S-4

As filed with the Securities and Exchange Commission on March 26, 2010

Registration Statement No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

L-3 COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	3663	13-3937436
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

600 Third Avenue

New York, New York 10016

(212) 697-1111

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Steven M. Post, Esq.

600 Third Avenue

New York, NY 10016

(212) 697-1111

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent For Service)

Copies to:

Vincent Pagano, Esq.

Avrohom J. Kess, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o ­ ­

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o ­ ­

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered	Price per Unit	Offering Price(1)	Fee
5.20% Series B Senior Notes due 2019	$1,000,000,000	100%	$1,000,000,000	$71,300
Guarantees of 5.20% Series B Senior Notes due 2019	(2)	(2)	(2)	None(2)

(1)	Estimated solely for purposes of calculating the registration fee.
(2)	No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) of the Securities Act of 1933, as amended, there is no filing fee with respect to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

	Jurisdiction of	IRS Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in Its Charter*	Organization	Number
Broadcast Sports Inc.	Delaware	52-1977327
D.P. Associates Inc.	Virginia	54-1389520
Electrodynamics, Inc.	Arizona	36-3140903
Interstate Electronics Corporation	California	95-1912832
L-3 Communications Advanced Laser Systems Technology, Inc.	Florida	59-2808669
L-3 Communications AIS GP Corporation	Delaware	13-4137187
L-3 Communications Avionics Systems, Inc.	Delaware	38-1865601
L-3 Communications Cincinnati Electronics Inc.	Ohio	31-0826926
L-3 Communications Electron Technologies, Inc.	Delaware	91-2046609
L-3 Communications EO/IR, Inc.	Florida	59-3316817
L-3 Communications ESSCO, Inc.	Delaware	04-2281486
L-3 Communications Flight Capital LLC	Delaware	75-3089735
L-3 Communications Flight International Aviation LLC	Delaware	02-0654591
L-3 Communications Infrared Vision Technology Corporation	California	77-0534649
L-3 Communications Integrated Systems L.P.	Delaware	03-0391841
L-3 Communications Investments Inc.	Delaware	51-0260723
L-3 Communications Klein Associates, Inc.	Delaware	02-0277515
L-3 Communications Mobile-Vision, Inc.	New Jersey	22-2893537
L-3 Communications Security and Detection Systems, Inc.	Delaware	04-3054475
L-3 Communications Sonoma EO, Inc.	California	68-0439616
L-3 Communications Vector International Aviation LLC	Delaware	42-1569647
L-3 Communications Vertex Aerospace LLC	Delaware	64-0941176
L-3 Communications Westwood Corporation	Nevada	87-0430944
Lincom Wireless, Inc.	Delaware	95-4832760
Microdyne Communications Technologies Incorporated	Maryland	59-3500774
Microdyne Corporation	Maryland	52-0856493
Microdyne Outsourcing Incorporated	Maryland	33-0797639
Pac Ord Inc.	Delaware	23-2523436
Power Paragon, Inc.	Delaware	33-0638510
SPD Electrical Systems, Inc.	Delaware	23-2457758
SPD Switchgear, Inc.	Delaware	23-2510039
Titan Facilities, Inc.	Virginia	54-0918681
International Resources Group, Ltd.	Delaware	11-2777542
L-3 Chesapeake Sciences Corporation	Maryland	52-1737390
L-3 Communications Applied Signal and Image Technology, Inc.	Maryland	52-1915376
L-3 Communications CyTerra Corporation	Delaware	04-3496006
L-3 Communications Dynamic Positioning and Control Systems, Inc.	California	33-0386810
L-3 Communications EOTech, Inc.	Delaware	16-1620559
L-3 Communications Foreign Holdings, Inc.	Delaware	20-5871893
L-3 Communications Germany Holdings, LLC	Delaware	27-2047124
L-3 Communications MariPro, Inc.	California	33-0947774
L-3 Communications Nova Engineering, Inc.	Ohio	31-1287491
L-3 Communications Shared Services, LLC	Delaware	26-2876838

	Jurisdiction of	IRS Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in Its Charter*	Organization	Number
L-3 Fuzing and Ordnance Systems, Inc.	Delaware	31-0740721
L-3 G.A. International, Inc.	Florida	65-0501176
L-3 Global Communications Solutions, Inc.	Virginia	54-1763687
L-3 Services, Inc.	Delaware	95-2588754
L-3 Unmanned Systems, Inc.	Texas	75-2715474

* The address and telephone number of each registrant’s principal executive offices is 600 Third Avenue, New York, New York 10016, (212) 697-1111.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 26, 2010

PROSPECTUS

$1,000,000,000

L-3 Communications Corporation

Offer to Exchange All Outstanding 5.20% Senior Notes due 2019 for an equal amount of 5.20% Series B Senior Notes due 2019, which have been registered under the Securities Act of 1933.

The Exchange Offer

•  We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable.

•  You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

•  The exchange offer expires at 12:00 p.m., New York City time, on          , 2010, unless extended. We do not currently intend to extend the expiration date.

•  The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

The Exchange Notes

•  The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes.

•  The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable.

Resales of Exchange Notes

•  The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. By making such acknowledgment, you will not be deemed to admit that you are an “underwriter” under the Securities Act of 1933. Broker-dealers may use this prospectus in connection with any resale of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that, for a period of 210 days after the expiration of the exchange offer or until any broker-dealer has sold all registered notes held by it, we will make this prospectus available to such broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or trading activities. See “Plan of Distribution.”

If you are an affiliate of L-3 Communications or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act of 1933 in connection with any resale transaction.

You should consider carefully the risk factors beginning on page 12 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2010

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		12
Forward-Looking and Cautionary Statements		24
Use of Proceeds		26
Capitalization		27
Selected Financial Data		28
Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Business		61
Management		81
Compensation Discussion and Analysis		87
Tabular Executive Compensation Disclosure		101
Compensation of Directors		118
Compensation Committee Interlocks and Insider Participation		120
Certain Relationships and Related Transactions		120
Security Ownership of Certain Beneficial Owners and Management		121
The Exchange Offer		122
Description of the Notes		131
United States Federal Income Tax Consequences of the Exchange Offer		151
Plan of Distribution		151
Legal Matters		152
Experts		152
Index to Consolidated Financial Statements		F-1
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EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

WHERE YOU CAN FIND MORE INFORMATION

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, L-3 Holdings and L-3 Communications file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov or at our website at http://www.L-3com.com (as noted below, the information contained in, or that can be accessed through, our website is not a part of this prospectus). You may also read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. In addition, you can inspect reports and other information L-3 Holdings files at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

So long as we are subject to the periodic reporting requirements of the Exchange Act, we are required to furnish the information required to be filed with the SEC to the trustee and the holders of the exchange notes. We have agreed that, even if we are not required under the Exchange Act to furnish such information to the SEC, we will nonetheless continue to furnish information that would be required to be furnished by us by Section 13 of the Exchange Act to the trustee and to the holders of the exchange notes as if we were subject to such periodic reporting requirements.

ABOUT THIS PROSPECTUS

As used in this prospectus, (1) “L-3 Holdings” refers to L-3 Communications Holdings, Inc., (2) “L-3 Communications” refers to L-3 Communications Corporation, a wholly-owned operating subsidiary of L-3 Holdings and the issuer of the outstanding notes and the exchange notes, and (3) “Guarantors” refers to the current and future domestic restricted subsidiaries that are, or will be, guaranteeing the obligations of L-3 Communications under the outstanding notes and the exchange notes. The obligations of the Guarantors are referred to herein as the “guarantees.” “L-3,” the “Company,” “we,” “us” and “our” refer to L-3 Communications and its subsidiaries. Unless the context otherwise requires, “notes” refers to the outstanding notes and the exchange notes.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you need to consider in making your investment decision. You should read carefully this entire prospectus.

L-3 is a prime system contractor in Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (C³ISR) systems, government services, and aircraft modernization and maintenance. L-3 is also a leading provider of high technology products, subsystems and systems. Our customers include the United States (U.S.) Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS), U.S. Department of Justice (DoJ), allied foreign governments, domestic and foreign commercial customers and select other U.S. federal, state and local government agencies.

For the year ended December 31, 2009, we generated sales of $15.6 billion, operating income of $1,656 million and net cash from operating activities of $1,407 million. The table below presents a summary of our 2009 sales by major category of end customer. For a more detailed presentation of our sales by end customer, see “Major Customers” on page 74.

			% of
	2009 Sales		Total Sales
	(in millions)
DoD	$	11,932		76	%
Other U.S. Government		1,127		7
Total U.S. Government	$	13,059		83	%
Foreign governments		1,082		7
Commercial – foreign		867		6
Commercial – domestic		607		4
Total sales	$	15,615		100	%

We have the following four reportable segments: (1) C³ISR, (2) Government Services, (3) Aircraft Modernization and Maintenance (AM&M), and (4) Electronic Systems (previously named Specialized Products). During the 2009 fourth quarter, we renamed our Specialized Products reportable segment Electronic Systems to better describe the nature of the segment’s businesses. Financial information for our reportable segments, including financial information about geographic areas, is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 22 to our audited consolidated financial statements.

C³ISR Reportable Segment

In 2009, C³ISR net sales of $3,095 million represented 20% of our total net sales. The businesses in this segment provide products and services for the global ISR market, specializing in signals intelligence (SIGINT) and communications intelligence (COMINT) systems. These products and services provide to the warfighter in real-time, the unique ability to collect and analyze unknown electronic signals from command centers, communication nodes and air defense systems for real-time situational awareness and response. The businesses in this reportable segment also provide C³ systems, networked communications systems and secure communications products for military and other U.S. Government and foreign government intelligence, reconnaissance and surveillance applications. We believe that these products and services are critical elements for a substantial number of major command, control and communication, intelligence gathering and space systems. These products and services are used to connect a variety of airborne, space, ground and sea-based communication systems and are used in the transmission, processing, recording, monitoring, and dissemination functions of these communication systems. Major products and services for this reportable segment include:

•  highly specialized fleet management sustainment and support, including procurement, systems integration, sensor development, modifications and periodic depot maintenance for SIGINT and ISR special mission aircraft and airborne surveillance systems;

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•  strategic and tactical SIGINT systems that detect, collect, identify, analyze and disseminate information;

•  secure data links that enable real-time information collection and dissemination to users of networked communications for airborne, satellite, ground and sea-based remote platforms, both manned and unmanned;

•  secure terminal and communication network equipment and encryption management; and

•  communication systems for surface and undersea vessels and manned space flights.

Government Services Reportable Segment

In 2009, Government Services net sales of $4,155 million represented 27% of our total net sales. The businesses in this segment provide a full range of engineering, technical, analytical, information technology (IT), advisory, training, logistics and support services to the DoD, DoS, DoJ and U.S. Government intelligence agencies and allied foreign governments. Major services for this reportable segment include:

•  communication software support, information technology services and a wide range of engineering development services and integration support;

•  high-end engineering and information systems support services used for command, control, communications and ISR architectures, as well as for air warfare modeling and simulation tools for applications used by the DoD, DHS and U.S. Government intelligence agencies, including missile and space systems, UAVs and manned military aircraft;

•  developing and managing extensive programs in the United States and internationally that focus on teaching, training and education, logistics, strategic planning, organizational design, democracy transition and leadership development;

•  human intelligence support and other services, including linguist and translation services and related management to support contingency operations and current intelligence-gathering requirements;

•  Command & Control Systems and Software services in support of maritime and expeditionary warfare;

•  intelligence, analysis and solutions support to the DoD, including the U.S. Armed Services combatant commands and the U.S. Government intelligence agencies, including those within the U.S. Armed Services;

•  technical and management services, which provide support of intelligence, logistics, C³ and combatant commands; and

•  conventional high-end enterprise IT support, systems and other services to the DoD and other U.S. federal agencies.

Aircraft Modernization and Maintenance (AM&M) Reportable Segment

In 2009, AM&M net sales of $2,827 million represented 18% of our total net sales. The businesses in this segment provide modernization, upgrades and sustainment, maintenance and logistics support services for military and various government aircraft and other platforms. We sell these services primarily to the DoD, the Canadian Department of National Defense (DND) and other allied foreign governments. Major products and services for this reportable segment include:

•  engineering, modification, maintenance, logistics and upgrades for aircraft, vehicles and personnel equipment;

•  turnkey aviation life cycle management services that integrate custom developed and commercial off-the-shelf products for various military fixed and rotary wing aircraft, including heavy maintenance and structural modifications and interior modifications and construction; and

•  aerospace and other technical services related to large fleet support, such as aircraft and vehicle modernization, maintenance, repair and overhaul, logistics, support and supply chain management, primarily for military training, tactical, cargo and utility aircraft.

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Electronic Systems Reportable Segment

In 2009, Electronic Systems net sales of $5,538 million represented 35% of our total net sales. The businesses in this reportable segment provide a broad range of products, including components, products, subsystems, systems, and related services to military and commercial customers in several niche markets. The table below provides a summary of the segment’s business areas and the percentage that each contributed to Electronic Systems net sales in 2009.

	% of 2009
Business Area	Segment Sales
Power & Control Systems		17	%
Electro-Optic/Infrared (EO/IR)		16
Microwave		15
Avionics & Displays		10
Simulation & Training		10
Precision Engagement		9
Security & Detection		5
Propulsion Systems		5
Telemetry & Advanced Technology		5
Undersea Warfare		5
Marine Services		3
Total Electronic Systems		100	%

Our Strategy

Our business strategy is customer-focused and aims to increase shareholder value by providing products and services to our customers that create value for them with responsive, high-quality and affordable solutions. Financially, our emphasis is on sustainably growing earnings per share and cash flow. Our strategy involves a flexible and balanced combination of organic growth, cost reductions, select business acquisitions and divestitures, and dividends and share repurchases, enabling us to grow the Company and also return cash to our shareholders. We intend to maintain and expand our position as a leading prime system contractor and supplier of products, subsystems, systems and services to the DoD, other U.S. Government agencies, allied foreign governments and commercial customers, both domestic and international. Our strategy includes the elements discussed below.

Entrepreneurial, Accountable and Results-Driven Culture.  A key part of L-3’s strategy is to create an entrepreneurial, accountable, and results-driven culture that is focused on meeting our customer’s needs and on achieving L-3’s strategic goals and growth objectives. L-3’s culture is made up of diverse people providing creative solutions and ideas in an environment that fosters teamwork and collaboration across our business units. Operating with integrity and with a commitment to the highest standards of ethical conduct is an important part of our strategy to build and maintain the trust of our customers, shareholders, employees, suppliers and communities where we live and work.

Focus On Outstanding Program Performance.  We believe that outstanding performance on our existing programs and contracts in terms of on-budget, on-schedule and in accordance with our contractual obligations is the foundation for successfully meeting our objectives of expanding L-3’s prime contractor and supplier positions and growing sales organically. We believe that a prerequisite for growing and winning new business is to retain our existing business by successfully meeting the performance criteria in our existing contracts. We will continue to focus on delivering superior contract performance to our customers in order to maintain our reputation as an agile and responsive contractor and to differentiate ourselves from our competitors.

Expand our Prime Contractor and Supplier Positions.  We intend to expand our prime system contractor roles in select business areas where we have domain expertise, including C³ISR, aircraft modernization and maintenance and government technical services. We also intend to enter into “teaming” arrangements with other

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prime system contractors and platform original equipment manufacturers to compete for select new business opportunities. As an independent supplier of a broad range of products, subsystems and systems in several key business areas, our growth will partially be driven by expanding our share of existing programs and participating in new programs. We also expect to identify opportunities to use our customer relationships and leverage the capabilities of our various businesses, including proprietary technologies, to expand the scope of our products and services to existing and new customers. Furthermore, we intend to continue to supplement our growth by participating in and competing for new programs internationally, particularly in Canada, the United Kingdom and Australia.

Align Research & Development with Customer Priorities.  We intend to continue to align our products, services, internal investments in research and development and business development activities to proactively address customer priorities and requirements. We also intend to grow our sales through the introduction of new products and services and continued increased collaboration among our businesses to offer the best quality and competitive solutions and services to our customers.

Grow Sales Organically and Selectively Acquire Businesses.  We intend to use our existing prime contractor and supplier positions and internal investments to grow our sales organically. We expect to continue to benefit from our positions as a supplier to multiple bidders on select prime contract bids. We plan to maintain our diversified and broad business mix with its limited reliance on any single contract, follow-on or new business opportunities. We also expect to continue to supplement our organic sales growth by selectively acquiring businesses that add new products, services, technologies, programs and contracts, or provide access to select customers and provide attractive returns on investment.

Continuously Improve our Cost Structure and Business Processes.  We intend to continue to aggressively improve and reduce our direct contract costs and overhead costs, including general and administrative costs. Effective management of labor, material, subcontractor and other direct costs is a primary element of favorable contract performance. We also intend to grow sales at a faster rate than overhead costs. We believe continuous cost improvement will enable us to increase our cost competitiveness, expand our operating margin and selectively invest in new product development, bids and proposals and other business development activities to organically grow sales.

Collaborate to Increase Growth Opportunities.  We intend to continue to collaborate among our diversified businesses to develop new business opportunities. The combination of our leading technologies and our speed and agility to meet customer requirements and priorities will allow us to accelerate our shift from a “black box” provider to a system solutions provider.

We are incorporated in Delaware, and the address of our principal executive offices is 600 Third Avenue, New York, New York 10016. Our telephone number is (212) 697-1111. Our internet address, http://www.L-3com.com, is an interactive textual reference only, meaning that the information contained on the website is not part of this prospectus and is not incorporated in this prospectus by reference.

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Summary of Terms of the Exchange Offer

On October 2, 2009, we completed the private offering of $1,000,000,000 aggregate principal amount of the outstanding notes. References to the “notes” in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.

We and the guarantors entered into a registration rights agreement with the initial purchasers in the private offering in which we and the guarantors agreed to deliver to you this prospectus as part of the exchange offer and we agreed to use our commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, declared effective on or prior to June 29, 2010 and to complete the exchange offer on or prior to 30 business days after the date of effectiveness. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:

• the exchange notes will be registered under the Securities Act;

•  the exchange notes are not entitled to certain registration rights which are applicable to the outstanding notes under the registration rights agreement; and

•  certain additional interest rate provisions will no longer be applicable.

The Exchange Offer	We are offering to exchange up to $1,000,000,000 aggregate principal amount of our 5.20% Series B Senior Notes due 2019, which we refer to in this prospectus as the exchange notes, for up to $1,000,000,000 aggregate principal amount of our 5.20% Senior Notes due 2019, which we refer to in this prospectus as the outstanding notes. Outstanding notes may be exchanged only in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Resale	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are an affiliate of L-3 Communications, within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are acquiring the exchange notes in the ordinary course of your business and that you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”
	Any holder of outstanding notes who:
	• is an affiliate of L-3 Communications;
	• does not acquire exchange notes in the ordinary course of its business; or
	• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;

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	cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 12:00 p.m., New York City time, on          , 2010, or such later date and time to which we extend it (the “expiration date”). We do not currently intend to extend the expiration date. A tender of outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.
Certain Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. Please read the section captioned “The Exchange Offer — Certain Conditions to the Exchange Offer” of this prospectus for more information regarding the conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of the DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	• any exchange notes that you receive will be acquired in the ordinary course of your business;
	• you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and
	• you are not an “affiliate,” as defined in Rule 405 of the Securities Act, of L-3 or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such outstanding notes in the exchange offer, you should contact such registered holder promptly

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	and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement and, accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you are a holder of outstanding notes and you do not tender your outstanding notes in the exchange offer, you will continue to hold such outstanding notes and you will be entitled to all the rights and limitations applicable to the outstanding notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.
	To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.
Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
Certain Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “United States Federal Income Tax Consequences of the Exchange Offer.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	The Bank of New York Mellon is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned “The Exchange Offer — Exchange Agent” of this prospectus.

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Summary of Terms of the Exchange Notes

Issuer	L-3 Communications Corporation
Securities Offered	$1,000,000,000 in aggregate principal amount of 5.20% Series B Senior Notes due 2019
Maturity	October 15, 2019
Interest Payment Dates	April 15 and October 15, beginning April 15, 2010. The initial interest payment will include interest from October 2, 2009.
Interest Rate	5.20% per year
Ranking	The outstanding notes are, and the exchange notes will be, unsecured senior obligations of L-3 Communications. The outstanding notes are, and the exchange notes will be (i) effectively subordinated to all of our future senior secured debt, if any, to the extent of the value of the assets securing such debt, (ii) ranked equal in right of payment with all of our other existing and future senior indebtedness, including trade payables, and (iii) ranked senior in right of payment to all of our existing and future subordinated debt. As of December 31, 2009, these notes and the subsidiary guarantees would have ranked senior to $2.45 billion in aggregate principal amount of our existing senior subordinated notes and our senior subordinated guarantees of the $700 million in aggregate principal amount of 3% Convertible Contingent Debt Securities due 2035 (the “CODES”) issued by L-3 Holdings. See “Capitalization.”

Subsidiary Guarantees	The outstanding notes are, and the exchange notes will be, jointly and severally guaranteed on an unsecured senior basis by each of our material domestic subsidiaries that guarantee any of our other indebtedness, as described under “Description of the Notes — The Subsidiary Guarantees.”
	The guarantees of the outstanding notes are, and the guarantees of the exchange notes will be, ranked equal in right of payment to all of the existing and future unsecured senior indebtedness of the guarantors. The guarantees are and will be ranked senior in right of payment to all existing and future subordinated indebtedness of the guarantors, including the guarantees of (1) the 61/8% Senior Subordinated Notes due 2013 and 2014, the 57/8% Senior Subordinated Notes due 2015 and the 63/8% Senior Subordinated Notes due 2015, in each case, issued by L-3 Communications and guaranteed by the guarantors, and (2) the CODES issued by L-3 Holdings, which are guaranteed by L-3 Communications and the other guarantors. The guarantees will be effectively subordinated to all future senior secured debt of the guarantors, if any, to the extent of the value of the assets securing such debt. Information regarding the guarantors is included in Note 24 to our audited consolidated financial statements.
	As of December 31, 2009, we had $4.15 billion in aggregate principal amount of indebtedness outstanding, of which $1.0 billion was senior debt represented by the notes and $3.15 billion, representing our senior subordinated debt and our obligations in respect of the CODES.

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	In addition as of December 31, 2009, we had the ability to borrow up to an additional $968 million (after reductions for outstanding letters of credit of $32 million) under our revolving credit facility, which if borrowed or drawn upon would be senior debt and would be guaranteed on a senior basis by the guarantors. See “Capitalization.”
	See “Description of the Notes — The Subsidiary Guarantees”.
Sinking Fund	None
Change of Control Triggering Event	Upon the occurrence of a “Change of Control Triggering Event,” as defined under “Description of the Notes — Repurchase at the Option of Holders Upon a Change of Control Triggering Event” in this prospectus, L-3 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.
Optional Redemption	L-3 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 redemption price described in this prospectus under the caption “Description of the Notes — Optional Redemption.”
Use of Proceeds	There will be no cash proceeds to us from the exchange offer.
Certain Covenants	The indenture relating to the outstanding notes and the exchange notes, among other things, limits L-3’s ability and the ability of certain of L-3’s subsidiaries to create or assume certain liens or enter into sale and leaseback transactions, and L-3’s ability to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. See “Description of the Notes — Certain Covenants.”
Absence of a Public Market for the Exchange Notes	The exchange notes generally will be freely transferable but will also be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. We do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market making with respect to the exchange notes may be discontinued without notice.
Further Issuances	We may, from time to time, without notice to or consent of the holders of the notes, create and issue additional notes having the same terms as, and ranking equally and ratably with, the notes. These additional notes will be part of the same series as the notes. There is no limit on the amount of notes that can be issued under the indenture governing the notes.
Trustee and Paying and Transfer Agent	The Bank of New York Mellon
Governing Law	New York

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Summary Historical Financial Data of L-3

We derived the summary historical financial data presented below from our consolidated financial statements. The statement of operations and other data presented below for the years ended December 31, 2009, 2008 and 2007 and the balance sheet data presented below at December 31, 2009 and 2008 are derived from our audited consolidated financial statements included elsewhere in this prospectus. We derived the balance sheet data presented below at December 31, 2007 from our audited financial statements not included elsewhere in this prospectus.

You should read the following data in conjunction with L-3’s audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	Year Ended December 31,
	2009		2008(1)		2007
	(in millions, except per share data)
Statement of Operations Data:
Net sales	$	15,615	$	14,901	$	13,961
Cost of sales		13,959		13,342		12,513
Litigation gain(2)		—		126		—
Operating income		1,656		1,685		1,448
Interest and other income, net		19		28		31
Interest expense(2)		279		290		314
Debt retirement charge		10		—		—
Income from continuing operations before income taxes		1,386		1,423		1,165
Provision for income taxes		475		494		411
Income from continuing operations	$	911	$	929	$	754
Net income(3)	$	911	$	949	$	754
Net income attributable to L-3(3)	$	901	$	938	$	745

⁽¹⁾ The year ended December 31, 2008 includes: (1) a gain of $12 million ($7 million after income taxes) related to the sale of a product line, and (2) a non-cash impairment charge of $28 million ($17 million after income taxes) related to a write-down of capitalized software development costs associated with a general aviation product.

(2)	The year ended December 31, 2008 includes a pre-tax gain of $133 million ($81 million after income taxes) recorded in the second quarter of 2008 related to the reversal of a $126 million current liability for pending and threatened litigation and $7 million of related accrued interest as a result of a June 27, 2008 decision by the U.S. Court of Appeals which vacated an adverse 2006 jury verdict.
(3)	Net income and net income attributable to L-3 includes an after-tax gain of $20 million related to the sale of our 85% ownership interest in Medical Education Technologies, Inc. on October 8, 2008. The gain is excluded from income from continuing operations for the year ended December 31, 2008.

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Balance Sheet Data (at year end):
Working capital	$	2,669		$	2,254		$	2,181
Total assets		14,813			14,484			14,389
Long-term debt		4,112			4,493			4,472
Equity		6,660			5,941			6,114
Cash Flow Data:
Net cash from operating activities	$	1,407		$	1,387		$	1,270
Net cash used in investing activities		(272	)		(432	)		(388	)
Net cash used in financing activities		(1,005	)		(840	)		(464	)

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Ratio of Earnings to Fixed Charges

The ratio of earnings to fixed charges presented below should be read together with our audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. In calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes and extraordinary items plus fixed charges. Fixed charges consist of interest on indebtedness plus the amortization of deferred debt issuance costs and that portion of lease rental expense representative of the interest element.

	Year Ended December 31,
	2009			2008			2007			2006			2005
	(in millions, except ratio of earnings to fixed charges)
Earnings:
Income from continuing operations before income taxes	$	1,386		$	1,423		$	1,165		$	818		$	791
Less: Net income attributable to noncontrolling interests		10			11			9			10			10
Income before income taxes after controlling interests	$	1,376		$	1,412		$	1,156		$	808		$	781
Add:
Interest expense		268			279			304			303			206
Amortization of debt expense		11			11			10			10			5
Interest component of rent expense		59			58			56			53			41
Earnings	$	1,714		$	1,760		$	1,526		$	1,174		$	1,033
Fixed charges:
Interest expense	$	268		$	279		$	304		$	303		$	206
Amortization of debt expense		11			11			10			10			5
Interest component of rent expense		59			58			56			53			41
Fixed charges	$	338		$	348		$	370		$	366		$	252
Ratio of earning to fixed charges		5.1	x		5.1	x		4.1	x		3.2	x		4.1	x

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RISK FACTORS

You should carefully consider the following factors and other information contained in this prospectus before deciding to tender outstanding notes in the exchange offer. The risk factors set forth below are generally applicable to the outstanding notes as well as the exchange notes. Any of these risks could materially adversely affect our business, financial condition and results of operations, which could in turn materially adversely affect the price of the notes.

Risks Related to the Exchange Offer

If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes under the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Prospectus Summary — Summary of Terms of the Exchange Offer” and “The Exchange Offer” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the principal amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Risks Related to L-3

Our contracts (revenue arrangements) with U.S. Government customers entail certain risks.

A decline in or a redirection of the U.S. defense budget could result in a material decrease in our sales, earnings and cash flows.

Our government contracts are primarily dependent upon the U.S. defense budget. As is the case with most other U.S. defense contractors, we have benefited from the upward trend in DoD budget authorization and spending outlays over recent years, including supplemental appropriations for military operations in Iraq and Afghanistan. The President’s DoD defense budget request, for the government’s fiscal year ending September 30, 2011, excluding overseas contingencies operations, supplemental requests, indicates continued growth over the fiscal year 2010 period, although at a slower pace. We expect future DoD budgets, including supplemental appropriations, to grow at a significantly slower pace than the past several years, and to possibly flatten. DoD budgets could be negatively affected by several factors, including events we cannot foresee, U.S. Government budget deficits, current or future economic conditions, presidential administration priorities, U.S. national security strategies, a change in spending priorities, the cost of sustaining U.S. military and related security operations in Iraq and Afghanistan and other locales around the world where U.S. military support may be pivotal, and other related exigencies and contingencies. While we are unable to predict the impact and outcome of these uncertainties, the effect of changes in these DoD imperatives could cause the DoD budget to remain unchanged or to decline (or even to increase). A significant decline in or redirection of U.S. military expenditures in the future could result in a decrease to our sales, earnings and cash flows. The loss or significant reduction in U.S. government funding of a large program in which we participate could also result in a decrease in our future sales, earnings and cash flows. U.S. Government contracts are also conditioned upon continuing approval by Congress of the amount of necessary spending. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. We believe that given the dangerous and volatile global condition in which the U.S. is a primary stabilizing force, our approach to future business planning will include our best assessments and judgments on how to account for change and adapt to new conditions and circumstances.

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We rely predominantly on sales to U.S. Government entities, and the loss of a significant number of our contracts would have a material adverse effect on our results of operations and cash flows.

Our sales are predominantly derived from contracts (revenue arrangements) with agencies of, and prime system contractors to, the U.S. Government. The loss of all or a substantial portion of our sales to the U.S. Government would have a material adverse effect on our results of operations and cash flows. Approximately 83%, or $13.1 billion, of our sales for the year ended December 31, 2009 were made directly or indirectly to U.S. Government agencies, including the DoD. Aggregate sales from our five largest contracts (revenue arrangements) amounted to approximately $1.9 billion, or 12% of our sales for the year ended December 31, 2009, and included our Special Operations Forces Support Activity (SOFSA) contract. Sales from the SOFSA contract were approximately $455 million, or 3% of our sales during 2009. On March 3, 2009, SOFSA announced that L-3 was not selected to perform on the follow-on contract. L-3 subsequently protested and, as a consequence, SOFSA has taken corrective action, which will include the issuance of a revised solicitation. Once a new solicitation is issued, proposals will be requested from all bidders. We were notified that a new solicitation will be issued in approximately April 2010, with an expected award date of January 2011. We may not succeed in the recompetition for the next SOFSA contract. We continue to perform on the current contract, which has been extended to January 2011.

A substantial majority of our total sales are for products and services under contracts with various agencies and procurement offices of the DoD or with prime contractors to the DoD. Although these various agencies, procurement offices and prime contractors are subject to common budgetary pressures and other factors, our customers exercise independent purchasing decisions. Because of this concentration of contracts, if a significant number of our DoD contracts and subcontracts are simultaneously delayed or cancelled for budgetary, performance or other reasons, it would have a material adverse effect on our results of operations and cash flows.

In addition to contract cancellations and declines in agency budgets, our backlog and future financial results may be adversely affected by:

•  curtailment of the U.S. Government’s use of technology or other services and product providers, including curtailment due to government budget reductions and related fiscal matters;

•  developments in Iraq or Afghanistan, or other geopolitical developments that affect demand for our products and services;

•  our ability to hire and retain personnel to meet increasing demand for our services; and

•  technological developments that impact purchasing decisions or our competitive position.

Our government contracts contain unfavorable termination provisions and are subject to audit and modification. If a termination right is exercised by the government, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Companies engaged primarily in supplying defense-related equipment and services to U.S. Government agencies are subject to certain business risks peculiar to the defense industry. These risks include the ability of the U.S. Government to unilaterally:

•  suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;

•  terminate existing contracts;

•  reduce the value of existing contracts;

•  audit our contract-related costs and fees, including allocated indirect costs; and

•  control and potentially prohibit the export of our products and systems.

All of our U.S. Government contracts can be terminated by the U.S. Government either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of costs incurred or committed settlement expenses and profit on the work completed prior to termination.

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Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. Our contracts with foreign governments generally contain similar provisions relating to termination at the convenience of the customer.

U.S. Government agencies, including the Defense Contract Audit Agency and various agency Inspectors General, routinely audit and investigate our costs and performance on contracts, as well as our accounting and general business practices. Based on the results of such audits, the U.S. Government may adjust our contract related costs and fees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some of our costs, including certain business acquisition costs, most financing costs, portions of research and development costs, and certain marketing expenses may not be reimbursable under U.S. Government contracts.

The DoD’s recent announcement to in-source contractor support services jobs by fiscal year 2014 could result in a material decrease in our sales, earnings and cash flows.

The U.S. Government has announced an initiative to reduce the role of private sector contractors currently performing support services jobs. As a part of this initiative, the U.S. Government intends by fiscal year 2014 to convert approximately 33,000 DoD support service jobs currently performed by the private sector to government positions. This initiative will primarily affect the businesses within the Government Services reportable segment and could result in the Company losing certain of its existing contracts (revenue arrangements) depending on how the DoD implements this initiative.

We may not be able to win competitively awarded contracts or receive required licenses to export our products, which would have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our government contracts are subject to competitive bidding. We obtain many of our U.S. Government contracts through a competitive bidding process. We may not be able to continue to win competitively awarded contracts. In addition, awarded contracts may not generate sales sufficient to result in our profitability. We are also subject to risks associated with the following:

•  the frequent need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and/or cost overruns;

•  the substantial time, effort and experience required to prepare bids and proposals for competitively awarded contracts that may not be awarded to us;

•  design complexity and rapid technological obsolescence; and

•  the constant need for design improvement.

In addition to these U.S. Government contract risks, we are not permitted to export some of our products and are also required to obtain licenses from U.S. Government agencies to export many of our products and systems. Failure to receive required licenses would eliminate our ability to sell our products and systems outside the United States.

We are subject to government investigations, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

We are from time to time subject to governmental investigations relating to our operations. We are currently cooperating with the U.S. Government on several investigations, including but not limited to, an investigation by the Department of Justice Criminal Antitrust Division regarding information technology services performed for the U.S. Air Force. For a discussion of this matter, see the Titan Government Investigation in Note 19 to our audited consolidated financial statements on page F-46.

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We are subject to the risks of current and future legal proceedings, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

At any given time, we are a defendant in various material legal proceedings and litigation matters arising in the ordinary course of business, including litigation, claims and assessments that have been asserted against acquired businesses, which we have assumed. Although we maintain insurance policies, these policies may not be adequate to protect us from all material judgments and expenses related to potential future claims and these levels of insurance may not be available in the future at economical prices or at all. A significant judgment against us, arising out of any of our current or future legal proceedings and litigation, could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects. For a discussion of the material litigation to which we are currently a party, see Note 19 to our audited consolidated financial statements on page F-46.

If we are unable to keep pace with rapidly evolving products and service offerings and technological change, there could be a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

The rapid change of technology is a key feature of most of the markets in which our products, services and systems oriented businesses operate. To succeed in the future, we will need to continue to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis. Historically, our technology has been developed through customer-funded and internally funded research and development and through certain business acquisitions. We may not be able to continue to maintain comparable levels of research and development or successfully complete such acquisitions. In the past, we have allocated substantial funds to capital expenditures, programs and other investments. This practice will continue to be required in the future. Even so, we may not be able to successfully identify new opportunities and may not have the necessary financial resources to develop new products and systems in a timely or cost-effective manner. At the same time, products and technologies developed by others may render our products, services and systems obsolete or non-competitive.

Our business acquisition strategy involves risks, and we may not successfully implement our strategy.

We opportunistically seek to acquire businesses that enhance our capabilities and add new technologies, products, services, programs, contracts, and customers to our existing businesses. We may not be able to continue to identify acquisition candidates on commercially reasonable terms or at all. If we make additional business acquisitions, we may not realize the benefits anticipated from these acquisitions, including cost synergies and improving margins. Furthermore, we may not be able to obtain additional financing for business acquisitions, since such additional financing could be restricted or limited by the terms of our debt agreements or due to unfavorable credit market conditions.

The process of integrating the operations of acquired businesses into our existing operations may result in unforeseen difficulties and may require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations. Possible future business acquisitions could result in the incurrence of additional debt and related interest expense and contingent liabilities, each of which could result in an increase to our already significant level of outstanding debt, as well as more restrictive covenants. On February 18, 2010, we entered into an agreement to acquire all the outstanding common stock of a business for approximately $613 million. We anticipate completing this acquisition in the second quarter of 2010, subject to customary closing conditions and regulatory approvals. We expect to fund the purchase price with cash on hand. Although we have not entered into any other agreements with respect to any other business acquisition transaction at this time, we consider and may enter into business acquisitions on an ongoing basis and may be evaluating acquisitions or engaging in acquisition negotiations at any given time. Furthermore, in certain of our business acquisitions we have assumed all claims against and liabilities of the acquired business, including both asserted and unasserted claims and liabilities.

Goodwill represents a significant asset on our balance sheet. We review goodwill and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not

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be recoverable, and also review goodwill annually in accordance with the accounting standards for goodwill and intangible assets. The annual impairment test is based on determining the fair value of our reporting units. A decline in the estimated fair value of a reporting unit could result in a goodwill impairment, and a related non-cash impairment charge against earnings, if estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a reporting unit could result in an adverse effect on our financial condition and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” beginning on page 37.

Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts.

Our sales are transacted using written revenue arrangements, or contracts, which are generally either fixed-price, cost-plus or time-and-material. For a description of our revenue recognition policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” beginning on page 37.

The table below presents the percentage of our total sales generated from each contract-type.

	Year Ended December 31,
Contract-Type	2009			2008			2007
Fixed-price		57	%		54	%		51	%
Cost-plus		28	%		27	%		30	%
Time-and-material		15	%		19	%		19	%
Total sales		100	%		100	%		100	%

Substantially all of our cost-plus and time-and-material type contracts are with the U.S. Government, primarily the DoD. Substantially all of our sales to commercial customers are transacted under fixed-price sales arrangements, and are included in our fixed-price type contract sales.

On a fixed-price type contract (revenue arrangement), we agree to perform the contractual statement of work for a predetermined sales price. Although a fixed-price type contract generally permits us to retain profits if the total actual contract costs are less than the estimated contract costs, we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on the contract.

On a cost-plus type contract (revenue arrangement), we are paid our allowable incurred costs plus a profit which can be fixed or variable depending on the contract’s fee arrangement up to predetermined funding levels determined by our customers. On a time-and-material type contract (revenue arrangement), we are paid on the basis of direct labor hours expended at specified fixed-price hourly rates (that include wages, overhead, allowable general and administrative expenses and profit) and materials at cost. Therefore, on cost-plus type and time-and-material type contracts, we do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funded amounts.

Additionally, the impact of revisions in profit or loss estimates for all types of contracts subject to percentage of completion accounting are recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which they become evident. Amounts representing contract change orders or claims are included in sales only when they can be reliably estimated and their realization is reasonably assured. The revisions in contract estimates, if significant, can materially affect our results of operations and cash flows, as well as reduce the valuations of receivables and inventories; and in some cases, result in liabilities to complete contracts in a loss position.

Intense competition in the industries in which our businesses operate could limit our ability to attract and retain customers.

The defense industry and the other industries in which our businesses operate and the market for defense applications is highly competitive. We expect that the DoD’s increased use of commercial off-the-shelf products

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and components in military equipment will continue to encourage new competitors to enter the market. We also expect that competition for original equipment manufacturing business will increase due to the continued emergence of merchant suppliers. Additionally, some of our competitors are larger than we are and have more financial and other resources than we have. For more information concerning the factors that affect our ability to compete, see “Business — Competition” beginning on page 75.

Our significant level of debt and our ability to make payments on or service our indebtedness may adversely affect our financial and operating activities or ability to incur additional debt.

At December 31, 2009, we had approximately $4,150 million in aggregate principal amount of outstanding debt. In addition, at December 31, 2009, we had borrowing capacity of $968 million available to us under our new three-year $1 billion revolving credit facility that expires on October 23, 2012 (Revolving Credit Facility), after reductions of $32 million for outstanding letters of credit. In the future, we may increase our borrowings, subject to limitations imposed on us by our debt agreements. Holders of our $700 million Convertible Contingent Debt Securities (CODES) may require us to repurchase them in whole or in part at a cash repurchase price equal to 100% of the principal amount (plus accrued and unpaid interest, including contingent interest and additional interest, if any) through the exercise of a “put” option on February 1, 2011. Furthermore, the first scheduled maturity of our existing debt is our $400 million 6¹/₈% senior subordinated notes maturing on July 15, 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Activities — Debt” on page 55.

Our ability to make scheduled payments of principal and interest on our indebtedness and to refinance our existing debt depends on our future financial performance as well as our ability to access the capital markets, and the relative attractiveness of available financing terms. We do not have complete control over our future financial performance because it is subject to economic, political, financial (including credit market conditions), competitive, regulatory and other factors affecting the aerospace and defense industry, as well as commercial industries in which we operate. It is possible that in the future our business may not generate sufficient cash flow from operations to allow us to service our debt and make necessary capital expenditures. If this situation occurs, we may have to reduce costs and expenses, sell assets, restructure debt or obtain additional equity capital. We may not be able to do so in a timely manner or upon acceptable terms in accordance with the restrictions contained in our debt agreements. Our level of indebtedness has important consequences to us. These consequences may include:

•  requiring a substantial portion of our net cash flow from operations to be used to pay interest and principal on our debt and therefore be unavailable for other purposes, including acquisitions, capital expenditures, paying dividends to our shareholders, repurchasing shares of our common stock, research and development and other investments;

•  limiting our ability to obtain additional financing for acquisitions, working capital, investments or other expenditures, which, in each case, may limit our ability to carry out our acquisition strategy;

•  increasing interest expenses due to higher interest rates on our Revolving Credit Facility as it has a variable interest rate;

•  heightening our vulnerability to downturns in our business or in the general economy and restricting us from making acquisitions, introducing new technologies and products or exploiting business opportunities; and

•  impacting debt covenants that limit our ability to borrow additional funds, dispose of assets, pay cash dividends to our shareholders or repurchase shares of our common stock. Failure to comply with such covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our outstanding indebtedness.

Additionally, on December 31, 2009, we had $9,114 million of contractual obligations (including outstanding indebtedness). For a detailed listing of the components of our contractual obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” on page 57.

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Our debt agreements restrict our ability to finance our future operations and, if we are unable to meet our financial ratios, could cause our existing debt to be accelerated.

Our debt agreements contain a number of significant covenants that, among other things, restrict our ability to:

•  sell assets;

•  incur more indebtedness;

•  repay certain indebtedness;

•  make certain investments or business acquisitions;

•  make certain capital expenditures;

•  engage in business mergers or consolidations; and

•  engage in certain transactions with subsidiaries and affiliates.

These restrictions could impair our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest. In addition, some of our debt agreements also require us to maintain compliance with certain financial ratios, including (1) total consolidated earnings before interest, taxes, depreciation and amortization to total consolidated cash interest expense, (2) total consolidated funded indebtedness less designated cash balances to total consolidated earnings before interest, taxes, depreciation and amortization, and (3) consolidated senior indebtedness less designated cash balances to consolidated earnings before interest, taxes, depreciation and amortization. Our ability to comply with these ratios and covenants may be affected by events beyond our control. A breach of any of these agreements or our inability to comply with the required financial ratios or covenants could result in a default under those debt agreements. In the event of any such default, the lenders under those debt agreements could elect to:

•  declare all outstanding debt, accrued interest and fees to be due and immediately payable;

•  require us to apply all of our available cash to repay our outstanding senior debt; and

•  prevent us from making debt service payments on our other debt.

For further discussion of our financial ratios, debt agreements and other payment restrictions, see Note 10 to our audited consolidated financial statements on page F-28.

If we are unable to attract and retain key management and personnel, we may become unable to operate our business effectively.

Our future success depends to a significant degree upon the continued contributions of our management, and our ability to attract and retain highly qualified management and technical personnel, including employees who have U.S. Government security clearances, particularly clearances of top-secret and above. We do not maintain any key person life insurance policies for members of our management. We face competition for management and technical personnel from other companies and organizations. Failure to attract and retain such personnel would damage our future prospects.

Environmental laws and regulations may subject us to significant liability.

Our operations are subject to various U.S. federal, state and local as well as certain foreign environmental laws and regulations within the countries in which we operate relating to the discharge, storage, treatment, handling, disposal and remediation of certain materials, substances and wastes used in our operations.

New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements may require us to incur a significant amount of additional costs in the future and could decrease the amount of cash flow available to us for other purposes, including capital expenditures, research and development and other investments and could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

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Termination of our backlog of orders could negatively impact our results of operations and cash flows.

We currently have a backlog of funded orders, primarily under contracts with the U.S. Government. Our total funded backlog was $10,862 million at December 31, 2009. As described above, the U.S. Government may unilaterally modify or terminate its contracts with us. Accordingly, most of our backlog could be modified or terminated by the U.S. Government, which would negatively impact our results of operations and cash flows.

Our sales to certain foreign customers expose us to risks associated with operating internationally.

For the year ended December 31, 2009, sales to foreign customers, excluding our foreign sales made under foreign military sales (FMS) agreements directly between the U.S. Government and allied foreign governments, represented approximately 11% of our consolidated sales. Consequently, our businesses are subject to a variety of risks that are specific to international operations, including the following:

•  export regulations that could erode profit margins or restrict exports;

•  compliance with the U.S. Foreign Corrupt Practices Act (FCPA);

•  the burden and cost of compliance with foreign laws, treaties and technical standards and changes in those regulations;

•  contract award and funding delays;

•  potential restrictions on transfers of funds;

•  foreign currency fluctuations;

•  import and export duties and value added taxes;

•  transportation delays and interruptions;

•  uncertainties arising from foreign local business practices and cultural considerations; and

•  potential military conflicts and political risks.

While we have and will continue to adopt measures to reduce the potential impact of losses resulting from the risks of our foreign business, we cannot ensure that such measures will be adequate.

Continued global economic weakness, diminished credit availability, and increasing U.S. Government budget deficits may materially and adversely affect our results.

Domestic and foreign economies have continued to show weakness, including limited credit availability for small businesses and other types of borrowers. Economic conditions have negatively impacted, and may continue to negatively impact, our sales to the commercial markets in which we operate, including our commercial aviation products and commercial shipbuilding products businesses. Sales to commercial customers were approximately $1.5 billion, or 10%, of our total sales in 2009 compared to approximately $1.7 billion, or 11% of our total sales in 2008.

Additionally, while we are unable to predict the impact and outcome of current or longer term economic conditions and the U.S. Government’s intervention across several industries to assist in an economic recovery, these conditions could also negatively affect future U.S. defense budgets and spending, and consequently, our financial condition, results of operations, cash flows and future prospects. Sales to the DoD represented 76% of our total sales in 2009 compared to 74% in 2008.

These economic conditions could also adversely affect our pension plan funded status and annual pension expense. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Balance Sheet — Pension Plans” on page 53 and Note 20 to our audited consolidated financial statements.

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Risks Related to the Notes

We cannot assure you that an active trading market will develop for the exchange notes, which may reduce their market price.

We are offering the exchange notes to the holders of the outstanding notes. The outstanding notes were offered and sold in October 2009 to a small number of institutional investors.

We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the exchange notes and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates and the markets for similar securities. The initial purchasers have advised us that they currently intend to make a market with respect to the exchange notes. However, the initial purchasers are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offer or the effectiveness of a shelf registration statement in lieu thereof.

The liquidity of, and trading market for, the exchange notes also may be adversely affected by general declines in the market for similar securities. Such a decline may adversely affect such liquidity and trading markets independent of our financial performance and prospects.

Our significant level of debt and our ability to make payments on or service our indebtedness may adversely affect our financial and operating activities or our ability to incur additional debt.

At December 31, 2009, we had $4.15 billion in aggregate principal amount of indebtedness outstanding, of which $1.0 billion was senior debt represented by the notes and $3.15 billion representing our senior subordinated debt and our obligations in respect of the CODES. In addition, at December 31, 2009, we had additional borrowing capacity of $968 million available to us under our revolving credit facility, after reductions of $32 million for outstanding letters of credit. In the future, we may increase our borrowings, subject to limitations imposed on us by our debt agreements.

Our ability to make scheduled payments of principal and interest on our indebtedness and to refinance our existing debt depends on our future financial performance as well as our ability to access the capital markets, and the relative attractiveness of available financing terms. We do not have complete control over our future financial performance because it is subject to economic, political, financial (including credit market conditions), competitive, regulatory and other factors affecting the aerospace and defense industry, as well as commercial industries in which we operate. It is possible that in the future our business may not generate sufficient cash flow from operations to allow us to service our debt and make necessary capital expenditures. If this situation occurs, we may have to reduce costs and expenses, sell assets, restructure debt or obtain additional equity capital. We may not be able to do so in a timely manner or upon acceptable terms in accordance with the restrictions contained in our debt agreements.

Our level of indebtedness has important consequences to us. These consequences may include:

•  requiring a substantial portion of our net cash flow from operations to be used to pay interest and principal on our debt and therefore be unavailable for other purposes, including acquisitions, capital expenditures, paying dividends to L-3 Holdings, research and development and other investments;

•  limiting our ability to obtain additional financing for acquisitions, working capital, investments or other expenditures, which, in each case, may limit our ability to carry out our acquisition strategy;

•  increasing interest expenses due to higher interest rates on our borrowings that have variable interest rates;

•  heightening our vulnerability to downturns in our business or in the general economy and restricting us from making acquisitions, introducing new technologies and products or exploiting business opportunities; and

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•  impacting debt covenants that limit our ability to borrow additional funds, dispose of assets or pay cash dividends to L-3 Holdings. Failure to comply with such covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our outstanding indebtedness.

Additionally, on December 31, 2009, we had $9,114 million of contractual obligations (including outstanding indebtedness). For a detailed listing of the components of our contractual obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” on page 57.

We may incur additional indebtedness. This could further exacerbate the risks described above.

Subject to the restrictions in the indentures governing our outstanding notes and in our revolving credit agreement, we may incur additional indebtedness which could increase the risks associated with our already substantial indebtedness. Subject to certain limitations, we have the ability to borrow additional funds under our revolving credit agreement. If we incur any additional indebtedness or obligations that rank equal with the notes, including trade payables, the holders of those obligations will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of L-3. This may have the effect of reducing the amount of proceeds paid to you.

The notes will be effectively subordinated to our and the subsidiary guarantors’ future secured indebtedness, if any, to the extent of the value of the property securing such indebtedness, which may inhibit our ability to repay you.

The notes and the subsidiary guarantees will be effectively subordinated in right of payment to all of our and the subsidiary guarantors’ future secured indebtedness, if any. As a result, upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of our, or the subsidiary guarantors’ bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, the proceeds from the sale of the collateral that secures such indebtedness will be available to pay obligations on the notes only after our secured indebtedness, if any, has been paid in full.

The terms of our indebtedness could restrict our flexibility and limit our ability to satisfy obligations under the notes.

We are subject to operational and financial covenants and other restrictions contained in our revolving credit agreement evidencing our senior indebtedness and the indentures evidencing our senior subordinated notes. These covenants could limit our operational flexibility and restrict our ability to borrow additional funds, if necessary, to finance operations and to make principal and interest payments on the notes. Additionally, failure to comply with these operational and financial covenants could result in an event of default under the terms of this indebtedness which, if not cured or waived, could result in this indebtedness becoming due and payable. The effect of these covenants, or our failure to comply with them, could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to repurchase the notes upon a Change of Control Triggering Event.

If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the senior notes, we will be required to make an offer to purchase the notes in cash at the redemption price described in this prospectus. However, we may not be able to repurchase the notes upon a Change of Control Triggering Event because we may not have sufficient funds to do so. In addition, agreements governing indebtedness incurred in the future may restrict us from purchasing the notes in the event of a Change of Control Triggering Event. Any failure to purchase properly tendered notes would constitute an event of default under the indenture governing the notes, which would, in turn, constitute a default under our existing revolving credit agreement and may constitute a default under agreements governing indebtedness incurred in the future. See “Description of the Notes — Repurchase at the Option of Holders Upon Change of Control Triggering Event.”

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Our obligation to repurchase the notes upon a Change of Control Triggering Event may not protect holders of the notes in the case of certain corporate transactions involving us.

The provisions of the notes relating to a Change of Control Triggering Event may not protect you from certain important corporate transactions, such as a leveraged recapitalization (which would increase the level of our indebtedness), reorganization, restructuring, merger or other similar transactions not involving a change in voting power or the beneficial ownership of L-3 Communications. Even transactions involving a significant change in voting power or beneficial ownership of L-3 Communications may not involve a change that constitutes a Change of Control and, therefore, will not constitute a Change of Control Triggering Event that would trigger our obligation to offer to repurchase the notes. In addition, our obligation to offer to purchase the notes is conditioned upon two out of three ratings agencies ceasing to rate the notes investment grade during the 60-day period commencing on the earlier of (1) the occurrence of a Change of Control or (2) public notice of the pending occurrence of a Change of Control or our intention to effect a Change of Control, and such rating agencies must publicly announce (or inform the trustee in writing), that the ratings downgrade occurred at least in part due to the applicable Change of Control. If events, including certain Change of Control transactions, occur that do not constitute a Change of Control Triggering Event, we will not be required to make an offer to purchase the notes, and you may have to continue to hold your notes despite the occurrence of such events. See “Description of the Notes — Repurchase at the Option of Holders Upon Change of Control Triggering Event.”

The limited covenants in the notes and the indenture may not provide protection against some events or developments that may affect our ability to repay the notes or the trading prices for the notes.

The indenture governing the notes does not:

•  require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

•  limit our ability to incur indebtedness that is equal in right of payment to the notes;

•  limit our ability to incur substantial secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets securing the indebtedness;

•  limit our subsidiaries’ ability to incur indebtedness, which could effectively rank senior to the notes;

•  restrict our subsidiaries’ ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our subsidiaries;

•  restrict our ability to repurchase or prepay our securities; or

•  restrict our ability to make investments or pay dividends or make other payments to L-3 Holdings or other securities ranking junior to the notes.

For these reasons, you should not consider the covenants in the indenture as a significant factor in evaluating whether to invest in the notes. In addition, we are subject to periodic review by independent credit rating agencies. An increase in the level of our outstanding indebtedness, or other events that could have an adverse impact on our business, properties, financial condition, results of operations or prospects, may cause the rating agencies to downgrade our debt credit rating generally, and the ratings on the notes, which could adversely impact the trading prices for, or the liquidity of, the notes. Any such downgrade could also adversely affect our cost of borrowing, limit our access to the capital markets or result in more restrictive covenants in future debt agreements.

The guarantees may be unenforceable due to fraudulent conveyance statutes, and accordingly, you could have no claim against the guarantors.

Although laws differ among various jurisdictions, a court could, under fraudulent conveyance laws, further subordinate or avoid the guarantees if it found that the guarantees were incurred with actual intent to hinder, delay or

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defraud creditors, or the guarantor did not receive fair consideration or reasonably equivalent value for the guarantees and that the guarantor was any of the following:

•  insolvent or rendered insolvent because of the guarantees;

•  engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay at maturity.

If a court voided a guaranty by one or more of our subsidiaries as the result of a fraudulent conveyance, or held it unenforceable for any other reason, holders of the notes would cease to have a claim against the subsidiary based on the guaranty and would solely be creditors of L-3 Communications and any guarantor whose guarantee was not similarly held unenforceable.

Not all of our subsidiaries are guarantors, and your claims will be structurally subordinated to all of the creditors of the non-guarantor subsidiaries.

Each of our material domestic subsidiaries that guarantee any of our other indebtedness will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those non-guarantor subsidiaries before any assets of the non-guarantor subsidiaries are made available for distribution to us. As of December 31, 2009, the notes offered hereby would have been effectively subordinated to $860 million of indebtedness and other liabilities (including trade payables) of these non-guarantor subsidiaries. For the year ended December 31, 2009, the non-guarantor subsidiaries generated 12% of our sales. The non-guarantor subsidiaries held approximately 16% of our consolidated assets at December 31, 2009.

We cannot assure you that an active trading market will develop for the exchange notes, which may reduce their market price.

The exchange notes are a new issue of securities for which there is currently no trading market and an active trading market for the exchange notes may not develop or be sustained. The initial purchasers in the private offering of the outstanding notes have advised us that they presently intend to make a market in the exchange notes. These initial purchasers are not obligated, however, to make a market in the exchange notes and any such market making may be discontinued at any time at the sole discretion of such initial purchasers.

In addition, the liquidity of the trading market in the exchange notes and the market price quoted for the exchange notes may be adversely affected by changes in the overall market for debt securities, changes in our prospects or financial performance or in the prospects for companies in our industry generally. If an active market for the exchange notes fails to develop or be sustained, the trading price could fall. If an active trading market were to develop, they could trade at prices that may be lower than the initial offering price. Whether or not they could trade at lower prices depends on many factors, including:

•  prevailing interest rates;

•  the markets for similar securities;

•  general economic conditions; and

•  our financial condition, historical financial performance and future prospects.

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FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Some of the information included or incorporated by reference in this prospectus concerning our operations, cash flows, financial position, economic performance and financial condition, including in particular, the likelihood of our success in developing and expanding our business and the realization of sales from backlog, include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of total sales growth, sales growth from business acquisitions, organic sales growth, consolidated operating margins, total segment operating margins, interest expense, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties, and therefore, it is possible that these statements may not be achieved. Such statements will also be influenced by factors which include, among other things:

•  our dependence on the defense industry and the business risks peculiar to that industry, including changing priorities or reductions in the U.S. Government defense budget;

•  our reliance on contracts with a limited number of agencies of, or contractors to, the U.S. Government and the possibility of termination of government contracts by unilateral government action or for failure to perform;

•  the extensive legal and regulatory requirements surrounding our contracts with the U.S. or foreign governments and the results of any investigation of our contracts undertaken by the U.S. or foreign governments;

•  our ability to retain our existing business and related contracts (revenue arrangements);

•  our ability to successfully compete for and win new business and related contracts (revenue arrangements) and to win re-competitions of our existing contracts;

•  our ability to identify and acquire additional businesses in the future with terms, including the purchase price, that are attractive to L-3 and to integrate acquired business operations;

•  our ability to maintain and improve our consolidated operating margin and total segment operating margin in future periods;

•  our ability to obtain future government contracts (revenue arrangements) on a timely basis;

•  the availability of government funding or cost-cutting initiatives and changes in customer requirements for our products and services;

•  our significant amount of debt and the restrictions contained in our debt agreements;

•  our ability to continue to retain and train our existing employees and to recruit and hire new qualified and skilled employees, as well as our ability to retain and hire employees with U.S. Government security clearances that are a prerequisite to compete for and to perform work on classified contracts for the U.S. Government;

•  actual future interest rates, volatility and other assumptions used in the determination of pension, benefits and equity-based compensation, as well as the market performance of benefit plan assets;

•  our collective bargaining agreements, our ability to successfully negotiate contracts with labor unions and our ability to favorably resolve labor disputes should they arise;

•  the business, economic and political conditions in the markets in which we operate, including those for the commercial aviation, shipbuilding and communications markets;

•  global economic uncertainty;

•  the DoD’s contractor support services in-sourcing initiative;

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•  events beyond our control such as acts of terrorism;

•  our ability to perform contracts (revenue arrangements) on schedule;

•  our international operations, including sales to foreign customers;

•  our extensive use of fixed-price type contracts as compared to cost-plus type and time-and-material type contracts;

•  the rapid change of technology and high level of competition in the defense industry and the commercial industries in which our businesses participate;

•  our introduction of new products into commercial markets or our investments in civil and commercial products or companies;

•  the outcome of current or future litigation matters, including those that are expected to be resolved by jury trials, which are inherently risky and for which outcomes are difficult to predict;

•  results of audits by U.S. Government agencies, including the Defense Contract Audit Agency, of our sell prices, costs and performance on contracts (revenue arrangements), and our accounting and general business practices;

•  anticipated cost savings from business acquisitions not fully realized or realized within the expected time frame;

•  outcome of matters relating to the Foreign Corrupt Practices Act (FCPA);

•  ultimate resolution of contingent matters, claims and investigations relating to acquired businesses, and the impact on the final purchase price allocations;

•  significant increase in competitive pressure among companies in our industry; and

•  the fair values of our assets, including identifiable intangible assets and the estimated fair value of the goodwill balances for our reporting units, which can be impaired or reduced by other factors, some of which are discussed above.

In addition, for a discussion of other risks and uncertainties that could impair our results of operations or financial condition, see “Risk Factors” and Note 19 to our audited consolidated financial statements on page F-46.

Readers of this prospectus are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

We received net proceeds of approximately $988 million from the offering of the outstanding notes, after deducting the discounts, commissions and estimated expenses payable by us. The net proceeds from the offering of the outstanding notes were used to redeem all $750 million of our outstanding 75/8% Senior Subordinated Notes due 2012 and, together with cash on hand, to repay our outstanding $650 million term loan.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization at December 31, 2009.

You should read this table in conjunction with our financial statements and the related notes, “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

The financial data at December 31, 2009 in the following table are derived from our audited financial statements for the year ended December 31, 2009.

	At December 31,
	2009
	(in millions)
Cash and cash equivalents	$	1,016
Borrowings under Revolving Credit Facility(1)	$	—
51/5% Senior Notes due 2019		1,000
61/8% Senior Subordinated Notes due 2013		400
61/8% Senior Subordinated Notes due 2014		400
57/8% Senior Subordinated Notes due 2015		650
63/8% Senior Subordinated Notes due 2015		1,000
3% Convertible Contingent Debt Securities due 2035		700
Principal amount of long-term debt		4,150
Unamortized discounts		(38	)
Carrying amount of long-term debt		4,112
Equity:
Total L-3 shareholders’ equity		6,567
Noncontrolling interests		93
Total equity		6,660
Total capitalization		10,772

⁽¹⁾ At December 31, 2009, we had the ability to borrow (subject to compliance with covenants) up to an additional $968 million after reducing for outstanding letters of credit of $32 million.

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SELECTED FINANCIAL DATA

We derived the selected financial data presented below at December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the selected financial data presented below at December 31, 2007, 2006 and 2005 and for the years ended December 31, 2006 and 2005 from our audited consolidated financial statements not included in this prospectus. The selected financial data should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements. Our results of operations, cash flows and financial position are affected significantly, in some periods, by our business acquisitions, the more significant of which are described elsewhere herein.

	Year Ended December 31,
	2009		2008(1)		2007		2006(2)			2005
	(in millions, except per share data)
Statement of Operations Data:
Net sales	$	15,615	$	14,901	$	13,961	$	12,477		$	9,445
Cost of sales		13,959		13,342		12,513		11,198			8,448
Litigation gain (charge)(3)		—		126		—		(129	)		—
Stock-based charge(4)		—		—		—		(39	)		—
Operating income		1,656		1,685		1,448		1,111			997
Interest and other income, net		19		28		31		20			5
Interest expense(3)		279		290		314		313			211
Debt retirement charge		10		—		—		—			—
Income from continuing operations before income taxes		1,386		1,423		1,165		818			791
Provision for income taxes		475		494		411		292			277
Income from continuing operations		911		929		754		526			514
Less: Noncontrolling interests		10		11		9		10			10
Income from continuing operations attributable to L-3	$	901	$	918	$	745	$	516		$	504
Net income attributable to L-3(5)	$	901	$	938	$	745	$	516		$	504
Earnings per share allocable to L-3 Holdings’ common shareholders:
Basic:
Income from continuing operations	$	7.65	$	7.50	$	5.92	$	4.17		$	4.23
Net income	$	7.65	$	7.67	$	5.92	$	4.17		$	4.23
Diluted:
Income from continuing operations	$	7.61	$	7.43	$	5.86	$	4.13		$	4.15
Net income	$	7.61	$	7.59	$	5.86	$	4.13		$	4.15
L-3 Holdings’ weighted average common shares outstanding:
Basic		116.8		121.2		124.9		123.1			118.8
Diluted		117.4		122.4		126.2		124.6			121.1
Cash dividends declared per share on L-3 Holdings’ common stock	$	1.40	$	1.20	$	1.00	$	0.75		$	0.50

(1)	The year ended December 31, 2008 includes: (1) a gain of $12 million ($7 million after income taxes, or $0.06 per diluted share) related to the sale of a product line, and (2) a non-cash impairment charge of $28 million ($17 million after income taxes, or $0.14 per diluted share) related to a write-down of capitalized software development costs associated with a general aviation product.
(2)	Effective January 1, 2006, we adopted, on a prospective basis, the provisions of the newly issued share-based payment accounting standard. The standard, which is contained in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718,

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	Compensation-Stock Compensation, reduced 2006 operating income by $42 million, net income attributable to L-3 by $29 million and diluted earnings per share by $0.23.
(3)	The year ended December 31, 2008 includes a pre-tax gain of $133 million ($81 million after income taxes, or $0.66 per diluted share) recorded in the second quarter of 2008 related to the reversal of a $126 million current liability for pending and threatened litigation and $7 million of related accrued interest as a result of a June 27, 2008 decision by the U.S. Court of Appeals which vacated an adverse 2006 jury verdict. For the year ended December 31, 2006, the Company recorded $129 million ($78 million after income taxes, or $0.63 per diluted share) related to this adverse jury verdict, which was rendered on May 24, 2006.
(4)	The Stock-Based Charge of $39 million ($25 million after income taxes, or $0.20 per diluted share) was recorded in the second quarter of 2006 in connection with L-3’s voluntary review of its past stock option granting practices and the related accounting.
(5)	Net income attributable to L-3 includes an after-tax gain of $20 million, or $0.16 per diluted share, related to the sale of our 85% ownership interest in Medical Education Technologies, Inc. on October 8, 2008. The gain is excluded from income from continuing operations for the year ended December 31, 2008.

	Year Ended December 31,
	2009			2008			2007			2006			2005
							(in millions)
Balance Sheet Data (at year end):
Working capital	$	2,669		$	2,254		$	2,181		$	1,553		$	1,789
Total assets		14,813			14,484			14,389			13,285			11,906
Long-term debt		4,112			4,493			4,472			4,452			4,527
Equity		6,660			5,941			6,114			5,439			4,636
Cash Flow Data:
Net cash from operating activities	$	1,407		$	1,387		$	1,270		$	1,074		$	847
Net cash used in investing activities		(272	)		(432	)		(388	)		(1,091	)		(3,547	)
Net cash (used in) from financing activities		(1,005	)		(840	)		(464	)		(29	)		2,441

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Financial Section Roadmap

Management’s discussion and analysis (MD&A) can be found on pages 30 to 60 and the financial statements and related notes can be found on pages F-1 to F-67. The following table is designed to assist in your review of MD&A.

Topic	Location
Overview and Outlook:
L-3’s Business	Pages 30-32
Business Strategy	Pages 32-33
Industry Considerations	Page 33
Key Performance Measures	Pages 34-35
Other Events	Page 35
Liquidity	Pages 35-36
Business Acquisitions and Business and Product Line Dispositions	Pages 36-37
Critical Accounting Policies:
Contract Revenue Recognition and Contract Estimates	Pages 37-39
Goodwill and Identifiable Intangible Assets	Pages 39-43
Pension Plan and Postretirement Benefit Plan Obligations	Pages 43-44
Valuation of Deferred Income Tax Assets and Liabilities	Page 44
Liabilities for Pending and Threatened Litigation	Page 44
Valuation of Long-Lived Assets	Page 44
Results of Operations	Pages 45-52
Liquidity and Capital Resources:
Anticipated Sources and Uses of Cash Flow	Page 52
Balance Sheet	Page 53
Pension Plans	Pages 53-54
Statement of Cash Flows	Pages 54-57
Contractual Obligations	Pages 57-58
Off Balance Sheet Arrangements	Page 58
Legal Proceedings and Contingencies	Pages 58-59
Derivative Financial Instruments and other Market Risk	Page 59
Backlog and Orders	Pages 59-60
Accounting Standards Issued and Not Yet Implemented	Page 60
Inflation	Page 60

Overview and Outlook

L-3’s Business

L-3 is a prime system contractor in aircraft modernization and maintenance, Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (C³ISR) systems, and government services. L-3 is also a leading provider of high technology products, subsystems and systems. Our customers include the U.S. Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS), U.S. Department of Justice (DoJ), allied foreign

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governments, domestic and foreign commercial customers, and select other U.S. federal, state and local government agencies.

We have the following four reportable segments: (1) C³ISR, (2) Government Services, (3) Aircraft Modernization and Maintenance (AM&M), and (4) Electronic Systems. During the 2009 fourth quarter, we renamed our Specialized Products reportable segment Electronic Systems to better describe the nature of the segment’s businesses. Financial information with respect to each of our reportable segments is included in Note 22 to our audited consolidated financial statements. C³ISR provides products and services for the global ISR market, C³ISR systems, networked communications systems and secure communications products. We believe that these products and services are critical elements for a substantial number of major command, control and communication, intelligence gathering and space systems. These products and services are used to connect a variety of airborne, space, ground and sea-based communication systems and are used in the transmission, processing, recording, monitoring, and dissemination functions of these communication systems. Government Services provides a full range of engineering, technical, analytical, information technology (IT), advisory, training, logistics and support services to the DoD, DoS, DoJ, and U.S. Government intelligence agencies and allied foreign governments. AM&M provides modernization, upgrades and sustainment, maintenance and logistics support services for military and various government aircraft and other platforms. We sell these services primarily to the DoD, the Canadian Department of Defense (DND) and other allied foreign governments. Electronic Systems provides a broad range of products and services, including components, products, subsystems, systems, and related services to military and commercial customers in several niche markets across several business areas, including power & control systems, electro-optic/infrared (EO/IR), microwave, simulation & training, precision engagement, aviation products, security & detection, propulsion systems, displays, telemetry & advanced technology, undersea warfare, and marine services.

During the quarter ended March 27, 2009, we revised our reportable segment presentations to conform to certain re-alignments in our management and organization structure. Consequently, we made certain reclassifications between our C³ISR, Government Services and AM&M reportable segments. See Note 22 to our audited consolidated financial statements for the prior period amounts reclassified between reportable segments. Also, during the 2009 fourth quarter, we renamed our Specialized Products reportable segment Electronic Systems to better describe the nature of the segment’s businesses.

For the year ended December 31, 2009, we generated sales of $15,615 million. Our primary customer was the DoD. The table below presents a summary of our 2009 sales by end customer and the percent contributed by each to our total 2009 sales.

			% of
	2009 Sales		Total Sales
	(in millions)
Army	$	4,107		26	%
Air Force		3,721		24
Navy/Marines		2,544		16
Other Defense		1,560		10
Total DoD	$	11,932		76	%
Other U.S. Government		1,127		7
Total U.S. Government	$	13,059		83	%
Foreign governments		1,082		7
Commercial — foreign		867		6
Commercial — domestic		607		4
Total sales	$	15,615		100	%

Most of our contracts (revenue arrangements) with the U.S. Government are subject to U.S. Defense Contract Audit Agency audits and various cost and pricing regulations, and include standard provisions for termination for the convenience of the U.S. Government. Multiyear U.S. Government contracts and related orders are subject to cancellation

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if funds for contract performance for any subsequent year become unavailable. Foreign government contracts generally include comparable provisions relating to termination for the convenience of the relevant foreign government.

Business Strategy

Our business strategy is customer-focused and aims to increase shareholder value by providing products and services to our customers that create value for them with responsive, high-quality and affordable solutions. Financially, our emphasis is on sustainably growing earnings per share and cash flow. Our strategy involves a flexible and balanced combination of organic growth, cost reductions, select business acquisitions and divestitures, and dividends and share repurchases, enabling us to grow the Company and also return cash to our shareholders. We intend to maintain and expand our position as a leading prime system contractor and supplier of products, subsystems, systems, and services to the DoD, other U.S. Government agencies, allied foreign governments and commercial customers, both domestic and international. Our strategy includes the objectives discussed below.

We believe a key part of L-3’s strategy is to create an entrepreneurial, accountable, and results-driven culture that is focused on meeting our customer’s needs and on achieving L-3’s strategic goals and growth objectives. L-3’s culture is made up of diverse people providing creative solutions and ideas in an environment that fosters teamwork and collaboration across our business units. Operating with integrity and with a commitment to the highest standards of ethical conduct is an important part of our strategy to build and maintain the trust of our customers, shareholders, employees, suppliers and communities where we live and work.

We believe that outstanding program and contract performance on our existing programs and contracts in terms of on-budget, on-schedule and in accordance with our contractual obligations is the foundation for successfully meeting our objectives of expanding L-3’s prime contractor and supplier positions and growing sales organically. We believe that a prerequisite for growing and winning new business is to retain our existing business with successful contract performance, including schedule, cost, technical and other performance criteria. Therefore, we will continue to focus on delivering superior contract performance to our customers to maintain our reputation as an agile and responsive contractor and to differentiate L-3 from its competitors.

We intend to expand our prime system contractor roles in select business areas where we have domain expertise, including C³ISR, aircraft modernization and maintenance and government technical services. We also intend to enter into “teaming” arrangements with other prime system contractors and platform original equipment manufacturers to compete for select new business opportunities. As an independent supplier of a broad range of products, subsystems and systems in several key business areas, our growth will partially be driven by expanding our share of existing programs and participating on new programs. We also expect to identify opportunities to use our customer relationships and leverage the capabilities of our various businesses, including proprietary technologies, to expand the scope of our products and services to existing and new customers. Furthermore, we intend to continue to supplement our growth by participating on and competing for new programs internationally, particularly in Canada, the United Kingdom and Australia.

We intend to continue to align our products, services, internal investments in research and development and business development activities to proactively address customer priorities and requirements. We also intend to grow our sales through the introduction of new products and services and continued increased collaboration among our businesses to offer the best quality and competitive solutions and services to our customers.

We intend to use our existing prime contractor and supplier positions and internal investments to grow our sales organically. We expect to continue to benefit from our positions as a supplier to multiple bidders on select prime contract bids. We plan to maintain our diversified and broad business mix with its limited reliance on any single contract, follow-on or new business opportunities. We also expect to continue to supplement our organic sales growth by selectively acquiring businesses that add new products, services, technologies, programs and contracts or provide access to select customers, and provide attractive returns on investment.

We intend to continue to aggressively improve and reduce our direct contract costs and overhead costs, including general and administrative costs. Effective management of labor, material, subcontractor and other direct costs is a primary element of favorable contract performance. We also intend to grow sales at a faster rate than overhead costs. We believe continuous cost improvement will enable us to increase our cost competitiveness,

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expand operating margin and selectively invest in new product development, bids and proposals and other business development activities to organically grow sales.

We intend to continue to collaborate among our diversified businesses to develop new business opportunities. The combination of our leading technologies, speed, and agility to meet customer requirements and priorities will allow us to accelerate our shift from a “black box” provider to a system solutions provider.

Industry Considerations

In recent years, a variety of changing conditions have significantly affected the markets for defense systems, products and services. There has been a fundamental shift in focus from a traditional “threat-based” model to one that emphasizes a broad range of capabilities needed to respond to all contingencies and to defeat all adversaries (all hazards, all threats). This expanded scope has transformed the U.S. defense posture to a “capabilities-based” orientation that can be tailored and structured to meet the demands of contemporary and future national and homeland security requirements. This new approach involves creating a more flexible response with appropriate capability, agility and force while highlighting changing technologies and operational approaches applied to the challenges we face at every level of warfare and in conditions short of war. The entire set of capabilities resident in the DoD inventory will be examined for change, with special attention given to improved strategic defense systems, interoperable and brilliant networked information and communications systems, precise weapons and survivable delivery platforms, improved and enhanced intelligence, reconnaissance, surveillance and target acquisition (IRSTA) systems, and security systems in general. This transformation also includes the application of military capabilities for homeland defense and selected emergency response efforts.

The 2010 U.S. Quadrennial Defense Review (QDR) incorporates “lessons learned” from U.S. military operations in Iraq and Afghanistan. The QDR promotes increased availability of rotary-wing assets, expanded manned and unmanned aircraft systems for ISR, enhanced special operations and irregular warfare capabilities, greater language and cultural capabilities, more effective communications and information sharing, and enhanced security cooperation with partner nations. The QDR also focuses on strategic capabilities to maintain a strong deterrent posture against future challenges to our security and support of U.S. civil authorities.

In recent years DoD budgets have reflected increased focus on C⁵ISR (command, control, communications, computers, collaboration and intelligence, surveillance and reconnaissance), precision-guided weapons, UAVs and other electro-mechanical robotic capabilities, networked information technologies, special operations forces, and missile defense. In addition, the DoD has focused on a transformation strategy that seeks to balance modernization and recapitalization (or upgrading existing platforms and capabilities) while enhancing readiness and joint operations — all while engaging in demanding on-going military operations. As a result, defense budget program allocations continue to favor immediate war-fighting improvements and concurrent limited investment in future programs. DoD’s emphasis on systems interoperability, force multipliers, advances in intelligence gathering, and the provision of real-time relevant data to battle commanders — often referred to as the common operating picture (COP), have increased the electronic content of nearly all major military procurement and research programs. Therefore, it is expected that the DoD budget for information technologies and defense electronics will grow. We believe L-3 is well positioned to benefit from the expected focus in those areas.

While the DoD budget could be affected by several factors, including current and future economic conditions and presidential administration priorities, we are unable to predict the impact and outcome of these uncertainties. However, the current outlook is one of more precise application of DoD spending, which will continue to support L-3’s future orders and sales, operating results and cash flows. Conversely, a decline in the DoD budget would generally have a negative effect on future orders, sales, operating profits, and cash flows of defense contractors, including L-3, depending on the platforms and programs affected by such budget reductions.

With regard to U.S. homeland defense and security, increased emphasis in these important endeavors may increase the demand for our capabilities in areas such as security systems, information assurance and cyber security, crisis management, preparedness and prevention services, and non-DoD security operations.

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Key Performance Measures

The primary financial performance measures that L-3 uses to manage its businesses and monitor results of operations are sales growth and operating income growth. Management believes that these financial performance measures are the primary growth drivers for L-3’s earnings per common share and net cash from operating activities. L-3’s business strategy is focused on increasing sales from organic growth and select business acquisitions that add new products, services, technologies, programs or customers to our existing businesses and provide attractive returns on investment. We define organic sales growth as the increase or decrease in sales for the current period compared to the prior period, excluding sales in the: (1) current period from business and product line acquisitions that are included in L-3’s actual results of operations for less than twelve months, and (2) prior period from business and product line divestitures that are included in L-3’s actual results of operations for the twelve-month period prior to the divestiture date. The two main determinants of our operating income growth are sales growth and improvements in direct and indirect contract costs. We define operating margin as operating income as a percentage of sales.

Sales Growth.  Our average annual sales growth for the five years ended December 31, 2009, was 18%, with average annual organic sales growth of approximately 8% and average annual sales growth from business acquisitions, net of divestitures, of approximately 10%. Sales growth for the year ended December 31, 2009 was 5%, comprised of organic sales growth of 4%, and sales growth from business acquisitions, net of divestitures, of 1%. We expect future sales to grow at a slower pace than the past five year average.

For the year ended December 31, 2009, our largest contract (revenue arrangement) in terms of annual sales was the SOFSA contract, which generated approximately 3% of our sales. On March 3, 2009, SOFSA announced that L-3 was not selected to perform on the follow-on contract. L-3 subsequently protested and, as a consequence, SOFSA has taken corrective action, which will include the issuance of a revised solicitation. Once a new solicitation is issued, proposals will be requested from all bidders. We were notified that a new solicitation will be issued in approximately April 2010, with an expected award date of January 2011. We may not succeed in the recompetition for the next SOFSA contract. We continue to perform on the current contract, which has been extended to January 2011.

For the year ended December 31, 2008, our largest contract (revenue arrangement) in terms of annual sales was the USAF Contract Field Team (CFT) contract, which generated 3% of our sales. CFT is a multi-sourced contract, which provides worldwide quick reaction maintenance of deployed aircraft and ground vehicles for the U.S. military. A new CFT contract began on October 1, 2008 and L-3 was one of the winning contractors selected by the USAF to compete for task orders on the new CFT indefinite delivery/indefinite quantity contract. There are more contractors competing for task orders on the new CFT contract compared to the prior contract; therefore, annual sales on the new contract decreased by $164 million for the year ended December 31, 2009 compared to the year ended December 31, 2008.

As is the case with most other U.S. defense contractors, we have benefited from the upward trend in DoD budget authorization and spending outlays over recent years, including supplemental appropriations for military operations in Iraq and Afghanistan. We expect future DoD budgets, including supplemental appropriations, to grow at a significantly slower pace than the past several years, and to possibly flatten or decline. However, we believe that our businesses should be able to continue to generate modest organic sales growth because we anticipate the defense budget and spending priorities will continue to focus on several areas that match L-3’s core competencies, such as communications and ISR, sensors, special operations support, helicopter crew training and maintenance and simulation & training.

The current and future DoD budgets and level of future Congressional supplemental appropriations for U.S. military operations in Iraq and Afghanistan could remain unchanged or decline because of several factors, including, but not limited to, changes in U.S. procurement policies, budget considerations, current and future economic conditions, presidential administration priorities, changing national security and defense requirements, and geo-political developments, which are beyond our control. Any of these factors could result in a significant decline in or redirection of current and future DoD budgets and impact L-3’s future results of operations, including our organic sales growth rate. Additionally, L-3’s future results of operations and sales growth will be affected by our ability to retain our existing business and to successfully compete for new business, which largely depend on: (1) our successful performance on existing contracts, (2) the effectiveness and innovation of our technologies and research and development activities, (3) our ability to offer better program performance than our competitors at a

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lower cost, and (4) our ability to retain our employees and hire new ones, particularly those employees who have U.S. Government security clearances.

Operating Income Growth.  For the year ended December 31, 2009, our consolidated operating income was $1,656 million, a decrease of 2% from $1,685 million for the year ended December 31, 2008. Our consolidated operating margin was 10.6% for the year ended December 31, 2009, a decrease of 70 basis points from 11.3% for the year ended December 31, 2008. Our operating income and operating margins for the year ended December 31, 2008, were impacted by certain items which occurred during the 2008 second quarter as further discussed below. In the aggregate, these items increased operating income by $110 million. Excluding these same items, for the year ended December 31, 2008, our consolidated operating income was $1,575 million and our consolidated operating margin was 10.6%.

We expect to continue to generate modest annual increases in operating margin, as we expect to increase sales, grow sales at a rate faster than the increase in our indirect costs, and improve our overall contract performance. However, we may not be able to continue to expand our operating margins on an annual basis. Additionally, in the future, select business acquisitions and select new business, including contract renewals and new contracts, could also reduce our operating margin if their margins are lower than L-3’s operating margin on existing business and contracts. Our business objectives include growing earnings per common share and net cash from operating activities. Improving operating margins is one method for achieving these goals, but it is not the only one.

Other Events

Accounting Standards Implemented.  We adopted nine newly issued accounting standards during 2009, six of which were effective January 1, 2009. In accordance with the transition and disclosure provisions of three of these standards, we retrospectively applied those provisions and adjusted the prior period financial statements accordingly. The adoption of these standards reduced net income attributable to L-3 by $12 million ($0.13 per diluted share) for the year ended December 31, 2009. See Note 3 to our audited consolidated financial statements for the standards adopted and their impact on our financial position and results of operations.

2008 Events.  As discussed above, our 2008 results were impacted by three items that, in the aggregate, increased 2008 consolidated operating income by $110 million and reduced interest expense by $7 million (net $71 million after income taxes, or $0.58 per diluted earnings per share). These three items are collectively referred to as the Q2 2008 Items and are comprised of:

•  A gain of $133 million ($81 million after income taxes, or $0.66 per diluted share) related to the reversal of a $126 million liability as a result of a June 27, 2008 decision by the U.S. Court of Appeals which vacated an adverse 2006 jury verdict and $7 million of related accrued interest (the “Litigation Gain”);

•  A gain of $12 million ($7 million after income taxes, or $0.06 per diluted share) related to the sale of a product line (the “Product Line Divestiture Gain”); and

•  A non-cash impairment charge of $28 million ($17 million after income taxes, or $0.14 per diluted share) related to a write-down of capitalized software development costs for a general aviation product (the “Impairment Charge”).

Also, on October 8, 2008, we divested our 85% ownership interest in Medical Education Technologies, Inc. (METI) and recorded a gain in the year ended December 31, 2008 of $33 million ($20 million after income taxes, or $0.16 per diluted share). The gain is excluded from income from continuing operations for the year ended December 31, 2008.

Liquidity

During the 2009 fourth quarter, L-3 Communications refinanced a substantial portion of its debt. On October 2, 2009, L-3 Communications completed a $1 billion offering of the outstanding notes. A portion of the net proceeds from the offering was used by L-3 Communications to repay the outstanding $650 million term loan on October 7, 2009. The remaining net proceeds, together with cash on hand, were used to redeem the outstanding $750 million 7⁵/₈% Senior Subordinated Notes due on June 15, 2012 (2002 Notes) on November 2, 2009. In connection with the redemption of the 2002 Notes, we recorded a debt retirement charge in the fourth quarter of 2009 of approximately $10 million ($6 million after income tax, or $0.05 per diluted share). The net impact of the refinancing reduced our debt by approximately $400 million. Additionally, on October 23, 2009, we entered into our new $1 billion three-

35

year Revolving Credit Facility that expires on October 23, 2012, replacing the existing $1 billion revolving credit facility that was scheduled to expire on March 9, 2010.

Holders of our $700 million CODES may require us to repurchase them in whole or in part at a cash repurchase price equal to 100% of the principal amount (plus accrued and unpaid interest, including contingent interest and additional interest, if any) through the exercise of a “put” option on February 1, 2011. Furthermore, the first scheduled maturity of our existing debt is our $400 million 6¹/₈% Senior Subordinated Notes maturing on July 15, 2013.

Our primary source of liquidity is cash flow generated from operations. We generated $1,407 million of cash from operating activities during the year ended December 31, 2009. We also had cash and cash equivalents of $1,016 million at December 31, 2009. We currently believe that our liquidity is adequate to meet our anticipated requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” on page 52.

Business Acquisitions and Business and Product Line Dispositions

As discussed above, a portion of our growth strategy is to selectively acquire businesses that add new products, services, technologies, programs or customers to our existing businesses. We intend to continue acquiring select businesses for reasonable valuations that will provide attractive returns to L-3. Our business acquisitions, depending on their contract-type, sales mix or other factors, could reduce L-3’s consolidated operating margin while still increasing L-3’s operating income, earnings per share, and net cash from operating activities. In addition, we may also dispose of certain businesses or product lines if we determine that they no longer fit into L-3’s overall business strategy and we are able to receive an attractive sales price.

Business Acquisitions and Divestitures

Acquisitions.  The table below summarizes the acquisitions that we have completed during the years ended December 31, 2007, 2008 and 2009, referred to herein as business acquisitions. See Note 4 to our audited consolidated financial statements for further information regarding our business acquisitions. During the year ended December 31, 2009, we used $90 million in the aggregate for business acquisitions, including earnout payments and remaining contractual purchase prices for acquisitions completed prior to January 1, 2009.

		Purchase
Business Acquisitions	Date Acquired	Price(1)
		(in millions)
2007
Geneva Aerospace, Inc. (Geneva)	January 31, 2007	$	16	(2)
Global Communication Solutions, Inc.	May 4, 2007		152
APSS S.r.l.	August 31, 2007		12
MKI Systems, Inc.	December 3, 2007		45
Total 2007		$	225
2008
HSA Systems Pty. Ltd.	March 14, 2008	$	16
METI	April 4, 2008		3	(3)
Electro-Optical Systems	April 21, 2008		178
G.A. International Electronics and subsidiaries (GAI)	July 25, 2008		4	(4)
International Resources Group Ltd.	December 3, 2008		63
Total 2008		$	264
2009
Chesapeake Sciences Corporation	January 30, 2009	$	91	(5)

⁽¹⁾ The purchase price represents the contractual consideration for the acquired business, excluding adjustments for net cash acquired and acquisition transaction costs.

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(2)	Excludes additional purchase price, not to exceed $13 million, in the aggregate, which is contingent upon the financial performance of Geneva for the year ended December 31, 2009.
(3)	We increased our ownership interest in METI from approximately 80% to 85% in 2008. METI was sold on October 8, 2008, as described below.
(4)	Excludes additional purchase price, not to exceed $1 million, in the aggregate, which is contingent upon the financial performance of GAI through July 2011.
(5)	Includes additional purchase price of approximately $4 million for certain acquired tax benefits.

All of our business acquisitions are included in our consolidated results of operations from their dates of acquisition. We regularly evaluate potential business acquisitions. On February 18, 2010, we entered into an agreement to acquire all the outstanding common stock of a business for approximately $613 million. The acquisition will be structured as an asset purchase for income tax purposes. We anticipate completing this acquisition in the second quarter of 2010, subject to customary closing conditions and regulatory approvals. We expect to fund the purchase price with cash on hand.

Divestitures.  On October 8, 2008, we divested our 85% ownership interest in METI, which was within the Electronic Systems reportable segment. The sale resulted in an after-tax gain of $20 million (pre-tax gain of $33 million), which was excluded from income from continuing operations. The revenues, operating results and net assets of METI for all periods presented were not material and, therefore, are not presented as discontinued operations. METI generated $48 million of sales and $4 million of operating income for the year ended December 31, 2008 and $52 million of sales and $4 million of operating income for the year ended December 31, 2007. On May 9, 2008, we sold the Electron Technologies Passive Microwave Devices (PMD) product line within the previously named Specialized Products segment and recognized an after-tax gain of approximately $7 million (pre-tax gain of $12 million).

Critical Accounting Policies

Our significant accounting policies are described in Note 2 to our audited consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and cost of sales during the reporting period. The most significant of these estimates and assumptions relate to contract revenue, profit and loss recognition, fair values of assets acquired and liabilities assumed in business combinations, market values for inventories reported at lower of cost or market, pension and post-retirement benefit obligations, stock-based employee compensation expense, valuation of deferred taxes, litigation reserves and environmental obligations, accrued product warranty costs and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Actual amounts will differ from these estimates and could differ materially. We believe that our critical accounting estimates have the following attributes: (1) we are required to make assumptions about matters that are uncertain and inherently judgmental at the time of the estimate; (2) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues and costs, and recoverability of assets, and (3) changes in the estimate could have a material effect on our financial condition or results of operations. We believe the following critical accounting policies contain the more significant judgments and estimates used in the preparation of our financial statements.

Contract Revenue Recognition and Contract Estimates.  A large portion of our revenue is generated using written contracts (revenue arrangements) that require us to design, develop, manufacture, modify, upgrade, test and integrate complex aerospace and electronic equipment, and to provide related engineering and technical services according to the buyer’s specifications. These revenue arrangements or contracts are generally fixed price, cost-plus, or time-and-material and are covered by accounting standards for construction-type and production-type contracts and federal government contractors. Substantially all of our cost-plus type and time-and-material type contracts are with the U.S. Government, primarily the DoD. Certain of our contracts with the U.S. Government are multi-year contracts that are funded annually by the customer, and sales on these multi-year contracts are based on amounts appropriated (funded) by the U.S. Government.

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Sales and profits on fixed-price type contracts that are covered by accounting standards for construction-type and production-type contracts and federal government contractors are substantially recognized using percentage-of-completion (POC) methods of accounting. Sales and profits on fixed-price production contracts under which units are produced and delivered in a continuous or sequential process are recorded as units are delivered based on their contractual selling prices (the “units-of-delivery” method). Sales and profits on each fixed-price production contract under which units are not produced and delivered in a continuous or sequential process, or under which a relatively few number of units are produced, are recorded based on the ratio of actual cumulative costs incurred to total estimated costs at completion of the contract multiplied by the total estimated contract revenue, less cumulative sales recognized in prior periods (the “cost-to-cost” method). Under both POC methods of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year.

Accounting for the sales on these fixed-price contracts, requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work, and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the difference between the total estimated contract revenue and the total estimated cost at completion. Under the units-of-delivery method, sales on a fixed-price type contract are recorded as the units are delivered during the period based on their contractual selling prices. Under the cost-to-cost method, sales on a fixed-price type contract are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (i) the total estimated contract revenue, less (ii) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units-of-delivery method or cost-to-cost method is equal to (i) the current estimated total profit margin multiplied by the cumulative sales recognized, less (ii) the amount of cumulative profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenues, a loss arises, and a provision for the entire loss is recorded in the period that the loss becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded as a component of other current liabilities entitled “Estimated cost in excess of estimated contract value to complete contracts in process in a loss position.”

Adjustments to estimates for a contract’s revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. The impact of revisions in profit (loss) estimates for all types of contracts subject to percentage-of-completion accounting are recognized on a cumulative catch-up basis in the period in which the revisions are made. Amounts representing contract change orders or claims are included in sales only when they can be reliably estimated and their realization is reasonably assured. The revisions in contract estimates, if significant, can materially affect our results of operations and cash flows, as well as reduce the valuations of receivables and inventories, and in some cases result in liabilities to complete contracts in a loss position.

Sales and profits on cost-plus type contracts that are covered by accounting standards for government contractors are recognized as allowable costs are incurred on the contract, at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-plus contract is fixed or variable based on the contractual fee arrangement. Incentive and award fees are our primary variable fee contractual arrangement. Incentive and award fees on cost-plus type contracts are included as an element of total estimated contract revenues and recorded to sales when a basis exists for the reasonable prediction of performance in relation to established contractual targets and we are able to make reasonably dependable estimates for them. Sales and profits on time-and-material type contracts are recognized on the basis of direct labor hours expended multiplied by the contractual fixed rate per hour, plus the actual costs of material and other direct non-labor costs. On a time-and-material type contract, the fixed hourly rates include amounts for the cost of direct labor, indirect contract costs and profit. Cost-plus type or time-and-material type contracts generally contain less estimation risks than fixed-price type contracts.

Sales on arrangements for (1) fixed-price type contracts that require us to perform services that are not related to production of tangible assets (Fixed-Price Service Contracts), and (2) certain commercial customers are recognized in accordance with revenue recognition accounting standards for revenue arrangements with

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commercial customers. Sales for our businesses whose customers are primarily commercial business enterprises are substantially generated from single element revenue arrangements. Sales are recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been performed, the selling price to the buyer is fixed or determinable and collectability is reasonably assured. Sales for Fixed-Price Service Contracts that do not contain measurable units of work performed are generally recognized on a straight-line basis over the contractual service period, unless evidence suggests that the revenue is earned, or obligations fulfilled, in a different manner. Sales for Fixed-Price Service Contracts that contain measurable units of work performed are generally recognized when the units of work are completed. Sales and profit on cost-plus and time-and-material type contracts within the scope of revenue recognition accounting standards for revenue arrangements with commercial customers are recognized in the same manner as those within the scope of contract accounting standards, except for incentive and award fees. Cost-based incentive fees are recognized when they are realizable in the amount that would be due under the contractual termination provisions as if the contract was terminated. Performance based incentive fees and award fees are recorded as sales when awarded by the customer.

Sales and profit in connection with contracts to provide services to the U.S. Government that contain collection risk because the contracts are incrementally funded and subject to the availability of funds appropriated, are deferred until the contract modification is obtained, indicating that adequate funds are available to the contract or task order.

Goodwill and Identifiable Intangible Assets.  In accordance with the accounting standards for business combinations, we allocate the cost of business acquisitions to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition (commonly referred to as the purchase price allocation). As part of the purchase price allocations for our business acquisitions, identifiable intangible assets are recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are capable of being separated or divided from the acquired business and sold, transferred, licensed, rented or exchanged. However, we do not recognize any intangible assets apart from goodwill for the assembled workforces of our business acquisitions.

Generally, the largest separately identifiable intangible asset from the businesses that we acquire is the value of their assembled workforces, which includes the human capital of the management, administrative, marketing and business development, scientific, engineering and technical employees of the acquired businesses. The success of our businesses, including their ability to retain existing business (revenue arrangements) and to successfully compete for and win new business (revenue arrangements), is primarily dependent on the management, marketing and business development, contracting, engineering and technical skills and knowledge of our employees, rather than on productive capital (plant and equipment, and technology and intellectual property). Additionally, for a significant portion of our businesses, our ability to attract and retain employees who have U.S. Government security clearances, particularly those with top-secret and above clearances, is critical to our success, and is often a prerequisite for retaining existing revenue arrangements and pursuing new ones. Generally, patents, trademarks and licenses are not material for our acquired businesses. Furthermore, our U.S. Government contracts (revenue arrangements) generally permit other companies to use our patents in most domestic work performed by such other companies for the U.S. Government. Therefore, because intangible assets for assembled workforces are part of goodwill, the substantial majority of the intangible assets for our acquired business acquisitions are recognized as goodwill. Additionally, the value assigned to goodwill for our business acquisitions also includes the value that we expect to realize from cost reduction measures that we implement for our acquired businesses. Goodwill equals the amount of the purchase price of the business acquired in excess of the sum of the fair value of identifiable acquired assets, both tangible and intangible, less the fair value of liabilities assumed. At December 31, 2009, we had goodwill of $8,190 million and identifiable intangible assets of $377 million.

The most significant identifiable intangible asset that is separately recognized in accordance with U.S. GAAP for our business acquisitions is customer contractual relationships. All of our customer relationships are established through written customer contracts (revenue arrangements). The fair value for customer contractual relationships is determined, as of the date of acquisition, based on estimates and judgments regarding expectations for the estimated future after-tax earnings and cash flows (including cash flows from working capital) arising from the follow-on sales on contract (revenue arrangement) renewals expected from customer contractual relationships over their estimated lives, including the probability of expected future contract renewals and sales, less a contributory asset charge, all of which is discounted to present value. If actual future after-tax cash flows are significantly lower than

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our estimates, we may be required to record an impairment charge to write down the identifiable intangible assets to their realizable values. All identifiable intangible assets are amortized over their estimated useful lives as the economic benefits are consumed, ranging from four to 30 years.

We review goodwill and intangible assets for impairment at least annually as of November 30, as well as whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable in accordance with the accounting standards for intangibles and goodwill. In accordance with these standards, goodwill and other intangible assets for each reporting unit are tested using a two-step process. A reporting unit is an operating segment, as defined by the segment reporting accounting standards, or a component of an operating segment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and is reviewed by operating segment management. Two or more components of an operating segment may be aggregated and deemed a single reporting unit for goodwill impairment testing purposes if the components have similar economic characteristics.

L-3 had 18 reporting units at December 31, 2009 and December 31, 2008. The composition of our reporting units and associated goodwill were substantially the same in 2009 as compared to 2008 except for changes in goodwill caused primarily by a business acquisition and foreign currency translation adjustments, as disclosed in Note 7 to our audited consolidated financial statements.

The table below presents the number of reporting units in each of our reportable segments and the associated goodwill, at December 31, 2009.

	Number of		Aggregate
Reportable Segment	Reporting Units		Goodwill
			(in millions)
C3ISR		3	$	870
Government Services		1		2,320
AM&M		1		1,158
Electronic Systems		13		3,842
Total		18	$	8,190

The first step in the process of testing goodwill for potential impairment is to compare the carrying value of the reporting unit to its fair value. If a potential impairment is identified, the second step is to measure the impairment loss by comparing the implied fair value of goodwill with the carrying value of goodwill of the reporting unit. Our methodology for determining the fair value of a reporting unit is estimated using a discounted cash flow (DCF) valuation approach, and is dependent on estimates for future sales, operating income, depreciation and amortization, income tax payments, working capital changes, and capital expenditures, as well as, expected long-term growth rates for cash flows. All of these factors are affected by economic conditions related to the industries in which we operate (predominantly the U.S. defense industry), as well as, conditions in the U.S. capital markets.

The more significant assumptions used in our DCF valuations to determine the fair values of our reporting units in connection with the goodwill valuation assessment at November 30, 2009, were: (1) detailed three-year cash flow projections for each of our reporting units, which are based primarily on our estimates of future sales and operating income, (2) the expected long-term growth rates for each of our reporting units, which approximate the expected long-term growth rate for the U.S. economy and the respective industries in which the reporting units operate, and (3) risk adjusted discount rates, including the estimated risk-free rate of return, that are used to discount future cash flow projections to their present values. There were no significant changes to the underlying methods used in 2009 as compared to the prior year DCF valuations of our reporting units.

The risk adjusted discount rate represents the estimated weighted-average cost of capital (WACC) for each reporting unit at the date of the annual impairment test. Each reporting unit WACC was comprised of (1) an estimated required rate of return on equity, based on publicly traded companies with business characteristics comparable to each of L-3’s reporting units, including a risk free rate of return (i.e. prevailing market yield of 4.2% on the 30 year U.S. Treasury Bond as of November 30, 2009) and an equity risk premium of 5%, and (2) the current after-tax market rate of return on L-3’s debt (which was 3.4% as of November 30, 2009), each weighted by the relative market value percentages of L-3’s equity and debt. The WACC assumptions for each reporting unit are

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based on a number of market inputs that are outside of our control and are updated annually to reflect changes to such market inputs as of the date of our annual goodwill impairment assessments, including: (1) changes to the estimated required rate of return on equity based on historical returns on common stock securities of publicly traded companies with business characteristics comparable to each of L-3’s reporting units and the Standard & Poor’s 500 Index over a two-year period, (2) changes to the risk free rate of return based on the prevailing market yield on the 30 year U.S. Treasury Bond on the date of our annual goodwill impairment assessments, and (3) changes to the market rate of return on L-3’s debt based on the prevailing yields on L-3’s publicly traded debt securities on the date of our annual goodwill impairment assessments. The 2009 equity risk premium of 5% used to determine our WACC was unchanged from the prior year.

The table below presents the weighted average risk adjusted discount rate assumptions used in our DCF valuation for each of our reportable segments in connection with the goodwill impairment assessments at November 30, 2009.

Reportable Segment	2010-2014		After 2014
C3ISR(1)		7.0%		7.9%
Government Services(2)		6.6%		7.4%
AM&M(2)		7.0%		7.9%
Electronic Systems(3)		7.3%		8.2%

(1)	All reporting units within the C3ISR reportable segment used the risk adjusted discount rates as presented in the table above.
(2)	The Government Services and AM&M reportable segments are each comprised of one reporting unit.
(3)	The risk adjusted discount rates used for reporting units within the Electronic Systems reportable segment range from 7.0% to 8.3% for 2010 to 2014, and 7.9% to 9.4% for the years after 2014.

As presented in the table below, L-3’s historical three-year average annual cash flow growth rates for 2009, 2008 and 2007 for our reportable segments ranged from a negative 11% to a positive 15%. The annual cash flows generated by each of our reporting units vary from year to year, and therefore, the annual cash flow growth rates do not result in linear trends, due to a number of factors. The factors that affect the level of annual cash flows in each of our reporting units include, but are not limited to: (1) variability of annual sales volume and sales growth rates, (2) increases and decreases in working capital, including customer advance payments and billings on multi-year contracts (revenue arrangements) with long-term performance periods (exceeding one year), (3) the timing of invoicing and cash collections between fiscal years from receivables due from customers on multi-year contracts (revenue arrangements) that are affected by the financing terms of individual contracts, (4) the timing of increases and decreases of select inventories procured and produced in anticipation of future product sales, which frequently overlap the ending and beginning of fiscal years, (5) the timing of the receipt of award fee and incentive fee payments from customers on contracts (revenue arrangements), (6) variability in annual cash outlays for research and development costs, (7) changes in cash outlays for capital expenditures for property, plant and equipment, and (8) increases in annual sales and costs and expense volumes of a reporting unit resulting from business acquisitions. As a result of the factors discussed above and the varying sizes of our reporting units, the annual cash flow levels and growth rates at the reporting unit level tend to fluctuate significantly from year to year. The 2009 cash flow amount and the cash flow growth rate for each of the last three years for each of our reportable segments are also presented below.

	Cash Flow(1)		Growth Rate
	(in millions)
Reportable Segment	2009		2009			2008			2007			3 Yr. Average
C3ISR(2)	$	215		32	%		17	%		(4	)%		15	%
Government Services(3)	$	265		(40	)%		22	%		(16	)%		(11	)%
AM&M(4)	$	156		(30	)%		9	%		(6	)%		(9	)%
Electronic Systems(5)	$	538		5	%		(12	)%		30	%		8	%

(1)	Reportable segment cash flow excludes interest payments on debt and other corporate cash flows.
(2)	The increase in cash flow in 2009 for C3ISR was primarily due to sales and operating income growth. In 2008, the cash flow growth was primarily due to sales and operating income growth, in addition to a smaller increase in working capital for ISR Systems as compared to 2007.

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	In 2007, cash generated from higher sales and operating income, was offset by cash used for working capital attributable to increased billed receivables associated with 2007 sales growth, primarily for ISR Systems.
(3)	The decrease in cash flows in 2009 for Government Services was primarily due to lower sales and operating income in comparison to the prior year, driven primarily by lower Iraq-related linguist services. The increase in cash flows in 2008 for Government Services was primarily due to higher sales and operating income for business areas other than linguist services and collection of receivables on the Iraq-related linguist services contract that L-3 was the prime contractor for which the period of performance ended June 9, 2008. The decrease in cash flow in 2007 was due to collections of receivables in 2006 and the timing of cash payments in 2006 that did not recur in 2007. These decreases in 2007 were partially offset by higher operating income due to higher sales volume and improved contract performance.
(4)	The decrease in cash flows in 2009 for AM&M was primarily due to cash used for working capital attributable to increased billed receivables associated with 2009 sales growth, primarily system field services. The increase in cash flows in 2008 for AM&M was primarily due to increases in accounts payable balances and receivable collections for aircraft and base support services due to the timing of payments and collections. The decrease in cash flows in 2007 was primarily due to increased purchases of spare parts inventory for aircraft and base support services to support future requirements, partially offset by higher sales volume and operating income primarily for aircraft and base support services and aircraft modernization for international customers.
(5)	The increase in cash flows in 2009 for Electronic Systems was primarily due to higher operating income compared to the prior year for several business areas, primarily EO/IR and power and control systems. The decrease in cash flows in 2008 for Electronic Systems was primarily due to more cash used for working capital across several business areas, partially offset by higher 2008 operating income. The increase in cash flows in 2007 was primarily due to higher operating income for several business areas.

We consistently consider several factors to determine expected future annual cash flows for our reporting units, including, but not limited to historical multi-year average cash flow trends by reporting unit, as well as: (1) the DoD budget and spending priorities, (2) expansion into new markets, (3) changing conditions in existing markets for our products, systems, and services, (4) possible termination of certain government contracts, (5) expected success in new business competitions and re-competitions on existing business, and (6) anticipated operating margins and working capital requirements, which vary significantly depending on the stage of completion (early, mature, ending) of contracts (revenue arrangements). We closely monitor changes in these factors and their impact on the expected cash flow growth rates of our reporting units. In connection with our goodwill impairment assessments as of November 30, 2009, we assumed a challenging economic environment in government services and our commercial businesses, slower growth in DoD budgets and made additional assumptions that consider the factors noted above that were relevant for and specific to each of our reporting units. The DCF valuation assumes cash flows to be substantially the same in 2010 compared to 2009 for C³ISR. For Government Services, the DCF valuation assumes cash flows increase approximately 32% in 2010 compared to 2009, due primarily to working capital improvements related to the timing of payments for accounts payable and timing of collections for billed receivables. For AM&M, the DCF valuation assumes cash flows increase approximately 8% in 2010 compared to 2009, primarily due to higher sales volume and working capital improvements. For Electronic Systems, the DCF valuation assumes cash flows decrease approximately 8% in 2010 compared to 2009 and that 2009 cash flow levels are not achieved again until after 2012. Over the three year period beginning in 2010 through 2012, the DCF valuation assumes that cash flows will increase by an average of approximately 6% per year for C³ISR, increase by an average of approximately 2% per year for AM&M and decrease by an average of approximately 1% per year for Government Services and Electronic Systems. After 2013, our DCF valuation applied annual projected long-term cash flow growth rates of 2% for C³ISR, AM&M and Electronic Systems, and 1% for Government Services.

A decline in the estimated fair value of a reporting unit could result in a goodwill impairment, and a related non-cash impairment charge against earnings, if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a reporting unit could result in an adverse effect on our financial condition and results of operations.

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In order to evaluate the sensitivity of the fair value calculations relating to our goodwill impairment assessment, we applied hypothetical decreases to the fair values of each of our reporting units. We determined that a decrease in fair value of at least 20% would be required before any reporting unit, with the exception of four, would have a carrying value in excess of its fair value. The table below presents the: (1) risk adjusted discount rates, (2) annual cash flow growth rate, (3) 2009 cash flow, (4) goodwill balance, and (5) excess fair value percentage, for each of these four reporting units. TRL Systems is included in our C³ISR reportable segment while the other three reporting units are included in our Electronic Systems reportable segment.

	Risk Adjusted
	Discount Rates						Annual Cash Flow Growth Rate
																3 Year			2009		Goodwill		Excess
Reporting Unit	2010-2014			After 2014			2009			2008			2007			Average			Cash Flows		Balance(1)		Fair Value(2)
																			(in millions)				%			$
TRL Systems(3)		7.0	%		7.9	%		605	%		(210	)%		128	%		174	%	$	28	$	73		18	%	$	27
Marine Services(3)		7.0	%		7.9	%		592	%		23	%		314	%		310	%	$	26	$	105		18	%	$	28
Undersea Warfare(3)		7.0	%		7.9	%		NM	(4)		(72	)%		550	%		NM	(4)	$	39	$	235		17	%	$	48
Power & Control Systems(3)		7.0	%		7.9	%		41	%		(29	)%		122	%		45	%	$	104	$	698		11	%	$	92

(1)	The goodwill balance is as of November 30, 2009, our goodwill impairment testing date.
(2)	The excess fair value represents the percentage and dollar amount by which the fair value of a reporting unit must decline before a potential impairment is identified and would require the second step of the goodwill impairment assessment to be performed.
(3)	Our DCF for these reporting units assumed lower projected cash flows for 2010 as compared to 2009. In addition, our DCF valuation for these reporting units assumed that the 2009 cash flow level would not be achieved again until after 2014 and that projected cash flows would grow annually at 2.5% in 2013 and 2014 and 2% thereafter.
(4)	The cash flow growth rate in the table above for Undersea Warfare for 2009 and the three year average is not meaningful (NM) as the 2009 growth rate is over 1,000%

As noted above, the expected future cash flow growth rates for each of our reporting units are primarily based on our best estimates of future sales and operating income. The substantial majority of our reporting units are primarily dependent upon the DoD budget and spending. Historically, more than 70% of L-3’s annual sales have been generated from DoD customers. The DoD budget has not been meaningfully impacted by the current recessionary economic environment. Moreover, consistent with our discussion of industry considerations under “Key Performance Measures” beginning on page 34, we anticipate the defense budget and spending priorities will continue to focus on areas that match several of L-3’s core competencies. However, there can be no assurance that our current estimates and assumptions will result in the projected cash flow outcomes due to a number of factors, including an economic environment that is more challenging than we anticipated or the DoD budget failing to continue to grow as expected.

Pension Plan and Postretirement Benefit Plan Obligations.  The obligations for our pension plans and postretirement benefit plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates for employee benefit liabilities, rates of return on plan assets, expected annual rates for salary increases for employee participants in the case of pension plans, and expected annual increases in the costs of medical and other health care benefits in the case of postretirement benefit obligations. These long-term assumptions are subject to revision based on changes in interest rates, financial market conditions, expected versus actual returns on plan assets, participant mortality rates and other actuarial assumptions, including future rates of salary increases, benefit formulas and levels, and rates of increase in the costs of benefits. Changes in the assumptions, if significant, can materially affect the amount of annual net periodic benefit costs recognized in our results of operations from one year to the next, the liabilities for the pension plans and postretirement benefit plans, and our annual cash requirements to fund these plans. The changes we made to our expected long-term assumptions for 2010 compared to the assumptions for 2009 are not expected to significantly impact our 2010 pension expense compared to 2009. Our pension expense for 2010 is expected to decrease by $25 million to $148 million from $173 million in 2009, primarily due to lower amortization of actuarial losses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Pension Plans” on page 53 for a further discussion of our estimated 2010 pension expense.

Discount rates are used to determine the present value of our pension obligations and also affect the amount of pension expense in any given period. The discount rate assumptions used to determine our pension and

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postretirement benefit obligations at December 31, 2009 and 2008 were based on a hypothetical AA yield curve represented by a series of annualized individual discount rates. Each bond issue underlying the yield curve is required to have a rating of AA or better by Moody’s Investors Service, Inc. and/or Standard & Poor’s. The resulting discount rate reflects the matching of plan liability cash flows to the yield curve. For a sensitivity analysis projecting the impact of a change in the discount rate on our projected benefit obligation and pension expense, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Pension Plans” on page 53.

Valuation of Deferred Income Tax Assets and Liabilities.  At December 31, 2009, we had net deferred tax liabilities of $25 million, net of deferred tax assets of $21 million for loss carryforwards and $14 million for tax credit carryforwards which are subject to various limitations and will expire if unused within their respective carryforward periods. Deferred income taxes are determined separately for each of our tax-paying entities in each tax jurisdiction. The future realization of our deferred income tax assets ultimately depends on our ability to generate sufficient taxable income of the appropriate character (for example, ordinary income or capital gains) within the carryback and carryforward periods available under the tax law and, to a lesser extent, our ability to execute successful tax planning strategies. Based on our estimates of the amounts and timing of future taxable income and tax planning strategies, we believe that L-3 will be able to realize its deferred tax assets. A change in the ability of our operations to continue to generate future taxable income, or our ability to implement desired tax planning strategies, could affect our ability to realize the future tax deductions underlying our deferred tax assets, and require us to provide a valuation allowance against our deferred tax assets. The recognition of a valuation allowance would result in a reduction to net income and, if significant, could have a material impact on our effective tax rate, results of operations and financial position in any given period.

Liabilities for Pending and Threatened Litigation.  We are subject to litigation, government investigations, proceedings, claims or assessments and various contingent liabilities incidental to our business or assumed in connection with certain business acquisitions. In accordance with the accounting standards for contingencies, we accrue a charge for a loss contingency when we believe it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. If the loss is within a range of specified amounts, the most likely amount is accrued, and if no amount within the range represents a better estimate we accrue the minimum amount in the range. Generally, we record the loss contingency at the amount we expect to pay to resolve the contingency and the amount is generally not discounted to the present value. Amounts recoverable under insurance contracts are recorded as assets when recovery is deemed probable. Contingencies that might result in a gain are not recognized until realizable. Changes to the amount of the estimated loss, or resolution of one or more contingencies could have a material impact on our results of operations, financial position and cash flows.

Valuation of Long-Lived Assets.  In addition to goodwill and identifiable intangible assets recognized in connection with our business acquisitions, our long-lived assets also include property, plant and equipment, capitalized software development costs for software to be sold, leased or otherwise marketed, and certain long-term investments. As of December 31, 2009, the consolidated carrying values of our property, plant and equipment were $854 million, capitalized software development costs were $48 million and certain long-term investments were $24 million. As of December 31, 2009, the carrying value of our property, plant and equipment represented 6% of total assets and the carrying value of our capitalized software development costs and certain long-term investments each represented less than 1% of total assets. We review the valuation of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds its fair value or net realizable value expected to result from the asset’s use and eventual disposition. We use a variety of factors to assess valuation, depending upon the asset. Long-lived assets are evaluated based upon the expected period the asset will be utilized, and other factors depending on the asset, including estimated future sales, profits and related cash flows, estimated product acceptance and product life cycles, changes in technology and customer demand, and the performance of invested companies and joint ventures, as well as volatility in external markets for investments. Changes in estimates and judgments on any of these factors could have a material impact on our results of operations and financial position.

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Results of Operations

The following information should be read in conjunction with our audited consolidated financial statements. Our results of operations for the periods presented are affected, significantly in some periods, by our business acquisitions. See Note 4 to our audited consolidated financial statements for a discussion of our business acquisitions.

Consolidated Results of Operations

The table below provides selected financial data for L-3 for the years ended December 31, 2009 compared with 2008 and 2008 compared with 2007.

	Year Ended December 31,						Increase/			Year Ended December 31,						Increase/
	2009			2008(1)			(Decrease)			2008(1)			2007			(Decrease)
	(in millions, except per share data)
Net sales	$	15,615		$	14,901		$	714		$	14,901		$	13,961		$	940
Operating income	$	1,656		$	1,685		$	(29	)	$	1,685		$	1,448		$	237
Litigation Gain(2)		—			(126	)		126			(126	)		—			(126	)
Segment operating income	$	1,656		$	1,559		$	97		$	1,559		$	1,448		$	111
Operating margin		10.6	%		11.3	%		(70	)bpts		11.3	%		10.4	%		90	bpts
Litigation Gain(2)		—	%		(0.8	)%		80	bpts		(0.8	)%		—			(80	)bpts
Segment operating margin		10.6	%		10.5	%		10	bpts		10.5	%		10.4	%		10	bpts
Net interest expense and other income	$	270		$	262	(2)	$	8		$	262	(2)	$	283		$	(21	)
Effective income tax rate		34.3	%		34.7	%		(40	)bpts		34.7	%		35.3	%		(60	)bpts
Income from continuing operations attributable to L-3	$	901		$	918		$	(17	)	$	918		$	745		$	173
Net income attributable to L-3	$	901		$	938		$	(37	)	$	938		$	745		$	193
Diluted earnings per share:
Income from continuing operations	$	7.61		$	7.43		$	0.18		$	7.43		$	5.86		$	1.57
Net income	$	7.61		$	7.59		$	0.02		$	7.59		$	5.86		$	1.73
Diluted weighted average common shares outstanding		117.4			122.4			(5.0	)		122.4			126.2			(3.8	)

(1)

The year ended December 31, 2008 includes: (1) a gain of $12 million ($7 million after income taxes, or $0.06 per diluted share) related to the Product Line Divestiture Gain, and (2) a non-cash impairment charge of $28 million ($17 million after income taxes, or $0.14 per diluted share) related to the Impairment Charge, both recorded in the second quarter of 2008. Together with the Litigation Gain described in Note (2) below, these items are referred to as the Q2 2008 Items.

(2)

The Litigation Gain represents a June 27, 2008 decision by the U.S Court of Appeals vacating an adverse 2006 jury verdict. In the second quarter of 2008, we recorded a gain of $133 million ($81 million after income taxes, or $0.66 per diluted share), comprised of the reversal of a $126 million current liability for pending and threatened litigation and the reversal of $7 million of related accrued interest.

2009 Compared with 2008

Net sales:  For the year ended December 31, 2009, consolidated net sales increased by 5% compared to the year ended December 31, 2008, driven primarily by strong growth in the C³ISR reportable segment and modest growth in the Aircraft Modernization and Maintenance (AM&M) and Electronic Systems reportable segments. These sales increases were partially offset by a decrease in the Government Services reportable segment caused primarily by lower linguist sales. The increase in consolidated net sales from acquired businesses, net of divestitures, was $187 million, or 1%.

Sales from services, which include services performed by businesses primarily in our Government Services, AM&M and C³ISR reportable segments, as well as marine services and simulation & training within our Electronic Systems reportable segment, increased by $328 million to $8,099 million, representing approximately 52% of consolidated net sales for the year ended December 31, 2009, compared to $7,771 million, or 52% of consolidated net sales for the year ended December 31, 2008. The increase in service sales was primarily due to organic sales

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growth in ISR systems, systems field support services, information technology (IT) support services and marine systems. These increases were partially offset by a decrease in Iraq-related linguist services, lower volume for contract field services (CFS) and reduced subcontractor pass-through sales for systems and software engineering and sustainment (SSES) services.

Sales from products, primarily for our Electronic Systems and C³ISR reportable segments, increased by $386 million to $7,516 million, representing approximately 48% of consolidated net sales for the year ended December 31, 2009, compared to $7,130 million, or approximately 48% of consolidated net sales, for the year ended December 31, 2008. The increase in product sales was primarily due to growth in C³ISR products and several areas in the Electronic Systems reportable segment primarily for EO/IR and microwave products. See the reportable segment results below for additional discussion of our sales growth.

Operating income and operating margin:  Consolidated operating income for the year ended December 31, 2009, decreased by $29 million, or 2%, to $1,656 million from $1,685 million for the year ended December 31, 2008. Consolidated operating income for the year ended December 31, 2009 compared to the year ended December 31, 2008 decreased by $79 million ($48 million after income taxes, or $0.41 per diluted share) because of higher pension expense. In addition, the year ended December 31, 2008 included a net gain of $110 million as a result of the Q2 2008 Items.

For the year ended December 31, 2009, operating margin decreased by 70 basis points to 10.6% compared to 11.3% for the year ended December 31, 2008. The Q2 2008 Items increased consolidated operating margin for the year ended December 31, 2008 by 70 basis points. Excluding the Q2 2008 Items, consolidated operating margin would have been 10.6% for the year ended December 31, 2008. Operating margin for the year ended December 31, 2009 increased by 50 basis points due to higher margins, primarily for the C³ISR reportable segment and certain businesses within the Electronic Systems reportable segment. This increase was offset by higher pension expense for the year ended December 31, 2009 compared to the year ended December 31, 2008, which reduced operating margin by 50 basis points. See segment results below for additional discussion of segment operating margin.

Net interest expense and other income:  Net interest expense and other income for the year ended December 31, 2009 compared to the year ended December 31, 2008 increased by $8 million, or 3%, primarily due to a $10 million debt retirement charge related to the redemption of our $750 million 7⁵/₈% Senior Subordinated Notes on November 2, 2009, and the $7 million of accrued interest that was reversed during 2008 in connection with the Litigation Gain. These increases were partially offset by lower interest expense and income from equity method investments.

Effective income tax rate:  The effective tax rate for the year ended December 31, 2009 decreased by 40 basis points to 34.3% compared to the same period in 2008. Excluding the Q2 2008 Items, the effective tax rate for the year ended December 31, 2008 was 34.3%.

Diluted earnings per share from continuing operations and income from continuing operations:  For the year ended December 31, 2009 as compared to the year ended December 31, 2008, diluted EPS from continuing operations increased by $0.18, or 2%, to $7.61 from $7.43 and income from continuing operations attributable to L-3 decreased by $17 million to $901 million from $918 million. The Q2 2008 Items increased diluted EPS from continuing operations by $0.58 for the year ended December 31, 2008. Excluding the Q2 2008 Items, diluted EPS from continuing operations for the year ended December 31, 2009 would have increased by $0.76, or 11%, to $7.61 from $6.85 and income from continuing operations attributable to L-3 would have increased by $54 million, or 6%, to $901 million from $847 million.

Diluted earnings per share and net income attributable to L-3:  For the year ended December 31, 2009 as compared to the year ended December 31, 2008, diluted EPS increased by $0.02 to $7.61 from $7.59 and net income attributable to L-3 decreased by $37 million to $901 million from $938 million. The year ended December 31, 2008 included a gain on the sale of METI of $33 million ($20 million after income taxes, or $0.16 per diluted share).

Diluted weighted average shares outstanding:  Diluted weighted average shares outstanding for the year ended December 31, 2009 decreased by 5.0 million shares, or 4%, compared to the year ended December 31, 2008. The decrease was due to repurchases of our common stock in connection with our share repurchase programs authorized by our Board of Directors, partially offset by additional shares issued in connection with various

46

employee stock-based compensation programs and contributions to employee savings plans made in common stock.

2008 Compared with 2007

Net sales:  For the year ended December 31, 2008, consolidated net sales increased by 7% compared to the year ended December 31, 2007, driven primarily by growth in all business segments except for Government Services, which decreased because of lower linguist services. The increase in consolidated net sales from acquired businesses, net of divestitures, was $265 million, or 2%.

Sales from services increased by $382 million to $7,771 million, representing approximately 52% of consolidated net sales for the year ended December 31, 2008, compared to $7,389 million, or 53% of consolidated net sales for the year ended December 31, 2007. The increase in service sales was primarily due to organic sales growth in Government Services, excluding lower linguist services, and ISR systems, networked communications systems, base and aircraft support services and several areas in the Electronic Systems reportable segment.

Sales from products increased by $558 million to $7,130 million for the year ended December 31, 2008, compared to $6,572 million for the year ended December 31, 2007. The increase in product sales was primarily due to organic sales growth in aircraft modernization, networked communications systems, and several product areas in the Electronic Systems reportable segment. See the reportable segment results below for additional discussion of our sales growth.

Operating income and operating margin:  For the year ended December 31, 2008 compared to the year ended December 31, 2007, consolidated operating income increased by $237 million, and consolidated operating margin increased to 11.3% from 10.4%. The Q2 2008 Items increased consolidated operating income by $110 million and operating margin by 70 basis points. Excluding the Q2 2008 Items, consolidated operating margin increased by 20 basis points to 10.6% for the year ended December 31, 2008 compared to 10.4% for the year ended December 31, 2007. See segment results below for additional discussion of segment operating income and margin results.

Net interest expense and other income:  Net interest expense and other income for the year ended December 31, 2008 decreased by $21 million, or 7%, compared to December 31, 2007 due to the reversal of $7 million of accrued interest during the 2008 second quarter in connection with the Litigation Gain. Lower interest rates on our outstanding variable rate debt also reduced interest expense for the year ended December 31, 2008 compared to the year ended December 31, 2007.

Effective income tax rate:  The effective tax rate for the year ended December 31, 2008 decreased by 60 basis points compared to the same period in 2007. Excluding the Q2 2008 Items, the effective tax rate decreased by 100 basis points. The tax rate for the year ended December 31, 2008 included a reversal of previously accrued amounts of $18 million, or $0.15 per share, primarily related to the completion of examinations of the 2004 and 2005 U.S. Federal income tax returns, and certain state and foreign tax accruals. The reversal of previously accrued amounts during the year ended December 31, 2007 was $12 million, or $0.10 per share.

Diluted earnings per share from continuing operations and income from continuing operations:  For the year ended December 31, 2008 as compared to the year ended December 31, 2007, diluted EPS from continuing operations increased to $7.43 from $5.86 and income from continuing operations attributable to L-3 increased to $918 million from $745 million. The Q2 Items increased diluted EPS from continuing operations by $0.58 for the year ended December 31, 2008. Excluding the Q2 2008 Items, diluted EPS from continuing operations for the year ended December 31, 2008, would have increased by $0.99, or 17%, to $6.85 and income from continuing operations attributable to L-3 would have increased by $102 million, or 14%, to $847 million.

Diluted earnings per share and net income attributable to L-3:  For the year ended December 31, 2008, diluted EPS increased to $7.59 and net income attributable to L-3 increased to $938 million, which included a gain on the sale of METI of $33 million ($20 million after income taxes, or $0.16 per diluted share).

Diluted weighted average shares outstanding:  Diluted weighted average shares outstanding for the year ended December 31, 2008 decreased by 3.8 million shares, or 3%, compared to the year ended December 31, 2007. The decrease was due to repurchases of our common stock, partially offset by additional shares issued in connection

47

with various employee stock-based compensation programs and contributions to employee savings plans made in common stock.

Reportable Segment Results of Operations

The table below presents selected data by reportable segment reconciled to consolidated totals. See Note 22 to our audited consolidated financial statements for our reportable segment data.

	Year Ended December 31,
	2009			2008(1)			2007(1)
	(dollars in millions)
Net sales:(2)
C3ISR	$	3,095.0		$	2,537.2		$	2,277.5
Government Services		4,155.1			4,317.5			4,345.2
AM&M		2,826.4			2,672.6			2,548.9
Electronic Systems		5,538.2			5,373.8			4,788.9
Consolidated net sales	$	15,614.7		$	14,901.1		$	13,960.5
Operating income:
C3ISR	$	343.9		$	244.4		$	225.2
Government Services		396.7			425.7			406.5
AM&M		243.0			243.1			250.0
Electronic Systems		672.6			645.8	(3)		566.4
Total segment operating income	$	1,656.2		$	1,559.0	(3)	$	1,448.1
Litigation Gain		—			125.6	(4)		—
Consolidated operating income	$	1,656.2		$	1,684.6		$	1,448.1
Operating margin:
C3ISR		11.1	%		9.6	%		9.9	%
Government Services		9.5	%		9.9	%		9.4	%
AM&M		8.6	%		9.1	%		9.8	%
Electronic Systems		12.1	%		12.0	%(3)		11.8	%
Total segment operating margin		10.6	%		10.5	%(3)		10.4	%
Litigation Gain		—	%		0.8	%(4)		—	%
Consolidated operating margin		10.6	%		11.3	%		10.4	%

(1)	As a result of certain re-alignments in our management and organization structure as discussed in Note 2 to our audited consolidated financial statements, sales of $14.5 million and $11.7 million and operating income of $4.6 million and $3.0 million were reclassified from the C3ISR reportable segment to the Government Services reportable segment for the years ended December 31, 2008 and December 31, 2007, and sales of $15.2 million and $21.2 million and operating income of $2.2 million and $3.4 million were reclassified from the C3ISR reportable segment to the AM&M reportable segment for the years ended December 31, 2008 and December 31, 2007.
(2)	Net sales are after intercompany eliminations.
(3)	Total segment operating income includes the $12 million Product Line Divestiture gain and the $28 million Impairment Charge, which were recorded in the Electronic Systems reportable segment. The Product Line Divestiture gain and Impairment Charge, on a net basis, reduced total segment operating margin by 10 basis points and operating margin for the Electronic Systems reportable segment by 30 basis points for the year ended December 31, 2008.
(4)	Represents the $126 million Litigation Gain recorded in the second quarter of 2008.

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C³ISR

	Year Ended December 31,									Year Ended December 31,						Increase/
	2009			2008			Increase			2008			2007			(Decrease)
							(dollars in millions)
Net sales	$	3,095.0		$	2,537.2		$	557.8		$	2,537.2		$	2,277.5		$	259.7
Operating income		343.9			244.4			99.5			244.4			225.2			19.2
Operating margin		11.1	%		9.6	%		150	bpts		9.6	%		9.9	%		(30	) bpts

2009 Compared with 2008

C³ISR net sales for the year ended December 31, 2009 increased by 22% compared to the year ended December 31, 2008 primarily due to increased demand and new business from the DoD for airborne ISR and networked communication systems for manned and unmanned platforms.

C³ISR operating income for the year ended December 31, 2009 increased 41% compared to the year ended December 31, 2008. Operating margin increased by 150 basis points. Higher sales volume, improved contract performance and a more favorable sales mix for airborne ISR and networked communication systems increased operating margin by 250 basis points. These increases were partially offset by an increase in pension expense of $32 million, which reduced operating margin by 100 basis points.

2008 Compared with 2007

C³ISR net sales for the year ended December 31, 2008 increased by 11% compared to the year ended December 31, 2007 driven by higher sales volume of $260 million primarily for continued demand and new contracts from the DoD for airborne ISR and networked communications systems for manned and unmanned platforms.

C³ISR operating income for the year ended December 31, 2008 increased by 9% compared to the year ended December 31, 2007. Operating margin decreased by 30 basis points. Higher costs for international airborne ISR systems reduced operating margin by 140 basis points. This decrease was partially offset by higher sales volume for airborne ISR systems and networked communications systems for the DoD and lower development costs for new secure communications products.

Government Services

	Year Ended December 31,									Year Ended December 31,						(Decrease)/
	2009			2008			Decrease			2008			2007			Increase
	(dollars in millions)
Net sales	$	4,155.1		$	4,317.5		$	(162.4	)	$	4,317.5		$	4,345.2		$	(27.7	)
Operating income		396.7			425.7			(29.0	)		425.7			406.5			19.2
Operating margin		9.5	%		9.9	%		(40	) bpts		9.9	%		9.4	%		50	bpts

2009 Compared with 2008

Government Services net sales for the year ended December 31, 2009 decreased by 4% compared to the year ended December 31, 2008. Sales declined due to: (1) lower sales of Iraq-related linguist services of $226 million, (2) reduced subcontractor pass-through sales volume of $56 million related to task order renewals for U.S. Army systems and software engineering and sustainment (SSES) services which migrated to a contract where L-3 is not a prime contractor, (3) $37 million of lower sales volume due to the timing of deliveries for engineering support services to the DoD, and (4) $15 million of lower volume for intelligence support services for the U.S. Army and U.S. Government agencies. These decreases were partially offset by increases of $62 million primarily for IT support services for USSOCOM and the executive branch of the U.S. Government due to higher volume on new and existing contracts. Additionally, the increase in net sales from acquired businesses was $110 million, or 3%.

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Government Services operating income for the year ended December 31, 2009 decreased by 7% compared to the year ended December 31, 2008. Operating margin decreased by 40 basis points. Lower margins on select contract renewals during 2009 and higher profit margins on certain fixed price contracts during 2008 reduced operating margin by 50 basis points for the year ended December 31, 2009 compared to the year ended December 31, 2008. Acquired businesses also reduced operating margin by 10 basis points. These decreases were partially offset by a decline in sales of lower margin linguist services, which increased operating margin by 20 basis points.

2008 Compared with 2007

Government Services net sales for the year ended December 31, 2008 decreased by 1% compared to the year ended December 31, 2007. A decline in sales of $319 million for linguist services was partially offset by an increase in sales of $227 million primarily for IT and software engineering solution services, training and other support services to the DoD. Total linguist-Iraq sales for the year ended December 31, 2008 were $399 million. The increase in net sales from acquired businesses, net of divestitures, was $64 million, or 1%.

Government Services operating income for the year ended December 31, 2008 increased by 5% compared to the year ended December 31, 2007. Operating margin for the year ended December 31, 2008 increased by 50 basis points. Operating margin increased by 10 basis points because of a decline in lower margin linguist sales. Higher sales for business areas other than linguist services and lower indirect costs as a percentage of sales increased operating margin by 80 basis points. These increases were partially offset by (1) 20 basis points due to lower sale prices on certain new contracts and (2) 20 basis points due to a $4 million litigation accrual for costs to settle a claim and $4 million for severance and other costs related to business realignment and consolidation activities.

Aircraft Modernization and Maintenance (AM&M)

	Year Ended December 31,						Increase/			Year Ended December 31,						Increase/
	2009			2008			(Decrease)			2008			2007			(Decrease)
	(dollars in millions)
Net sales	$	2,826.4		$	2,672.6		$	153.8		$	2,672.6		$	2,548.9		$	123.7
Operating income		243.0			243.1			(0.1	)		243.1			250.0			(6.9	)
Operating margin		8.6	%		9.1	%		(50	) bpts		9.1	%		9.8	%		(70	) bpts

2009 Compared with 2008

AM&M net sales for the year ended December 31, 2009 increased by 6% compared to the year ended December 31, 2008. The increase in sales was due to: (1) $217 million of higher sales volume primarily due to higher demand from existing contracts for systems field support services for U.S. Army and U.S. Air Force rotary and fixed wing training aircraft and U.S. Special Operations Forces logistics support and higher sales for new contracts, and (2) $61 million of higher sales for Joint Cargo Aircraft (JCA). These increases were partially offset by sales volume declines of $124 million for contract field services (CFS) as fewer task orders were received because of more competitors on the current contract that began on October 1, 2008.

AM&M operating income for the year ended December 31, 2009 remained substantially the same compared to the year ended December 31, 2008. Operating margin decreased by 50 basis points. Sales volume declines for CFS reduced operating margin by 40 basis points. Operating margins decreased by 30 basis points primarily due to cost increases on international aircraft modernization contracts. Higher pension expense reduced operating margin by 10 basis points. These decreases were partially offset by $10 million of charges to adjust litigation accruals during 2008 that did not recur in 2009, which increased operating margin by 30 basis points.

2008 Compared with 2007

AM&M net sales for the year ended December 31, 2008 increased by 5% compared to the year ended December 31, 2007. The increase in sales volume was primarily driven by $109 million in higher systems field support services and $118 million for JCA. These increases were partially offset by lower sales volume of

50

$44 million for the Canadian Maritime Helicopter program and lower aircraft modernization sales of $59 million for international customers and head-of-state aircraft for foreign government customers.

AM&M operating income for the year ended December 31, 2008 decreased by 3% compared to the year ended December 31, 2007. Operating margin for the year ended December 31, 2008 compared to the year ended December 31, 2007 decreased by 70 basis points. The year ended December 31, 2008 included $10 million of litigation accruals for costs to settle certain claims, which reduced operating margin by 30 basis points. Operating margin for the year ended December 31, 2008 compared to the year ended December 31, 2007 also declined by another 110 basis points due to a change in sales mix, primarily sales volume for JCA and lower international sales. These decreases were partially offset by 70 basis points because of improved contract performance.

Electronic Systems

	Year Ended December 31,									Year Ended December 31,
	2009			2008			Increase			2008			2007			Increase
	(dollars in millions)
Net sales	$	5,538.2		$	5,373.8		$	164.4		$	5,373.8		$	4,788.9		$	584.9
Operating income		672.6			645.8			26.8			645.8			566.4			79.4
Operating margin		12.1	%		12.0	%		10	bpts		12.0	%		11.8	%		20	bpts

2009 Compared with 2008

Electronic Systems net sales for the year ended December 31, 2009 increased by 3% compared to the year ended December 31, 2008, reflecting higher sales volume of: (1) $91 million for EO/IR products, primarily due to demand and deliveries on new and existing contracts, (2) $57 million for microwave products primarily due to deliveries of mobile and ground-based satellite communications systems and spare parts for the U.S. military, communication services primarily to the DoD, and higher sales volume for tactical signal intelligence systems, and (3) $33 million primarily for deliveries of tactical quiet generators for mobile electric power for the U.S. Armed Services, and new and follow-on contracts for shipboard electronics and power distribution, conditioning and conversion products primarily to the U.S. Navy. The increase in net sales from acquired businesses, net of divestitures, was $78 million, or 1%, and pertains mostly to the Electro-Optical Systems (EOS) business acquired on April 21, 2008, and to Chesapeake Sciences Corporation acquired on January 30, 2009. These sales increases were partially offset by decreases of: (1) $59 million for aviation products as a result of reduced demand from commercial customers caused by the global economic recession, and (2) $36 million for security & detection and undersea warfare due to delays in receipt of expected orders and timing of deliveries.

Electronic Systems operating income for the year ended December 31, 2009 increased by 4% compared to the year ended December 31, 2008. Operating margin of 12.1% for the year ended December 31, 2009 increased by 10 basis points compared to the year ended December 31, 2008. Excluding the Product Line Divestiture Gain ($12 million) and Impairment Charge ($28 million), operating margin for the year ended December 31, 2009 decreased by 20 basis points compared to operating margin of 12.3% for the year ended December 31, 2008. An increase in pension expense of $42 million reduced operating margin by 80 basis points. Operating margin increased by 40 basis points primarily due to higher sales volume and favorable sales mix for EO/IR products and power & control systems. Operating margin increased by 10 basis points due to $6 million of charges to adjust litigation accruals in 2008 that did not recur in 2009 and acquired businesses increased operating margin by 10 basis points.

2008 Compared with 2007

Electronic Systems net sales for the year ended December 31, 2008 increased by 12% compared to the year ended December 31, 2007 reflecting higher sales volume of (1) $118 million for power & control systems mostly for commercial shipbuilding, and power generation, distribution, conditioning and conversion products primarily for the U.S. Army and U.S. Navy, (2) $86 million for microwave products due to higher demand and deliveries of mobile satellite communications systems, satellite and space components, and communication services primarily to the DoD, (3) $65 million primarily for combat propulsion systems due to new and existing contracts, aviation

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products primarily related to spare parts for the U.S. military and data recorders for aviation and maritime markets, and acoustic undersea warfare products and ocean mapping related to new and existing contracts, (4) $56 million for precision engagement primarily related to new contracts and increased shipments on existing contracts for situational awareness systems and fuzing products, (5) $54 million for EO/IR products primarily due to increased demand and deliveries from new and existing contracts, and (6) $41 million for simulation & training primarily related to new contracts and timing of deliveries on existing contracts. These increases were partially offset by a decrease of $36 million for displays primarily due to timing of contractual deliveries and contracts completed or nearing completion. The increase in net sales from acquired businesses, net of divestitures, was $201 million, or 4%.

Electronic Systems operating income for the year ended December 31, 2008 increased by 14% compared to the year ended December 31, 2007. The year ended December 31, 2008 included a gain of $12 million for the Product Line Divestiture Gain and a non-cash Impairment Charge of $28 million. Excluding these two items, operating income was $661.1 million and operating margin for the year ended December 31, 2008 compared to December 31, 2007 increased 50 basis points to 12.3%. Operating margin increased by 70 basis points due to improved contract performance and higher sales across several business areas. These increases were partially offset by 10 basis points due to a $6 million litigation accrual for costs to settle a claim and 10 basis points because of a $7 million gain in the 2007 third quarter from the settlement of a third party claim that did not recur.

Liquidity and Capital Resources

Anticipated Sources and Uses of Cash Flow

Our primary source of liquidity is cash flow generated from operations. As of December 31, 2009, we also had $968 million of borrowings available under our Revolving Credit Facility, after reductions of $32 million for outstanding letters of credit, subject to certain conditions. Our Revolving Credit Facility matures on October 23, 2012. We currently believe that our cash from operating activities together with our cash on hand and available borrowings under our Revolving Credit Facility will be adequate for the foreseeable future to meet our anticipated requirements for working capital, capital expenditures, defined benefit plan contributions, commitments, contingencies, research and development expenditures, business acquisitions (depending on the size), contingent purchase price payments on previous business acquisitions, program and other discretionary investments, interest payments, income tax payments, L-3 Holdings’ dividends and share repurchases.

Our business may not continue to generate cash flow at current levels, and it is possible that currently anticipated improvements may not be achieved. If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, refinance all or a portion of our existing debt or obtain additional financing, which we may not be able to do on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments or to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the U.S. defense industry and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

Holders of our $700 million Convertible Contingent Debt Securities may require us to repurchase them in whole or in part at a cash repurchase price equal to 100% of the principal amount (plus accrued and unpaid interest, including contingent interest and additional interest, if any) through the exercise of a “put” option on February 1, 2011. Furthermore, the first scheduled maturity of our existing debt is our $400 million 6¹/₈% senior subordinated notes maturing on July 15, 2013.

On February 18, 2010, we entered into an agreement to acquire all the outstanding common stock of a business for approximately $613 million. We anticipate completing this acquisition in the second quarter of 2010, subject to customary closing conditions and regulatory approvals. We expect to fund the purchase price with cash on hand.

For a discussion of our recent debt refinancing during the fourth quarter of 2009, which improved our debt maturity profile and reduced our outstanding debt balance, see “— Financing Activities — Debt” on page 55.

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Balance Sheet

Billed receivables decreased by $77 million to $1,149 million at December 31, 2009 from $1,226 million at December 31, 2008 due to collections for government services, power and control systems, marine services and combat propulsion systems. These decreases were partially offset by: (1) higher sales primarily for JCA and networked communications, (2) $21 million for acquired billed receivables, and (3) $9 million primarily for foreign currency translation adjustments.

Contracts in process increased $110 million to $2,377 million at December 31, 2009, from $2,267 million at December 31, 2008. The increase included $7 million for foreign currency translation adjustments, $24 million primarily for acquired contracts-in-process, and $79 million from:

•  Increases of $41 million in unbilled contract receivables primarily due to sales exceeding billings for ISR systems, systems field support services and precision engagement, partially offset by billings for undersea warfare products and government services; and

•  Increases of $38 million in inventoried contract costs across several business areas, primarily propulsion systems, microwave, networked communications and EO/IR products to support customer demand.

L-3’s receivables days sales outstanding (DSO) was 66 at December 31, 2009, compared with 69 at December 31, 2008. We calculate our DSO by dividing: (1) our aggregate end of period billed receivables and net unbilled contract receivables, by (2) our trailing 12 month sales adjusted, on a pro forma basis, to include sales from business acquisitions and exclude sales from business divestitures that we completed as of the end of the period, multiplied by the number of calendar days in the trailing 12 month period (365 days at December 31, 2009 and 366 days at December 31, 2008). Our trailing 12 month pro forma sales were $15,621 million at December 31, 2009 and $14,976 million at December 31, 2008.

Goodwill increased by $161 million to $8,190 million at December 31, 2009 from $8,029 million at December 31, 2008. The table below presents the changes in goodwill allocated to our reportable segments.

			Government				Electronic		Consolidated
	C3ISR		Services		AM&M		Systems		Total
	(in millions)
Balance at December 31, 2008(1)	$	862	$	2,313	$	1,121	$	3,733	$	8,029
Business acquisitions		2		5		—		57		64
Foreign currency translation adjustments(2)		6		2		37		52		97
Balance at December 31, 2009	$	870	$	2,320	$	1,158	$	3,842	$	8,190

(1)	As a result of certain re-alignments in our management and organization structure as discussed in Note 2 to our audited consolidated financial statements, $17 million of goodwill was reclassified from the C3ISR reportable segment to the Government Services reportable segment, and $17 million of goodwill was reclassified from the C3ISR reportable segment to the AM&M reportable segment.
(2)	The increase in goodwill from foreign currency translation adjustments was due to the weakening of the U.S. dollar during the year ended December 31, 2009 against the functional currencies of L-3’s foreign subsidiaries, primarily in Canada.

For the year ended December 31, 2009, the decrease in accounts payable was primarily due to the timing of invoices received and payments made for purchases from third-party vendors and subcontractors. The decrease in accrued employment costs was due to the timing of payroll dates and payments for salaries and wages. The decrease in advance payments and billings in excess of costs incurred was primarily due to the liquidation of balances on contracts for marine power and control systems and simulation & training, partially offset by an increase due to performance based billings for certain aircraft modernization and telemetry and advanced technology contracts. The increase in other liabilities was due to higher non-current income taxes payable primarily for uncertain income tax positions. Non-current deferred income tax liabilities increased primarily due to tax amortization of certain goodwill and other identifiable intangible assets.

Pension Plans

L-3 maintains defined benefit pension plans covering employees at certain of its businesses and approximately 22% of its employees. At December 31, 2009, L-3’s projected benefit obligation, which includes accumulated

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benefits plus the incremental benefits attributable to projected future salary increases for covered employees, was $1,964 million and exceeded the fair value of L-3’s pension plan assets of $1,304 million by $660 million. At December 31, 2008, L-3’s projected benefit obligation was $1,722 million and exceeded the fair value of L-3’s pension plan assets of $1,064 million by $658 million. The $2 million increase in our unfunded status was due to pension expense of $173 million for 2009, which was partially offset by (1) a decrease of $100 million in accumulated other comprehensive loss comprised of $57 million of amortization of net actuarial losses and prior service costs as a component of pension expense during 2009 and a $43 million net actuarial gain experienced in 2009, (2) employer pension contributions of $67 million and (3) a decrease of $4 million for foreign currency translation adjustments.

The 2009 decrease of $43 million in accumulated other comprehensive loss related to the net actuarial gain was primarily due to better than expected returns on our pension plan assets during 2009. The actuarial gains and losses that our pension plans experience are not recognized in pension expense in the year incurred, but rather are recorded as a component of accumulated other comprehensive income (loss) and amortized to pension expense in future periods over the estimated average remaining service periods of the covered employees. See Note 20 to our audited consolidated financial statements.

Our pension expense for 2009 was $173 million. We currently expect pension expense for 2010 to decrease $25 million to approximately $148 million primarily due to the actual return on plan assets for 2009, which was a gain of $212 million, or 20%. The decrease in 2010 pension expense is comprised of a $37 million decrease for lower amortization of net losses and higher expected return on plan assets, partially offset by a $12 million increase primarily for higher service and interest costs. The $37 million decrease is primarily due to the actual return on L-3’s plan assets in 2009 of $212 million discussed above and the $12 million increase is primarily due to the reduction in our weighted average discount rate from 6.49% at December 31, 2008 to 6.26% at December 31, 2009.

Our expected pension expense for 2010 may change when finalized due to a number of factors, including the effect of any future business acquisitions for which we assume liabilities for pension benefits, changes in headcount at our businesses that sponsor pension plans, actual pension plan contributions and changes (if any) to our pension assumptions for 2010, including the discount rate, expected long-term return on plan assets and salary increases.

Our contributions for 2009 were $67 million and we currently expect to contribute approximately $140 million to our pension plans in 2010. Actual 2010 pension contributions could be affected by L-3’s actual net cash from operating activities for 2010, as well as changes in the funded status of our pension plans during 2010. A substantial portion of our pension plan contributions for L-3’s businesses that are U.S. Government contractors are recoverable as allowable indirect contract costs at amounts generally equal to the annual pension contributions.

Our projected benefit obligation and annual pension expense are significantly affected by our discount rate assumption. For example, a reduction to the discount rate of 25 basis points would increase our projected benefit obligation at December 31, 2009 by approximately $65 million and our estimated pension expense for 2010 by approximately $9 million. Conversely, an increase to the discount rate of 25 basis points would have decreased our projected benefit obligation at December 31, 2009 by approximately $62 million, and our estimated pension expense for 2010 by approximately $8 million.

Statement of Cash Flows

The table below provides a summary of our cash flows from operating, investing, and financing activities for the periods indicated.

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Net cash from operating activities	$	1,407		$	1,387		$	1,270
Net cash used in investing activities		(272	)		(432	)		(388	)
Net cash used in financing activities		(1,005	)		(840	)		(464	)

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Operating Activities

2009 Compared with 2008.  We generated $1,407 million of cash from operating activities during the year ended December 31, 2009, an increase of $20 million compared with $1,387 million generated during the year ended December 31, 2008. The increase was due to less net cash used of $61 million for changes in operating assets and liabilities primarily for billed receivables, contracts in process, other current liabilities (mainly the Litigation Gain) and pension and postretirement benefits, partially offset by more cash used for changes in accounts payable, accrued employment costs, accrued expenses, and advance payments and billings in excess of costs incurred. This increase was partially offset by: (1) a decrease in net income of $38 million, and (2) lower non-cash expenses of $3 million, primarily due to lower deferred income taxes. The net cash used from changes in operating assets and liabilities is further discussed above under “Liquidity and Capital Resources — Balance Sheet” on page 53.

2008 Compared with 2007.  We generated $1,387 million of cash from operating activities during the year ended December 31, 2008, an increase of $117 million compared with $1,270 million generated during the year ended December 31, 2007. The increase was due to (1) an increase in net income of $195 million, and (2) higher non-cash expenses of $62 million, primarily due to higher deferred income taxes and the non-cash Impairment Charge, partially offset by (3) $140 million of more cash used for changes in operating assets and liabilities, primarily for other current liabilities (mainly the Litigation Gain) and income taxes.

Interest Payments.  Our cash from operating activities included interest payments on debt of $237 million for the year ended December 31, 2009, $267 million for the year ended December 31, 2008, and $280 million for the year ended December 31, 2007. Our interest expense also included amortization of deferred debt issue costs and bond discounts and deferred gains on terminated interest rate swap agreements, which are non-cash items.

Investing Activities

During 2009, we used $272 million of cash primarily to: (1) acquire a business and pay the remaining contractual purchase price for a business acquisition completed prior to January 1, 2009 for a total of $90 million, and (2) make $186 million of capital expenditures.

During 2008, we used $283 million of cash primarily to: (1) acquire four businesses discussed under “Business Acquisitions”, (2) pay earnouts and the remaining contractual purchase price for certain business acquisitions completed prior to January 1, 2008, and (3) increase our ownership interest in METI by 5% from 80% to 85%. We also used $218 million of cash for capital expenditures. Investing activities for the year ended December 31, 2008 included a $63 million source of cash in the aggregate from the sale of METI on October 8, 2008 and the sale of the PMD product line during the second quarter.

During 2007, we used $235 million of cash for business acquisitions. We paid $207 million in connection with our 2007 business acquisitions discussed under “Business Acquisitions.” We also paid $17 million for earnouts and $11 million primarily for the remaining contractual purchase prices, for the Crestview and TRL business acquisitions made prior to January 1, 2007. We also used $157 million for capital expenditures.

Financing Activities

Debt

At December 31, 2009, total outstanding debt was $4,112 million, of which, $996 million were senior notes and $3,116 million were senior subordinated notes, compared to $4,493 million at December 31, 2008, all of which were comprised of senior subordinated notes. At December 31, 2009, borrowings available under our revolving credit facility were $968 million, after reduction for outstanding letters of credit of $32 million. We also have $328 million of other standby letters of credit at December 31, 2009, that may be drawn upon in the event we do not perform on certain of our contractual requirements. There were no borrowings outstanding under our Revolving Credit Facility at December 31, 2009. Our outstanding debt matures between July 15, 2013 and August 1, 2035. See Note 10 to our audited consolidated financial statements for the components of our long-term debt at December 31, 2009.

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Debt Issuances and Repayments.  On October 2, 2009, L-3 Communications issued $1 billion of the outstanding notes. The outstanding notes have an effective interest rate of 5.25% and were issued at a discount of $4 million. Interest on the outstanding notes is payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2010. The net cash proceeds from that offering amounted to approximately $987 million after deducting the discounts, commissions and estimated expenses, and were used, together with cash on hand, to redeem L-3 Communications’ outstanding $750 million 7⁵/₈% Senior Subordinated Notes due in 2012 on November 2, 2009 and to repay L-3 Communications’ outstanding $650 million term loan on October 7, 2009. In connection with the redemption of the 2002 Notes, we recorded a debt retirement charge in the fourth quarter of 2009 of approximately $10 million ($6 million after income tax, or $0.05 per diluted share).

On October 23, 2009, L-3 Communications replaced its $1 billion revolving credit facility that was scheduled to expire on March 9, 2010, with a new $1 billion three-year Revolving Credit Facility maturing on October 23, 2012.

Credit Ratings. Our credit ratings as of February 2010 are as follows:

Rating Agency	Senior Debt		Subordinated Debt
Standard & Poor’s		BBB−		BB+
Fitch Ratings		BBB−		BB+
Moody’s Investors Service		Baa2		Ba2

Agency credit ratings are not a recommendation to buy, sell or hold any security, and they may be revised or withdrawn at any time by the rating agency. Each agency’s rating should be evaluated independently of any other agency’s rating. The system and the number of rating categories can vary widely from rating agency to rating agency. Customers usually focus on claims-paying ratings, while creditors focus on debt ratings. Investors use both to evaluate a company’s overall financial strength. The ratings issued on L-3 Communications or its subsidiaries by any of these agencies are announced publicly and are available from the agencies. Our ability to access the capital markets could be impacted by a downgrade in one or more of our debt ratings. If this were to occur, we could incur higher borrowing costs.

Debt Covenants and Other Provisions.  The Revolving Credit Facility, outstanding notes and senior subordinated notes contain financial and/or other restrictive covenants. See Note 10 to our audited consolidated financial statements for a description of our debt and related financial covenants, including dividend payment and share repurchase restrictions and cross default provisions. As of December 31, 2009, we were in compliance with our financial and other restrictive covenants.

Guarantees.  The borrowings under the Revolving Credit Facility are fully and unconditionally guaranteed by L-3 Holdings and by substantially all of the material wholly-owned domestic subsidiaries of L-3 Communications on an unsecured senior basis. The payment of principal and premium, if any, and interest on the outstanding notes are fully and unconditionally guaranteed, on an unsecured senior basis, jointly and severally, by L-3 Communications’ material wholly-owned domestic subsidiaries that guarantee any of our other indebtedness. The payment of principal and premium, if any, and interest on the senior subordinated notes are fully and unconditionally guaranteed, on an unsecured senior subordinated basis, jointly and severally, by L-3 Communications’ material wholly-owned domestic subsidiaries that guarantee any of our other indebtedness. The payment of principal and premium, if any, and interest on the CODES are fully and unconditionally guaranteed, on an unsecured senior subordinated basis, jointly and severally, by certain of L-3 Holdings’ wholly-owned domestic subsidiaries.

Subordination.  The guarantees of the Revolving Credit Facility and the outstanding notes rank senior to the guarantees of the senior subordinated notes and the CODES and rank pari passu with each other. The guarantees of the senior subordinated notes and CODES rank pari passu with each other and are junior to the guarantees of the Revolving Credit Facility and outstanding notes.

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Equity

During 2009 and 2008, L-3 Holdings’ Board of Directors authorized the following quarterly cash dividends:

		Cash Dividends			Total Dividends
Date Declared	Record Date	Per Share		Date Paid	Paid
					(in millions)
2009
February 5	February 19	$	0.35	March 16	$	42
April 28	May 18	$	0.35	June 15	$	41
July 14	August 17	$	0.35	September 15	$	41
October 6	November 17	$	0.35	December 15	$	41
2008
February 5	February 19	$	0.30	March 17	$	37
April 29	May 16	$	0.30	June 16	$	37
July 8	August 18	$	0.30	September 15	$	37
October 7	November 17	$	0.30	December 15	$	36

On February 2, 2010, L-3 Holdings announced that its Board of Directors had increased L-3 Holdings’ regular quarterly cash dividend by 14% to $0.40 per share, payable on March 15, 2010, to shareholders of record at the close of business on March 1, 2010.

On February 1, 2010, the number of holders of L-3 Holdings’ common stock was approximately 66,000. On February 25, 2010, the closing price of L-3 Holdings common stock, as reported by the NYSE, was $91.05 per share.

For the year ended December 31, 2009, L-3 repurchased $505 million or 7.0 million shares of its common stock compared to $794 million or 8.5 million shares of its common stock for the year ended December 31, 2008 and $500 million, or 5.2 million shares of its common stock for the year ended December 31, 2007.

Contractual Obligations

The table below presents our estimated total contractual obligations at December 31, 2009, including the amounts expected to be paid or settled for each of the periods indicated below.

			Payments Due by Period
			Less than							More than
Contractual Obligations	Total		1 Year			1–3 Years		3–5 Years		5 Years
						(in millions)
L-3 Communications long-term debt(1)	$	3,450	$	—		$	—	$	800	$	2,650
L-3 Holdings long-term debt(1)(2)		700		—			—		—		700
Interest payments(3)		1,794		224			448		389		733
Non-cancelable operating leases(4)		770		166			264		151		189
Notes payable and capital lease obligations		11		1			1		—		9
Purchase obligations(5)		2,087		1,804			259		23		1
Other long-term liabilities(6)		302		153	(7)		69		10		70
Total(8)	$	9,114	$	2,348		$	1,041	$	1,373	$	4,352

(1)

Represents principal amount of long-term debt and only includes scheduled principal payments.

(2)

As of July 29, 2009, the CODES are convertible into cash and shares of L-3 Holdings’ common stock based on a conversion rate of 9.9862 shares of L-3 Holdings common stock per one thousand dollars in principal amount of the CODES (equivalent to a conversion price of $100.14 per share). The conversion feature of the CODES may require L-3 Holdings to settle the $700 million principal amount with the holders of the CODES if L-3 Holdings common stock price is more than 120% of the then current conversion price (currently $120.17) for a specified period, and if the settlement amount exceeds the principal amount, the excess will be settled in cash or stock or a combination thereof, at our option. At any time on or after February 1, 2011, the CODES are subject to redemption at the option of L-3 Holdings, in whole or in part, at a cash redemption price (plus accrued and unpaid interest, including contingent interest and additional interest, if any) equal to 100% of the principal amount of the CODES. See Note 10 to our audited consolidated financial statements for additional information

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	regarding the CODES, including conditions for conversion and contingent interest features. L-3 Holdings stock price on February 25, 2010 was $91.05.
(3)	Represents expected interest payments on L-3’s long-term debt balance as of December 31, 2009 using the stated interest rate on our fixed rate debt, assuming that current borrowings remain outstanding to the contractual maturity date.
(4)	Non-cancelable operating leases are presented net of estimated sublease rental income.
(5)	Represents open purchase orders at December 31, 2009 for amounts expected to be paid for goods or services that are legally binding.
(6)	Other long-term liabilities primarily consist of workers compensation and deferred compensation for the years ending December 31, 2011 and thereafter and also include pension and postretirement benefit plan contributions that we expect to pay in 2010.
(7)	Our pension and postretirement benefit plan funding policy is generally to contribute in accordance with cost accounting standards that affect government contractors, subject to the Internal Revenue Code and regulations thereon. For 2010, we expect to contribute approximately $140 million to our pension plans and approximately $13 million to our postretirement benefit plans. Due to the current uncertainty of the amounts used to compute our expected pension and postretirement benefit plan funding, we believe it is not practicable to reasonably estimate such future funding for periods in excess of one year and we may decide or be required to contribute more than we expect to our pension and postretirement plans.
(8)	Excludes all income tax obligations, a portion of which represents unrecognized tax benefits in connection with uncertain tax positions taken, or expected to be taken on our income tax returns as of December 31, 2009 since we cannot determine the time period of future tax consequences. For additional information regarding income taxes, see Note 17 to our audited consolidated financial statements.

Off Balance Sheet Arrangements

The table below presents our estimated total contingent commitments and other guarantees at December 31, 2009, including the amounts expected to be paid or settled for each of the periods indicated below.

			Payments Due by Period
									2015 and
Contingent Commitments	Total		2010		2011-2012		2013-2014		Thereafter
	(in millions)
Standby letters of credit under our Revolving Credit Facility(1)	$	32	$	29	$	3	$	—	$	—
Other standby letters of credit(1)		328		264		55		3		6
Other guarantees(2)		49		46		—		—		3
Contingent commitments for earnout payments on business acquisitions(3)		22		19		3		—		—
Total	$	431	$	358	$	61	$	3	$	9

(1)	Represents outstanding letters of credit with financial institutions covering performance and financial guarantees per contractual requirements with certain customers. These letters of credit may be drawn upon in the event of L-3’s nonperformance.
(2)	Represents the minimum guarantees made by L-3 or lessee (i) under the purchase option for certain operating leases in which the lease renewal is not exercised and (ii) for 50% of certain bank debt related to a joint venture arrangement (see Note 19 to our audited consolidated financial statements for a description of these guarantees).
(3)	Represents potential additional contingent purchase payments for business acquisitions that are contingent upon the post-acquisition financial performance or certain other performance conditions of the acquired businesses in accordance with the contractual purchase agreement.

Legal Proceedings and Contingencies

We are engaged in providing products and services under contracts with the U.S. Government and, to a lesser degree, under foreign government contracts, some of which are funded by the U.S. Government. All such contracts are subject to extensive legal and regulatory requirements, and, periodically, agencies of the U.S. Government investigate whether such contracts were and are being conducted in accordance with these requirements. Under U.S. Government procurement regulations, an indictment by a federal grand jury could result in the suspension for a period of time from eligibility for awards of new government contracts. A conviction could result in debarment from contracting with the federal government for a specified term. Additionally, in the event that U.S. Government budget and expenditures for products and services of the type we manufacture and provide are reduced, there may be a reduction in our sales volume. We are currently cooperating with the U.S. Government on several investigations, none of which we anticipate will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

We continually assess our obligations with respect to applicable environmental protection laws. While it is difficult to determine the timing and ultimate cost that we will incur to comply with these laws, based upon available

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internal and external assessments, with respect to those environmental loss contingencies of which we are aware, we believe that even without considering potential insurance recoveries, if any, there are no environmental loss contingencies that, in the aggregate, would be material to our consolidated financial position, results of operations or cash flows. Also, we have been periodically subject to litigation, government investigations, proceedings, claims or assessments and various contingent liabilities incidental to our business. We accrue for these contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For a description of our legal proceedings and contingencies, see Note 19 to our audited consolidated financial statements.

Subsequent to the date on which our audited consolidated financial statements were issued, a decision was rendered in the legal matter identified in Note 19 as Bashkirian Airways. On March 9, 2010, the court ruled in favor of plaintiffs and found ACSS to be liable for approximately $6.7 million in compensatory damages. We believe that the ruling and the damages awarded are inconsistent with the law and the evidence presented at trial, and currently intend to file an appeal.

Derivative Financial Instruments and Other Market Risk

Included in our derivative financial instruments are foreign currency forward contracts. All of our derivative financial instruments that are sensitive to market risk are entered into for purposes other than trading.

Interest Rate Risk.  Our Revolving Credit Facility is subject to variable interest and is therefore sensitive to changes in interest rates. The interest rates on the outstanding notes, senior subordinated notes, and CODES are fixed-rate and are not affected by changes in interest rates. Additional data on our debt obligations and our applicable borrowing spreads included in the interest rates we would pay on borrowings under the Revolving Credit Facility, if any, are provided in Note 10 to our audited consolidated financial statements.

Foreign Currency Exchange Risk.  Our U.S. and foreign businesses enter into contracts with customers, subcontractors or vendors that are denominated in currencies other than their functional currencies. To protect the functional currency equivalent cash flows associated with certain of these contracts, we enter into foreign currency forward contracts, which are generally designated and accounted for as cash flow hedges. At December 31, 2009, the notional value of foreign currency forward contracts was $352 million and the net fair value of these contracts was an asset of $6 million. The notional values of our foreign currency forward contracts with maturities ranging through 2014 and thereafter are presented in the table below.

	Year of Maturity
	2010		2011		2012		2013		2014 and Thereafter
	(in millions)
Notional value	$	225	$	70	$	25	$	14	$	18

Backlog and Orders

We define funded backlog as the value of funded orders received from customers, less the cumulative amount of sales recognized on such orders. We define funded orders as the value of contract awards received from the U.S. Government, for which the U.S. Government has appropriated funds, plus the value of contract awards and orders received from customers other than the U.S. Government. The table below presents our funded backlog;

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percent of funded backlog at December 31, 2009 expected to be recorded as sales in 2010 and funded orders for each of our reportable segments.

					Percentage of
					December 31, 2009
					Funded Backlog
	Funded Backlog				Expected to be
	at December 31,				Recorded as			Funded Orders
	2009		2008		Sales in 2010			2009		2008
	(in millions)							(in millions)
Reportable Segment:
C3ISR	$	2,313	$	2,267		74	%	$	3,156	$	2,963
Government Services		1,847		2,224		86			3,717		4,512
AM&M		1,655		1,855		86			2,594		2,947
Electronic Systems		5,047		5,226		69			5,264		6,110
Consolidated	$	10,862	$	11,572		76	%	$	14,731	$	16,532

Our funded backlog does not include the full potential value of our contract awards, including those pertaining to multi-year, cost-plus type contracts, which are generally funded on an annual basis. Funded backlog also excludes the potential future orders and related sales from unexercised priced contract options that may be exercised by customers under existing contracts and the potential future orders and related sales of purchase orders that we may receive in the future under indefinite quantity contracts or basic ordering agreements during the term of such agreements.

Accounting Standards Issued and Not Yet Implemented

For a discussion of accounting standards issued and not yet implemented, see Note 2 to our audited consolidated financial statements.

Inflation

The effect of inflation on our sales and earnings has not been significant. Although a majority of our sales are made under long-term contracts (revenue arrangements), the selling prices of such contracts, established for deliveries in the future, generally reflect estimated costs to be incurred in these future periods. In addition, some of our contracts provide for price adjustments through cost escalation clauses.

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BUSINESS

Overview

L-3 is a prime system contractor in Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (C³ISR) systems, government services, and aircraft modernization and maintenance. L-3 is also a leading provider of high technology products, subsystems and systems. Our customers include the United States (U.S.) Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS), U.S. Department of Justice (DoJ), allied foreign governments, domestic and foreign commercial customers and select other U.S. federal, state and local government agencies.

For the year ended December 31, 2009, we generated sales of $15.6 billion, operating income of $1,656 million and net cash from operating activities of $1,407 million. The table below presents a summary of our 2009 sales by major category of end customer. For a more detailed presentation of our sales by end customer, see “Major Customers” on page 74.

			% of
	2009 Sales		Total Sales
	(in millions)
DoD	$	11,932		76	%
Other U.S. Government		1,127		7
Total U.S. Government	$	13,059		83	%
Foreign governments		1,082		7
Commercial — foreign		867		6
Commercial — domestic		607		4
Total sales	$	15,615		100	%

We have the following four reportable segments: (1) C³ISR, (2) Government Services, (3) Aircraft Modernization and Maintenance (AM&M), and (4) Electronic Systems (previously named Specialized Products). During the 2009 fourth quarter, we renamed our Specialized Products reportable segment Electronic Systems to better describe the nature of the segment’s businesses. Financial information for our reportable segments, including financial information about geographic areas, is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 22 to our audited consolidated financial statements.

Business Strategy

Our business strategy is customer-focused and aims to increase shareholder value by providing products and services to our customers that create value for them with responsive, high-quality and affordable solutions. Financially, our emphasis is on sustainably growing earnings per share and cash flow. Our strategy involves a flexible and balanced combination of organic growth, cost reductions, select business acquisitions and divestitures, and dividends and share repurchases, enabling us to grow the Company and also return cash to our shareholders. We intend to maintain and expand our position as a leading prime system contractor and supplier of products, subsystems, systems and services to the DoD, other U.S. Government agencies, allied foreign governments and commercial customers, both domestic and international. Our strategy includes the elements discussed below.

Entrepreneurial, Accountable and Results-Driven Culture.  A key part of L-3’s strategy is to create an entrepreneurial, accountable, and results-driven culture that is focused on meeting our customer’s needs and on achieving L-3’s strategic goals and growth objectives. L-3’s culture is made up of diverse people providing creative solutions and ideas in an environment that fosters teamwork and collaboration across our business units. Operating with integrity and with a commitment to the highest standards of ethical conduct is an important part of our strategy to build and maintain the trust of our customers, shareholders, employees, suppliers and communities where we live and work.

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Focus On Outstanding Program Performance.  We believe that outstanding performance on our existing programs and contracts in terms of on-budget, on-schedule and in accordance with our contractual obligations is the foundation for successfully meeting our objectives of expanding L-3’s prime contractor and supplier positions and growing sales organically. We believe that a prerequisite for growing and winning new business is to retain our existing business by successfully meeting the performance criteria in our existing contracts. We will continue to focus on delivering superior contract performance to our customers in order to maintain our reputation as an agile and responsive contractor and to differentiate ourselves from our competitors.

Expand our Prime Contractor and Supplier Positions.  We intend to expand our prime system contractor roles in select business areas where we have domain expertise, including C³ISR, aircraft modernization and maintenance and government technical services. We also intend to enter into “teaming” arrangements with other prime system contractors and platform original equipment manufacturers to compete for select new business opportunities. As an independent supplier of a broad range of products, subsystems and systems in several key business areas, our growth will partially be driven by expanding our share of existing programs and participating in new programs. We also expect to identify opportunities to use our customer relationships and leverage the capabilities of our various businesses, including proprietary technologies, to expand the scope of our products and services to existing and new customers. Furthermore, we intend to continue to supplement our growth by participating in and competing for new programs internationally, particularly in Canada, the United Kingdom and Australia.

Align Research & Development with Customer Priorities.  We intend to continue to align our products, services, internal investments in research and development and business development activities to proactively address customer priorities and requirements. We also intend to grow our sales through the introduction of new products and services and continued increased collaboration among our businesses to offer the best quality and competitive solutions and services to our customers.

Grow Sales Organically and Selectively Acquire Businesses.  We intend to use our existing prime contractor and supplier positions and internal investments to grow our sales organically. We expect to continue to benefit from our positions as a supplier to multiple bidders on select prime contract bids. We plan to maintain our diversified and broad business mix with its limited reliance on any single contract, follow-on or new business opportunities. We also expect to continue to supplement our organic sales growth by selectively acquiring businesses that add new products, services, technologies, programs and contracts, or provide access to select customers and provide attractive returns on investment.

Continuously Improve our Cost Structure and Business Processes.  We intend to continue to aggressively improve and reduce our direct contract costs and overhead costs, including general and administrative costs. Effective management of labor, material, subcontractor and other direct costs is a primary element of favorable contract performance. We also intend to grow sales at a faster rate than overhead costs. We believe continuous cost improvement will enable us to increase our cost competitiveness, expand our operating margin and selectively invest in new product development, bids and proposals and other business development activities to organically grow sales.

Collaborate to Increase Growth Opportunities.  We intend to continue to collaborate among our diversified businesses to develop new business opportunities. The combination of our leading technologies and our speed and agility to meet customer requirements and priorities will allow us to accelerate our shift from a “black box” provider to a system solutions provider.

Selected Recent Business Acquisitions and Business and Product Line Dispositions

During the year ended December 31, 2009, we used cash of $90 million for business acquisitions. We did not sell any businesses or dispose of any product lines during 2009. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Acquisitions and Business and Product Line Dispositions” on page 36 for additional details about our 2009 business acquisitions, including their aggregate purchase prices.

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Products and Services

Our four reportable segments provide a wide range of products and services to various customers and are described below.

C³ISR Reportable Segment

In 2009, C³ISR net sales of $3,095 million represented 20% of our total net sales. The businesses in this segment provide products and services for the global ISR market, specializing in signals intelligence (SIGINT) and communications intelligence (COMINT) systems. These products and services provide to the warfighter in real-time, the unique ability to collect and analyze unknown electronic signals from command centers, communication nodes and air defense systems for real-time situational awareness and response. The businesses in this reportable segment also provide C³ systems, networked communications systems and secure communications products for military and other U.S. Government and foreign government intelligence, reconnaissance and surveillance applications. We believe that these products and services are critical elements for a substantial number of major command, control and communication, intelligence gathering and space systems. These products and services are used to connect a variety of airborne, space, ground and sea-based communication systems and are used in the transmission, processing, recording, monitoring, and dissemination functions of these communication systems. Major products and services for this reportable segment include:

•  highly specialized fleet management sustainment and support, including procurement, systems integration, sensor development, modifications and periodic depot maintenance for SIGINT and ISR special mission aircraft and airborne surveillance systems;

•  strategic and tactical SIGINT systems that detect, collect, identify, analyze and disseminate information;

•  secure data links that enable real-time information collection and dissemination to users of networked communications for airborne, satellite, ground and sea-based remote platforms, both manned and unmanned;

•  secure terminal and communication network equipment and encryption management; and

•  communication systems for surface and undersea vessels and manned space flights.

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The table below provides additional information for the systems, products and services, selected applications and selected platforms or end users of our C³ISR reportable segment.

Systems/Products/Services	Selected Applications	Selected Platforms/End Users
ISR Systems
• Prime mission systems integration, sensor development and operations and support	• Signal processing, airborne SIGINT applications, antenna technology, real-time process control and software development	• U.S. Air Force (USAF), United Kingdom (U.K.) Ministry of Defence (MoD) and other allied foreign militaries ISR aircraft platforms
• Fleet management of special mission aircraft, including avionics and mission system upgrades and logistics support	• Measurement collection and signal intelligence, special missions	• DoD and classified customers within the U.S. Government
• ISR operations and support	• Data link support and services, special applications, classified projects, spares and repairs	• USAF and U.S. Army ISR aircraft platforms
Networked Communications
• Airborne, space and surface data link terminals, ground stations, and transportable tactical SATCOM (satellite communications) systems	• High performance, wideband secure communication links for relaying of intelligence and reconnaissance information	• Manned aircraft, unmanned aerial vehicles (UAVs), naval ships, ground vehicles and satellites for the DoD
• Multi-band Manpack Receivers	• Portable, ruggedized terminals used for receiving reconnaissance video and sensor data from multiple airborne platforms	• U.S. Special Operations Command (USSOCOM), USAF and other DoD customers
• Satellite command and control sustainment and support	• Software integration, test and maintenance support, satellite control network and engineering support for satellite launch systems	• USAF Space Command (AFSC), USAF Satellite Control Network and launch ranges
Secure Communications Products
• Secure communication terminals and equipment, and secure network encryption products	• Secure and non-secure voice, data and video communication for office, battlefield and secure internet protocol (IP) network applications	• DoD and U.S. Government intelligence agencies
• Ground-based satellite communication terminals and payloads	• Interoperable, transportable ground terminals	• DoD and U.S. Government intelligence agencies
• Shipboard communications systems	• Internal and external communications (radio rooms)	• U.S. Navy (USN), U.S. Coast Guard (USCG) and allied foreign navies

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Government Services Reportable Segment

In 2009, Government Services net sales of $4,155 million represented 27% of our total net sales. The businesses in this segment provide a full range of engineering, technical, analytical, information technology (IT), advisory, training, logistics and support services to the DoD, DoS, DoJ and U.S. Government intelligence agencies and allied foreign governments. Major services for this reportable segment include:

•  communication software support, information technology services and a wide range of engineering development services and integration support;

•  high-end engineering and information systems support services used for command, control, communications and ISR architectures, as well as for air warfare modeling and simulation tools for applications used by the DoD, DHS and U.S. Government intelligence agencies, including missile and space systems, UAVs and manned military aircraft;

•  developing and managing extensive programs in the United States and internationally that focus on teaching, training and education, logistics, strategic planning, organizational design, democracy transition and leadership development;

•  human intelligence support and other services, including linguist and translation services and related management to support contingency operations and current intelligence-gathering requirements;

•  Command & Control Systems and Software services in support of maritime and expeditionary warfare;

•  intelligence, analysis and solutions support to the DoD, including the U.S. Armed Services combatant commands and the U.S. Government intelligence agencies, including those within the U.S. Armed Services;

•  technical and management services, which provide support of intelligence, logistics, C³ and combatant commands; and

•  conventional high-end enterprise IT support, systems and other services to the DoD and other U.S. federal agencies.

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The table below provides additional information for the systems, products and services, selected applications and selected platforms or end users of our Government Services reportable segment.

Systems/Products/Services	Selected Applications	Selected Platforms/End Users
Training and Operational Support
• Training systems, courseware and doctrine development	• Training, leadership development and education services for U.S. and allied foreign armed forces, counterintelligence and law enforcement personnel	• U.S. Army, U.S. Marine Corps (USMC), DoS, DoJ and allied foreign governments
• Acquisition management and staff augmentation	• Rapid fielding support for combatants and physical location management	• U.S. Army
• Weapons Training Systems	• Laser marksmanship training systems and advanced integrated technologies for security products and services	• DoD and law enforcement agencies
• Specialized management, policy and training in energy, environmental and natural resource management	• Water and Coastal resource management, sustainable agriculture and food security, climate change mitigation strategies, emergency preparedness, response and reconstruction, power sector restructuring and energy economics and finance	• U.S. Agency for International Development, foreign governments, World Bank and Non-Governmental Organizations
Enterprise IT Solutions
• Network and enterprise administration and management	• Systems engineering, assurance and risk management, network and systems administration, management, software development and life cycle support and systems integration	• U.S. Army, U.S. Joint Chiefs of Staff, USAF, USSOCOM, Federal Aviation Administration (FAA) and NASA
• Systems acquisition and advisory support and comprehensive operational support services	• Requirements definition, program management, planning and analysis, systems engineering, integration and development, intelligence analysis and managing and network engineering	• U.S. Army, USAF, USN and DHS
Intelligence Solutions and Support
• System support and concept operations (CONOPS)	• C3ISR, modeling and simulation	• DoD, U.S. Missile Defense Agency (MDA), U.S. Government intelligence agencies, and NASA
• IT services	• IT infrastructure modernization and operations	• U.S. Government intelligence agencies and U.K. MoD
• Information management and IT systems support and software design, development and systems integration	• Intelligence and operations support, C3 systems, network centric operations and information operations	• DoD and U.S. Government intelligence agencies

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Systems/Products/Services	Selected Applications	Selected Platforms/End Users
• Linguistic, interpretation, translation and analyst services	• Counterintelligence, threat protection and counter terrorism	• U.S. Army
Command & Control Systems and Software
• Software engineering/software sustainment, operations analysis, research, technical analysis, training and test and evaluation	• Software, systems and field services support for C4ISR Systems, fixed and rotary wing aircraft, naval vessels and ground vehicles	• U.S. Army, USN and USMC
• Communication systems and software engineering services	• Value-added, critical software support for C3 ISR systems, electronic warfare and fire support systems	• U.S. Army Communications — Electronics Command (CECOM)
• Acquisition and Procurement Support	• Support defense acquisition programs, develop acquisition roadmaps, capability assessments and develop requirements	• U.S. Army, USN and USMC
• Systems Engineering and Integration Support	• System design and development, platform simulations, systems testing, prototype development and deployment and hardware and software integration	• USMC, U.S. Army and, USSOCOM
Global Security & Engineering Solutions
• Surveillance systems and products, including installation and logistics support	• Remote surveillance for U.S. borders	• DHS
• Security Solutions	• Border security systems, area surveillance and access control, critical infrastructure protection, continuity planning and emergency management	• DHS, USMC and Customs and Border Patrol
• Engineering and technical solutions	• Systems engineering and design, analysis and integration, technical support and test & evaluation, Weapons of Mass Destruction (WMD) effects analysis and Improvised Explosive Device (IED) counter measures	• DoD and U.S. Government agencies
• Program management and operational support	• Command center operations, systems acquisitions, emergency management training, continuity of operations and government planning	• Federal Emergency Management Agency, FAA, Joint Task Force — Civil Support

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Aircraft Modernization and Maintenance (AM&M) Reportable Segment

In 2009, AM&M net sales of $2,827 million represented 18% of our total net sales. The businesses in this segment provide modernization, upgrades and sustainment, maintenance and logistics support services for military and various government aircraft and other platforms. We sell these services primarily to the DoD, the Canadian Department of National Defense (DND) and other allied foreign governments. Major products and services for this reportable segment include:

•  engineering, modification, maintenance, logistics and upgrades for aircraft, vehicles and personnel equipment;

•  turnkey aviation life cycle management services that integrate custom developed and commercial off-the-shelf products for various military fixed and rotary wing aircraft, including heavy maintenance and structural modifications and interior modifications and construction; and

•  aerospace and other technical services related to large fleet support, such as aircraft and vehicle modernization, maintenance, repair and overhaul, logistics, support and supply chain management, primarily for military training, tactical, cargo and utility aircraft.

The table below provides additional information for the systems, products and services, selected applications and selected platforms or end users of our AM&M reportable segment.

Systems/Products/Services	Selected Applications	Selected Platforms/End Users
Aircraft and Base Support Services
• Logistics support, maintenance and refurbishment	• Aircraft maintenance repair and overhaul, flight operations support for training, cargo and special mission aircraft	• U.S. Army, USAF, USN, USSOCOM, Canadian DND and other allied foreign militaries
• Contract Field Teams (CFT)	• Deployment of highly mobile, quick response field teams to customer locations to supplement the customer’s resources for various ground vehicles and aircraft	• U.S. Army, USAF, USN and USMC
• Contractor operated and managed base supply (COMBS)	• Inventory management activities relating to flight support and maintenance, including procurement and field distribution	• Military training and cargo aircraft
Aircraft Modernization
• Modernization and life extension maintenance upgrades and support	• Aircraft structural modifications and inspections, installation of mission equipment, navigation and avionics products, interior modifications	• USN, USAF, USSOCOM, Canadian DND, Royal Australian Air Force, other allied foreign governments, various military, fixed and rotary wing aircraft, very important person and head of state aircraft
• Fabrication and assembly of fixed and rotary wing aeronautical structures	• Rotary wing cabin assemblies, new and modified wings and subassemblies, and parts fabrication for original equipment manufacturers	• U.S. Army, USN, USMC and Canadian DND

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Electronic Systems Reportable Segment

In 2009, Electronic Systems net sales of $5,538 million represented 35% of our total net sales. The businesses in this reportable segment provide a broad range of products, including components, products, subsystems, systems, and related services to military and commercial customers in several niche markets. The table below provides a summary of the segment’s business areas and the percentage that each contributed to Electronic Systems net sales in 2009.

	% of 2009
Business Area	Segment Sales
Power & Control Systems		17	%
Electro-Optic/Infrared (EO/IR)		16
Microwave		15
Avionics & Displays		10
Simulation & Training		10
Precision Engagement		9
Security & Detection		5
Propulsion Systems		5
Telemetry & Advanced Technology		5
Undersea Warfare		5
Marine Services		3
Total Electronic Systems		100	%

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The table below provides additional information for the systems, products, and services selected applications and selected platforms or end users of our Electronic Systems reportable segment.

Systems/Products/Services	Selected Applications	Selected Platforms/End Users
Power & Control Systems
• Shipboard electrical power packages, electric drives and propulsion, automation, navigation and communication systems	• Surface ships ranging from shipping vessels, container carriers, environmental and research ships, ferries and cruise liners	• Commercial shipbuilders and allied foreign navies
• Naval power delivery, conversion and switching products	• Switching, distribution and protection, as well as frequency and voltage conversion	• Naval submarines, surface ships and aircraft carriers
EO/IR
• Targeted stabilized camera systems with integrated sensors and wireless communication systems	• Intelligence Data Collection, Surveillance and Reconnaissance	• DoD, intelligence and security agencies, law enforcement, manned/unmanned platforms
• Airborne and ground based high energy laser beam directors and high tracking rate telescopes	• Directed energy systems, space surveillance, satellite laser ranging and laser communications	• USAF and NASA
• Soldier Systems Night Vision (NV) and weapon sights products	• Image intensified NV goggles/sights, holographic weapon sights, thermal sights and images, and driver viewers for special forces, pilots and aircrews, soldiers, Marines, sailors and law enforcement personnel	• U.S. Army, USN, USMC, DHS, allied foreign militaries and law enforcement agencies
Microwave
• Passive and active microwave components and subsystems and non-ionizing radiation monitoring equipment	• Radio transmission, switching and conditioning, transponder control, channel and frequency separation, ground vehicles, aircraft and satellites	• DoD and original equipment manufacturers, SATCOM for DoD and various government agencies
• Traveling wave tubes, power modules, klystrons and digital broadcast	• Microwave vacuum electron devices and power modules	• DoD and allied foreign military manned/unmanned platforms, various missile programs and commercial broadcast
• Quick-deploy flyaway very small aperture terminals (VSAT) and vehicular satellite systems	• Satellite communication systems	• U.S. Army, USAF and various DoD agencies

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Systems/Products/Services	Selected Applications	Selected Platforms/End Users
• High dynamic small aperture Ku/Ka-band receive/transmit systems	• Off road use on military vehicles, watercraft, and airborne platforms to provide two-way broadband connectivity while on the move	• U.S. Army and various DoD agencies
• Tactical ground based signal intercept and direction finding systems	• Man portable and military vehicle mounted tactical signal intercept/exploitation and direction finding systems	• U.S. Army and other DoD/U.S. intelligence agencies
• Spread spectrum & time division multiple access modems that support ultra high frequency (UHF) using Ka band operation	• On the move SATCOM and other tactical communications systems utilizing small aperture terminals	• U.S. military and various international allied military and special forces customers
• Ultra-wide frequency and advanced radar antennas and radomes	• Surveillance and radar detection	• Military fixed and rotary winged aircraft, SATCOM
Avionics & Displays
• Solid state crash protected cockpit voice and flight data recorders	• Aircraft voice and flight data recorders that continuously record voice and sounds from cockpit and aircraft intercommunications	• Commercial transport, business, regional and military aircraft
• Airborne traffic and collision avoidance systems, terrain awareness warning systems	• Reduce the potential for midair aircraft collisions and crashes into terrain by providing visual and audible warnings and maneuvering instructions to pilots	• Commercial transport, business, regional and military aircraft
• Advanced cockpit avionics	• Pilot safety, navigation and situation awareness products	• Commercial transport, business, regional and military aircraft
• Cockpit and mission displays	• High performance, ruggedized flat panel and cathode ray tube displays and processors	• Various military aircraft
• Lightweight man portable computer/displays for dismounted soldiers	• Situational awareness and connectivity for dismounted soldiers	• U.K. MoD and U.K. Royal Army
Simulation & Training
• Military aircraft flight simulators, reconfigurable training devices, distributed mission training (DMT) suites	• Advanced simulation technologies and training for pilots, navigators, flight engineers, gunners and operators	• Fixed and rotary winged aircraft and ground vehicles for USAF, USN, U.S. Army, Canadian DND and allied foreign militaries
• Training services, integrated logistics support and maintenance	• Systems management, operations, and maintenance	• Various DoD and allied foreign military customers

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Systems/Products/Services	Selected Applications	Selected Platforms/End Users
Precision Engagement
• Unmanned systems and components	• Tactical unmanned air systems (UAS), medium altitude long endurance (MALE) UAS, small expendable UAS, flight controls, sensors and remote viewing systems	• U.S. DoD and allied foreign ministries of defense
• Global Positioning System (GPS) receivers	• Location tracking	• Guided projectiles and precision munitions
• Navigation systems and positioning navigation units	• Satellite launch and orbiting navigation and navigation for ground vehicles and fire control systems	• USAF, U.S. Army, USMC and NASA
• Fuzing and ordnance systems	• Precision munitions, fuzes, and electronic and electromechanical safety arming devices (ESADs)	• Various DoD and allied foreign military customers
Security & Detection
• Airport security systems, explosives detection systems and whole body imaging systems	• Rapid scanning of passenger checked baggage and carry-on luggage, scanning of large cargo containers	• DHS, including the U.S. Transportation and Security Administration (TSA), domestic and international airports and state and local governments
• Non-invasive security systems and portals, and sophisticated sensors with threat detection capabilities	• Aviation, rail and border crossing security	• TSA, U.S. Customs agency, various regulatory authorities and private security companies
• Force protection, electronic warfare and satellite monitoring	• Counter IED systems, jamming and satellite monitoring	• U.K. MoD and other international security agencies and ministries of defense
Propulsion Systems
• Heavy fuel engines, cross drive variable transmissions, turret drive systems, vehicle suspension, advanced drive systems and auxiliary power generators	• Power trains and suspension systems for military vehicles, power and energy management for military hybrid electric vehicles, non portable and under armor auxiliary power units, and heavy fueled engines for unmanned systems	• U.S. Army, USMC and allied foreign ministries of defense, manned/unmanned military platforms
Telemetry & Advanced Technology
• Telemetry and instrumentation systems	• Real-time data acquisition, measurement, processing, simulation, distribution, display and storage for flight tracking, testing and termination	• Aircraft, missiles and satellites

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Systems/Products/Services	Selected Applications	Selected Platforms/End Users
• High power microwave sources, systems & effects, pulse power systems and electromagnetics hardened construction	• Forensic analysis of weapons of mass destruction, active detection of special nuclear material and irradiation systems for decontamination and industrial applications	• U.K. MoD, U.S. Defense Threat Reduction Agency, U.S. Army and USAF
Undersea Warfare
• Airborne dipping sonars, submarine and surface ship towed arrays	• Submarine and surface ship detection and localization	• USN and allied foreign navies
Marine Services
• Shipboard electronics racks, rugged computers, rugged displays and communication terminals	• Ruggedized displays, computers and electronic systems	• Naval vessels and other DoD applications
• Service life extensions	• Landing craft air cushion amphibious vehicle	• USN
• Ship repair, overhaul and maintenance, ship instructions, and battle force tactical training	• Embedded shipboard training systems	• USN, USCG and commercial shipowners

Backlog and Orders

We define funded backlog as the value of funded orders received from customers, less the cumulative amount of sales recognized on such orders. We define funded orders as the value of contract awards received from the U.S. Government, for which the U.S. Government has appropriated funds, plus the value of contract awards and orders received from customers other than the U.S. Government. A table that presents our funded backlog, percent of December 31, 2009 funded backlog expected to be recorded as sales in 2010 and funded orders for each of our reportable segments is located in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Backlog and Orders” on page 59.

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Major Customers

The table below presents a summary of our 2009 sales by end customer and the percent contributed by each to our total 2009 sales. For additional information regarding domestic and foreign sales, see Note 22 to our audited consolidated financial statements.

			% of
	2009 Sales		Total Sales
	(in millions)
Army	$	4,107		26	%
Air Force		3,721		24
Navy/Marines		2,544		16
Other Defense		1,560		10
Total DoD	$	11,932		76	%
Other U.S. Government		1,127		7
Total U.S. Government	$	13,059		83	%
Foreign governments		1,082		7
Commercial — foreign		867		6
Commercial — domestic		607		4
Total sales	$	15,615		100	%

Direct sales to the end customer represent approximately 70% of our consolidated sales, and we are a subcontractor or supplier for the remaining 30%. Additionally, approximately 75% of our DoD sales for 2009 were direct to the customer, and approximately 25% were indirect through other prime system contractors and subcontractors of the DoD.

Our sales are predominantly derived from contracts with agencies of, and prime system contractors to, the U.S. Government. Various U.S. Government agencies and contracting entities exercise independent and individual purchasing decisions, subject to annual appropriations by the U.S. Congress. For the year ended December 31, 2009, our five largest contracts generated 12% of our consolidated sales. For the year ended December 31, 2009, our largest contract (revenue arrangement) in terms of annual sales, was the Special Operation Forces Support Activity (SOFSA) contract, which generated approximately 3% of our sales. On March 3, 2009, SOFSA announced that L-3 was not selected to perform on the follow-on contract. L-3 subsequently protested and, as a consequence, SOFSA has taken corrective action, which will include the issuance of a revised solicitation. Once a new solicitation is issued, proposals will be requested from all bidders. We were notified that a new solicitation will be issued in approximately April 2010, with an expected award date of January 2011. We may not succeed in the recompetition for the next SOFSA contract. We continue to perform on the current contract, which has been extended to January 2011.

Research and Development

We conduct research and development activities that consist of projects involving applied research, new product and systems development and select concept studies. We employ scientific, engineering and other personnel to improve our existing product-lines and systems and develop new products, technologies, and systems. As of December 31, 2009, we employed approximately 13,000 engineers, a substantial portion of whom hold advanced degrees, and work on company sponsored research and development efforts and customer funded research and development contracts.

Company-sponsored (Independent) research and development costs for our businesses that are U.S. Government contractors are allocated to U.S. Government contracts and are charged to cost of sales when the related sales are recognized as revenue. Research and development costs for our commercial businesses are expensed as incurred and are also charged to cost of sales. The table below presents company-sponsored (Independent) research and

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development expenses incurred for the years ended December 31, 2009, 2008 and 2007 for our U.S. Government businesses and our commercial businesses.

	Year Ended December 31,
	2009		2008		2007
Company-Sponsored Research and Development Costs:
U.S. Government Contractor Businesses	$	195	$	176	$	161
Commercial Businesses		62		78		86
Total	$	257	$	254	$	247

Customer-funded research and development costs pursuant to contracts (revenue arrangements) are not included in the table above because they are direct contract costs and are charged to cost of sales when the corresponding revenue is recognized. See Note 2 to our audited consolidated financial statements for additional information regarding research and development.

Competition

Our businesses generally encounter intense competition. We believe that we are a major provider for many of the products and services we offer to our DoD, government and commercial customers.

Our ability to compete for existing and new business depends on a variety of factors, including,

•  the effectiveness and innovation of our technologies, systems and research and development programs;

•  our ability to offer better program performance than our competitors at a lower cost;

•  historical technical and schedule performance;

•  our ability to attain supplier positions on contracts;

•  our ability to maintain an effective supplier and vendor base;

•  our ability to retain our employees and hire new ones, particularly those who have U.S. Government security clearances;

•  the capabilities of our facilities, equipment and personnel to undertake the business for which we compete; and

•  our ability to quickly and flexibly meet customer requirements and priorities.

In some instances, we are the incumbent supplier or have been the sole provider on a contract for many years, and we refer to these positions as “sole-source”. On our sole-source contracts, there may be other suppliers who have the capability to compete for the contracts involved, but they can only enter the market if the customer chooses to reopen the particular contract to competition. Sole-source contracts are generally re-competed every three to five years and at times more frequently. For the year ended December 31, 2009, contracts where we held sole-source positions accounted for 51% of our total sales and contracts which we had competitively won accounted for 49% of our total sales.

We believe we are the defense supplier with one of the broadest and most diverse portfolios of products and services. We are primarily a non-platform prime system contractor and have diverse subcontractor positions. We supply our products and services to other prime system contractors. However, we also compete directly with other large prime system contractors for (i) certain products, subsystems and systems, where they have vertically integrated businesses and (ii) niche areas where we are a prime system contractor. We also compete with numerous other aerospace, defense and government technical services contractors, which generally provide similar products, subsystems, systems or services. We believe that a majority of our businesses enjoy the number one or number two competitive position in their market niches. We believe that the primary competitive factors for our businesses are technology, research and development capabilities, quality, cost, market position, responsiveness and past performance. Some of these competitors are larger than we are and, therefore, have greater financial and other resources than we have.

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In addition, our ability to compete for select contracts may require us to “team” with one or more of the other prime system contractors that bid and compete for major platform programs, and our ability to “team” with them is often dependent upon the outcome of a competition for subcontracts they award.

Patents and Licenses

Generally, we do not believe that our patents, trademarks and licenses are material to our operations. Furthermore, most of our U.S. Government contracts generally permit us to use patents owned by other U.S. Government contractors. Similar provisions in U.S. Government contracts awarded to other companies make it impossible for us to prevent the use of our patents in most DoD work performed by other companies for the U.S. Government.

Raw Materials

Generally, our businesses engage in limited manufacturing activities. In manufacturing our products, we use our own production capabilities as well as a diverse base of third party suppliers and subcontractors. Although certain aspects of our manufacturing activities require relatively scarce raw materials, we have not experienced difficulty in our ability to procure raw materials, components, sub-assemblies and other supplies required in our manufacturing processes.

Contracts

A significant portion of our sales are derived from sole-source contracts as discussed above. We believe that our customers award sole-source contracts to the most capable supplier in terms of quality, responsiveness, design, engineering and program management competency and cost. However, as discussed above, we are increasingly competing against other prime system contractors for major subsystems and systems business. As a consequence of our competitive position, for the year ended December 31, 2009, we won contract awards at a rate in excess of 53% on new competitive contracts that we bid on, and at a rate in excess of 95% on the number of contracts we rebid for when we were the incumbent supplier.

Generally, the sales price arrangements for our contracts are either fixed-price, cost-plus or time-and-material type. Generally, a fixed-price type contract offers higher profit margin potential than a cost-plus type or time-and-material type contract, which is commensurate with the greater levels of risk we assume on a fixed-price type contract.

On a fixed-price type contract (revenue arrangement), we agree to perform the contractual statement of work for a predetermined sales price. Although a fixed-price type contract generally permits us to retain profits if the total actual contract costs are less than the estimated contract costs, we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on the contract. Accounting for the sales on a fixed-price type contract requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work, and (3) the measurement of progress towards completion. Adjustments to original estimates for a contract’s revenue, estimated costs at completion and estimated total profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change.

On a cost-plus type contract (revenue arrangement), we are paid our allowable incurred costs plus a profit which can be fixed or variable depending on the contract’s fee arrangement up to predetermined funding levels determined by our customers. Cost-plus type contracts with award and incentive fee provisions are our primary variable contract fee arrangement. Award fees provide for a fee based on actual performance relative to contractually specified performance criteria. Incentive fees provide for a fee based on the relationship which total allowable costs bear to target cost. Sales from cost-plus type contracts with award fees were approximately $1.1 billion for the year ended December 31, 2009. Sales from cost-plus type contracts with incentive fees were approximately $751 million for the year ended December 31, 2009. Our customer satisfaction and performance record is evidenced by our receipt of performance-based award fees achieving 95% of the available award fees on average during the year ended December 31, 2009.

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On a time-and-material type contract (revenue arrangement), we are paid on the basis of direct labor hours expended at specified fixed-price hourly rates (that include wages, overhead, allowable general and administrative expenses and profit) and materials at cost. Therefore, on cost-plus type and time-and-material type contracts we do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funded amounts.

We believe we have a balanced mix of fixed-price, cost-plus and time-and-material type contracts, a diversified business base and an attractive customer profile with limited reliance on any single contract.

The table below presents the percentage of our total sales generated from each contract-type for the years ended December 31, 2009, 2008, and 2007.

	Year Ended December 31,
Contract-Type	2009			2008			2007
Fixed-price		57	%		54	%		51	%
Cost-plus		28	%		27	%		30	%
Time-and-material		15	%		19	%		19	%
Total sales		100	%		100	%		100	%

Substantially all of our cost-plus type contracts and time-and-material type contracts are with U.S. Government customers. Substantially all of our sales to commercial customers are transacted under fixed-price sales arrangements and are included in our fixed-price type contract sales.

Regulatory Environment

Most of our revenue arrangements with agencies of the U.S. Government, including the DoD, are subject to unique procurement and administrative rules. These rules are based on both laws and regulations, including the U.S. Federal Acquisition Regulation (FAR), that: (1) impose various profit and cost controls, (2) regulate the allocations of costs, both direct and indirect, to contracts and (3) provide for the non-reimbursement of unallowable costs. Unallowable costs include, but are not limited to, lobbying expenses, interest expenses and certain costs related to business acquisitions, including, for example, the incremental depreciation and amortization expenses arising from fair value increases to the historical carrying values of acquired assets. Our contract administration and cost accounting policies and practices are also subject to oversight by government inspectors, technical specialists and auditors. See “Risk Factors” on page 12 for a discussion of certain additional business risks specific to our government contracts.

As is common in the U.S. defense industry, we are subject to business risks, including changes in the U.S. Government’s procurement policies (such as greater emphasis on competitive procurement), governmental appropriations, national defense policies or regulations, service modernization plans, and availability of funds. A reduction in expenditures by the U.S. Government for products and services of the type we manufacture and provide, lower margins resulting from increasingly competitive procurement policies, a reduction in the volume of contracts or subcontracts awarded to us or the incurrence of substantial contract cost overruns could materially adversely affect our business.

Certain of our sales are under foreign military sales (FMS) agreements directly between the U.S. Government and allied foreign governments. In such cases, because we serve only as the supplier, we do not have unilateral control over the terms of the agreements. These contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. Government investigate whether our operations are being conducted in accordance with these laws and regulations. Investigations could result in administrative, civil, or criminal liabilities, including repayments, disallowance of certain costs, or fines and penalties. Certain of our sales are direct commercial sales to allied foreign governments. These sales are subject to U.S. Government approval and licensing under the Arms Export Control Act. Legal restrictions on sales of sensitive U.S. technology also limit the extent to which we can sell our products to allied foreign governments or private parties.

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All of our U.S. Government contracts can be terminated by the U.S. Government either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of costs incurred or committed settlement expenses and profit on the work completed prior to termination. Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. Our contracts with foreign governments generally contain similar provisions relating to termination at the convenience of the customer.

Environmental Matters

Our operations are subject to various environmental laws and regulations relating to the discharge, storage, treatment, handling, disposal and remediation of certain materials, substances and wastes used in our operations. We continually assess our obligations and compliance with respect to these requirements.

We have also assessed the risk of environmental contamination for our various manufacturing facilities, including our acquired businesses and, where appropriate, have obtained indemnification, either from the sellers of those acquired businesses or through pollution liability insurance. We believe that our current operations are in substantial compliance with all existing applicable environmental laws and permits. We believe our current expenditures will allow us to continue to be in compliance with applicable environmental laws and regulations. While it is difficult to determine the timing and ultimate cost to be incurred in order to comply with these laws, based upon available internal and external assessments, with respect to those environmental loss contingencies of which we are aware, we believe that after considering recorded liabilities, there are no environmental loss contingencies that, individually or in the aggregate, would be material to our consolidated results of operations, financial position or cash flows.

Certain Acquired Pension Plans

In connection with our acquisition of ten business units from Lockheed Martin and the formation of L-3 in 1997, we assumed certain defined benefit pension plan liabilities for present and former employees and retirees of certain of these businesses from Lockheed Martin. Lockheed Martin had previously received a letter from the Pension Benefit Guaranty Corporation (PBGC), indicating that the pension plans of two businesses were under funded using the PBGC’s actuarial assumptions (Subject Plans).

With respect to the Subject Plans, Lockheed Martin entered into an agreement (Lockheed Martin Commitment) with L-3 and the PBGC dated as of April 30, 1997. The terms and conditions of the Lockheed Martin Commitment include a commitment by Lockheed Martin to the PBGC to, under certain circumstances, assume sponsorship of the Subject Plans or provide another form of financial support for the Subject Plans. The Lockheed Martin Commitment will continue until the Subject Plans are no longer under funded on a PBGC basis for two consecutive years, or immediately if we achieve investment grade credit ratings on all of our outstanding debt.

If Lockheed Martin did assume sponsorship of the Subject Plans, it would be primarily liable for the costs associated with funding the Subject Plans or any costs associated with the termination of the Subject Plans. The terms and conditions of the Lockheed Martin Commitment would require us to reimburse Lockheed Martin for these costs. Lockheed Martin has not assumed sponsorship or provided another form of financial support for the Subject Plans.

We believe we have performed our obligations under the Lockheed Martin Commitment and have not received any communications from the PBGC concerning actions that the PBGC contemplates taking in respect of the Subject Plans.

For the year ended December 31, 2009, we contributed $10 million to the Subject Plans. For subsequent years, our funding requirements will depend upon prevailing interest rates, return on pension plan assets and underlying actuarial assumptions. At December 31, 2009, the aggregate projected benefit obligation was $256 million and the aggregate plan assets were $174 million for the Subject Plans. At December 31, 2009, we recorded a liability of $82 million for the under funded status of the Subject Plans.

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Employees

As of December 31, 2009, we employed approximately 67,000 full-time and part-time employees, 84% of whom were located in the United States. Of these employees, approximately 15% are covered by 119 separate collective bargaining agreements with various labor unions. The success of our business is primarily dependent upon the knowledge of our employees and on the management, contracting, engineering and technical skills of our employees. In addition, our ability to grow our businesses, obtain additional orders for our products and services and to satisfy contractual obligations under certain of our existing revenue arrangements is largely dependent upon our ability to attract and retain employees who have U.S. Government security clearances, particularly those with clearances of top-secret and above. We believe that relations with our employees are positive.

L-3 Holdings Obligations

The only obligations of L-3 Holdings at December 31, 2009 were: (1) its 3% Convertible Contingent Debt Securities (CODES) due 2035, which were issued by L-3 Holdings on July 29, 2005, (2) its guarantee of borrowings under the Revolving Credit Facility of L-3 Communications and (3) its guarantee of other contractual obligations of L-3 Communications and its subsidiaries. L-3 Holdings’ obligations relating to the CODES have been jointly, severally, fully and unconditionally guaranteed by L-3 Communications and certain of its wholly-owned domestic subsidiaries. In order to generate the funds necessary to repurchase its common stock and pay dividends declared and principal and interest on its outstanding indebtedness, if any, L-3 Holdings relies on dividends and other payments from its subsidiaries or it must raise funds in public or private equity or debt offerings.

Properties

At December 31, 2009, we operated in 518 locations consisting of manufacturing facilities, administration, research and development and other properties throughout the United States and internationally. Of these, we owned 36 locations consisting of approximately 5.5 million square feet and leased space at 482 locations consisting of approximately 18.3 million square feet.

Our reportable segments have major operations at the following locations:

•  C³ISR — Camden, New Jersey; Greenville, Texas; and Salt Lake City, Utah.

•  Government Services — Huntsville, Alabama; Washington, DC; Orlando, Florida; Annapolis, Maryland; and Alexandria, Chantilly and Reston, Virginia.

•  AM&M — Crestview, Florida; Lexington, Kentucky; Madison, Mississippi; Waco, Texas; and Edmonton and Quebec, Canada.

•  Electronic Systems — Phoenix and Tempe, Arizona; Anaheim, Menlo Park, San Carlos, San Diego, San Leandro, Santa Barbara, Simi Valley, Sylmar and Torrance, California; Melbourne, Orlando, Sarasota and St. Petersburg, Florida; Ayer, Massachusetts; Grand Rapids and Muskegon, Michigan; Budd Lake, New Jersey; Albuquerque, New Mexico; Binghamton and Hauppauge, New York; Cincinnati and Mason, Ohio; Tulsa, Oklahoma; Philadelphia, Pittsburgh and Williamsport, Pennsylvania; Arlington, Dallas and Garland, Texas; Burlington, Ontario and Toronto, Canada; and Elmenhorst, Leer and Hamburg, Germany.

•  Corporate and other locations — New York, New York and Arlington, Virginia

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A summary of square footage by reportable segment as of December 31, 2009 is presented below.

	Leased		Owned		Total
	(Square feet in millions)
C3ISR		5.0		—		5.0
Government Services		2.8		—		2.8
AM&M		2.7		2.1		4.8
Electronic Systems		7.7		3.4		11.1
Corporate		0.1		—		0.1
Total		18.3		5.5		23.8

Management believes all of our properties have been well maintained, are in good condition, and are adequate to meet our current contractual requirements.

Legal Proceedings

See Note 19 to our audited consolidated financial statements for a discussion of our legal proceedings. Subsequent to the date on which our audited consolidated financial statements were issued, a decision was rendered in the legal matter identified in Note 19 as Bashkirian Airways. On March 9, 2010, the court ruled in favor of plaintiffs and found ACSS to be liable for approximately $6.7 million in compensatory damages. We believe that the ruling and the damages awarded are inconsistent with the law and the evidence presented at trial, and currently intend to file an appeal.

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MANAGEMENT

Directors, Executive Officers and Key Employees

The following table provides information concerning the directors, executive officers and key employees of L-3 Communications as of March 26, 2010:

Name	Age		Position
Michael T. Strianese(1)		54	Chairman, President and Chief Executive Officer
Curtis Brunson		62	Executive Vice President of Corporate Strategy and Development
David T. Butler III		53	Senior Vice President of Business Operations
Richard A. Cody		59	Vice President of Washington Operations
Ralph G. D’Ambrosio		42	Vice President and Chief Financial Officer
Steven M. Post		57	Senior Vice President, General Counsel and Corporate Secretary
James W. Dunn		66	Senior Vice President and President of Sensors & Simulation Group
Steven Kantor		65	Senior Vice President and President of Marine & Power Systems Group
John McNellis		57	Senior Vice President and President of Integrated Systems Group
Charles J. Schafer		62	Senior Vice President and President of Products Group
Carl E. Vuono		75	Senior Vice President and President of L-3 Services Group
Dan Azmon		46	Controller and Principal Accounting Officer
Robert B. Millard(1)(3)		59	Director, Lead Independent Director of the Board of Directors, Chairman of the Executive Committee, and Chairman of the Compensation Committee
Claude R. Canizares(2)		64	Director
Thomas A. Corcoran(1)(2)		65	Director, Chairman of the Audit Committee
Lewis Kramer(2)(3)		62	Director
John M. Shalikashvili(3)(4)		73	Director
Arthur L. Simon(2)(4)		78	Director
Alan H. Washkowitz(3)(4)		69	Director, Chairman of the ;Nominating/Corporate Governance Committee
John P. White(3)(4)		73	Director

(1)	Member of the Executive Committee.
(2)	Member of the Audit Committee.
(3)	Member of the Compensation Committee.
(4)	Member of the Nominating/Corporate Governance Committee.

Michael T. Strianese.  Chairman, President and Chief Executive Officer. Member of the Executive Committee. Mr. Strianese became Chairman on October 7, 2008 and has served as President and Chief Executive Officer and a Director since October of 2006. Until February 2007 Mr. Strianese was also our Corporate Ethics Officer. He was our interim Chief Executive Officer and Chief Financial Officer from June 2006. Mr. Strianese became Chief Financial Officer in March 2005. From March 2001 to March 2005 he was our Senior Vice President — Finance. He joined us in April 1997 as Vice President — Finance and Controller and was our Controller until July 2000. From April 1996, when Loral was acquired by Lockheed Martin, to April 1997, Mr. Strianese was Vice President and Controller of Lockheed Martin’s C3I and Systems Integration Sector. In addition, he served as acting Chief Financial Officer of Lockheed Martin’s Electronics Sector. Prior to Lockheed’s acquisition of Loral, Mr. Strianese

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spent six years with Loral where he held a number of positions with increasing responsibility in areas of mergers and acquisitions and financial management. Mr. Strianese is a member of the Council on Foreign Relations and the Aerospace Industries Association’s Board of Governors where he serves on its Executive Committee.

Curtis Brunson.  Executive Vice President of Corporate Strategy and Development. Mr. Brunson became an Executive Vice President in February 2009 and is responsible for leading the execution of L-3’s business strategy, including customer relationships, technical development and business development. Prior to that, he was a Senior Vice President. Mr. Brunson began his career in 1972 with Sperry Systems Management Division, prior to its merger into Unisys Government Services. At Unisys for over 20 years, he held several management positions of increasing responsibility. When Loral acquired Unisys Communication Systems in Salt Lake City, he was General Manager. That division became part of L-3 during its formation in 1997, with Mr. Brunson becoming President at that time. Mr. Brunson holds a Bachelor of Science degree in Computer Science from the New York Institute of Technology and a Masters of Science degree in Computer Science from Polytechnic Institute in Brooklyn, New York.

David T. Butler III.  Senior Vice President of Business Operations. Mr. Butler became a Senior Vice President in February 2007. He had been the Vice President of Mergers, Acquisitions and Corporate Strategy since December 2000. He joined us in 1997 as our Corporate Director of Planning and Strategic Development. Prior to joining us, Mr. Butler held a number of financial positions with Loral and Lockheed Martin. Mr. Butler is a graduate of Villanova University.

Richard A. Cody.  Vice President of Washington Operations. General Cody (U.S. Army — Ret.) joined L-3 in October 2008 and serves as a corporate vice president. Prior to joining L-3, General Cody served as the 31st Vice Chief of Staff, U.S. Army, a position he held from 2004 until his retirement from the U.S. Army in August 2008. With more than 36 years of service, General Cody has served in command and staff positions throughout the Army in the U.S. and overseas. He has also received major military awards and decorations, including the Defense Distinguished Service Medal, graduate of the U.S. Military Academy, General Cody is also a Master Aviator with more than 5,000 hours of flight time.

Ralph G. D’Ambrosio.  Vice President and Chief Financial Officer. Mr. D’Ambrosio became Chief Financial Officer in January 2007. From March 2005 to January 2007, he was our Vice President — Finance and Principal Accounting Officer and he continued to be our Principal Accounting Officer until April 2008. He became our Controller in August 2000 and a Vice President in July 2001 and was our Vice President and Controller to March 2005. He joined us in August 1997 and was our Assistant Controller until July 2000. Prior to joining us, he was a senior manager at C&L, where he held a number of positions since 1989. Mr. D’Ambrosio holds a Bachelor’s degree, summa cum laude, in Business Administration from Iona College and a Master’s degree, with honors, in Business Administration from the Stern School of Business at New York University.

Steven M. Post.  Senior Vice President, General Counsel and Corporate Secretary. Mr. Post became Senior Vice President, General Counsel and Corporate Secretary on May 27, 2008. Prior to that, Mr. Post held several positions at L-3 including, most recently, Senior Vice President and General Counsel of the Integrated Systems’ group and prior to that, group counsel and associate counsel positions. Prior to joining L-3, Mr. Post was an instructor in the Contract Law department at the Judge Advocate General’s School in Charlottesville, Va. He began his legal and military career at the Office of the Staff Judge Advocate in Ft. Dix, N.J., as the contract and fiscal law advisor and as senior trial counsel. Following that assignment, Mr. Post served as a trial attorney in the litigation division for the Judge Advocate General at the Pentagon. Mr. Post earned his law degree with honors from Indiana University, and his undergraduate degree from the University of Dayton.

James W. Dunn.  Senior Vice President and President of Sensors & Simulation Group. Mr. Dunn became a Senior Vice President in January 2004. He joined us in June 2000 as President of our Link Simulation and Training division. Prior to joining us, from April 1996, when Loral Corporation was acquired by Lockheed Martin, to May 2000, Mr. Dunn served as president of several Lockheed Martin business units, including the Tactical Defense Systems Group, the Defense Systems Group, Fairchild Systems and the NESS Eagan, Akron and Archibald divisions. Prior to that, Mr. Dunn was with the Loral Corporation, which he joined in 1978, and held a series of management positions there during his 18-year tenure, including President of Loral Fairchild Systems, Senior Vice

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President of Engineering and Senior Vice President of Program Management. Mr. Dunn has Bachelor’s and Master’s degrees in Electrical Engineering and a Master’s degree in Business Administration.

Steven Kantor.  Senior Vice President and President of Marine & Power Systems Group. Mr. Kantor became Senior Vice President and President of L-3 Marine & Power Systems in March 2008. Prior to that he was Vice President and President of the Power and Controls Group. Mr. Kantor has over 35 years of experience in the defense electronics industry, serving the U.S. Department of Defense, prime contractors and OEMs and foreign allies. Previously, Mr. Kantor served as president of BAE Systems’ Reconnaissance and Surveillance Systems, a position he held since 1998. Prior to that, Mr. Kantor held various executive positions at Lockheed Martin, Loral and United Technologies. Mr. Kantor holds a Bachelor of Science degree in electrical engineering from the New York Institute of Technology.

John McNellis.  Senior Vice President and President of Integrated Systems Group. Mr. McNellis became Senior Vice President and President of L-3 Integrated Systems Group in November 2008. Prior to that he was President of our Link Simulation and Training Division since September 2003. He possesses over 30 years of executive and project management experience in a broad spectrum of domestic and international defense programs. Prior to L-3, he served as President of Lockheed Martin’s Tactical Systems unit and held executive positions at Loral and IBM. Mr. McNellis has an extensive background in aircraft special mission systems, modification and maintenance; Command, Control, Communications, Intelligence, Surveillance and Reconnaissance systems; training systems; and satellite command and control. Mr. McNellis holds a Master of Science degree in physics from the University of California, Los Angeles as well as a Master of Business Administration degree from the University of Santa Clara.

Charles J. Schafer.  Senior Vice President and President of Products Group. Mr. Schafer became a Senior Vice President in April 2002. Mr. Schafer was appointed President of the Products Group in September 1999. He joined us in August 1998 as Vice President — Business Operations. Prior to August 1998, he was President of Lockheed Martin’s Tactical Defense Systems Division, a position he also held at Loral since September 1994. Prior to the April 1996 acquisition of Loral, Mr. Schafer held various executive positions with Loral, which he joined in 1984.

Carl E. Vuono.  Senior Vice President and President of L-3 Services Group. General Vuono (U.S. Army-Ret.) became a Senior Vice President in August 2006. He joined L-3 when we acquired MPRI in June of 2000. General Vuono came to MPRI and L-3 after a distinguished military career during which he served at all levels of command. His service to the nation culminated in his appointment as the 31st Chief of Staff of the U.S. Army.

Dan Azmon.  Controller and Principal Accounting Officer. Mr. Azmon became Principal Accounting Officer in April 2008. He has been our Controller since January 2005. Mr. Azmon joined L-3 in October 2000 and was our Assistant Controller until December 2004. Prior to joining L-3, Mr. Azmon held a number of financial management and financial reporting positions at ASARCO Incorporated and Salomon Brothers, Inc., and was a manager in the audit practice at C&L. He holds a Master of Business Administration degree from St. John’s University in accounting and a Bachelor of Business Administration degree in finance from Hofstra University. Mr. Azmon is also a certified public accountant.

Robert B. Millard.  Director since April 1997. Lead Independent Director of the Board of Directors, member of the Compensation Committee and Chairman of the Executive Committee. Mr. Millard is currently the Managing Partner of Realm Partners LLC. He held various positions, including Managing Director of Lehman Brothers Inc. and its predecessors between 1976 and 2008. Mr. Millard is a director of GulfMark Offshore, Inc., Weatherford International, Inc., Associated Universities, Inc., Massachusetts Institute of Technology (“MIT”), New School University, Parsons School of Design, Population Council and the Remarque Institute. He is also a current member of the Council on Foreign Relations.

Claude R. Canizares.  Director since May 2003. Member of the Audit Committee. Since 1971, Professor Canizares has been at MIT. He currently serves as the Vice President for Research and Associate Provost and is the Bruno Rossi Professor of Physics. In addition, he is a principal investigator on NASA’s Chandra X-ray observatory and Associate Director of its science center. Professor Canizares is a member of the National Academy of Sciences,

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the International Academy of Astronautics, and a fellow of the American Academy of Arts and Sciences, the American Physical Society and the American Association for the Advancement of Science.

Thomas A. Corcoran.  Director since July 1997. Chairman of the Audit Committee since April 27, 2004 and a member of the Executive Committee. Mr. Corcoran is also Chief Executive Officer of Corcoran Enterprises, LLC, a private management consulting firm, and in this capacity he works closely with The Carlyle Group, a Washington D.C.-based private equity firm. Mr. Corcoran has been a senior advisor to The Carlyle Group since 2004. From March 2001 to April 2004, Mr. Corcoran was the President and Chief Executive Officer of Gemini Air Cargo, a Carlyle company. Since February 2006, he has been Chairman of Proxy Aviation, Inc., a private company in Germantown, MD. Mr. Corcoran was the President and Chief Executive Officer of Allegheny Teledyne Incorporated from October 1999 to December 2000. From April 1993 to September 1999 he was the President and Chief Operating Officer of the Electronic Systems Sector and Space & Strategic Missiles Sector of Lockheed Martin Corporation. Prior to that he worked for General Electric for 26 years and from 1983 to 1993 he held various management positions with GE Aerospace and was a company officer from 1990 to 1993. Mr. Corcoran is a member of the Board of Trustees of Stevens Institute of Technology and the Boards of Directors of the American Ireland Fund, GenCorp, Inc., Proxy Aviation Systems Inc, REMEC, Inc., LaBarge, Inc., Aer Lingus Ltd., Serco Ltd. and ARINC, a Carlyle company.

Lewis Kramer.  Director since July 2009. Member of the Audit and Compensation Committees. An Ernst & Young partner since 1981, Mr. Kramer most recently served as the Global Client Service Partner for worldwide external audit and all other services for major clients. He previously served as Ernst & Young’s National Director of Audit Services and served on the firm’s United States Executive Board. Mr. Kramer completed a nearly 40-year career at Ernst & Young before retiring in June 2009.

John M. Shalikashvili.  Director since August 1998. Member of the Compensation and Nominating/Corporate Governance Committees. General Shalikashvili (U.S. Army — Ret.) was the senior officer of the United States military and principal military advisor to the President of the United States, the Secretary of Defense and the National Security Council when he served as the thirteenth Chairman of the Joint Chiefs of Staff, Department of Defense, for two terms from 1993 to 1997. Prior to his tenure as Chairman of the Joint Chiefs of Staff, he served as the Commander in Chief of all United States forces in Europe and as NATO’s tenth Supreme Allied Commander, Europe (SACEUR). He has also served in a variety of command and staff positions in the continental United States, Alaska, Belgium, Germany, Italy, Korea, Iraq, Turkey and Vietnam.

Arthur L. Simon.  Director since April 2001. Member of the Audit and Nominating/Corporate Governance Committees. Mr. Simon is an independent consultant. Before his retirement, Mr. Simon was a partner at Coopers & Lybrand LLP (“C&L”) from 1968 to 1994, where he served as an audit partner for a number of organizations, including several defense contractors and co-founded the C&L Defense Contracting Industry Group. He is a director of Loral Space & Communications Corp. and he serves as Chair of their Audit Committee.

Alan H. Washkowitz.  Director since April 1997. Chairman of the Nominating/Corporate Governance Committee and member of the Compensation Committee. Mr. Washkowitz is a former Managing Director of Lehman Brothers, and was responsible for the oversight of Lehman Brothers Inc. Merchant Banking Portfolio Partnership L.P. Mr. Washkowitz joined Lehman Brothers Inc. in 1978 when Kuhn Loeb & Co. was acquired by Lehman Brothers. Mr. Washkowitz is a director of Peabody Energy Corporation. Mr. Washkowitz retired from Lehman Brothers Inc. in July 2005 and is currently a private investor.

John P. White.  Director since October 2004. Member of the Nominating/Corporate Governance Committee. Dr. White is the Robert and Renée Belfer Lecturer at the John F. Kennedy School of Government, Harvard University and the Managing Partner of Global Technology Partners, LLC. Dr. White has a long history of government service, serving as U.S. Deputy Secretary of Defense from 1995-1997; as Deputy Director of the Office of Management and Budget from 1978 to 1981, and as Assistant Secretary of Defense, Manpower, Reserve Affairs and Logistics from 1977 to 1978. Dr. White also served as a lieutenant in the United States Marine Corps from 1959 to 1961. Prior to his most recent government position, Dr. White was the Director of the Center for Business and Government at Harvard University and the Chairman of the Commission on Roles and Missions of the Armed Forces. Dr. White has extensive private sector experience, including service as Chairman and CEO of the Interactive Systems Corporation, a position he held from 1981 to 1988. Following Interactive Systems Corporation’s sale to the

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Eastman Kodak Company in 1988, he was General Manager of the Integration and Systems Product Division and a Vice President of Kodak until 1992. Dr. White also spent nine years at the RAND Corporation, where he served as the Senior Vice President of National Security Research Programs and as a member of the Board of Trustees. He continues to serve as a Senior Fellow to the RAND Corporation. Dr. White is a current member of the Council on Foreign Relations. He also serves as a Director of the Concord Coalition, as well as a Trustee Emeritus of the Institute for Defense Analysis. He is a member of the Policy and Global Affairs Oversight Committee of the National Research Council and a member of the board of trustees of the National Defense University and a member of the board of directors of the Center for a New American Security. Dr. White was the leader of the Obama transition team for the Department of Defense.

Board Composition

The Board of Directors seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In that regard, the Nominating/Corporate Governance Committee is responsible for recommending candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Nominating/Corporate Governance Committee takes into account (1) minimum individual qualifications, such as strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board of Directors and (2) all other factors it considers appropriate. In addition, although the Board does not have a policy with regard to the consideration of diversity in identifying director nominees, among the many factors that the Nominating/Corporate Governance Committee carefully considers, are the benefits to the Company of diversity, including gender and racial diversity, in board composition.

After conducting an initial evaluation of a candidate, the Nominating/Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director and may also ask the candidate to meet with other directors and management. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board of Directors, it will recommend to the full Board of Directors that candidate’s election.

During 2009, the Nominating/Corporate Governance Committee hired an outside recruiting firm to assist it in conducting a search to identify qualified candidates to fill a vacancy on the Board. As part of its search, the Committee considered a number of candidates, including Mr. Kramer, who was recommended by Mr. Strianese. Mr. Strianese advised Mr. Washkowitz, the Chairman of the Nominating/Corporate Governance Committee, that he believed that Mr. Kramer would be a valuable addition to L-3’s Board and that he should be one of the candidates considered to fill the vacancy. Messrs. Simon, Washkowitz and White, members of the Nominating/Corporate Governance Committee, each met separately with Mr. Kramer. Following their meetings, the Nominating/Corporate Governance Committee met to discuss the possible appointment of a candidate to fill the board vacancy. At that meeting, the Committee voted unanimously to recommend to the Board that the full Board nominate Mr. Kramer to L-3’s Board of Directors. At the July 14, 2009 Board meeting, the Board of Directors unanimously elected Mr. Kramer as a member of the Board.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of L-3’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ or nominees’ biographical information set forth on pages 81-85. In particular, with regards to Messrs. Kramer and Simon, the Board considered their significant experience, expertise and background with regard to accounting and internal control matters as well as the breadth of their business knowledge gained while serving as independent auditors for numerous organizations across many industries. With regards to Professor Canizares, the Board of Directors considered his distinguished career as a tenured professor at MIT with extensive knowledge of the aerospace industry. With regards to Professor White, the Board of Directors considered his distinguished career of government service, his distinguished career as a tenured professor of government at Harvard and his extensive knowledge of the defense industry. With regards to General Shalikashvili, the Board of Directors considered his distinguished career as the Chairman of the Joint Chiefs of Staff, Department of Defense and as NATO’s tenth SACEUR. With regards to Messrs. Millard and Washkowitz, the Board of Directors considered their extensive

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financial backgrounds. With regards to Mr. Corcoran, the Board of Directors considered his business operations background and expertise in the aerospace and defense industries. With regards to Mr. Strianese, the Board of Directors considered his position as Chief Executive Officer and his expertise and experience in the aerospace and defense industries. In addition, in connection with the nominations of Professor Canizares and Messrs. Corcoran and Washkowitz for election as directors at the 2010 Annual Meeting, the Board considered their valuable contributions to L-3’s success during their many years of Board service.

Board’s Role in the Oversight of Risk Management

L-3 is exposed to risks including, but not limited to, strategic, operational, liquidity, reputational and risks relating to reporting, regulatory and legal compliance. L-3’s management designed the Company’s enterprise risk management process to identify, monitor and evaluate these risks, and develop an approach to address each identified risk. L-3’s enterprise risk management process is a company-wide initiative and involves each of our operating segments and business units. The Company takes a multi-disciplinary approach to risk.

L-3’s Chief Financial Officer, at the direction of the Chief Executive Officer, is responsible for overseeing the Company’s enterprise risk management process and periodically reports enterprise risk information to each of the Chief Executive Officer, the Audit Committee and the Board. In fulfilling his risk management responsibilities, the Chief Financial Officer works closely with members of the senior management team, including the Company’s General Counsel, the Executive Vice President of Corporate Strategy and Development, the Controller and Principal Accounting Officer, the Vice President — Planning, the Vice President of Internal Audit and Corporate Ethics Officer, and each of the business unit group presidents and group chief financial officers.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s enterprise risk management function. In this regard, the Company’s Chief Financial Officer meets with the Audit Committee at least five times per year to specifically discuss the enterprise risks facing the Company, highlighting any new risks that may have arisen since they last met. Additionally, at each Board meeting, the Chief Executive Officer and Chief Financial Officer report information about major risks facing the company. Finally, the Chief Financial Officer reports directly to the Board at least once per year to apprise it directly of the Company’s enterprise risk management process.

Independence

The Board of Directors has affirmatively determined that all of the directors, other than Mr. Strianese, including those who serve on the Audit, Nominating/Corporate Governance and Compensation Committees of the Board of Directors, have no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Therefore, all of our directors, other than Mr. Strianese, are “independent” under all applicable standards. In connection with its determination that Mr. Millard and Professor Canizares are independent directors, the Board of Directors considered the fact that we conducted business with MIT where Mr. Millard is a trustee and Professor Canizares is employed as a full time professor. In addition, the Board of Directors considered the fact that we conducted business with NASA where Professor Canizares is a principal investigator of NASA’s Chandra X-ray observatory and is Associate Director of its science center. During 2009, we retained MIT to provide research and development on our behalf, and MIT and NASA purchased equipment from us. Payments made to, or received from, MIT or NASA were less than 1% of MIT’s, NASA’s or L-3’s annual consolidated gross revenues during each of their last completed fiscal years. Mr. Millard and Professor Canizares did not have any interest in these transactions and Professor Canizares recused himself from all decisions regarding L-3 with respect to these transactions.

Messrs Corcoran, Shalikashvili and White serve as directors, trustees or in similar capacities (but not as an executive officers or employees) for one or more non-profit organizations to which we have made charitable contributions. Contributions to these organizations were less than the greater of $1,000,000 or 1% of each of those organizations’ annual consolidated gross revenues during their last completed fiscal years and were below the thresholds set forth under our categorical standards of director independence.

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In addition, the Board of Directors has determined that Professor Canizares and Messrs. Corcoran, Kramer and Simon, members of the Audit Committee, are “independent” for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”).

The Board of Directors has adopted Corporate Governance Guidelines that meet or exceed the independence standards of the NYSE. Also, as part of our Corporate Governance Guidelines, the Board of Directors has adopted categorical standards to assist it in evaluating the independence of each of its directors. The categorical standards, which are included in our Corporate Governance Guidelines, are intended to assist the Board of Directors in determining whether or not certain relationships between our directors and us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us, are “material relationships” for purposes of the NYSE independence standards. The categorical standards establish thresholds at which such relationships are deemed not to be material. Our Corporate Governance Guidelines, which include our categorical standards of independence, can be obtained through our website at: http://www.L-3com.com.

Directors are expected to attend board meetings and meetings of the committees on which they serve and to spend the time needed, and meet as frequently as necessary, in order to properly discharge their responsibilities. In addition, to the extent reasonably practicable, directors are expected to attend stockholder meetings. During the fiscal year ended December 31, 2009, the Board of Directors held ten meetings. Each director attended at least 75% of the combined number of meetings of the Board of Directors and meetings of committees on which he served during the period in 2009 in which he served as a director. All of our current directors attended our annual stockholders meeting in April 2009, except for Mr. Kramer as he was not elected to the Board of Directors until after the 2009 annual stockholders meeting. In accordance with applicable NYSE listing requirements, our independent directors hold regular executive sessions at which management, including the Chairman, President and Chief Executive Officer, is not present. Mr. Millard, our Lead Independent Director of the Board of Directors, presides at the regularly held executive sessions of the independent directors.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This discussion addresses compensation with respect to fiscal year 2009 primarily as it relates to our named executive officers. Our named executive officers for 2009 are:

•   Michael T. Strianese, Chairman, President and Chief Executive Officer

•   Ralph G. D’Ambrosio, Vice President and Chief Financial Officer

•   Curtis Brunson, Executive Vice President of Corporate Strategy and Development

•   James W. Dunn, Senior Vice President and President of Sensors & Simulation Group

•   Carl E. Vuono, Senior Vice President and President of L-3 Services Group

Oversight of L-3’s Executive Compensation Practices

L-3’s executive compensation program is administered by the Compensation Committee of the Board of Directors, referred to in this section as the “Committee.” The Committee is responsible for, among other functions, reviewing and approving compensation for the named executive officers.

Pursuant to its charter, the Committee has the sole authority to select and/or retain outside counsel, compensation and benefits consultants, or any other advisors to provide it with advice and assistance in connection with fulfilling its responsibilities. As described more fully below, in determining executive compensation, the Committee reviews all components of the named executive officers’ compensation and takes into account a number of variables, including the extensive compensation and other data distributed to the Committee and the advice of Mercer, an outside consulting firm that was retained by, and reports directly to, the Committee. Mercer assists the Committee in connection with the Committee’s evaluation of L-3’s executive compensation program. Mercer also currently advises the Committee on a variety of issues, including compensation strategy, market benchmarking,

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executive pay trends and developments and the review of L-3’s incentive compensation plans and potential design modifications.

Objectives of Executive Compensation Program

L-3 is one of the largest aerospace and defense contractors in the United States. Our executive compensation program is designed to drive L-3’s mission to maximize stockholder value. The specific objectives of our executive compensation program include the following:

•   Alignment — to align the interests of executives and stockholders through equity-based compensation awards;

•   Retention — to attract, retain and motivate highly qualified, high performing executives to lead our continued growth and success. Many of our executives are often presented with other professional opportunities, and we offer a variety of compensation components to retain our executives’ services. L-3 provides fair and competitive pay relative to comparably-sized organizations in its industry; and

•   Performance — to provide rewards commensurate with performance by emphasizing variable compensation that is dependent upon the executive’s achievements and L-3’s performance.

To achieve these specific objectives, the executive compensation program is guided by the following core principles:

•   rewards under annual and long-term incentive plans are based upon L-3’s short-term, intermediate-term and long-term financial results and increasing stockholder value through stock price appreciation and the payment of dividends;

•   named executive officer pay is set at competitive levels to attract, retain and motivate highly talented individuals who are necessary for L-3 to achieve its goals, objectives and overall financial success;

•   compensation of each executive is based on such individual’s role, responsibilities, performance and experience; and

•   our executive compensation program places a strong emphasis on performance-based variable pay to ensure a high pay-for-performance culture.

Risk Management and Compensation

The Committee believes that the design of the Company’s compensation program should emphasize performance-based variable pay while discouraging inappropriate or excessive risk-taking. Accordingly, the Committee designed the Company’s executive compensation program to balance variable pay incentives based on short-term, intermediate-term and long-term performance and include multiple performance metrics, such as relative total stockholder returns and growth in diluted earnings per share. Short-term performance is addressed through our annual incentive program, while intermediate-term and long-term performance is addressed through our long-term incentive program. The Committee’s assessment of short-term performance under our annual incentive program is based upon a wide variety of performance measures and is fully discretionary in order to ensure a balanced and flexible approach to compensating our executives for achieving our short-term objectives. Our long-term incentive program provides for awards whose ultimate value is directly dependent on our intermediate and long-term performance and that contain overlapping performance periods designed to promote sustainable, long-term performance. Intermediate performance is rewarded through the use of performance units that include multi-year earnings per share growth and total stockholder return targets, while long-term performance is promoted through the use of stock options that vest ratably over a three-year period and whose maximum value is contingent on stock price appreciation over an up to ten-year exercise period.

The Committee has also adopted stock ownership guidelines for our senior executives, including our named executive officers, that are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus in managing the Company. Under our stock ownership guidelines, executives are

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required to maintain an ownership interest in L-3’s common stock of 1 to 5 times their base salary, depending on their level of responsibilities. See “— Stock Ownership Guidelines”.

Program Overview

We use a variety of components in our executive pay program. The following chart provides an overview of our compensation and benefits programs and why each of these particular elements is included.

Element	Purpose	Characteristics
Base Salaries	Compensate executives for their level of responsibility and sustained individual performance. Also helps attract and retain strong talent.	Fixed component; eligibility for annual merit increases based on sustained individual performance.
Annual Incentives	Promote the achievement of L-3’s annual corporate and business unit financial goals, as well as individual goals.	Performance-based cash opportunity; amount earned will vary based on L-3, business unit and individual results.
Long-Term Incentives	Promote the achievement of (1) stock price appreciation, (2) intermediate-term results and (3) retention of key executives.	Equity and cash awards, including performance-based awards; amounts earned/realized will vary from the award date value based on actual financial and/or stock price performance.
Retirement Plans	Provide an appropriate level of replacement income upon retirement. Also provide an incentive for a long-term career with L-3, which is a key objective.	Fixed component; however, retirement benefit accruals tied to pay will vary based on performance.

Factors Considered When Setting Executive Compensation

When making pay determinations for the named executive officers, the Committee considers a variety of factors including, among others:

•   L-3’s actual performance as compared to its business plan and as compared to its prior year performance;

•   L-3’s performance as compared to its industry peers;

•   Individual performance and expected contribution to L-3’s future success, taking into account, among other matters, relative levels of responsibility within the executive team;

•   Changes in economic conditions and the external marketplace; and

•   In the case of the named executive officers other than Mr. Strianese, the recommendations of Mr. Strianese.

Ultimately, the Committee uses its discretion and business judgment when determining precisely how much to pay our named executive officers, taking into account the extensive information it has been provided with and the advice of Mercer. The Committee evaluates each named executive officer’s performance during the year based on L-3’s performance, leadership qualities, business responsibilities and long-term potential to enhance stockholder value. The Committee reviews each component of each named executive officer’s compensation and takes into account the views of Mr. Strianese and Mercer when determining what salary, bonus, long-term incentives and other benefits to give each executive to meet L-3’s objectives. In evaluating performance, the Committee considers company-wide and individual performance objectives on a collective basis. The Committee does not use any formula or pre-determined weighting and no one performance objective was individually material to the Committee’s compensation determinations.

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In developing the pay recommendations and resulting levels of compensation for each named executive officer, Mercer presents peer group pay practices, compensation survey data and general industry pay practices to the Committee and Mr. Strianese. Mr. Strianese develops pay recommendations for the other named executive officers that are discussed and approved by the Committee, with such changes as the Committee determines are appropriate. Mr. Strianese also provides the Committee with a written self-assessment, but does not otherwise participate in the setting of his own compensation. The named executive officers other than Mr. Strianese do not participate in the setting of compensation for themselves or for any other named executive officer.

In setting total compensation, the Committee generally applies a consistent approach for all of L-3’s named executive officers. Exceptions to our policies are made, as appropriate, to address critical business and personal needs.

Factors Considered

In setting compensation for the named executive officers, the Committee considers the following:

•   Cash versus non-cash compensation.  The Committee considers the balance between cash and non-cash compensation, considering general industry pay practices and pay practices among L-3’s peer companies. Base salary, annual incentives and a portion of the performance units are cash-based. Stock options, restricted stock units and a portion of the performance units are equity-based.

•   Prior year’s compensation.  The Committee considers the prior year’s bonuses and long-term incentive awards when approving bonus payouts or equity-based awards.

•   Performance and competitive practices.  On an annual basis, and in connection with setting executive compensation packages for the named executive officers, the Committee reviews L-3’s performance relative to a number of financial metrics, including: sales growth; operating income growth; earnings per share growth; free cash flow growth; net income to free cash flow conversion; free cash flow-to-equity market capitalization; and one- and three-year total stockholder return. In addition, the Committee considers peer group pay practices and current market trends. As discussed above, no specific weighting is assigned to any particular factor when setting compensation levels, nor are particular targets set for any particular factor. Total compensation from year to year can vary significantly based on L-3’s performance, the business unit’s performance (as applicable) and the individual executive’s performance.

•   Application of discretion.  The Committee evaluates numerous factors, including executive and L-3 performance, and uses its discretion and informed judgment when determining appropriate compensation levels.

When considering L-3’s compensation practices and levels, the Committee reviews the compensation practices and levels of a group of leading aerospace and defense companies (“peer group”) that meet one or more of the following criteria:

•   Global operations;

•   Diversified business; and/or

•   Similar in revenue, business mix and major customers to L-3.

Mercer develops the peer group information for the Committee. In 2009, the Committee based in part upon the recommendation of Mercer, determined to use the same peer group as it did in 2008. The 2009 peer group consists of the following fourteen companies:

•  Danaher Corporation	•  Northrop Grumman Corporation
•  Eaton Corporation	•  Parker Hannifin Corporation
•  General Dynamics Corporation	•  Raytheon Company
•  Goodrich Corporation	•  Rockwell Collins, Inc.
•  Honeywell International, Inc.	•  SAIC, Inc.
•  ITT Corporation	•  Textron Inc.
•  Lockheed Martin Corporation	•  United Technologies Corporation

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The Committee also reviews competitive compensation levels prepared by Mercer using the most appropriate compensation surveys available, including surveys from Mercer, Hewitt Associates, Inc., Towers Perrin and Watson Wyatt Worldwide, Inc. Compensation survey data provides information on pay levels for a broader group of companies than the peer group, across many industries. Companies included in the review of competitive compensation levels are selected based on revenue, as executive compensation levels typically are positively correlated with company size.

Mercer provides the Committee with summary percentile statistics (i.e., 25th, 50th and 75th percentiles) for the following components of compensation: base salary; annual incentive as a percentage of salary; total cash compensation (base salary plus annual incentives); long-term incentive awards expressed as a dollar value and as a percentage of salary; and total direct compensation (total cash compensation plus long-term incentive awards). The Committee focuses on both peer group and compensation survey data for the named executive officers that are group presidents (Messrs. Dunn and Vuono). Regarding competitive compensation levels for the corporate executives (Messrs. Strianese, D’Ambrosio and Brunson), the Committee has determined that focusing solely on the compensation of the named executive officers for the 14 companies in the peer group more closely represents the labor market for these positions than a blend that includes compensation survey data.

Total Direct Compensation

As discussed above, L-3’s executive compensation package emphasizes a performance-based annual bonus and long-term incentive awards. As a result, a significant majority of the named executive officers’ compensation is dependent upon the performance of L-3, the named executive officer, and his business group, as applicable. The following table sets forth the actual allocation for 2009 among base salary, annual bonus and long-term incentive awards for L-3’s named executive officers (which allocation was generally consistent with the allocation in 2008):

	Chairman, President
	and Chief Executive		Average of 4 Other Named
Element	Officer		Executive Officers
Base salary(1)		10%		21%
Performance-based compensation:
Annual bonus		23%		31%
Long-term incentives(2)		67%		48%

(1)	Base salary reflects annualized rate as of April 1, 2009, when all the named executive officers received a base salary increase.
(2)	Long-term incentives reflect the specific dollar values approved by the Committee for long-term incentive awards. For a further discussion, see Compensation Discussion and Analysis — Long-Term Incentives beginning on page 94.

The Committee feels that the allocation of pay elements shown above achieves an appropriate balance among short-term, intermediate-term and long-term compensation, as well as between fixed and variable compensation. The Committee believes that the greater weighting placed on performance-based compensation, especially long-term incentives, encourages an appropriate degree of risk-taking and aligns the named executive officers’ financial interests with those of our stockholders.

As part of determining 2009 compensation levels for the named executive officers, the Committee assessed L-3’s financial performance against its business plan, and against its performance in 2008. The Committee also reviewed management’s presentation of L-3’s performance as compared to the performance of all the companies in the peer group and as compared to the performance of four companies within the peer group that L-3 believes to represent the integrated defense companies it is most commonly compared to by analysts and investors for performance purposes (the “core defense group”). The companies comprising the core defense group are General Dynamics Corporation, Lockheed Martin Corporation, Northrop Grumman Corporation and Raytheon Company.

•   Performance vs. 2009 Plan and vs. 2008 Actual Results: L-3’s actual results modestly exceeded its 2009 business plan and grew as compared to L-3’s actual 2008 results for each of sales, operating income, diluted earnings per share and free cash flow, with earnings per share growing 11% year over year and exceeding plan by 5%. L-3’s orders and backlog declined year over year and were below plan primarily due to the impact of the global recession on L-3’s commercial business and a slowdown in U.S. Department of Defense procurements and fundings.

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•   Performance vs. Peers: L-3’s performance as compared to both the peer group and the core defense group approximated, on average, the 75th percentile based on the following eight metrics: sales growth, operating income growth, earnings per share growth, free cash flow growth, net income to free cash flow conversion, free cash flow-to-equity market capitalization and one- and three-year total stockholder return.

Consistent with the methodology previously utilized by management in presenting its assessment of L-3’s financial performance in 2008, the performance results described above were calculated on a basis that excludes gains related to the sale of a product line and the sale of a majority owned subsidiary, a gain related to the reversal of an adverse jury verdict and a non-cash impairment charge as described in Notes 1, 3 and 5 to “Selected Financial Data” on pages 28-29. These items were excluded because management and the Committee believe that they are not representative of our core operating performance.

Total direct compensation for 2009 (salary, bonus and long-term incentives) for Mr. Strianese was approximately at the 50th percentile for his position relative to competitive market data for the peer group, while total direct compensation for the other named executive officers, on average, was approximately at the 50th percentile for their positions relative to competitive market data for the peer group. The Committee believes that these positionings are appropriate based on its assessment of absolute and relative company performance as discussed above, group performance (as applicable) and individual performance for the named executive officers.

Base Salary

Base salary provides an executive with a steady income stream and is based upon his or her level of responsibility, experience, individual performance and contribution to our overall success. Competitive base salaries, in conjunction with other pay components, enable L-3 to attract and retain highly talented executives. The Committee typically sets base salaries for the named executive officers at approximately the 50th percentile of base salary levels. However, base salaries will vary in practice based upon an individual’s level of responsibility, prior experience and performance over time. In 2009, base salary for Mr. Strianese was approximately at the 50th percentile for his position relative to competitive market data, while base salaries for the other named executive officers, on average, were also approximately at the 50th percentile for their positions relative to competitive market data.

The Committee reviews salaries annually and, when appropriate, makes adjustments after considering peer group practices for similar positions and individual factors, such as competencies, skills, experience and performance. The Committee generally approves salary increases for senior executives during the first quarter of each year. These salary increases generally become effective in April of each year. We also give senior executives salary increases when new executive roles are assumed.

The Committee approved the following base salary adjustments for the named executive officers, based on a number of factors, including the recommendation of Mr. Strianese with respect to the compensation of the other named executive officers and relevant market data.

	Salary on
Named Executive Officer	December 31, 2008		New Salary for 2009(1)		% Increase			Reason for Increase
Michael T. Strianese	$	1,200,000	$	1,250,000		4	%	Merit(2)
Ralph G. D’Ambrosio	$	525,000	$	545,000		4	%	Merit(2)
Curtis Brunson	$	520,000	$	550,000		6	%	Promotion(3)
James W. Dunn	$	500,000	$	520,000		4	%	Merit(2)
Carl E. Vuono	$	525,000	$	545,000		4	%	Merit(2)

(1)	All base salary increases were effective April 1, 2009.
(2)	Merit salary increases represent increases that are in the ordinary course, i.e., are designed to generally maintain competitive positioning as compared to market levels.
(3)	Mr. Brunson was promoted from Senior Vice President of Corporate Strategy and Development to Executive Vice President of Corporate Strategy and Development effective February 2009.

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Annual Incentive Plan

The Annual Incentive Plan provides all senior executives, including the named executive officers, with the opportunity to earn annual cash bonuses based on the performance of L-3, their business unit (as applicable) and the executive. Bonuses are paid in the year following the year of performance. Bonuses earned for 2009 were paid in February 2010.

In connection with determining the amounts for 2009 bonuses for each named executive officer, the Committee considered:

1.	L-3’s actual 2009 financial performance as compared to its business plan and its prior year performance;
2.	L-3’s sales growth, operating income growth, earnings per share growth, free cash flow growth, net income to free cash flow conversion, free cash flow-to-equity market capitalization and one- and three-year total stockholder return as compared to the core defense group and the peer group;
3.	for the named executive officers other than Mr. Strianese, the performance of the executive as assessed by Mr. Strianese;
4.	for Mr. Strianese, his performance as determined by the Compensation Committee, in consultation with the independent members of the Board of Directors, based, in part, on his written self-assessment;
5.	the prior year’s compensation for the executive;
6.	in the case of the named executive officers other than Mr. Strianese, the bonus recommendations of Mr. Strianese;
7.	competitive market pay levels for the executive’s position; and
8.	resultant total cash compensation (base salary plus annual bonus) and total direct compensation (total cash compensation plus long-term incentive award) levels.

For the assessment described in item (2.) above, Mr. Strianese provided the Committee with a written assessment for each of the other named executive officers that addressed the executive’s performance, including with respect to the following categories:

Ralph G. D’Ambrosio, Vice	Curtis Brunson, Executive Vice	James W. Dunn, Senior Vice	Carl E. Vuono, Senior Vice
President and Chief Financial	President of Corporate	President and President of	President and President of
Officer	Strategy and Development	Sensors & Simulation Group	L-3 Services Group
•     Business and financial planning, forecasts and estimates •     Management of L-3’s capital structure, liquidity and financing arrangements •     Cost improvement initiatives •     Periodic financial reporting and Sarbanes-Oxley compliance •     Enterprise Risk Management initiatives •     Investor relations •     Mergers, acquisitions and divestiture activities	•     Coordination of company-wide business development efforts •     Maintenance of major strategic customer relationships •     Guidance of strategic growth pursuits •     Development of emerging commercial technologies •     Alignment of research and development efforts with corporate strategy •     Resolution of customer concerns on important programs •     Leadership in engineering and technology initiatives	•     Group sales growth •     Group operating income growth •     Group free cash flow growth •     Group operating margin •     Wins on important programs •     Maintaining important customers •     Collaboration across group divisions	•     Group sales growth •     Group operating income growth •     Group free cash flow growth •     Group operating margin •     Integration of acquisitions •     Wins on important programs •     Maintaining important customers •     Consolidation of divisions

Following the close of the 2009 fiscal year, the Committee, in consultation with the independent members of the Board of Directors, evaluated the performance of Mr. Strianese, taking into account, among other considerations, a written self-assessment of his accomplishments in 2009, including with respect to leadership, financial performance, program and operations management, research and development, growth-based initiatives, acquisitions and divestitures and new business development.

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Based on these factors, the Committee approved the following 2009 cash bonuses for the named executive officers:

	2009 Bonus
Named Executive Officer	Amount
Michael T. Strianese	$	3,000,000
Ralph G. D’Ambrosio		725,000
Curtis Brunson		700,000
James W. Dunn		900,000
Carl E. Vuono		750,000

In 2009, total cash compensation (salary plus 2009 cash bonus) for Mr. Strianese was approximately at the 50th percentile for his position relative to competitive market data, while total cash compensation for the other named executive officers, on average, was approximately at the 75th percentile for their positions relative to competitive market data. The Committee believes that these positionings are appropriate based on its assessment of corporate, group (as applicable) and individual performance for the named executive officers for 2009. In the case of Mr. Strianese, the Committee believes that, as Chief Executive Officer, it is appropriate for a greater proportion of his total compensation to be in the form of equity-based awards (as opposed to cash) as compared to the other named executive officers in order to further align his interests with those of stockholders generally.

Long-Term Incentives

Long-term incentives are intended to align the interests of the named executive officers and stockholders by linking a meaningful portion of executive pay to long-term stockholder value creation and financial success over a multi-year period. Long-term incentives are also provided to facilitate ownership of our Common Stock by the named executive officers and other senior executives. The Committee considers individual and L-3 performance when determining long-term incentive awards.

In 2009, the Committee awarded long-term incentives to the named executive officers in the form of stock options, performance units and restricted stock units. Stock options are granted to reward executives for long-term stock price appreciation, performance units are granted to reward executives for intermediate-term results, and restricted stock units are granted to enhance retention.

When granting long-term incentive awards, the Committee approves the total dollar value for all award types, which is then allocated among stock options, performance units and restricted stock units based on a target mix described below. For purposes of converting dollar values to specific numbers of stock option, performance unit and restricted stock unit awards, stock options are valued based on the Black-Scholes valuation model used by L-3 to calculate the grant date fair value of stock option awards for financial reporting purposes, and performance units and restricted stock units are valued at the closing price of our Common Stock on the grant date.

In connection with determining the 2009 long-term incentive awards for each named executive officer, the Committee considered the following factors:

•   Long-term incentive award levels suggested by Mercer as appropriate to align the executive’s compensation with L-3’s objectives for its senior executive compensation program. Mercer’s suggestions were discussed with Mr. Strianese (for the named executive officers other than himself) and the Committee;

•   In the case of the named executive officers other than Mr. Strianese, the long-term incentive award recommendations of Mr. Strianese;

•   The scope of responsibility of the executive relative to other participants in the long-term incentive program;

•   The prior year’s long-term incentive award and total direct compensation for the executive;

•   The long-term incentive award expressed as a percentage of the executive’s base salary; and

•   Competitive market pay levels for the executive’s position.

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Based on these factors, the Committee approved the following 2009 long-term incentive awards for the named executive officers:

	Award Date Value of
	Long-Term Incentive
Named Executive Officer	Awards(1)
Michael T. Strianese	$	8,750,000
Ralph G. D’Ambrosio	$	1,300,000
Curtis Brunson	$	1,400,000
James W. Dunn	$	1,200,000
Carl E. Vuono	$	1,000,000

⁽¹⁾ As described below, these awards contain vesting terms based on the passage of time, and in the case of performance units, are also contingent upon the achievement of pre-determined performance targets. As such, these awards are earned over future periods. The award date values set forth in this table may differ materially from the actual values ultimately received by the named executive officers in respect of these awards.

For benchmarking purposes, the Committee, based in part on the recommendation of Mercer, considers long-term incentive awards in the context of the resulting total direct compensation levels. As discussed on page 92, in 2009, total direct compensation (salary, bonus and long-term incentives) for Mr. Strianese was approximately at the 50th percentile for his position relative to competitive market data, while total direct compensation for the other named executive officers, on average, was approximately at the 50th percentile for their positions relative to competitive market data.

The Committee, based, in part, upon a market assessment conducted by Mercer, established the following target mix, to balance, in its judgment, the goals of stock price appreciation, intermediate-term results and executive retention:

The 2009 target mix did not change from 2008, as the Committee believes it remains effective to achieve these goals and is consistent with market practice.

For additional information concerning the specific numbers of stock options, performance units and restricted stock units awarded to the named executive officers as a result of the valuation methodologies and target mix described above, see the 2009 Grants of Plan-Based Awards Table on page 103.

Stock Options.  Stock options are a regular component of our long-term incentive program. The Committee believes that stock options align the long-term interests of L-3’s executives with those of L-3’s stockholders because stock options provide value to executives only if the price of our Common Stock increases after the stock options are granted. Stock option grants generally have the following characteristics:

•   nonqualified stock options that have an exercise price equal to the closing price of our Common Stock on the grant date;

•   vest in equal annual increments over a three-year period; and

•   expire ten years after the grant date.

Performance Units.  Performance units are a regular component of our long-term incentive program. The Committee believes that performance units promote the achievement of strong intermediate-term results. Each

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participant receives a target amount of performance units, with each unit having a value equivalent to one share of our Common Stock. The number of units ultimately earned can range from zero to 200% of the target amount of units based upon the level of performance achieved over the associated performance period in relation to pre-determined performance goals established by the Compensation Committee. Units issued under the program are payable either in cash (based on the closing price of our Common Stock at the end of the performance period) or are converted on a one-for-one basis into shares of our Common Stock as determined at the time of grant by the Committee. Performance measures used under this program are intended to reinforce stockholder value creation. The measures the Committee selected for the 2009 performance units were relative total stockholder return (“TSR”) and growth in diluted earnings per share (“EPS”) during the 2.5-year period beginning June 27, 2009 (the first day of our fiscal third quarter in 2009) and ending December 31, 2011. These measures (and their associated weightings described below) have remained unchanged since the introduction of performance units as a regular component of the long-term incentive program in 2007. The Committee chose these measures because they are aligned with stockholder value creation both directly (TSR) and indirectly (growth in diluted EPS). Associated weightings and goals are as follows:

•   Relative TSR — weighted 50%:  This measure compares our percentile ranking in TSR to the TSR of each of the other companies in the S&P 1500 Aerospace & Defense Index (“A&D Index”), in accordance with the table below. The performance levels and associated unit multipliers have remained unchanged since the introduction of performance units as a regular component of the long-term incentive program in 2007. The Committee selected the A&D Index because it provides a larger group of companies than the peer group against which to compare L-3’s TSR performance. In addition, the component companies within the A&D Index are publicly disclosed, which provides an objective method to select peer companies for the relative comparison of L-3 performance. TSR is defined as price change during the performance period in our Common Stock plus dividends, divided by our Common Stock price at the beginning of the performance period.

Performance Levels	Relative TSR		Unit Multiplier
Maximum		> 74th percentile		200%
		63rd percentile		150%
Target		50th percentile		100%
Threshold		40th percentile		50%
Below Threshold		< 40th percentile		0%

•   Growth in Diluted EPS — weighted 50%:  This measure compares our compound annual growth rate in diluted EPS (adjusted to exclude certain categories of unusual or non-recurring gains and losses) to required performance objectives set forth in the table below. In establishing target performance levels, the Committee considers L-3’s business plan and information provided to stockholders and analysts. The diluted EPS growth rates required for particular unit multipliers were reduced from 2008 levels by two percentage points at each point along the scale to reflect the lower growth rates of U.S. Department of Defense budgets expected for fiscal year 2009 and beyond as compared to those for prior years. The Threshold performance requirement was, accordingly, reduced from 8% to 6%, which approximates the mid-point of the Company’s published financial guidance for 2009 at the time the revised performance targets were adopted by the Committee. The categories of adjustments for non-recurring items under the 2009 performance units are unchanged from those used since the introduction of performance units as a regular component of the long-term incentive program in 2007.

	Diluted EPS		Cumulative
	Compound Annual		Diluted EPS
Performance Levels	Growth Rate		Required(1)		Unit Multiplier
Maximum		³13%	³$	22.47		200%
		10%	$	21.14		150%
Target		8%	$	20.29		100%
		7%	$	19.87		75%
Threshold		6%	$	19.46		50%
Below Threshold		< 6%	<$	19.46		0%

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⁽¹⁾ Amounts in this column reflect 2008 adjusted diluted EPS of $6.84, which is 2008 actual diluted EPS of $7.72, adjusted to (a) exclude impairment losses incurred on intangible assets, gains and losses in connection with asset dispositions, and the gain in connection with L-3’s successful appeal of the OSI litigation and (b) reflect the adoption of new accounting standards required under GAAP effective January 1, 2009.

For the 2009 award, the Committee established a performance period of 2.5 years. The amount earned at the end of the 2.5-year performance period may be more or less than the target based upon our actual performance over the period.

Performance units earned based on TSR results are payable in cash, and performance units earned based on EPS results are payable in our Common Stock. The Committee believes that providing a significant portion of the incentives in our Common Stock results in increased share ownership among our executives, further aligning the long-term interests of the named executive officers with those of L-3’s stockholders.

Performance falling between any of the identified performance levels for TSR or growth in diluted EPS in the charts above will result in an interpolated vesting (e.g., a 9% EPS Growth Rate will yield a unit multiplier of 125%).

Restricted Stock Units.  Restricted stock units are a regular component of our long-term incentive program. The Committee believes that restricted stock units enhance retention of L-3’s senior executives. The Committee may also make these awards to recognize increased responsibilities or special contributions, to attract new executives, to retain executives or to recognize certain other special circumstances. Restricted stock unit grants generally have the following characteristics:

•   restricted stock units that automatically convert into shares of our Common Stock on the vesting date;

•   vest three years from the grant date; and

•   receive cash dividend equivalents. Dividend equivalents are payable during the vesting period (for restricted stock units awarded in 2008 or prior years) or in a lump sum at the end of the vesting period (for restricted stock units awarded in 2009).

Long-Term Incentive Grant Practices.  The Committee approves all long-term incentive awards to the named executive officers at in-person or telephonic meetings on annual basis. As was the case in prior years, long-term incentive awards in 2009 were granted to the named executive officers at the first Committee meeting held following the release of our second quarter earnings results. It is the Committee’s general policy to grant long-term incentive awards to the named executive officers either (1) during window periods we establish following quarterly announcements of historical earnings results or (2) at Committee meetings held in connection with or following new hires or promotions. The exercise price of any stock option granted by the Committee is the NYSE closing price for our Common Stock on the date on which the Committee approves the awards. We do not have a program, plan or practice to grant equity-based awards to any employees in coordination with the release of material nonpublic information.

Other Pay Elements

The named executive officers are eligible to participate in the same benefits and severance that we offer to our other senior executives. These include:

•   retirement benefits;

•   deferred compensation;

•   change in control arrangements; and

•   perquisites.

Retirement Benefits

L-3 provides retirement benefits as part of a competitive pay package to attract and retain its employees. All of L-3’s named executive officers other than Mr. Vuono participate in the L-3 Communications Corporation Pension Plan (the “Corporate Pension Plan”) which is a tax-qualified defined benefit plan, and a nonqualified Supplemental

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Executive Retirement Plan (the “Restoration Plan”). The Restoration Plan provides benefits that make up for benefits that are not accrued under L-3’s tax-qualified defined benefit plans due to certain limits imposed by the Code. The Corporate Pension Plan and Restoration Plan are designed such that the combined annual amount a named executive officer would receive with 30 years of employment by L-3 equals approximately 45% to 55% of his or her final average pay (base salary and bonus).

Messrs. Brunson and Dunn participate in the Corporate Pension Plan and Restoration Plan, and prior to being transferred to L-3’s corporate payroll on February 26, 2007 and December 27, 2003, respectively, accrued benefits under the L-3 Communication Systems — West Retirement Plan and the L-3 Link Simulation and Training Retirement Plan, respectively. Both of these plans are tax-qualified defined benefit plans. Mr. Vuono does not participate in any tax-qualified or supplemental pension plan.

No employee contributions are required to participate in any of the tax-qualified plans described above or the Restoration Plan. For a more detailed discussion of these plans, see the 2009 Pension Benefits Table and the discussion that follows the table beginning on page 108 of this S-4.

All of L-3’s named executive officers other than Mr. Vuono also participate in a component of our 401(k) plan under which L-3 matches 80% of an employee’s contributions up to 5% of his or her base salary, subject to any limitations imposed by the Code. Mr. Vuono participates in a component of our 401(k) plan under which his business group makes a discretionary match and a discretionary annual contribution that can vary from year to year. For 2009, the discretionary match was 100% of Mr. Vuono’s contributions up to 3% of eligible compensation, and no additional discretionary contribution was made. Our 401(k) plan also allows for catch-up contributions by eligible participants beginning in the year they attain the age of 50, which are matched at the same percentage as other employee contributions.

From time to time, the Committee reviews the relevant benefits provided to Mr. Strianese and the other named executive officers in relation to the peer group as part of a total remuneration analysis. In 2009, the annualized dollar value of retirement benefits for Mr. Strianese was approximately at the 50th percentile for his position relative to competitive market data, while the annualized dollar value for the other named executive officers, on average, was below the 25th percentile relative to competitive market data.

Deferred Compensation

To provide employees with additional savings opportunities, which helps attract and retain employees, L-3 established the L-3 Communications Corporation Deferred Compensation Plan I and L-3 Communications Corporation Deferred Compensation Plan II (collectively, the “L-3 Deferred Compensation Plans”). These plans allow for voluntary deferrals by executives, including the named executive officers, of up to 50% of salary and 100% of annual cash incentive awards into an unfunded, nonqualified account. We do not make any contribution to any named executive officer’s account. Deferred amounts receive interest at the prime rate. The Committee, based in part upon a market assessment conducted by Mercer, believes that the benefits provided under the L-3 Deferred Compensation Plans are generally in line with market practices.

Employment and Severance Arrangements

L-3 currently does not have any employment agreements with its named executive officers. L-3 also does not have any formal arrangements that provide for severance to the named executive officers other than in connection with a change in control. For further discussion, see “Change in Control Arrangements” below and Potential Payments Upon Change in Control or Termination of Employment beginning on page 113.

Change in Control Arrangements

To preserve morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control, we provide a bridge to future employment in the event a named executive officer’s job is eliminated as a consequence of a change in control. L-3’s Change in Control Severance Plan is intended to align executive and stockholder interests by enabling each executive to consider corporate transactions that are in the best interests of the stockholders and other constituents without undue concern over whether the transactions may

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jeopardize the executive’s own employment. The plan provides a lump sum payment and benefits continuation as a result of a termination of employment by L-3 without cause or by the employee for good reason during the two years following a change in control, plus protection for pre-change in control terminations that occur at the request of an acquirer or otherwise in anticipation of a change in control. The lump sum payment (severance amount) for each named executive officer is a multiple of base salary and average annual bonus for the three years prior to the year of termination, plus unpaid bonus for the current year earned through the termination date. The multiple for Messrs. Strianese, D’Ambrosio and Brunson is 3.0, and the multiple for Messrs. Dunn and Vuono is 2.5. Upon a change in control, all unvested equity awards vest immediately. Based in part upon information provided by Mercer, the Committee believes that the benefits and terms under the change in control arrangements are appropriate.

For all named executive officers, if the change in control severance payment, when aggregated with all other change in control payments, would subject the named executive officer to an excise tax under Section 280G of the Code, then the severance payment will be reduced to the highest amount for which no excise tax would be due. This severance payment reduction will occur only if the reduced amount is greater than the unreduced amount net of the excise tax.

For a discussion of amounts that would be realized by L-3’s named executive officers upon a change in control, see Potential Payments Upon Change in Control or Termination of Employment beginning on page 113.

Perquisites

To facilitate the attraction and retention of highly qualified executives, we provide the named executive officers with certain other benefits that we believe are consistent with current market practices. In 2009, the named executive officers were eligible for an executive physical, supplemental life insurance and participation in an executive medical plan.

In addition, for security purposes, Mr. Strianese is provided with a company car and security driver and has access to L-3’s fractionally-owned aircraft for occasional personal use. The incremental cost incurred by L-3 for the use of the company car and security driver by Mr. Strianese is disclosed in the footnotes to the Summary Compensation Table on page 101. Mr. Strianese reimbursed L-3 for the total incremental cost incurred by L-3 in connection with his personal use of the aircraft in 2009, as required by L-3’s policy.

From time to time, the Committee also reviews the relevant benefits provided to Mr. Strianese and the other named executive officers in relation to the compensation peer group as part of a total remuneration analysis. In 2009, the annualized dollar value of perquisites for Mr. Strianese was below the 25th percentile for his position relative to competitive market data, while the annualized dollar value for the other named executive officers, on average, was at the 25th percentile relative to competitive market data.

Stock Ownership Guidelines

The Committee believes that executives should accumulate a meaningful level of ownership in L-3 shares over time and that such ownership will further reinforce stockholder value creation. The current stock ownership guidelines for the named executive officers are as follows:

•     Mr. Strianese:	5X base salary
•     Messrs. D’Ambrosio, Brunson, Dunn and Vuono:	3X base salary

In addition to the guidelines above, all Group Presidents and the General Counsel are subject to the guideline of 3X base salary, and other executives have guidelines of between 1X and 2X base salary. The Committee reviews progress towards guideline achievement annually. The guidelines are currently in effect, but executives have until the later of June 28, 2012 or five years from the date they become subject to the guidelines to achieve the minimum level of ownership. An executive whose ownership is below the applicable guideline after that time will receive annual cash bonuses entirely in the form of our Common Stock that cannot be sold until the guideline requirement is met.

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“Stock ownership” is defined to include 100% of shares of Common Stock held outright, shares and share equivalents held in benefit plans and unvested restricted stock units; and 50% of the value of vested, “in-the-money” stock options.

Other Factors Affecting Compensation

We make reasonable efforts to maximize the tax deductibility of compensation paid to the named executive officers and to achieve favorable accounting treatment, provided that it does not conflict with intended plan design or program objectives.

Limitations on Deductibility of Compensation.  Section 162(m) generally limits the tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers (“covered employees”) to $1 million in the year the compensation becomes taxable to the executive, subject to an exception for performance-based compensation that meets certain requirements. The Committee considers the impact of this rule when developing and implementing its executive compensation programs. The Committee believes, however, that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, the Committee has not adopted a policy that all compensation must qualify as deductible under Section 162(m).

Based on the factors discussed under “Base Salary,” the Committee determined to pay Mr. Strianese a base salary in excess of $1 million in order to remain competitive. The Committee determined that the additional base salary is appropriate even though the excess over $1 million is not deductible. In addition, awards under the annual incentive plan do not qualify as deductible under Section 162(m). The Committee has structured the annual incentive plan to retain and motivate L-3’s executives and to encourage strong performance on an annual basis. The Committee has determined that maintaining flexibility with respect to its short-term compensation program outweighs the ability to achieve maximum tax efficiency.

With respect to long-term incentives, the Committee has structured L-3’s stock option and performance unit awards to qualify as deductible under Section 162(m). Restricted stock unit awards do not qualify as deductible. Nevertheless, the Committee has determined to include restricted stock unit awards as part of our long-term incentive program in order to enhance retention of L-3’s senior executives.

Accounting and Tax Considerations.  L-3 considers the accounting implications of all aspects of its senior executive compensation program. For example, awards to the named executive officers of stock options, restricted stock units and performance units payable in shares of our Common Stock qualify for fixed (as opposed to variable) accounting treatment under the accounting standards for share-based compensation. Performance units payable in cash qualify for variable (as opposed to fixed) accounting treatment. However, accounting treatment is just one of many factors considered by the Committee when designing compensation plans and making pay determinations.

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TABULAR EXECUTIVE COMPENSATION DISCLOSURE

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our Chairman, President and Chief Executive Officer, our Vice President and Chief Financial Officer and each of our three other most highly compensated executive officers, collectively referred to herein as the named executive officers.

											Change in
											Pension Value
											and
											Nonqualified
											Deferred
							Stock		Option		Compensation		All Other
			Salary(1)		Bonus		Awards(2)		Awards(3)		Earnings(4)		Compensation(5)		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)		($)
Michael T. Strianese		2009		1,284,231		3,000,000		5,733,932		3,499,995		1,509,139		151,432		15,178,729
(Chairman, President and		2008		1,145,385		2,750,000		5,123,485		3,299,999		1,120,799		96,021		13,535,689
Chief Executive Officer and Director)		2007		1,000,000		2,500,000		3,450,040		2,102,992		499,782		97,579		9,650,393
Ralph G. D’Ambrosio		2009		560,423		725,000		851,866		519,995		145,184		35,433		2,837,901
(Vice President and Chief		2008		511,346		650,000		745,289		480,000		108,000		36,304		2,530,939
Financial Officer)		2007		463,923		600,000		501,786		305,887		28,544		32,457		1,932,597
Curtis Brunson		2009		562,846		700,000		917,468		559,994		211,316		82,087		3,033,711
(Executive Vice President of		2008		514,538		650,000		745,289		480,000		243,439		77,599		2,710,865
Corporate Strategy and Development)(6)		2007		—		—		—		—		—		—		—
James W. Dunn		2009		534,462		900,000		786,424		479,995		327,787		55,674		3,084,342
(Senior Vice President and		2008		493,173		800,000		683,065		439,995		263,691		122,202		2,802,126
President of Sensors & Simulation Group)(6)		2007		—		—		—		—		—		—		—
Carl E. Vuono		2009		560,038		750,000		655,380		399,996		—		50,414		2,415,828
(Senior Vice President and		2008		518,269		1,000,000		683,065		439,995		85,616		44,889		2,771,834
President of L-3 Services Group)		2007		494,271		925,000		564,448		344,126		338,458		42,354		2,708,657

(1)	Actual 2009 salary amounts were higher than base salary due to one extra pay period in 2009.
(2)	Represents the grant date fair value calculated in accordance with the accounting standards for share-based compensation (excluding the effect of estimated forfeitures) with respect to restricted stock units and performance units (whether payable in shares or cash) granted in 2009, 2008 and 2007. See Note 18 to the audited consolidated financial statements included in L-3’s 2009 Annual Report on Form 10-K for a discussion of the assumptions used in calculating the grant date fair value of performance units whose performance targets are based on total stockholder return. For a discussion of the general terms of restricted stock units and performance units, see Compensation Discussion and Analysis on pages 87-100 and Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.
	With respect to the performance units, the grant date fair value included in the Summary Compensation Table above is based upon the probable outcome of the performance vesting conditions. Assuming that the highest level of performance will be achieved, the grant date fair value of these performance units would have been:

	2009		2008		2007
Name	($)		($)		($)
Michael T. Strianese		6,217,852		5,297,021		3,599,998
Ralph G. D’Ambrosio		923,760		770,532		523,597
Curtis Brunson		994,898		770,532		—
James W. Dunn		852,794		706,201		—
Carl E. Vuono		710,692		706,201		588,974

(3)	Represents the grant date fair value calculated in accordance with the accounting standards for share-based compensation (excluding the effect of estimated forfeitures) for stock option awards granted in 2009, 2008 and 2007. See Note 18 to the audited consolidated financial statements included in L-3’s 2009 Annual Report on Form 10-K for a discussion of the assumptions used in calculating equity compensation expense in connection with these stock option awards. For a discussion of the general terms of our stock options, see Compensation Discussion and Analysis on page 87 and Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.
(4)	Amounts in this column reflect the increase in the actuarial value of defined benefit plans during 2009, 2008 and 2007, as applicable. For Mr. Vuono, amounts represent above-market earnings on nonqualified deferred compensation for 2008 and 2007. Mr. Vuono does not participate in any company defined benefit plan. Actuarial value computations are based on assumptions discussed in Note 20 to the audited consolidated financial statements included in L-3’s 2009 Annual Report filed on Form 10-K.
(5)	The following table describes each component of the All Other Compensation column in the Summary Compensation Table above for 2009.

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	Employer						Restricted
	Contributions				Medical		Stock
	to Employee		Life		Insurance		Dividend
	Savings Plan		Insurance(a)		Benefits(b)		Payment		Other			Total
Name	($)		($)		($)		($)		($)			($)
Michael T. Strianese(c)		14,200		24,656		3,872		59,164		49,540	(d)		151,432
Ralph G. D’Ambrosio		7,215		10,856		7,706		9,656		—			35,433
Curtis Brunson		14,200		27,054		5,649		8,184		27,000	(e)		82,087
James W. Dunn		14,200		25,733		5,649		8,169		1,923	(e)		55,674
Carl E. Vuono		12,850		22,305		6,669		8,590		—			50,414

(a)	Represents payments for executive and group term life insurance.
(b)	Represents payments of premiums for a company-provided executive medical reimbursement plan.
(c)	Mr. Strianese has access to L-3’s fractionally-owned aircraft for occasional personal use. Mr. Strianese is required to and has reimbursed L-3 for all incremental costs incurred by L-3 in connection with his personal use of the aircraft.
(d)	Represents the incremental cost associated with the use of a company car. These incremental costs include the monthly lease payments, maintenance, gas, tolls, parking and all other costs associated with the car.
(e)	Represents payment for accumulated vacation time.

⁽⁶⁾ Messrs. Brunson and Dunn were not considered named executive officers prior to the 2008 fiscal year.

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2009 Grants of Plan-Based Awards

The following table provides information on stock options, restricted stock units and performance units granted in 2009 to each of our named executive officers under the 2008 Plan. Plan-based awards are generally granted to the named executive officers on an annual basis. As was the case in prior years, the 2009 awards were granted at the first Compensation Committee meeting held following the release of L-3’s second quarter earnings results.

												All Other
										All Other		Option				Grant Date
										Stock Awards:		Awards:		Exercise		Fair
										Number of		Number of		or Base		Value of
				Estimated Future Payouts						Shares		Securities		Price of		Stock and
				Under Equity Incentive Plan Awards(1)						of Stock		Underlying		Option		Option
	Grant			Threshold		Target		Maximum		or Units(2)		Options(3)		Awards		Awards(4)
	Date			(#)		(#)		(#)		(#)		(#)		($/Sh)		($)
Michael T. Strianese		7/28/09											237,127		73.61		3,499,995
		7/28/09									35,661						2,625,006
		7/28/09	(5)		8,915		17,831		35,661								1,312,503
		7/28/09	(6)		8,915		17,830		35,661								1,796,423
Ralph G. D’Ambrosio		7/28/09											35,230		73.61		519,995
		7/28/09									5,298						389,986
		7/28/09	(5)		1,325		2,649		5,298								194,993
		7/28/09	(6)		1,324		2,649		5,298								266,887
Curtis Brunson		7/28/09											37,940		73.61		559,994
		7/28/09									5,706						420,019
		7/28/09	(5)		1,427		2,853		5,706								210,009
		7/28/09	(6)		1,426		2,853		5,706								287,440
James W. Dunn		7/28/09											32,520		73.61		479,995
		7/28/09									4,891						360,027
		7/28/09	(5)		1,223		2,446		4,891								180,013
		7/28/09	(6)		1,223		2,445		4,891								246,384
Carl E. Vuono		7/28/09											27,100		73.61		399,996
		7/28/09									4,076						300,034
		7/28/09	(5)		1,019		2,038		4,076								150,017
		7/28/09	(6)		1,019		2,038		4,076								205,329

(1)	Represents performance units granted to the named executive officers. The final value of each unit will vary based upon (i) the level of performance achieved over the associated performance period in relation to a pre-determined performance goal established by the Compensation Committee and (ii) the price of our Common Stock at the end of the performance period. The measures selected for the 2009 performance units were total stockholder return and growth in diluted earnings per share for the 2.5-year performance period beginning June 27, 2009 and ending December 31, 2011. The amounts disclosed represent the number of shares of our Common Stock issuable (or payable in cash based on the number of shares multiplied by the closing price of our Common Stock on the last day of the performance period) assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Compensation Committee for these measures over the performance period. See Compensation Discussion and Analysis — Long-Term Incentives — Performance Units on pages 95-96 for a further discussion of the performance units. See Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114 for a discussion concerning the effect of a change in control or termination of employment on outstanding performance units.
(2)	Represents restricted stock units granted to the named executive officers. There were no performance or other market condition requirements included in the terms of the restricted stock unit awards to the named executive officers. For a discussion of our restricted stock units, see Compensation Discussion and Analysis — Long-Term Incentives — Restricted Stock Units on page 97. For a discussion concerning the effect of a change in control or termination of employment on outstanding restricted stock units, see Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.
(3)	Represents stock option awards granted to the named executive officers. These awards have an exercise price equal to the closing price of our Common Stock and provide value to the recipient only if the price of our Common Stock increases after the grant date. There were no other performance or other market condition requirements included in the terms of the option awards to the named executive officers. For a discussion of our stock option awards, see Compensation Discussion and Analysis — Long-Term Incentives — Stock Options on page 95. For a discussion concerning the effect of a change in control or termination of employment on outstanding stock option awards, see Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.
(4)	Represents, in the case of performance unit awards, the grant date fair value of a performance unit award calculated in accordance with the accounting standards for share-based compensation multiplied by the Target number of shares of our Common Stock issuable (or payable in cash as discussed in Note 1 above) pursuant to the grant or, in the case of an option or restricted stock unit award, the grant date fair value of the option or restricted stock unit award. For a discussion of the general terms of our stock options, restricted stock units and performance units, see Compensation Discussion and Analysis on pages 87-100 and Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.
(5)	Represents performance unit awards with performance targets based on growth in diluted earnings per share, which are payable in our Common Stock at the end of the performance period.
(6)	Represents performance unit awards with performance targets based on total stockholder return, which are payable in cash based on the closing price of our Common Stock on the last day of the performance period.

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Outstanding Equity Awards At Fiscal Year End 2009

The following table provides information with respect to holdings of exercisable and unexercisable stock options and unvested, and as applicable, unearned restricted stock units and performance units held by the Company’s named executive officers at December 31, 2009.

	Option Awards											Stock Awards
																Equity
																Incentive		Equity
																Plan		Incentive
																Awards:		Plan Awards:
																Number of		Market or
												Number of		Market		Unearned		Payout of Value
				Number of		Number of						Shares or		Value of		Shares,		of Unearned
				Securities		Securities						Units of		Shares or		Units or		Shares,
				Underlying		Underlying						Stock		Units of		Other		Units or
				Unexercised		Unexercised		Option				That Have		Stock That		Rights That		Other Rights
				Options		Options		Exercise		Option		Not		Have Not		Have Not		That Have
	Grant			(#)		(#)		Price		Expiration		Vested(2)		Vested(3)		Vested		Not Vested(3)
Name	Date			Exercisable(1)		Unexercisable(1)		($)		Date		(#)		($)		(#)		($)
Michael T. Strianese		11/15/2001			31,000		—		39.70		11/15/2011
		3/4/2003			25,000		—		35.60		3/4/2013
		3/4/2003			50,000		—		35.95		3/4/2013
		11/10/2004			40,000		—		68.16		11/10/2014
		7/12/2005			20,000		—		74.94		7/12/2015
		8/2/2006			100,000		—		72.20		8/2/2016
		11/6/2006			100,000		—		80.39		11/6/2016
		8/1/2007			61,009		30,505		99.58		8/1/2017
		8/1/2007											16,570		1,440,762
		7/29/2008			58,761		117,521		96.34		7/29/2018
		7/29/2008											25,690		2,233,746
		7/29/2008	(4)														25,690		2,233,746
		7/29/2008	(5)														25,690		2,233,746
		7/28/2009			—		237,127		73.61		7/28/2019
		7/28/2009											35,661		3,100,724
		7/28/2009	(4)														35,661		3,100,724
		7/28/2009	(5)														35,661		3,100,724
Ralph G. D’Ambrosio		3/15/2005			12,000		—		75.23		3/15/2015
		8/2/2006			12,000		—		72.20		8/2/2016
		8/1/2007			8,874		4,437		99.58		8/1/2017
		8/1/2007											2,410		209,550
		7/29/2008			8,547		17,094		96.34		7/29/2018
		7/29/2008											3,737		324,932
		7/29/2008	(4)														3,737		324,932
		7/29/2008	(5)														3,737		324,932
		7/28/2009			—		35,230		73.61		7/28/2019
		7/28/2009											5,298		460,661
		7/28/2009	(4)														5,298		460,661
		7/28/2009	(5)														5,298		460,661
Curtis Brunson		1/8/2001			15,000		—		32.50		1/8/2011
		8/20/2002			2,500		—		54.91		8/20/2012
		8/20/2002			5,000		—		49.00		8/20/2012
		7/21/2003			6,667		—		45.11		7/21/2013
		7/21/2003			13,333		—		49.10		7/21/2013
		3/15/2005			15,000		—		75.23		3/15/2015
		8/2/2006			20,000		—		72.20		8/2/2016
		8/1/2007			7,765		3,882		99.58		8/1/2017
		8/1/2007											2,109		183,378
		7/29/2008			8,547		17,094		96.34		7/29/2018

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	Option Awards											Stock Awards
																Equity
																Incentive		Equity
																Plan		Incentive
																Awards:		Plan Awards:
																Number of		Market or
												Number of		Market		Unearned		Payout of Value
				Number of		Number of						Shares or		Value of		Shares,		of Unearned
				Securities		Securities						Units of		Shares or		Units or		Shares,
				Underlying		Underlying						Stock		Units of		Other		Units or
				Unexercised		Unexercised		Option				That Have		Stock That		Rights That		Other Rights
				Options		Options		Exercise		Option		Not		Have Not		Have Not		That Have
	Grant			(#)		(#)		Price		Expiration		Vested(2)		Vested(3)		Vested		Not Vested(3)
Name	Date			Exercisable(1)		Unexercisable(1)		($)		Date		(#)		($)		(#)		($)
		7/29/2008											3,737		324,932
		7/29/2008	(4)														3,737		324,932
		7/29/2008	(5)														3,737		324,932
		7/28/2009			—		37,940		73.61		7/28/2019
		7/28/2009											5,706		496,137
		7/28/2009	(4)														5,706		496,137
		7/28/2009	(5)														5,706		496,137
James W. Dunn		11/14/2003			3,333		—		45.80		11/14/2013
		7/12/2005			28,750		—		74.94		7/12/2015
		8/2/2006			20,000		—		72.20		8/2/2016
		8/1/2007			8,874		4,437		99.58		8/1/2017
		8/1/2007											2,410		209,550
		7/29/2008			7,835		15,669		96.34		7/29/2018
		7/29/2008											3,425		297,804
		7/29/2008	(4)														3,425		297,804
		7/29/2008	(5)														3,425		297,804
		7/28/2009			—		32,520		73.61		7/28/2019
		7/28/2009											4,891		425,272
		7/28/2009	(4)														4,891		425,272
		7/28/2009	(5)														4,891		425,272
Carl E. Vuono		7/31/2000			5,000		—		29.00		7/31/2010
		7/12/2001			12,000		—		34.00		7/12/2011
		3/25/2002			8,000		—		53.75		3/25/2012
		3/25/2002			4,000		—		62.91		3/25/2012
		11/14/2003			20,000		—		45.80		11/14/2013
		7/12/2005			21,250		—		74.94		7/12/2015
		8/2/2006			15,000		—		72.20		8/2/2016
		8/1/2007			9,983		4,992		99.58		8/1/2017
		8/1/2007											2,711		235,721
		7/29/2008			7,835		15,669		96.34		7/29/2018
		7/29/2008											3,425		297,804
		7/29/2008	(4)														3,425		297,804
		7/29/2008	(5)														3,425		297,804
		7/28/2009			—		27,100		73.61		7/28/2019
		7/28/2009											4,076		354,408
		7/28/2009	(4)														4,076		354,408
		7/28/2009	(5)														4,076		354,408

(1)

Stock options vest in equal, annual increments over a three-year period starting with the grant date. For a discussion concerning the effect of a change in control or termination of employment on outstanding stock option awards, see Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.

(2)

Represents restricted stock units, which vest three years after the grant date. Each restricted stock unit automatically converts into one share of our Common Stock on the vesting date. For a discussion concerning the effect of a change in control or termination of employment on outstanding restricted stock unit awards, see Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.

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(3)	The market value is based on the closing price of our Common Stock on December 31, 2009 of 86.95, multiplied by the number of shares or units.
(4)	Reflects the number of shares of our Common Stock issuable assuming achievement of the Maximum level of performance in respect of performance units whose performance targets are based on growth in diluted earnings per share. The Maximum level of performance is reported for these units based on the Company’s performance from the beginning of the applicable performance period (June 28, 2008 for units granted in 2008 and June 27, 2009 for units granted in 2009) through December 31, 2009, measured against the applicable performance targets in accordance with applicable securities regulations. For a further discussion of our performance units, see Compensation Discussion and Analysis — Long-Term Incentives — Performance Units on pages 95-97. For a discussion concerning the effect of a change in control or termination of employment on performance unit awards, see Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.
(5)	Reflects the number of shares of our Common Stock payable in cash (based on the closing price of our Common Stock at the end of the performance period) assuming achievement of the Maximum level of performance for performance units granted July 29, 2008 and July 28, 2009 in respect of performance units whose performance targets are based on relative total stockholder return. The level of performance is reported for these units based on the Company’s performance from the beginning of the applicable performance period (June 28, 2008 for units granted in 2008 and June 27, 2009 for units granted in 2009) through December 31, 2009, measured against the applicable performance targets in accordance with applicable securities regulations. For a further discussion of our performance units, see Compensation Discussion and Analysis — Long-Term Incentives — Performance Units on pages 95-97. For a discussion concerning the effect of a change in control or termination of employment on performance unit awards, see Potential Payments Upon Change in Control or Termination of Employment — Effect of Change in Control or Termination of Employment Upon Equity Awards on page 114.

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2009 Option Exercises and Stock Vested

The following table provides information regarding the amounts received by our named executive officers as a result of the vesting of restricted stock units and performance units during the year ended December 31, 2009. Payments of shares and cash consideration underlying the performance units were made in February 2010. No stock options were exercised by any of our named executive officers during 2009.

	Stock Awards
	Number of
	Shares			Value
	Acquired on			Realized on
	Vesting			Vesting
Name	(#)			($)(1)
Michael T. Strianese		16,570	(2)		1,440,762
		14,918	(3)		1,297,117
Ralph G. D’Ambrosio		3,910	(4)		322,800
		2,170	(3)		188,657
Curtis Brunson		2,109	(2)		183,378
		1,899	(3)		165,095
James W. Dunn		2,410	(2)		209,550
		2,170	(3)		188,657
Carl E. Vuono		2,711	(2)		235,721
		2,441	(3)		212,220

(1)	Value realized on vesting is based on the fair market value of the shares at the time of vesting.
(2)	Represents shares issued as a result of the vesting of performance units on December 31, 2009. The amount of shares issued was based on the Company’s earnings per share performance during the period from July 1, 2007 through December 31, 2009.
(3)	Represents shares paid in cash as a result of the vesting of performance units on December 31, 2009. The amount of shares paid in cash was based on the Company’s total stockholder return during the period from July 1, 2007 through December 31, 2009. The cash payment was based on the closing price of our Common Stock on the vesting date, which was $86.95 per share.
(4)	Represents (a) 1,500 shares issued upon the vesting of restricted stock units on August 2, 2009 and (b) 2,410 shares issued as a result of the vesting of performance units on December 31, 2009. The amount of shares issued in respect of performance units was based on the Company’s earnings per share performance during the period from July 1, 2007 through December 31, 2009.

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2009 Pension Benefits

The following table provides information regarding the pension benefits for our named executive officers under L-3’s tax-qualified and supplemental plans. The named executive officers, excluding Mr. Vuono, participate in multiple tax-qualified or supplemental pension plans. The purpose of each plan is to provide the named executive officers retirement benefits as part of their overall compensation package. Mr. Vuono does not participate in any tax-qualified or supplemental pension plans. The material terms of the plans are described following the table.

					Present Value of
		Number of Years			Accumulated		Payments During
		Credited Service			Benefit(1)		Last Fiscal Year
Name	Plan Name	(#)			($)		($)
Michael T. Strianese	L-3 Communications Corporation Pension Plan		19.17	(2)		365,325		—
	L-3 Communications Corporation Supplemental Executive Retirement Plan		19.17	(2)		3,972,360		—
Ralph G. D’Ambrosio	L-3 Communications Corporation Pension Plan		12.42			115,473		—
	L-3 Communications Corporation Supplemental Executive Retirement Plan		12.42			343,492		—
Curtis Brunson(3)	L-3 Communications Corporation Pension Plan		2.92			99,461		—
	L-3 Communications Corporation Supplemental Executive Retirement Plan		34.50	(4)		679,419		—
	L-3 Communication Systems — West Retirement Plan		31.58	(4)		424,068		—
James W. Dunn	L-3 Communications Corporation Pension Plan		6.08			228,080		—
	L-3 Communications Corporation Supplemental Executive Retirement Plan		8.66			1,039,037		—
	L-3 Link Simulation and Training Retirement Plan		2.58			82,571		—
Carl E. Vuono	—		—			—		—

(1)	The present values of the accumulated benefits in the table were determined using the same assumptions that were used by L-3 as of December 31, 2009 for financial reporting purposes, including a 6.30% discount rate and post-retirement mortality in accordance with the RP-2000 Combined Mortality table. We used age 65, the normal retirement age under the pension plans and the supplemental executive retirement plans, to determine the present value of the accumulated benefits in the table. For the assumptions used in calculating the present value of the accumulated benefits, see Note 20 to the audited consolidated financial statements included in L-3’s 2009 Annual Report on Form 10-K.
(2)	Includes 6.50 years of service provided by Mr. Strianese as an employee of Loral Corporation and Lockheed Martin Corporation. The years of credited service in excess of actual years of service provided to L-3 resulted in an increase to the present value of accumulated benefits for Mr. Strianese as of December 31, 2009 under the L-3 Communications Corporation Pension Plan and the L-3 Communications Corporation Supplemental Executive Retirement Plan of $123,871 and $1,346,914 respectively.
(3)	Mr. Brunson is eligible for retirement under the L-3 Communications Systems — West Retirement Plan as he is over age 55 and has more than five years of eligible service.
(4)	Includes 21.75 years of service provided by Mr. Brunson as an employee of Sperry, Unisys, Loral and Lockheed Martin. The years of credited service in excess of actual years of service provided to L-3 resulted in an increase to the present value of accumulated benefits for Mr. Brunson as of December 31, 2009 under the L-3 Communications Corporation Supplemental Executive Retirement Plan and the L-3 Communications Systems — West Retirement Plan of $207,168 and $292,067, respectively.

The present value of the accumulated benefits for each of the named executives shown in the table above reflects the present value of the benefits earned under each of the pension plans as of December 31, 2009. The

108

pension benefits that are the basis for the present values of the accumulated benefits shown are calculated based on all years of creditable service with L-3 and its predecessor companies under each of the plans as of December 31, 2009.

A more complete discussion of the material factors useful to an understanding of each plan is presented below.

Tax-Qualified Pension Plans

L-3 Communications Corporation Pension Plan

Eligibility	Employees were eligible to participate in the plan after one year of service, and upon attaining 21 years of age. Employees hired on or after January 1, 2007 are not eligible to participate in the plan.
Vesting	Participants are fully vested after five years of service, and there is no partial vesting.
Availability of Early Retirement Benefits	Participants are eligible for early retirement benefits after age 55, provided that they have ten years of eligibility service.
Earnings	Earnings are defined as base pay and bonus and limited to the IRS earnings limit of $245,000 in 2010.
Final Average Earnings (FAE)	FAE is equal to the average of the participant’s earnings for the five calendar years during the ten calendar years prior to date of termination that results in the highest average earnings amount.
Covered Compensation	Covered Compensation is equal to the average of the wage levels at which social security tax is applied for each year during the 35-year period ending in the year the participant reaches social security retirement age.
Benefit Plan Formula	The annual pension benefit is equal to 1.5% of FAE up to Covered Compensation, plus 1.75% of FAE in excess of Covered Compensation, for each plan year (partial and completed months) of accrual service.
Early Retirement Reduction Factors	For those participants that are eligible to retire early, the reduction factor is 1/180 for each of the first 60 months prior to age 65 and 1/360 for each of the next 60 months.
Payment Options	The plan provides for a number of payment options including a single life annuity (normal form for single participants), a qualified 50% joint and survivor annuity (normal form for married participants), other joint and survivor options, period certain options and a level income option.

L-3 Communication Systems — West Retirement Plan

Eligibility	Employees were eligible to participate in the plan if they were participants in the Lockheed Martin Tactical Defense Systems Retirement Plan on April 30, 1997 and became employees of L-3 Communication Systems West on May 1, 1997. Employees hired on or after May 1, 1997 are not eligible to participate in the plan.
Vesting	Participants are fully vested after five years of service, and there is no partial vesting.
Availability of Early Retirement Benefits	Participants are eligible for early retirement benefits after age 55, provided that they have five years of eligibility service.

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Earnings	Earnings are defined as regular pay plus overtime, commissions, performance based bonus and fringe benefits and limited to the IRS earnings limit of $220,000 in 2010.
Final Average Earnings (FAE)	FAE is used in calculating the benefit accrued prior to January 1, 1991 and is equal to the average of the participant’s earnings for the 60 months during the 120 months prior to January 1, 1991 that results in the highest average earnings amount.
Final Average Social Security Wage Base (FASS)	Final Average Social Security Wage Base is used in calculating the benefit accrued prior to January 1, 1991 and is equal to the Average Wage Base (FASS) of the Social Security Wage Bases (determined at the start of each plan year) for the five consecutive years prior to January 1, 1991. The FASS is equal to $46,020.
Benefit Plan Formula	The annual pension benefit is equal to the sum of: (i) 1% of pre-1991 FAE up to 50% of the pre-1991 FASS plus 1.35% of pre-1991 FAE in excess of the pre-1991 FASS all times accrual service as of December 31, 1990 and (ii) for each year of service after January 1, 1991, 1% of Earnings for the year up to 50% of the FASS for the year plus 1.35% of Earnings for the year in excess of 50% of the FASS for the year.
Early Retirement Reduction Factors	For those participants that are eligible to retire early, the reduction factor is 6% for each year prior to age 65, or age 62 for a participant with 20 years or more of vesting service.
Payment Options	The plan provides for a number of payment options including a single life annuity (normal form for single participants), a qualified 50% joint and survivor annuity (normal form for married participants), other joint and survivor options, period certain options and a level income option.

L-3 Link Simulation and Training Retirement Plan

Eligibility	Employees were eligible to participate in the plan if (1) they participated in a specific component of the Raytheon Pension Plan on February 10, 2000 and became employees of L-3 Link Simulation and Training on February 11, 2000 or (2) they were an employee of Raytheon on February 10, 2000, became a full-time employee of L-3 Link Simulation and Training after February 11, 2000 but on or before August 31, 2000 or (3) they were hired before January 1, 2007 in a pension eligible organization and have met the one year of service requirement to participate in the plan. Employees hired on or after January 1, 2007 are not eligible to participate in the plan.
Vesting	Participants are fully vested after five years of vesting service or attainment of age 65, and there is no partial vesting.
Availability of Early Retirement Benefits	Participants are eligible for early retirement benefits after age 55, provided that they have five years of vesting service.
Earnings	Earnings are defined as base pay, performance-based bonuses, shift differentials, payment for overtime hours, paid time off actually taken, bereavement, jury duty and military training pay and limited to the IRS earnings limit of $245,000 in 2010.

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Final Average Monthly Compensation (FAMC)	FAMC is equal to the average of the participant’s monthly earnings during the five highest-paid 12-month periods worked out of the last ten consecutive 12-month periods worked.
Covered Compensation	Covered Compensation means for any Plan year, the average (without indexing) of the Social Security Taxable Wage Base in effect for each calendar year during the 35-year period ending with the calendar year in which a participant attains or will attain his Social Security Retirement Date.
Benefit Plan Formula	1.5% of FAMC times Benefit Service up to 35 years, minus 0.6% of the lesser of Covered Compensation or FAMC, times Benefit Service up to 35 years, plus 0.5% of FAMC, times Benefit Service in excess of 35 years.
Early Retirement Reduction Factors	For those participants that are eligible to retire early, the reduction factor is 6% for each year prior to the participant’s normal retirement date for social security purposes.
Payment Options	The plan provides for a number of payment options including a single life annuity (normal form for single participants), a qualified 50% joint and survivor annuity (normal form for married participants), other joint and survivor options, a 10-year certain and continuous annuity and a 10-year certain annuity.

Supplemental Plan

The provisions of the Supplemental Executive Retirement Plan (the “Restoration Plan”) are substantially similar to the provisions of the tax-qualified pension plans described above (the “Qualified Plans”). However, the Restoration Plan takes into consideration earnings above the annual IRS earnings limit and provides a nonqualified benefit to those participants based on those earnings in excess of the IRS limit or the Section 415 benefit limits.

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2009 Nonqualified Deferred Compensation

The following table provides information regarding contributions, earnings and balances for our named executive officers under the L-3 Deferred Compensation Plans and the MPRI Long Term Deferred Incentive Plan.

	Executive				Aggregate
	Contributions in		Aggregate Earnings		Withdrawals/		Aggregate Balance at
	Last Fiscal Year(1)		in Last Fiscal Year(2)		Distributions		Last Fiscal Year End
Name	($)		($)		($)		($)
Michael T. Strianese		—		—		—		—
Ralph G. D’Ambrosio		—		—		—		—
Curtis Brunson		378,938		71,789		—		2,329,843
James W. Dunn		—		—		—		—
Carl E. Vuono		888,138		142,353		2,118,957		16,195,645

(1)	The amounts in this column are included in the Salary and Bonus columns of the Summary Compensation Table on page 101.
(2)	Aggregate earnings in the last fiscal year are based on the prime interest rate.

For a further discussion of the L-3 Deferred Compensation Plans, see Compensation Discussion and Analysis — Other Pay Elements — Deferred Compensation on page 98.

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Potential Payments Upon Change in Control or Termination of Employment

Change in Control Severance Plan

Our Board of Directors previously approved a Change in Control Severance Plan for executive officers and other corporate employees. The Board of Directors based its approval on the recommendation of the Compensation Committee, which was composed solely of independent directors. The Compensation Committee’s recommendation was based, in part, on consultations with Mercer, its outside compensation consultant that reports directly to the Compensation Committee, and was not in anticipation of, or in response to, any particular transaction or process.

Under this plan, executive officers and other corporate employees will be entitled to severance benefits if their employment is terminated in connection with or following a change in control of L-3. The material terms of the program with respect to our named executive officers are as follows:

Protection Period	Two years following the occurrence of a change in control. In addition, the program covers terminations that become effective prior to the occurrence of a change in control if such termination occurs (1) upon the request of the acquirer or (2) otherwise in anticipation of the change in control.
Payout Requirements	Severance payments are required following termination by us without cause or termination by the executive for good reason during the protection period.
Severance Benefits	Lump sum payment equal to a multiple of annual salary and three-year average bonus:
	•   Chief Executive Officer, Chief Financial Officer, General Counsel and Executive Vice Presidents — three times
	•   Senior Vice Presidents and Group Presidents — two and a half times
Bonus for Year of Change in Control/Termination	Pro rata bonus based on number of months worked in the year of termination and three year average bonus (or actual, if performance is determinable at the time of termination).
Benefits/Perquisites Continuation	Continuation of medical and life insurance benefits at the same cost to the executive, or cash equal to any increased premiums, for the same period as the severance multiple.
Restrictive Covenants	Non-compete and non-solicit covenants for one-year period following termination of employment.
Amendment and Termination of the Plan	Prior to the occurrence of a change in control, the Compensation Committee may amend or terminate the program at any time upon 90 days written notice.

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Effect of Change in Control or Termination of Employment Upon Equity Awards

The following table summarizes the effect of the following events upon outstanding equity awards issued to our named executive officers.

				Termination	Termination
Equity	Change in	Death /	Qualified	by Company	by Company
Award Type	Control	Disability	Retirement(1)	for Cause	without Cause	Resignation
Stock Options	Immediate vesting of full award.	Immediate vesting of full award.	Unvested options are forfeited.	Forfeiture of full award.	Unvested options are forfeited.	Unvested options are forfeited.
Restricted Stock Units	Immediate vesting of full award.	Immediate vesting of full award.	No immediate effect. Vesting continues as if the executive remained an employee.	Forfeiture of full award.	Forfeiture of full award.	Forfeiture of full award.
Performance Units	Immediate payment based on Target level of performance, prorated to reflect reduced service period.(2)	Forfeiture of prorated portion of award to reflect reduced service period. Payment level for the remaining units is based on actual performance for the full performance period.	Forfeiture of prorated portion of award to reflect reduced service period. Payment level for the remaining units is based on actual performance for the full performance period.	Forfeiture of full award.	Forfeiture of prorated portion of award to reflect reduced service period. Payment level for the remaining units is based on actual performance for the full performance period.	Forfeiture of full award.

(1)

Qualified Retirement is defined as a termination of employment that satisfies all of the following: (i) the executive terminates employment more than one year after the grant date of the applicable equity award, (ii) the executive terminates employment on or after attaining age 65 and completing at least five years of service (which must be continuous through the date of termination except for a single break in service that does not exceed one year in length), (iii) the executive is not subject to termination for cause by the Company at the time of the employee’s termination and (iv) the executive is available for consultation following the termination of employment at the reasonable request of the Company.

(2)

In connection with a change in control, the Compensation Committee has the discretion to increase this payment (but not above the benefit payable for the Maximum level of performance achievement) to the extent (if any) that the Compensation Committee is able to assess that the Company’s progress towards achievement of the applicable performance measures, at or prior to the change in control, exceeds the Target performance level requirement as adjusted to reflect the reduced service period.

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Payments Upon Change in Control or Termination of Employment

The following table quantifies the payments under our severance arrangements, equity compensation plans and the Restoration Plan that would be made assuming that a change in control, death or disability occurred on December 31, 2009. Payments under other plans do not change as a result of a change in control or termination of employment, and quantification of those payments are found elsewhere in this S-4 under 2009 Pension Benefits on pages 108-111 and 2009 Nonqualified Deferred Compensation on page 112 or are paid under plans available generally to salaried employees that do not discriminate in scope, terms or operation in favor of executive officers.

	Change in Control		Death/Disability
Named Executive Officer	($)		($)
Michael T. Strianese
Severance(1)(2)		13,752,693		—
Medical Benefits(1)(3)		25,085		—
Life Insurance Premiums(1)		15,581		—
Outplacement Benefits(1)(4)		18,000		—
Acceleration of Stock Options(5)(6)		3,163,274		3,163,274
Acceleration of Restricted Stock Units(7)(8)		6,775,231		6,775,231
Acceleration of Performance Units(9)(10)		1,960,409		—
Restoration Plan(11)		813,849		—	(11)
TOTAL		26,524,122		9,938,505
Ralph G. D’Ambrosio
Severance(1)(2)		4,016,269		—
Medical Benefits(1)(3)		71,952		—
Life Insurance Premiums(1)		15,389		—
Outplacement Benefits(1)(4)		18,000		—
Acceleration of Stock Options(5)(6)		469,968		469,968
Acceleration of Restricted Stock Units(7)(8)		995,143		995,143
Acceleration of Performance Units(9)(10)		287,092		—
Restoration Plan(11)		97,854		—	(11)
TOTAL		5,971,667		1,465,111
Curtis Brunson
Severance(1)(2)		4,063,538		—
Medical Benefits(1)(3)		47,734		—
Life Insurance Premiums(1)		15,581		—
Outplacement Benefits(1)(4)		18,000		—
Acceleration of Stock Options(5)(6)		506,120		506,120
Acceleration of Restricted Stock Units(7)(8)		1,004,446		1,004,446
Acceleration of Performance Units(9)(10)		294,187		—
Restoration Plan(11)		119,210		—	(11)
TOTAL		6,068,816		1,510,566

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	Change in Control		Death/Disability
Named Executive Officer	($)		($)
James W. Dunn
Severance(1)(2)		3,965,322		—
Medical Benefits(1)(3)		39,779		—
Life Insurance Premiums(1)		9,077		—
Outplacement Benefits(1)(4)		18,000		—
Acceleration of Stock Options(5)(6)		433,817		433,817
Acceleration of Restricted Stock Units(7)(8)		932,626		932,626
Acceleration of Performance Units(9)(10)		263,737		—
Restoration Plan(11)		183,196		—	(11)
TOTAL		5,845,554		1,366,443
Carl E. Vuono
Severance(1)(2)		4,254,262		—
Medical Benefits(1)(3)		18,944		—
Life Insurance Premiums(1)		1,563		—
Outplacement Benefits(1)(4)		18,000		—
Acceleration of Stock Options(5)(6)		361,514		361,514
Acceleration of Restricted Stock Units(7)(8)		887,933		887,933
Acceleration of Performance Units(9)(10)		249,564		—
Restoration Plan(12)		—		—
TOTAL		5,791,780		1,249,447

(1)	Severance, medical benefits, life insurance premiums and outplacement benefits in connection with a change in control are payable only if the named executive officer (a) is involuntarily terminated (other than for cause, death or disability) in anticipation of, or during the two-year period following, the change in control or (b) voluntarily terminates employment for good reason during the two-year period following the change in control. For purposes of calculating the amount of these benefits in connection with a change in control, we assumed that such a termination of employment occurred on December 31, 2009. Receipt of these benefits is conditioned upon the named executive officer’s execution of an agreement with the Company containing confidentiality, 12-month non-competition and 12-month non-solicitation covenants and a customary release of all claims against the Company. For a further discussion, see Potential Payments Upon Change in Control or Termination of Employment — Change in Control Severance Plan on page 113.
(2)	As discussed in Potential Payments Upon Change in Control or Termination of Employment — Change in Control Severance Plan on page 113, the change in control severance amount for each named executive officer is a multiple of base salary and average annual bonus for the three years prior to the year of termination, plus unpaid bonus for the current year earned through the termination date. In the event that the severance payment, when aggregated with all other change in control payments, would subject the named executive officer to an excise tax under IRS regulations, then the severance payment will be reduced to the highest amount for which no excise tax would be due, only if the reduced amount is greater than the unreduced amount net of the excise tax.
(3)	Medical benefits are based on a multiple of the premiums paid by the Company in 2009 to provide the named executive officer (and the named executive officer’s spouse and dependants, as applicable) with medical benefits, including a $10,000 annual executive reimbursement benefit.
(4)	Under our Change in Control Severance Plan, a named executive officer is entitled to reasonable outplacement services from a provider selected by the executive and paid for by the Company. The amount disclosed represents the Company’s reasonable estimate of the cost to provide this benefit.
(5)	The value attributable to the acceleration of unvested stock options is based upon the number of unvested stock options multiplied by the difference between the closing price of our Common Stock on December 31, 2009 ($86.95) and the per share exercise price of the option.
(6)	As disclosed above, in the event of any termination of employment other than death or disability, unvested stock option awards (or all stock option awards, in the case of a termination for cause) are forfeited. Accordingly, stock option awards are not quantified in the table above with respect to any termination of employment event other than death or disability.
(7)	The value attributable to the acceleration of unvested restricted stock units is based upon the number of unvested restricted stock units multiplied by the closing price of our Common Stock on December 31, 2009 ($86.95).

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(8)	As disclosed above, in the event of the named executive officer’s qualified retirement, the restricted stock units are not converted into shares of Common Stock until the end of the original vesting period. In the event of any other termination of employment other than death or disability, the restricted stock units are forfeited. Accordingly, the restricted stock units are not quantified in the table above with respect to any termination of employment event other than death or disability.
(9)	The value attributable to the acceleration of performance units is based upon the prorated number of shares issuable (or payable in cash) assuming a Target level of performance achievement multiplied by the closing price of our Common Stock on December 31, 2009 ($86.95). As disclosed above, the Compensation Committee has the discretion to increase the number of shares issuable or payable up to the prorated number of shares issuable or payable assuming the Maximum level of performance achievement based on the Compensation Committee’s assessment of the Company’s progress towards achievement of the applicable performance measures at or prior to the change in control.
(10)	As disclosed above, in the event of the named executive officer’s death, disability, qualified retirement or termination by the Company without cause, a prorated portion of the performance units are forfeited, and the remaining performance units are not paid until the end of the original performance period based on actual performance for the full performance period. In the event of any other termination of employment, the performance units are forfeited. Accordingly, the performance units are not quantified in the table above with respect to any termination of employment event.
(11)	The Restoration Plan pays benefits in a lump sum upon a change in control, and in an annuity following the later of (a) the named executive officer’s earliest retirement date under the applicable Qualified Plan or (b) the date of the named executive officer’s termination of employment (subject to a potential six-month delay to comply with Section 409A of the Code). ERISA regulations for Qualified Plans require that an interest rate different than the rate used for financial reporting purposes be used to determine benefits paid out in lump sum. The Restoration Plan uses lump sum factors under Section 417(e) of the Code as defined in the applicable Qualified Plan, resulting in an enhanced benefit received upon a change in control compared to the benefits received following a voluntary termination, normal retirement, or involuntary not-for-cause termination. The amounts disclosed represent the enhancement received upon a change in control. In the case of any other termination, no enhanced benefit is received under the Restoration Plan and, accordingly, no amounts relating to payments under the Restoration Plan in the case of such terminations are included in the table above. In the event of a termination for cause, all benefits under the Restoration Plan are forfeited. For a further discussion, see the 2009 Pension Benefits table included in this S-4 on page 108.
(12)	Mr. Vuono does not participate in the Restoration Plan.

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COMPENSATION OF DIRECTORS

L-3’s compensation program for non-employee directors (the “Director Compensation Program”) is determined by our Board of Directors. The objectives of the program are to attract and retain highly qualified directors, and to compensate them in a manner that closely aligns their interests with those of our stockholders. Directors who are also employees of L-3 do not receive compensation for their services as directors.

Pursuant to its Charter, the Compensation Committee is responsible for periodically reviewing and making recommendations to our Board of Directors with respect to director compensation. The Compensation Committee’s practice is to review the appropriateness of the components, amounts and forms of compensation provided to directors every two years.

In June 2008, the Compensation Committee conducted its biennial review and recommended changes to the Director Compensation Program, which were approved by our Board of Directors on July 8, 2008. The Compensation Committee’s recommendation was based, in part, upon a market assessment conducted by Mercer, its outside compensation consultant that reports directly to the Compensation Committee, including the director pay levels and practices of L-3’s peer group.

The following table provides information concerning the Director Compensation Program for 2009.

Compensation Type	Compensation Rates
Annual Board Member Retainer(1)	$	100,000
Annual Board Member Equity Award(2)	$	100,000
Annual Audit Committee Chairperson Retainer(1)	$	30,000
Annual Compensation Committee Chairperson Retainer(1)	$	10,000
Annual Nominating/Corporate Governance Committee Chairperson Retainer(1)	$	10,000
Annual Audit Committee Member Retainer(1)	$	20,000

(1)

Annual retainers are payable quarterly in arrears on the date of the quarterly in-person meeting of the Board of Directors held in February, April, July and October of each year. In 2009, these meetings were held on February 5, April 28, July 14 and October 6.

(2)

Each non-employee director is entitled to receive, on the date of the annual stockholders meeting, an award of restricted stock units having a grant date fair value of $100,000. The restricted stock units vest approximately one year after the grant date, subject to acceleration in the event of death, permanent disability or a change in control. Regardless of vesting, the restricted stock units will not be converted into shares until the earlier of: (a) the date on which the recipient ceases to be a director or (b) a change in control that satisfies certain requirements set forth in Section 409A of the Code. Dividend equivalents are payable in the form of additional restricted stock units.

With respect to the compensation described above (other than the annual equity award), each non-employee director may elect to receive all such compensation in cash, our Common Stock or a combination thereof.

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2009 Director Compensation

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our non-employee directors for services rendered to us during the fiscal year ended December 31, 2009.

	Fees Earned or		Stock
	Paid in Cash(1)		Awards(2)		Total
Name	($)		($)		($)
Claude R. Canizares		120,000		101,340		221,340
Peter A. Cohen(3)		55,000		—		55,000
Thomas A. Corcoran		130,000		101,340		231,340
Lewis Kramer(4)		30,000		75,748		105,748
Robert B. Millard		105,000		101,340		206,340
John M. Shalikashvili		100,000		101,340		201,340
Arthur L. Simon		120,000		101,340		221,340
Alan H. Washkowitz		110,000		101,340		211,340
John P. White		89,600		101,340		190,940

(1)	Includes fees with respect to which directors elected to receive payment in shares of our Common Stock, valued at the closing price on the date the director would have otherwise been issued a check for such payment. In 2009, Messrs. Cohen and Millard elected to receive payments in shares of our Common Stock with respect to fees totaling $55,000 and $105,000, respectively.
(2)	Represents the grant date fair value based on L-3 Holdings’ closing stock price at the date of grant calculated in accordance with the accounting standards for the share-based compensation (excluding the effect of estimated forfeitures) with respect to restricted stock units. Includes dividend equivalents of $1,340 (or $748 in the case of Mr. Kramer) paid in the form of additional restricted stock units.
(3)	Mr. Cohen did not stand for re-election to the Board of Directors.
(4)	Mr. Kramer was elected to our Board of Directors on July 14, 2009.

The following table provides a summary of the aggregate number of stock option awards and restricted stock unit awards outstanding for each of our non-employee Directors as of December 31, 2009.

	Outstanding
	Options		Restricted
	(vested and		Stock Unit
Name	unvested)		Awards
Claude R. Canizares		13,550		1,334
Peter A. Cohen		8,550		—
Thomas A. Corcoran		29,050		1,334
Lewis Kramer		—		1,028
Robert B. Millard		26,050		1,334
John M. Shalikashvili		15,050		1,334
Arthur L. Simon		25,050		1,334
Alan H. Washkowitz		26,050		1,334
John P. White		11,050		1,334

The Board of Directors has also established a company stock ownership guideline of three times the annual retainer amount (i.e., $300,000) for each non-employee director. The guideline is currently in effect, but each current or future director has until the later of July 11, 2010 or five years after the date such director is elected to the Board of Directors to achieve the minimum level of ownership. Directors whose ownership is below or falls below the guideline after that time will receive all retainers and meeting fees in shares of our Common Stock that cannot be sold until the guideline requirement is satisfied.

“Stock ownership” is defined to include 100% of shares of Common Stock held outright; unvested restricted stock units; and 50% of the value of vested, “in-the-money” stock options.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the individuals who served on our Compensation Committee during the 2009 fiscal year has served us or any of our subsidiaries as an officer or employee. In addition, none of our executive officers serves as a member of the Board of Directors or Compensation Committee of any entity which has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors has adopted a written policy and written procedures for the review, approval and monitoring of transactions involving L-3 and “related persons.” For the purposes of the policy, “related persons” include executive officers, directors and director nominees or their immediate family members, or stockholders owning five percent or greater of our outstanding Common Stock.

The related person transaction policy requires:

•  that any transaction in which a related person has a material direct or indirect interest and which exceeds $120,000, such transaction referred to as a “related person” transaction, and any material amendment or modification to a related person transaction, be reviewed and approved or ratified by any committee of the Board of Directors composed solely of independent directors who are disinterested or by the disinterested members of the Board of Directors; and

•  that any employment relationship or transaction involving an executive officer and any related compensation must be approved by the Compensation Committee of the Board of Directors or recommended by the Compensation Committee to the Board of Directors for its approval.

In connection with the review and approval or ratification of a related person transaction:

•  management must disclose to the Compensation Committee or disinterested directors, as applicable, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

•  management must advise the Compensation Committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

•  management must advise the Compensation Committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our SEC filings. To the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with SEC rules; and

•  management must advise the Compensation Committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

In addition, the related person transaction policy provides that the Compensation Committee, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations of the SEC, NYSE and the Code.

During 2009, we did not enter into any transactions with related persons that required review and approval under the Board of Directors’ related person transaction policy.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

As of March 1, 2010, there were 115,702,359 shares of our Common Stock outstanding. We know of no person who beneficially owned more than five percent of the Common Stock, except as set forth below.

	Amount and Nature of
Name and Address of Beneficial Owner	Beneficial Ownership			Percent of Class
ClearBridge Advisors, LLC 620 8th Avenue New York, New York 10018(1)		6,649,023	(1)		5.72	%(1)

(1) Information shown is based on information reported by the filer on a Schedule 13G filed with the SEC on February 11, 2010, in which ClearBridge Advisors, LLC reported that it had sole dispositive power over 6,649,023 shares of Common Stock and sole voting power over 5,330,948 shares of Common Stock.

Security Ownership of Management

The following table shows the amount of Common Stock beneficially owned (unless otherwise indicated) by our named executive officers, our directors, and by all of our current executive officers and directors as a group.

Except as otherwise indicated, all information listed below is as of March 1, 2010.

	Common Stock		Common		Total
	Beneficially		Stock		Common		Percentage of
	Owned		Acquirable		Stock		Shares of
	Directly or		Within		Beneficially		Common Stock
Name of Beneficial Owner	Indirectly(1)		60 Days(2)		Owned		Outstanding(3)
Directors and Named Executive Officers:
Michael T. Strianese		10,957		410,770		421,727		*
Ralph G. D’Ambrosio		3,492		31,421		34,913		*
Curtis Brunson		26,201		93,812		120,013		*
James W. Dunn		1,109		68,792		69,901		*
Carl E. Vuono		3,360		39,068		42,428		*
Claude R. Canizares		1,228		13,932		15,160		*
Thomas A. Corcoran		1,558		26,432		27,990		*
Lewis Kramer		600		1,028		1,628		*
Robert B. Millard(4)		199,604		26,432		226,036		*
John M. Shalikashvili		839		15,432		16,271		*
Arthur L. Simon		6,161		25,432		31,593		*
Alan H. Washkowitz(5)		131,447		26,432		157,879		*
John P. White		1,356		11,432		12,788		*
Directors and Executive Officers as a Group (20 persons)		404,035		935,061		1,339,096		1.2	%

(1)	The number of shares shown includes shares that are individually or jointly owned and over which the individual has either sole or shared investment or voting authority. The shares of our Common Stock directly owned include the number of shares allocated to the accounts of executive officers under our savings plan as follows: Mr. Strianese, 2,046 shares; Mr. D’Ambrosio, 1,589 shares; Mr. Brunson, 2,790 shares; Mr. Dunn, 536 shares; Mr. Vuono, 1,122 shares; and 14,286 shares held by the executive officers as a group.
(2)	Shares that are deemed to be beneficially owned by the individual by virtue of the individual’s right to acquire the shares upon the exercise of outstanding stock options within 60 days from March 1, 2010.
(3)	In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of the acquisition rights described above. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding at March 1, 2010.
(4)	Includes 96,770 shares owned by a charitable foundation of which Mr. Millard and his wife are the sole trustees, and as to which Mr. Millard disclaims beneficial ownership.
(5)	Includes 67,824 shares in trust, for the benefit of Mr. Washkowitz’s children, for which Mr. Washkowitz and his wife are co-trustees and as to which Mr. Washkowitz disclaims beneficial ownership.
*	Share ownership does not exceed one percent, including stock options exercisable within 60 days of March 1, 2010.

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THE EXCHANGE OFFER

General

L-3 hereby offers, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $1.0 billion aggregate principal amount of our 5.20% Senior Notes due 2019, which we refer to in this prospectus as the outstanding notes, for a like aggregate principal amount of our 5.20% Series B Senior Notes due 2019, which we refer to in this prospectus as the exchange notes, properly tendered on or prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to all of the outstanding notes.

As of the date of this prospectus, $1.0 billion aggregate principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about          2010, to all holders of outstanding notes known to L-3. L-3’s obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “Certain Conditions to the Exchange Offer” below. L-3 currently expects that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

We have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, under some circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use all commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act as promptly as practicable, but in no event later than 270 days after the closing date and to keep the exchange offer open for a period of not less than 20 business days. The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on October 2, 2009.

Under certain circumstances set forth in the registration rights agreement, we will use all commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes and keep the statement, effective for up to two years after the closing date.

If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay additional interest to holders of the outstanding notes.

Each holder of outstanding notes that wishes to exchange outstanding notes for freely transferable exchange notes in the exchange offer will be required to make the following representations:

•  the holder will have no arrangements or understanding with any person to participate in the distribution of the outstanding notes or the exchange notes within the meaning of the Securities Act;

•  the holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of L-3 or if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes; and

•  if the holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

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Resale of Exchange Notes

Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•  the holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

•  the exchange notes are acquired in the ordinary course of the holder’s business; and

•  the holder does not intend to participate in the distribution of the exchange notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

•  cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation or similar interpretive letters; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to the expiration date. We will issue $2,000 principal amount of exchange notes in exchange for each $2,000 principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional amounts upon our failure to fulfill our obligations under the registration rights agreement to file, and cause to be effective, a registration statement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes.

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $1.0 billion aggregate principal amount of the outstanding notes are outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits the holders have under the indenture relating to the outstanding notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

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We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to the holders. Under the terms of the registration rights agreement, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “— Certain Conditions to the Exchange Offer.”

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

The exchange offer will expire at 12:00 p.m., New York City time on          , 2010, unless in our sole discretion we extend it.

In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

•  to delay accepting for exchange any outstanding notes;

•  to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under “— Certain Conditions to the Exchange Offer” have not been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or

•  under the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination, or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holder of outstanding notes of the amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Certain Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any outstanding notes, and we may terminate the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange if in our reasonable judgment:

•  the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act, the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

•  the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC: or

•  any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

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In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•  the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution”; and

•  such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of the extension to their holders. During any such extensions, all notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, nonacceptance, or termination to the holders of the outstanding notes as promptly as practicable.

These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of this right. Each right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any outstanding notes, if at the time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act.

Procedures for Tendering

Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:

•  complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

•  comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

•  the exchange agent must receive the outstanding notes along with the accompanying letter of transmittal; or

•  the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message; or

•  the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” prior to the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

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The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or outstanding notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners’ behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its outstanding notes either:

•  make appropriate arrangements to register ownership of the outstanding notes in such owner’s name; or

•  obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the accompanying letter of transmittal; or

•  for the account of an eligible institution.

If the accompanying letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, the outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible institution must guarantee the signature on the bond power.

If the accompanying letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may instead of physically completing and signing the accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

•  DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

•  the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, that the participant has received and agrees to be bound by the notice of guaranteed delivery; and

•  the agreement may be enforced against that participant.

We will determine in our sole discretion all outstanding questions as to the validity, form, eligibility, including time or receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We

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also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed made until any defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•  outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent’s account at DTC; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By signing the accompanying letter of transmittal or authorizing the transmission of the agent’s message, each tendering holder of outstanding notes will represent or be deemed to have represented to us that, among other things:

•  any exchange notes that the holder receives will be acquired in the ordinary course of its business;

•  the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

•  if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

•  if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities that it will deliver a prospectus, as required by law, in connection with any resale of any exchange notes. See “Plan of Distribution”; and

•  the holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of ours or, if the holder is an affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the accompanying letter of transmittal or any other available required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date may tender if:

•  the tender is made through an eligible institution;

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•  prior to the expiration date, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message and notice of guaranteed delivery;

•  setting forth the name and address of the holder, the registered number(s) of the outstanding notes and the principal amount of outstanding notes tendered;

•  stating that the tender is being made thereby;

•  guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the accompanying letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the accompanying letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation and all other documents required by the accompanying letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tenders at any time prior to the expiration date.

For a withdrawal to be effective:

•  the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at one of the addresses set forth below under “— Exchange Agent”, or

•  holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

•  specify the name of the person who tendered the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the principal amount of the outstanding notes; and

•  where certificates for outstanding notes have been transmitted, specify the name in which the outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit:

•  the serial numbers of the particular certificates to be withdrawn; and

•  a signed notice of withdrawal with signatures guaranteed by an eligible institution unless the holder is an eligible institution.

If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of that facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, the outstanding notes will be credited to an account maintained with DTC for

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outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn, outstanding notes may be retendered by following one of the procedures described under “— Procedures for Tendering” above at any time on or prior to the expiration date.

Exchange Agent

The Bank of New York Mellon has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or for the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:

By Mail:	By Facsimile:	By Hand or Overnight Delivery:
The Bank of New York Mellon	The Bank of New York Mellon	The Bank of New York Mellon
Reorganization Unit	Reorganization Unit	Reorganization Unit
101 Barclay Street — 7 East	101 Barclay Street — 7 East	101 Barclay Street
New York, NY 10286	New York, NY 10286	Lobby Level — Corp. Trust Window
Attention:	Attention:	New York 10286
	Phone:	Attention:
	Confirm Receipt of Facsimile by telephone:

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offer. The expenses are estimated in the aggregate to be approximately $500,000. They include:

•  SEC registration fees;

•  fees and expenses of the exchange agent and trustee;

•  accounting and legal fees and printing costs; and

•  related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

•  tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

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If satisfactory evidence of payment of the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of the outstanding notes:

•  as set forth in the legend printed on the notes as a consequence of the issuance of the outstanding notes under the exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•  otherwise as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

•  cannot rely on the applicable interpretations of the SEC; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF THE NOTES

The outstanding notes were issued, and the exchange notes offered hereby will be issued, under an indenture among the Company, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The notes are subject to all such terms, and holders of the notes are referred to the indenture and the Trust Indenture Act for a statement thereof.

The following summary of the material provisions of the indenture describes the material terms of the indenture but does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the indenture, including the definitions of certain terms contained therein and those terms made part of the indenture by reference to the Trust Indenture Act. For definitions of certain capitalized terms used in the following summary, see “— Certain Definitions.”

For purposes of this summary, the term “Company” refers only to L-3 Communications Corporation and not to any of its Subsidiaries.

Brief Description of the Notes and the Subsidiary Guarantees

The notes:

•  will be unsecured senior obligations of the Company;

•  will be pari passu in right of payment with all existing and future senior Indebtedness of the Company, including Indebtedness outstanding under the Company’s existing revolving credit facility;

•  will be senior in right of payment to any existing and future subordinated Indebtedness of the Company, including the Company’s obligations under all of its outstanding 61/8% Senior Subordinated Notes due 2013, 61/8% Senior Subordinated Notes due 2014, 57/8% Senior Subordinated Notes due 2015, 63/8% Senior Subordinated Notes due 2015 and the obligations of the Company under its guarantee of Holdings’ Convertible Contingent Debt Securities due 2035 (collectively, the “Existing Senior Subordinated Notes”);

•  will be structurally subordinated to the current and future Indebtedness and other liabilities (including trade payables) of subsidiaries of the Company’s that do not guarantee the notes; and

•  will be unconditionally guaranteed by the Guarantors.

As of December 31, 2009, the Company had $4.15 billion in aggregate principal amount of Indebtedness outstanding, of which $1.0 billion was senior Indebtedness represented by the notes and $3.15 billion was our outstanding Existing Senior Subordinated Notes. In addition, the Company had the ability to borrow up to an additional $968 million (after reductions for outstanding letters of credit of $32 million) under the Company’s revolving credit facility, which if borrowed or drawn upon would be senior debt and would be guaranteed on a senior basis.

Each Subsidiary Guarantee:

•  will be an unsecured senior obligation of the Guarantor;

•  will be pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor, including the Guarantor’s guarantee of the Indebtedness outstanding under the Company’s existing revolving credit facility; and

•  will be senior in right of payment to all existing and future subordinated Indebtedness of that Guarantor, including that Guarantor’s guarantee of the Existing Senior Subordinated Notes.

In the event the Company’s existing revolving credit facility is required to be secured, each Subsidiary Guarantee will be effectively subordinated to the Guarantor’s guarantee of the Company’s existing revolving credit facility to the extent of the value of the collateral owned by that Guarantor, until such time, if any, as the Company’s existing revolving credit facility is no longer required to be secured.

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The Subsidiary Guarantees

The indenture provides that the Company’s payment obligations under the notes will be jointly and severally guaranteed (the “Subsidiary Guarantees”) by all of the Company’s current and future Domestic Subsidiaries that guarantee other Indebtedness of the Company. The obligations of each Guarantor under its Subsidiary Guarantee is limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Related to the Notes — The guarantees may be unenforceable due to fraudulent conveyance statutes, and accordingly, you could have no claim against the guarantors.” The Subsidiary Guarantee of each Guarantor may be effectively subordinated to its guarantee of amounts borrowed under the revolving credit facility to the extent of the value of the collateral securing those borrowings owned by such Guarantor if the revolving credit facility will require collateral.

Upon the release of all guarantees by a Guarantor under all then outstanding Indebtedness of the Company (other than the notes), the Subsidiary Guarantee of that Guarantor will automatically and unconditionally be released and discharged, without any further action required by such Guarantor or the trustee. If any former Guarantor thereafter guarantees any Indebtedness of the Company (other than the notes), then that former Guarantor (to the extent it is still a Domestic Subsidiary) will again guarantee the notes on the terms and conditions set forth in the indenture.

In addition, the Subsidiary Guarantee of any Guarantor will be automatically and unconditionally be released and discharged, without any further action required by such Guarantor or the trustee, if at any time such Guarantor is no longer a Domestic Subsidiary.

Principal, Maturity and Interest

The exchange notes will be limited to $1,000,000,000. The Company may from time to time, without notice to or the consent of the holders, create and issue additional notes having the same terms as, and ranking equally and ratably with, the notes in all respects (except for the issue date and, if applicable, the payment of interest accruing prior to the issue date of such additional notes and the first payment of interest following the issue date of such additional notes). Such additional notes will be consolidated and form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the notes, and will vote together as one class on all matters with respect to the notes.

The notes will mature on October 15, 2019. Interest on the notes will accrue at the rate of 5.20% per annum and will be payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2010, to holders of record on the immediately preceding April 1 and October 1, respectively.

Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional Redemption

The Company may, at its option, redeem the 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 the greater of:

•  100% of the principal amount of the notes being redeemed, and

•  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 30 basis points.

If the Company elects to redeem the notes, it will also pay accrued and unpaid interest (including Special Interest), if any, to the date of redemption, subject to the rights of holders of notes 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.

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For purposes of the foregoing discussion of the optional redemption feature of the notes, 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 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 trustee is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer ” means (A) Banc of America Securities LLC, 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”), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, 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 Trustee 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.

Mandatory Redemption

Except as set forth below under “— Repurchase at the Option of Holders Upon Change of Control Triggering Event,” the Company is not required to make any mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders Upon Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the notes as described above, each holder of notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple 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 and Special Interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of holders of notes 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 occurrence of a Change of Control Triggering Event, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on

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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 Company will 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.

On the Change of Control Payment Date, the Company will, to the extent lawful:

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

(2) 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

(3) 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 will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the trustee will 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 will be in a principal amount of $2,000 or an integral multiple 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 the indenture 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.

The provisions described above providing for the repurchase of notes at the option of the holders may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a “Change of Control” under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the capital structure of the Company or credit ratings of the notes. Restrictions on the ability of the Company to incur liens, enter into sale and leaseback transactions and consolidate, merge or sell assets are contained in the covenants as described below under “— Certain Covenants — Limitation on Liens,” “— Certain Covenants — Limitation on Sale and Leaseback Transactions” and “— Certain Covenants — Merger, Consolidation or Sale of Assets.” Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a Change of Control Triggering Event, the indenture does not contain any covenants or provisions that may afford holders protection in the event of a decline in the credit quality of the Company or a highly leveraged or similar transaction involving the Company.

The existing revolving credit facility may prohibit the Company, in certain circumstances, from purchasing any notes, and also provides that certain change of control events with respect to the Company constitute a default thereunder. Any future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing notes. In such case, the Company’s failure to purchase tendered notes would constitute an Event of Default under the indenture and under the documentation governing certain of our other Indebtedness, which would, in turn, constitute a default under the existing revolving credit facility. See “Risk Factors — Risks Related to the Notes — We may not be able to repurchase the notes upon a Change of Control Triggering Event.”

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The Company’s ability to pay cash to the holders of notes upon a purchase may be limited by the Company’s then-existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases.

The definition of Change of Control contains, with respect to the disposition of assets, the phrase “all or substantially all,” which varies according to the facts and circumstances of the subject transaction and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company and its Subsidiaries, and therefore it may be unclear as to whether a Change of Control has occurred and whether the holders have the right to require the Company to purchase the notes. In the event that the Company were to determine that a Change of Control did not occur because not “all or substantially all” of the assets of the Company and its Subsidiaries had been sold and the holders of the notes disagreed with such determination, the holders and/or the trustee would need to seek a judicial determination of the issue.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

“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;

(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 Holdings;

(3) the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

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

“Change of Control Triggering Event” means the 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 notes 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.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Company who (1) was a member of such board of directors on the Issue Date; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

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

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“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 replacement for such Rating Agency that is reasonably acceptable to the trustee under the indenture.

“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.

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis (or, in the case of notes issued in global form as discussed under “— Book-Entry, Delivery and Form,” based on a method that most nearly approximates a pro rata selection as the trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements.

No notes of $2,000 or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

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. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Limitation on Liens

The indenture provides that the Company will not, and will not permit any of its Wholly Owned Domestic Subsidiaries to, create, incur, assume or permit to exist any Lien (except Permitted Liens) on (1) any Principal Property or (2) the capital stock of any Subsidiary, in each case to secure Indebtedness of the Company, any Subsidiary of the Company or any other Person, unless the notes are secured, equally and ratably with such other Indebtedness (or on a senior basis if the obligations so secured are subordinated Indebtedness), for so long as such other Indebtedness is so secured. Any Lien that is granted to secure the notes under this covenant shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the notes under this covenant.

“Permitted Liens” means:

(1) Liens securing Indebtedness of the Company or any of its Subsidiaries, which Indebtedness exists on the Issue Date;

(2) Liens securing Indebtedness of any Person that (a) is acquired by the Company or any of its Subsidiaries after the Issue Date, (b) is merged or amalgamated with or into the Company or any of its Subsidiaries after the Issue Date or (c) becomes consolidated in the financial statements of the Company or any of its Subsidiaries after the Issue Date in accordance with GAAP; provided, however, that in each case contemplated by this clause (2), such Indebtedness was not incurred in contemplation of such acquisition, merger, amalgamation or consolidation and is only secured by Liens on the capital stock and assets of, the

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Person (and Subsidiaries of the Person) acquired by, or merged or amalgamated with or into, or consolidated in the financial statements of, the Company or any of its Subsidiaries;

(3) Liens securing Indebtedness (including assumed Indebtedness) of the Company or any of its Subsidiaries incurred to finance (whether prior to or within 365 days after) the acquisition, construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the capital stock of any Person owning such assets or through an acquisition of any such Person by merger); provided, however, that such Indebtedness is only secured by Liens on the capital stock and assets acquired, constructed or improved in connection with such financing (including the capital stock and assets of any Subsidiary of any such acquired Person);

(4) Liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Indebtedness secured by Liens referred to in clauses (1)-(3) above or clause (9) below or Liens created in connection with any amendment, consent or waiver relating to such Indebtedness, so long as such Lien is limited to all or part of substantially the same property which secured the Lien extended, renewed or replaced, the amount of Indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in connection with any extension, renewal, refinancing or refunding) and the Indebtedness so secured does not exceed the fair market value (as determined by the Company’s board of directors) of the assets subject to such Liens at the time of such extension, renewal, refinancing or refunding, or such amendment, consent or waiver, as the case may be;

(5) Liens to secure intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries;

(6) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit and reimbursement obligations with respect thereto issued to assure payment of such obligations);

(7) Liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees);

(8) Liens in favor of the trustee granted in accordance with the indenture; and

(9) other Liens, in addition to those permitted in clauses (1) through (8) above, securing Indebtedness having an aggregate principal amount (including all Indebtedness incurred pursuant to clause (4) above to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (9)), measured as of the date of the incurrence of any such Indebtedness (giving pro forma effect to the application of the proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred), taken together with the amount of all Attributable Debt of the Company and its Subsidiaries at that time outstanding relating to Sale and Leaseback Transactions permitted under the covenant described below under the caption “— Limitation on Sale and Leaseback Transactions,” not to exceed the greater of (a) 15% of the Company’s Consolidated Net Tangible Assets measured as of the date of the incurrence of any such Indebtedness (giving pro forma effect to the application of the proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) or (b) $1.5 billion.

For purposes of clause (9) of this definition of Permitted Liens, (a) with respect to any revolving credit facility secured by a Lien, the full amount of Indebtedness that may be borrowed thereunder will be deemed to be incurred at the time any revolving credit commitment thereunder is first extended or increased and will not be deemed to be incurred when such revolving credit facility is drawn upon and (b) if a Lien of the Company or any of its Wholly Owned Domestic Subsidiaries is granted to secure Indebtedness that was previously unsecured, such Indebtedness will be deemed to be incurred as of the date such Indebtedness is secured.

Limitation on Sale and Leaseback Transactions

The Company will not, and will not permit any of its Subsidiaries to, enter into any arrangement with any other Person pursuant to which the Company or any of its Subsidiaries leases any property that has been or is to be sold or

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transferred by the Company or the Subsidiary to such other Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction is permitted if the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased (without equally and ratably securing the notes) in an aggregate principal amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction.

In addition, the following Sale and Leaseback Transactions are not subject to the limitation above and the provisions described in “— Limitation on Liens” above:

(1) temporary leases for a term, including renewals at the option of the lessee, of not more than three years;

(2) leases between only the Company and a Subsidiary of the Company or only between Subsidiaries of the Company;

(3) leases where the proceeds from the sale of the subject property are at least equal to the fair market value (as determined in good faith by the Company) of the subject property and the Company applies an amount equal to the net proceeds of the sale to the retirement of long-term Indebtedness or to the purchase of other property or equipment used or useful in its business, within 270 days of the effective date of such sale; provided that in lieu of applying such amount to the retirement of long-term Indebtedness, the Company may deliver notes or other debt securities to the applicable trustee for cancellation; and

(4) leases of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of the subject property.

Merger, Consolidation or Sale of Assets

The indenture provides that the Company may not consolidate or merge with or into (whether or not the Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1) the Company is the surviving or continuing corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation, partnership, limited liability company, trust or other entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the registration rights agreement, the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee; and

(3) immediately after such transaction no Default or Event of Default exists.

In the case of any such consolidation, merger, sale, transfer or other conveyance in a transaction in which there is a successor Person, the successor Person will succeed to, and be substituted for, the Company under the indenture and, subject to the terms of the indenture, the Company will be released from the obligation to pay principal and interest on the notes and all obligations under the indenture.

Reports

The indenture provides that so long as any notes are outstanding, if the Company is subject to the periodic reporting requirements of the Exchange Act, the Company will file with the SEC, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports on Forms 10-Q and 10-K required to be filed by companies that are subject to the periodic reporting requirements of the Exchange Act; and

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(2) all current reports on Form 8-K required to be filed by companies that are subject to the periodic reporting requirements of the Exchange Act.

Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, if not filed on EDGAR, the Company will post a copy of each of the reports referred to in clauses (1) and (2) above on its website for public availability within the time periods specified for filing such reports with the SEC in the rules and regulations applicable to such reports.

If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the indenture requires that the Company will nevertheless continue to prepare the financial statements and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” substantially similar to that which would have been required to be included in each of the reports specified in clause (1) of the first paragraph of this covenant had the Company been subject to such Exchange Act reporting requirements (with all such financial statements prepared in accordance with Regulation S-X promulgated by the SEC and all such annual financial statements including a report thereon from the Company’s certified independent accountants) and post copies thereof to its website for public availability within the time periods that would have been applicable to filing such reports with the SEC in the rules and regulations applicable to such reports if the Company had been required to file those reports with the SEC; provided, however, that if the Company is no longer subject to the periodic reporting requirements of the Exchange Act, the Company will not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein).

In the event that any direct or indirect parent company of the Company guarantees the notes, the indenture permits the Company to satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.

In addition, the Company will furnish (or cause the trustee to furnish) to holders of notes, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

Future Subsidiary Guarantees

The Company’s payment obligations under the notes will be jointly and severally guaranteed by all of the Company’s existing and future Domestic Subsidiaries that guarantee any other Indebtedness of the Company. The indenture provides that if the Company or any of its Subsidiaries acquires or creates a Domestic Subsidiary after the Issue Date, and such Domestic Subsidiary guarantees any other Indebtedness of the Company, then such Domestic Subsidiary will become a Guarantor and will execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within thirty (30) business days of the date on which it was acquired or created. The Subsidiary Guarantee of each Guarantor will rank pari passu in right of payment with all senior Indebtedness of such Guarantor, which would include the guarantees of amounts borrowed under the Company’s existing revolving credit facility. The obligations of each Guarantor under its Subsidiary Guarantee will be limited so as not to constitute a fraudulent conveyance under applicable law.

The indenture provides that no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (except the Company or another Guarantor) unless:

(1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the trustee, under the notes and the indenture; and

(2) immediately after giving effect to such transaction, no Default or Event of Default exists.

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The indenture provides that in the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of stock of any Guarantor such that the Guarantor is no longer a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) will be automatically and unconditionally released and relieved of any obligations under its Subsidiary Guarantee, without any actions required on the part of the Guarantor or trustee.

The foregoing notwithstanding, a Guarantor will be automatically and unconditionally released and discharged from all of its obligations under the indenture and its Subsidiary Guarantee if such Guarantor is released from its guarantees of all other Indebtedness of the Company, without any actions required on the part of the Guarantor or trustee.

Events of Default and Remedies

The indenture provides that each of the following constitutes an Event of Default:

(1) default for 30 days in the payment when due of interest (including Special Interest, if any) on the notes;

(2) default in payment when due of the principal of or premium, if any, on the notes;

(3) failure by the Company to comply with the provisions described under the captions “— Repurchase at the Option of Holders Upon Change of Control Triggering Event” or “— Merger, Consolidation or Sale of Assets”;

(4) failure by the Company to comply with any of its other agreements in the indenture or the notes for 90 days after written notice is received by the Company from the trustee or by the Company and the trustee from the holders of at least 25% of the aggregate principal amount of notes then outstanding;

(5) 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 Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, 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 the maturity of which has been so accelerated, aggregates $100.0 million or more;

(6) failure by the Company 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;

(7) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and

(8) except as permitted by the indenture, any Subsidiary Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid.

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 notes may declare all the notes 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 Company, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes 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, including Special Interest, if any) if it determines that withholding notice is in their interest.

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The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the holders of all of the notes 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 principal, premium or interest (including Special Interest, if any) on the notes.

The Company is required to deliver to the trustee annually a statement regarding compliance with the indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary of the Company, as such, will have any liability for any obligations of the Company or any Subsidiary of the Company under the notes, the Subsidiary Guarantees or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, premium and interest (including Special Interest, if any) on such notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee under the indenture, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance (as defined below) provisions of the indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, all events (except those relating to non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium and interest (including Special Interest, if any) on the outstanding notes on the Stated Maturity thereof;

(2) in the case of Legal Defeasance, the Company shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that:

(a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

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(b) since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel confirms that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7) the Company must deliver to the trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the indenture. The Company is not required to transfer or exchange any note selected for redemption. Also, the Company is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The registered holder of a note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes (including consents obtained in connection with a tender offer or exchange offer for notes).

Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders Upon Change of Control Triggering Event”);

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(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of or premium and interest (including Special Interest) on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of or premium and Special Interest, if any, or interest on the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders Upon Change of Control Triggering Event”); or

(8) make any change in the foregoing amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any holder of notes, the Company and the trustee may amend or supplement the indenture or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of the Company’s obligations to holders of notes in the case of a merger or consolidation;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5) to secure the notes or to add additional guarantors;

(6) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or

(7) to conform the text of the indenture or the notes to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of the indenture, the Subsidiary Guarantees or the notes.

Concerning the Trustee

The indenture contains certain limitations on the rights of the trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that if an Event of Default occurs (which has not been cured), the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s affairs. Subject to such provisions, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder offers the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to L-3 Communications Corporation, 600 Third Avenue, New York, New York 10016, Attention: Vice President — Assistant General Counsel and Assistant Secretary.

Book-Entry, Delivery and Form

The exchange notes will be represented by one or more global notes in registered, global form without interest coupons (collectively, the “Global Exchange Note”). The Global Exchange Note initially will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

Except as set forth below, the Global Exchange Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Exchange Notes may not be exchanged for Exchange Notes in certificated form except in the limited circumstances described below. See “— Exchange of Book-Entry Notes for Certificated Notes.” In addition, transfer of beneficial interests in the Global Exchange Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

The notes may be presented for registration of transfer and exchange at the offices of the registrar.

Except as set forth below, the Global Exchange Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Depository Procedures

The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

(1) upon deposit of the Global Exchange Notes, DTC will credit the accounts of the Participants with portions of the principal amount of the Global Exchange Notes; and

(2) ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Exchange Notes).

Investors in the Global Exchange Note may hold their interests therein directly through DTC, if they are Participants in such system, or indirectly through organizations (including Euroclear and Clearstream) that are Participants in such system. All interests in a Global Exchange Note, including those held through Euroclear or

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Clearstream, may be subject to the procedures and requirements of DTC. Those interests held by Euroclear or Clearstream may also be subject to the procedures and requirements of such system.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interest in a Global Exchange Note to such persons may be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants and certain banks, the ability of a person having a beneficial interest in a Global Exchange Note to pledge such interest to persons or entities that do not participate in DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of physical certificate evidencing such interests. For certain other restrictions on the transferability of the Notes see, “— Exchange of Book-Entry Notes for Certificated Notes.”

Except as described below, owners of interests in the Global Exchange Notes will not have Notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or Holders thereof under the Indenture for any purpose.

Payments in respect of the principal and premium and Special Interest, if any, and interest on a Global Exchange Note registered in the name of DTC or its nominee will be payable by the Trustee to DTC or its nominee in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the persons in whose names the exchange notes, including the Global Exchange Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Exchange Notes, or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Exchange Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practices, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amount of beneficial interests in the relevant security such as the Global Exchange Notes as shown on the records of DTC. Payments by Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or its Participants in identifying the beneficial owners of the exchange notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the exchange notes for all purposes.

Except for trades involving only Euroclear and Clearstream participants, interests in the Global Exchange Notes will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will, therefore, settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the exchange notes described herein, crossmarket transfers between Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or

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Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Exchange Note in DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the Depositaries for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of exchange notes only at the direction of one or more Participants to whose account DTC interests in the Global Exchange Notes are credited and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange Global Exchange Notes for legended exchange notes in certificated form, and to distribute such exchange notes to its Participants.

The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Exchange Note among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the initial purchasers or the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Book-Entry Notes for Certificated Notes

A Global Exchange Note is exchangeable for definitive exchange notes in registered certificated form if:

(1) DTC (A) notifies the Company that it is unwilling or unable to continue as depository for the Global Exchange Note and the Company thereupon fails to appoint a successor depository or (B) has ceased to be a clearing agency registered under the Exchange Act; or

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause issuance of the exchange notes in certificated form.

In addition, beneficial interests in a Global Exchange Note may be exchanged for certificated exchange notes upon request but only upon at least 20 days prior written notice given to the Trustee by or on behalf of DTC in accordance with customary procedures. In all cases, certificated exchange notes delivered in exchange for any Global Exchange Note or beneficial interest therein will be registered in names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures).

Certificated Notes

Subject to certain conditions, any person having a beneficial interest in the Global Exchange Note may, upon request to the Trustee, exchange such beneficial interest for exchange notes in the form of certificated exchange notes. Upon any such issuance, the Trustee is required to register such certificated exchange notes in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). In addition, if (i) the Company notifies the Trustee in writing that DTC is no longer willing or able to act as a depository and the Company is unable to locate a qualified successor within 90 days or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of exchange notes in the form of certificated exchange notes under the Indenture, then, upon surrender by the Global Exchange Note Holder of its Global Note, Notes in such form will be issued to each person that the Global Exchange Note Holder and DTC identify as being the beneficial owner of the related exchange notes.

Neither the Company nor the Trustee will be liable for any delay by the Global Exchange Note Holder or DTC in identifying the beneficial owners of Exchange Notes and the Company and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Exchange Note Holder or DTC for all purposes.

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Same Day Settlement and Payment

The Company will make payments in respect of the Global Exchange Notes, including principal, premium, if any, and interest and Special Interest, if any, by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Company will make all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Exchange Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Registration Rights; Special Interest

The Company, the Guarantors and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, the Company and the Guarantors agreed to file with the SEC the Exchange Offer Registration Statement (as defined in the registration rights agreement) on the appropriate form under the Securities Act with respect to the exchange notes (as defined in the registration rights agreement). Upon the effectiveness of the Exchange Offer Registration Statement, the Company will offer to the holders of Transfer Restricted Securities who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for exchange notes (the “Exchange Offer”). If:

(1) the Company and the Guarantors are not required to file the Exchange Offer Registration Statement or permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or

(2) any holder of Transfer Restricted Securities notifies the Company prior to the 20th day following consummation of the Exchange Offer that:

(a) it is prohibited by law or SEC policy from participating in the Exchange Offer; or

(b) it may not resell the exchange notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c) it is a broker-dealer and owns notes acquired directly from the Company or an affiliate of the Company,

the Company and the Guarantors will file with the SEC a shelf registration statement to cover resales of the notes (a “Shelf Registration Statement”) by the holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. The Company and the Guarantors will use commercially reasonable efforts to cause the applicable registration statement to be declared effective as promptly as possible by the SEC.

For purposes of the foregoing, “Transfer Restricted Securities” means each note until:

(1) the date on which such note has been exchanged by a person other than a broker-dealer for an exchange note in the Exchange Offer;

(2) following the exchange by a broker-dealer in the Exchange Offer of a note for an exchange note, the date on which such exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement;

(3) the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or

(4) the date on which such note is distributed to the public pursuant to Rule 144 under the Act.

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The registration rights agreement provides that:

(1) the Company and the Guarantors will file an Exchange Offer Registration Statement with the SEC on or prior to 180 days after the Issue Date;

(2) the Company and the Guarantors will use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 270 days after the Issue Date;

(3) unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Company and the Guarantors will commence the Exchange Offer and use all commercially reasonable efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, exchange notes in exchange for all notes tendered prior thereto in the Exchange Offer; and

(4) if obligated to file the Shelf Registration Statement, the Company and the Guarantors will use commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to 30 days after such filing obligation arises and to use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 90 days after such obligation arises.

If:

(a) the Company and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified above for such filing;

(b) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”);

(c) the Company and the Guarantors fail to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(d) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases, subject to certain exceptions, to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (a) through (d) above a “Registration Default”),

then the Company will pay Special Interest to each holder of outstanding notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default, in an amount equal to 0.25% per annum of the principal amount of outstanding notes held by such holder. The amount of the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of 0.5% per annum of the principal amount of notes.

All accrued Special Interest will be paid by the Company and the Guarantors on each Special Interest Payment Date (as defined in the registration rights agreement) to the Global Note holder by wire transfer of immediately available funds or by federal funds check and to holders of certificated outstanding notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all Registration Defaults, the accrual of Special Interest will cease.

Holders of outstanding notes will be required to make certain representations to the Company and the Guarantors (as described in the registration rights agreement) in order to participate in the Exchange Offer and will be required to deliver information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their outstanding notes included in the Shelf Registration Statement and benefit from the provisions regarding Special Interest set forth above.

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Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Attributable Debt ” in respect of a Sale and Leaseback Transaction means, at any time of determination, the present value at that time of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Consolidated Net Tangible Assets” of any Person as of any date means the total assets of such Person and its Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of such Person and its Subsidiaries is available as of that date, minus all current liabilities of such Person and its Subsidiaries reflected on such balance sheet and minus total goodwill and other intangible assets of such Person and its Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance with GAAP.

“Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Domestic Subsidiary” means a Subsidiary of the Company (other than an Immaterial Subsidiary) that is organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof.

“Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which were in effect on the Issue Date.

“Guarantors” means each Domestic Subsidiary of the Company that executes a Subsidiary Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns.

“Holdings ” means L-3 Communications Holdings, Inc., a Delaware corporation.

“Immaterial Subsidiary” means, as of any date, any Subsidiary whose total assets, as of that date, are less than $20.0 million and whose total revenues for the most recent 12-month period do not exceed $20.0 million.

“Indebtedness” means, with respect to any Person, obligations of such Person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments). For the avoidance of doubt, bankers’ acceptances and obligations of a Person under currency exchange or interest rate swap agreements (or other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or interest rates) are not Indebtedness.

“Issue Date” means October 2, 2009.

“Lien” means any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principal Property” means any building, structure or other facility located within the United States (other than its territories and possessions) and owned by the Company or any Wholly Owned Domestic Subsidiary, the book value of which is not less than 0.5% of the Company’s Consolidated Net Tangible Assets. For purposes of this definition, book value will be measured at the time the relevant Lien is being created or, in the case of any Lien

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incurred pursuant to clause (9) under “— Limitation on Liens,” at the time the relevant secured Indebtedness is deemed to be incurred.

The term “Principal Property,” as defined above, will not include any of the assets of our Subsidiaries that are not Wholly Owned Domestic Subsidiaries, and will also not include many of our domestic buildings, structures and other facilities, since many of those buildings, structures and facilities do not meet the minimum book value threshold specified in the definition.

“SEC ” means the United States Securities Exchange Commission.

“Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” within the meaning of Rule 405 under the Securities Act.

“Special Interest ” means all additional interest then owing pursuant to the registration rights agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary ” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Wholly Owned Domestic Subsidiary” means, with respect to any Person, any Domestic Subsidiary of such Person, the capital stock of which is 100% owned and controlled, directly or indirectly through one or more other Wholly Owned Domestic Subsidiaries, by such Person.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

Exchange of Notes

The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer and so notifies L-3, or causes L-3 to be so notified in writing, L-3 has agreed that for a period of 210 days after the date of this prospectus, it will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the outstanding notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

By its acceptance of the exchange offer, any broker-dealer that receives exchange notes pursuant to the exchange offer hereby agrees to notify L-3 prior to using the prospectus in connection with the sale or transfer of exchange notes, and acknowledges and agrees that, upon receipt of notice from L-3 of the happening of any event which makes any statement in this prospectus untrue in any material respect or which requires the making of any changes in this prospectus in order to make the statements therein not misleading or which may impose upon L-3 disclosure obligations that may have a material adverse effect on L-3 (which notice L-3 agrees to deliver promptly to such broker-dealer) such broker-dealer will suspend use of this prospectus until L-3 has notified such broker-dealer that delivery of this prospectus may resume and has furnished copies of any amendment or supplement to this prospectus to such broker-dealer.

151

LEGAL MATTERS

The validity of the exchange notes offered by this prospectus will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

The consolidated financial statements of L-3 Holdings and L-3 Communications as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) as of December 31, 2009 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

152

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007.

	Page
	No.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008	F-3
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007	F-4
Consolidated Statements of Equity for the years ended December 31, 2009, 2008 and 2007	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of L-3 Communications Holdings, Inc. and L-3 Communications Corporation:

In our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of L-3 Communications Holdings, Inc. and L-3 Communications Corporation and its subsidiaries (collectively, the “Company”) at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audits of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York

February 26, 2010

F-2

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

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	1,016		$	867
Billed receivables, net of allowances of $32 in 2009 and $26 in 2008		1,149			1,226
Contracts in process		2,377			2,267
Inventories		239			259
Deferred income taxes		247			211
Other current assets		123			131
Total current assets		5,151			4,961
Property, plant and equipment, net		854			821
Goodwill		8,190			8,029
Identifiable intangible assets		377			417
Deferred debt issue costs		47			44
Other assets		194			212
Total assets	$	14,813		$	14,484
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, trade	$	464		$	602
Accrued employment costs		642			700
Accrued expenses		482			479
Advance payments and billings in excess of costs incurred		521			530
Income taxes		10			45
Other current liabilities		363			351
Total current liabilities		2,482			2,707
Pension and postretirement benefits		817			802
Deferred income taxes		272			127
Other liabilities		470			414
Long-term debt		4,112			4,493
Total liabilities		8,153			8,543
Commitments and contingencies (see Note 19)
Equity:
L-3 shareholders’ equity:
L-3 Communications Holdings, Inc’s common stock: $.01 par value; 300,000,000 shares authorized, 115,353,546 shares outstanding at December 31, 2009 and 118,633,746 shares outstanding at December 31, 2008 (L-3 Communications Corporation’s common stock: $.01 par value, 100 shares authorized, issued and outstanding)		4,449			4,136
L-3 Communications Holdings, Inc’s treasury stock (at cost), 21,040,541 shares at December 31, 2009 and 13,995,450 shares at December 31, 2008		(1,824	)		(1,319	)
Retained earnings		4,108			3,373
Accumulated other comprehensive loss		(166	)		(332	)
Total L-3 shareholders’ equity		6,567			5,858
Noncontrolling interests		93			83
Total equity		6,660			5,941
Total liabilities and equity	$	14,813		$	14,484

See notes to consolidated financial statements.

F-3

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

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Year Ended December 31,
	2009		2008		2007
Net sales:
Products	$	7,516	$	7,130	$	6,572
Services		8,099		7,771		7,389
Total net sales		15,615		14,901		13,961
Cost of sales:
Products		6,671		6,380		5,844
Services		7,288		6,962		6,669
Total cost of sales		13,959		13,342		12,513
Litigation gain		—		126		—
Operating income		1,656		1,685		1,448
Interest and other income, net		19		28		31
Interest expense		279		290		314
Debt retirement charge		10		—		—
Income from continuing operations before income taxes		1,386		1,423		1,165
Provision for income taxes		475		494		411
Income from continuing operations		911		929		754
Gain on sale of a business, net of income taxes of $13 million		—		20		—
Net income	$	911	$	949	$	754
Less: Net income attributable to noncontrolling interests		10		11		9
Net income attributable to L-3	$	901	$	938	$	745
Less: Net income allocable to participating securities		8		9		5
Net income allocable to L-3 Holdings’ common shareholders	$	893	$	929	$	740
Earnings per share allocable to L-3 Holdings’ common shareholders:
Basic:
Income from continuing operations	$	7.65	$	7.50	$	5.92
Gain on sale of a business, net of income taxes		—		0.17		—
Net income	$	7.65	$	7.67	$	5.92
Diluted:
Income from continuing operations	$	7.61	$	7.43	$	5.86
Gain on sale of a business, net of income taxes		—		0.16		—
Net income	$	7.61	$	7.59	$	5.86
L-3 Holdings’ weighted average common shares outstanding:
Basic		116.8		121.2		124.9
Diluted		117.4		122.4		126.2

See notes to consolidated financial statements.

F-4

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

CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2009, 2008 and 2007
(in millions, except per share data)

	L-3 Holdings’														Accumulated
	Common Stock					Additional									Other
	Shares			Par		Paid-in			Treasury			Retained			Comprehensive			Noncontrolling			Total
	Issued			Value		Capital			Stock			Earnings			(Loss) Income			Interests			Equity
Balance at December 31, 2006		125.2		$	1	$	3,465		$	(25	)	$	1,963		$	(49	)	$	84		$	5,439
Measurement date change for retirement benefit plans													(4	)		39						35
Cumulative effect adjustment for uncertain income tax positions													4									4
Comprehensive income:
Net income													745						9			754
Pension and postretirement benefit plans:
Net gain arising during the period, net of income taxes of $10																18						18
Net prior service cost arising during the period, net of income taxes of $1																(2	)					(2	)
Amortization of net loss previously recognized, net of income taxes of $5																9						9
Amortization of prior service cost (credit) previously recognized, net of income taxes of $1																(1	)					(1	)
Foreign currency translation adjustment																135						135
Unrealized gains on hedging instruments, net of income taxes of $3																4						4
Total comprehensive income																						917
Distributions to noncontrolling interests																			(6	)		(6	)
Cash dividends paid on common stock ($1.00 per share)													(126	)								(126	)
Shares issued:
Employee savings plans		1.3					125															125
Exercise of stock options		1.6					112															112
Employee stock purchase plan		0.8					65															65
Stock-based compensation expense							53															53
Treasury stock purchased		(5.2	)							(500	)											(500	)
Other		0.5					(4	)														(4	)
Balance at December 31, 2007		124.2			1		3,816			(525	)		2,582			153			87			6,114
Comprehensive income:
Net income													938						11			949
Pension and postretirement benefit plans:
Net loss arising during the period, net of income taxes of $174																(271	)					(271	)
Net prior service cost arising during the period, net of income taxes of $1																(1	)					(1	)
Amortization of net loss previously recognized, net of income taxes of $2																3						3
Foreign currency translation adjustment																(222	)					(222	)
Unrealized gains on hedging instruments, net of income taxes of $4																6						6
Total comprehensive income																						464
Distributions to noncontrolling interests																			(12	)		(12	)
Derecognition of noncontrolling interest																			(3	)		(3	)
Cash dividends paid on common stock ($1.20 per share)													(147	)								(147	)
Shares issued:
Employee savings plans		1.5					141															141
Exercise of stock options		0.7					51															51
Employee stock purchase plan		0.8					69															69
Stock-based compensation expense							64															64
Treasury stock purchased		(8.5	)							(794	)											(794	)
Other		(0.1	)				(6	)														(6	)
Balance at December 31, 2008		118.6			1		4,135			(1,319	)		3,373			(332	)		83			5,941
Comprehensive income:
Net income													901						10			911
Pension and postretirement benefit plans:
Net gain arising during the period, net of income taxes of $13																19						19
Net prior service cost arising during the period, net of income taxes of $1																(1	)					(1	)
Amortization of net loss previously recognized, net of income taxes of $20																30						30
Amortization of prior service cost (credit) previously recognized, net of income taxes of $1																1						1
Foreign currency translation adjustment																117						117
Total comprehensive income																						1,077
Distributions to noncontrolling interests																			(8	)		(8	)
Recognition of noncontrolling interest in a consolidated subsidiary																			8			8
Cash dividends paid on common stock ($1.40 per share)													(165	)								(165	)
Shares issued:
Employee savings plans		2.0					139															139
Exercise of stock options		0.5					28															28
Employee stock purchase plan		1.1					70															70
Stock-based compensation expense							74															74
Treasury stock purchased		(7.0	)							(505	)											(505	)
Other		0.2					2						(1	)								1
Balance at December 31, 2009		115.4		$	1	$	4,448		$	(1,824	)	$	4,108		$	(166	)	$	93		$	6,660

See notes to consolidated financial statements.

F-5

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2009			2008			2007
Operating activities:
Net income	$	911		$	949		$	754
Depreciation of property, plant and equipment		158			152			150
Amortization of intangibles and other assets		60			54			57
Deferred income tax provision		74			153			106
Stock-based employee compensation expense		74			64			53
Contributions to employee savings plans in L-3 Holdings’ common stock		139			141			125
Amortization of pension and postretirement benefit plans net loss and prior service cost		52			5			12
Amortization of bond discounts (included in interest expense)		23			21			20
Amortization of deferred debt issue costs (included in interest expense)		11			11			10
Gain on sale of a business		—			(20	)		—
Impairment charge		—			28			—
Gain on sale of a product line		—			(12	)		—
Other non-cash items		(3	)		(6	)		(4	)
Subtotal		1,499			1,540			1,283
Changes in operating assets and liabilities, excluding acquired and divested amounts:
Billed receivables		107			49			(51	)
Contracts in process		(79	)		(162	)		(188	)
Inventories		14			(25	)		4
Accounts payable, trade		(118	)		31			90
Accrued employment costs		(59	)		66			51
Accrued expenses		(39	)		81			65
Advance payments and billings in excess of costs incurred		(15	)		101			(2	)
Income taxes		27			(2	)		116
Excess income tax benefits related to share-based payment arrangements		(4	)		(10	)		(17	)
Other current liabilities		9			(128	)		(9	)
Pension and postretirement benefits		43			(81	)		(10	)
All other operating activities		22			(73	)		(62	)
Subtotal		(92	)		(153	)		(13	)
Net cash from operating activities		1,407			1,387			1,270
Investing activities:
Business acquisitions, net of cash acquired		(90	)		(283	)		(235	)
Proceeds from sale of a business and product lines		—			63			—
Capital expenditures		(186	)		(218	)		(157	)
Dispositions of property, plant and equipment		4			15			8
Other investing activities		—			(9	)		(4	)
Net cash used in investing activities		(272	)		(432	)		(388	)
Financing activities:
Proceeds from sale of senior notes		996			—			—
Repayment of borrowings under term loan facility		(650	)		—			—
Redemption of senior subordinated notes		(750	)		—			—
Common stock repurchased		(505	)		(794	)		(500	)
Cash dividends paid on L-3 Holdings’ common stock		(165	)		(147	)		(126	)
Proceeds from exercise of stock options		24			40			89
Proceeds from employee stock purchase plan		70			69			65
Debt issue costs		(22	)		—			—
Excess income tax benefits related to share-based payment arrangements		4			10			17
Other financing activities		(7	)		(18	)		(9	)
Net cash used in financing activities		(1,005	)		(840	)		(464	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		19			(28	)		14
Net increase in cash and cash equivalents		149			87			432
Cash and cash equivalents, beginning of the year		867			780			348
Cash and cash equivalents, end of the year	$	1,016		$	867		$	780

See notes to consolidated financial statements.

F-6

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Description of Business

L-3 Communications Holdings, Inc. derives all of its operating income and cash flows from its wholly-owned subsidiary, L-3 Communications Corporation (L-3 Communications). L-3 Communications Holdings, Inc. (L-3 Holdings and, together with its subsidiaries, referred to herein as L-3 or the Company) is a prime system contractor in aircraft modernization and maintenance, Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (C³ISR) systems, and government services. L-3 is also a leading provider of high technology products, subsystems and systems. The Company’s customers include the United States (U.S.) Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS), U.S. Department of Justice (DoJ), allied foreign governments, domestic and foreign commercial customers and select other U.S. federal, state and local government agencies.

The Company has the following four reportable segments: (1) C³ISR, (2) Government Services, (3) Aircraft Modernization and Maintenance (AM&M), and (4) Electronic Systems (previously named Specialized Products). During the 2009 fourth quarter, the Company renamed the Specialized Products reportable segment Electronic Systems to better describe the nature of the segment’s businesses. Financial information with respect to each of the Company’s reportable segments is included in Note 22. C³ISR provides products and services for the global ISR market, C³ systems, networked communications systems and secure communications products. The Company believes that these products and services are critical elements for a substantial number of major command, control and communication, intelligence gathering and space systems. These products and services are used to connect a variety of airborne, space, ground and sea-based communication systems and are used in the transmission, processing, recording, monitoring, and dissemination functions of these communication systems. Government Services provides a full range of engineering, technical, analytical, information technology (IT), advisory, training, logistics and support services to the DoD, DoS, DoJ, and U.S. Government intelligence agencies and allied foreign governments. AM&M provides modernization, upgrades and sustainment, maintenance and logistics support services for military and various government aircraft and other platforms. The Company sells these services primarily to the DoD, the Canadian Department of National Defense and other allied foreign governments. Electronic Systems provides a broad range of products and services, including components, products, subsystems, systems, and related services to military and commercial customers in several niche markets across several business areas, including power & control systems, electro-optic/infrared (EO/IR), microwave, simulation & training, precision engagement, aviation products, security & detection, propulsion systems, displays, telemetry & advanced technology, undersea warfare, and marine services.

2.   Summary of Significant Accounting Policies

Basis of Presentation: The accompanying financial statements comprise the consolidated financial statements of L-3 Holdings and L-3 Communications. L-3 Holdings’ only asset is its investment in the common stock of L-3 Communications, its wholly-owned subsidiary, and its only obligations are (1) the 3% Convertible Contingent Debt Securities (CODES) due 2035, which were issued by L-3 Holdings on July 29, 2005, (2) its guarantee of borrowings under the Revolving Credit Facility of L-3 Communications and (3) its guarantee of other contractual obligations of L-3 Communications and its subsidiaries. L-3 Holdings’ obligations relating to the CODES have been jointly, severally, fully and unconditionally guaranteed by L-3 Communications and certain of its wholly-owned domestic subsidiaries. Accordingly, such debt has been reflected as debt of L-3 Communications in its consolidated financial statements in accordance with the accounting standards for pushdown accounting. All issuances of and conversions into L-3 Holdings’ equity securities, including grants of stock options, restricted stock, restricted stock units and performance units by L-3 Holdings to employees and directors of L-3 Communications and its subsidiaries, have been reflected in the consolidated financial statements of L-3 Communications. As a result, the consolidated financial positions, results of operations and cash flows of L-3 Holdings and L-3 Communications are substantially

F-7

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

the same. See Note 24 for additional information regarding the audited financial information of L-3 Communications and its subsidiaries.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and costs of sales during the reporting period. The most significant of these estimates and assumptions relate to contract revenue, profit and loss recognition, fair values of assets acquired and liabilities assumed in business combinations, market values for inventories reported at lower of cost or market, pension and post-retirement benefit obligations, stock-based employee compensation expense, income taxes, including the valuations of deferred tax assets, litigation reserves and environmental obligations, accrued product warranty costs, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Actual amounts will differ from these estimates and could differ materially.

During the quarter ended March 27, 2009, the Company revised its reportable segment presentations to conform to certain re-alignments in the Company’s management and organization structure. Consequently, the Company made certain reclassifications between its C³ISR, Government Services, and AM&M reportable segments. See Note 22 for the prior period amounts reclassified between reportable segments.

Certain reclassifications have been made to conform prior-year amounts to the current-year presentation.

Principles of Consolidation: The consolidated financial statements of the Company include all wholly-owned and majority-owned subsidiaries. All significant intercompany transactions are eliminated in consolidation. Investments in equity securities, joint ventures and limited liability corporations over which the Company has significant influence but does not have voting control are accounted for using the equity method. Investments over which the Company does not have significant influence are accounted for using the cost method.

Revenue Recognition: The majority of the Company’s contracts are generally fixed price, cost-plus or time-and-material type contracts. Depending on the type of contract, sales and profits are recognized based on: (1) a Percentage-of-Completion (POC) method of accounting, (2) allowable costs incurred plus the estimated profit on those costs (cost-plus), or (3) direct labor hours expended multiplied by the contractual fixed rate per hour plus incurred costs for material (time-and-material).

Sales and profits on fixed-price type contracts that are covered by contract accounting standards are substantially recognized using POC methods of accounting. Sales and profits on fixed-price production contracts under which units are produced and delivered in a continuous or sequential process are recorded as units are delivered based on their contractual selling prices (the “units-of-delivery” method). Sales and profits on each fixed-price production contract under which units are not produced and delivered in a continuous or sequential process, or under which a relatively few number of units are produced, are recorded based on the ratio of actual cumulative costs incurred to the total estimated costs at completion of the contract, multiplied by the total estimated contract revenue, less cumulative sales recognized in prior periods (the “cost-to-cost” method). Under both POC methods of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. Losses on contracts are recognized in the period in which they become evident. The impact of revisions of contract estimates, which may result from contract modifications, performance or other reasons, are recognized on a cumulative catch-up basis in the period in which the revisions are made.

Sales and profits on cost-plus type contracts that are covered by contract accounting standards are recognized as allowable costs are incurred on the contract, at an amount equal to the allowable costs plus the estimated profit on

F-8

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

those costs. The estimated profit on a cost-plus type contract is fixed or variable based on the contractual fee arrangement. Incentive and award fees are the primary variable fee contractual arrangements. Incentive and award fees on cost-plus type contracts are included as an element of total estimated contract revenues and are recorded to sales when a basis exists for the reasonable prediction of performance in relation to established contractual targets and the Company is able to make reasonably dependable estimates for them.

Sales and profits on time-and-material type contracts are recognized on the basis of direct labor hours expended multiplied by the contractual fixed rate per hour, plus the actual costs of materials and other direct non-labor costs.

Sales on arrangements for (1) fixed-price type contracts that require us to perform services that are not related to the production of tangible assets (Fixed-Price Service Contracts) and (2) certain commercial customers are recognized in accordance with revenue recognition accounting standards for revenue arrangements with commercial customers. Sales for the Company’s businesses whose customers are primarily commercial business enterprises are substantially all generated from single element revenue arrangements. Sales are recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been performed, the selling price to the buyer is fixed or determinable and collectability is reasonably assured. Sales for Fixed-Price Service Contracts that do not contain measurable units of work performed are generally recognized on a straight-line basis over the contractual service period, unless evidence suggests that the revenue is earned, or obligations fulfilled, in a different manner. Sales for Fixed-Price Service Contracts that contain measurable units of work performed are generally recognized when the units of work are completed. Sales and profit on cost-plus and time-and-material type contracts to perform services are recognized in the same manner as those within the scope of contract accounting standards, except for incentive and award fees. Cost-based incentive fees are recognized when they are realizable in the amount that would be due under the contractual termination provisions as if the contract was terminated. Performance based incentive fees and award fees are recorded as sales when awarded by the customer.

Sales and profit in connection with contracts to provide services to the U.S. Government that contain collection risk because the contracts are incrementally funded and subject to the availability of funds appropriated, are deferred until a contract modification is obtained, indicating that adequate funds are available to the contract or task order.

Research and Development: Independent research and development (IRAD) costs sponsored by the Company and bid and proposal (B&P) costs relate to both U.S. Government products and services and those for commercial and international customers. The IRAD and B&P costs for the Company’s businesses that are U.S. Government contractors are recoverable indirect contract costs that are allocated to our U.S. Government contracts in accordance with U.S. Government procurement regulations, and are specifically excluded from research and development accounting standards. The Company includes IRAD and B&P costs allocated to U.S. Government contracts in inventoried contract costs, and charges them to costs of sales when the related contract sales are recognized as revenue. Research and development costs for the Company’s businesses that are not U.S. Government contractors are accounted for in accordance with research and development accounting standards and are expensed as incurred to cost of sales.

Customer-funded research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer specifications. These costs are not accounted for as research and development expenses, and are also not indirect contract costs. Instead, these costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are performed. Customer-funded research and development costs are substantially all incurred under cost-plus type contracts with the U.S. Government.

F-9

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Computer Software Costs: The Company’s software development costs for computer software products to be sold, leased or marketed that are incurred after establishing technological feasibility for the computer software products are capitalized as other assets and amortized on a product by product basis using the amount that is the greater of the straight-line method over the useful life or the ratio of current revenues to total estimated revenues. Substantially all of the capitalized software development costs pertain to the Company’s commercial aviation businesses. Capitalized software development costs, net of accumulated amortization, was $48 million at December 31, 2009 and $47 million at December 31, 2008, respectively, and is included in Other Assets on the Consolidated Balance Sheets. Amortization expense for capitalized software development costs was $8 million for 2009, $8 million for 2008, and $6 million for 2007. The Company recorded a non-cash impairment charge of $28 million relating to a write-down of capitalized software development costs associated with a general aviation product line in the second quarter of 2008, which is recorded in cost of sales for products in the Consolidated Statement of Operations.

Product Warranties: Product warranty costs are accrued when revenue is recognized for the covered products. Product warranty expense is recognized based on the terms of the product warranty and the related estimated costs. Accrued warranty costs are reduced as product warranty costs are incurred.

The table below presents the changes in the Company’s accrued product warranty costs.

	Year Ended December 31,
	2009			2008
	(in millions)
Accrued product warranty costs(1):
Balance at January 1	$	102		$	98
Acquisitions during this period		—			5
Accruals for product warranties issued during the period		51			44
Changes to accruals for product warranties existing before January 1		2			2
Foreign currency translation adjustments		2			(3	)
Settlements made during the period		(58	)		(44	)
Balance at December 31	$	99		$	102

⁽¹⁾ Warranty obligations incurred in connection with long-term production contracts that are accounted for under the POC cost-to-cost method are included within the contract estimates at completion (EACs) and are excluded from these amounts. The balance at December 31 includes both long-term and short-term amounts.

Deferred Debt Issue Costs: Costs to issue debt are capitalized and deferred when incurred, and subsequently amortized to interest expense over the term of the related debt using the effective interest rate method.

Stock-Based Compensation: The Company follows the fair value based method of accounting for stock-based employee compensation, which requires the Company to expense all stock-based employee compensation. Stock-based employee compensation is primarily a non-cash expense because the Company settles these obligations by issuing shares of L-3 Holdings common stock instead of settling such obligations with cash payments, except for certain performance unit awards that are payable in cash.

Compensation expense for all restricted stock, restricted stock unit and stock option awards is recognized on a straight-line basis over the requisite service period for the entire award based on the grant date fair value. All of the stock options granted to employees by the Company are non-qualified stock options under U.S. income tax regulations. Compensation expense for performance units payable in L-3 Holdings common stock are based on the fair value of the units at the grant date (measurement date), adjusted each reporting period for progress towards the target award, and recognized on a straight line basis over the requisite service period. Compensation expense for

F-10

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

performance units that are payable in cash is based on a binomial valuation technique (the Monte Carlo valuation model) adjusted for historical performance each reporting period and recognized on a straight-line basis over the requisite service period.

Income Taxes: The Company provides for income taxes using the liability method. Deferred income tax assets and liabilities reflect tax carryforwards and the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes, as determined under enacted tax laws and rates. The effect of changes in tax laws or rates is accounted for in the period of enactment. Valuation allowances for deferred tax assets are provided when it is more likely than not that the assets will not be realized, considering, when appropriate, tax planning strategies.

Income tax accounting standards prescribe (1) a minimum recognition threshold that an income tax benefit arising from an uncertain income tax position taken, or expected to be taken, on an income tax return is required to meet before being recognized in the financial statements and (2) the measurement of the income tax benefits recognized from such positions. The Company’s accounting policy is to classify uncertain income tax positions that are not expected to be resolved in one year as non-current income tax liabilities and to classify potential interest and penalties on uncertain income tax positions as elements of the provision for income taxes on its financial statements.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity of three months or less at the time of purchase.

Contracts in Process: Contracts in process include unbilled contract receivables and inventoried contract costs for which sales and profits are recognized using a POC method of accounting. Unbilled Contract Receivables represent accumulated incurred costs and earned profits or losses on contracts in process that have been recorded as sales, primarily using the cost-to-cost method, which have not yet been billed to customers. Inventoried Contract Costs represent incurred costs on contracts in process that have not yet been recognized as costs and expenses because the related sales, which are primarily recorded using the units-of-delivery method, have not been recognized. Contract costs include direct costs and indirect costs, including overhead costs. As discussed in Note 5, the Company’s inventoried contract costs for U.S. Government contracts, and contracts with prime contractors or subcontractors of the U.S. Government include allocated general and administrative costs (G&A), IRAD costs and B&P costs. Contracts in Process contain amounts relating to contracts and programs with long performance cycles, a portion of which may not be realized within one year. For contracts in a loss position, the unrecoverable costs expected to be incurred in future periods are recorded in Estimated Costs in Excess of Estimated Contract Value to Complete Contracts in Process in a Loss Position, which is a component of Other Current Liabilities. Under the terms of certain revenue arrangements (contracts) with the U.S. Government, the Company may receive progress payments as costs are incurred or milestone payments as work is performed. The U.S. Government has a security interest in the Unbilled Contract Receivables and Inventoried Contract Costs to which progress payments have been applied, and such progress payments are reflected as a reduction of the related amounts. Milestone payments that have been received in excess of contract costs incurred and related estimated profits are reported on the Company’s balance sheet as Advance Payments and Billings in Excess of Costs Incurred.

The Company values its acquired contracts in process in connection with business acquisitions on the date of acquisition at contract value less the Company’s estimated costs to complete the contract and a reasonable profit allowance on the Company’s completion effort commensurate with the profit margin that the Company earns on similar contracts.

Inventories: Inventories, other than Inventoried Contract Costs, are stated at cost (first-in, first-out or average cost), but not in excess of realizable value. A provision for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns and future sales expectations.

F-11

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Property, Plant and Equipment: Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed by applying principally the straight-line method to the estimated useful lives of the related assets. Useful lives range substantially from 10 to 40 years for buildings and improvements and 3 to 10 years for machinery, equipment, furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. When property or equipment is retired or otherwise disposed of, the net book value of the asset is removed from the Company’s balance sheet and the net gain or loss is included in the determination of operating income. Property, plant and equipment acquired as part of a business acquisition is valued at fair value.

Goodwill: The carrying value of goodwill and indefinite lived identifiable intangible assets are not amortized, but are tested for impairment annually as of November 30 as well as whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable using a two-step process for each reporting unit. The first step in the process is to identify any potential impairment by comparing the carrying value of a reporting unit and its fair value. The Company determines the fair value of its reporting units using a discounted cash flows valuation approach. If a potential impairment is identified, the second step is to measure the impairment loss by comparing the implied fair value of goodwill with the carrying value of goodwill of the reporting unit. There were no impairment charges that resulted from the annual impairment assessment or change in circumstances during 2009.

Identifiable Intangible Assets: Identifiable intangible assets represent assets acquired as part of the Company’s business acquisitions and include customer contractual relationships, technology and favorable leasehold interests. The initial measurement of these intangible assets is based on their fair values. Identifiable intangible assets are amortized over their estimated useful lives as the economic benefits are consumed, ranging from 4 to 30 years.

Derivative Financial Instruments: The Company’s derivative financial instruments include foreign currency forward contracts, which are entered into for risk management purposes, and an embedded derivative representing the contingent interest payment provision related to the CODES.

The Company’s U.S. and foreign businesses enter into contracts with customers, subcontractors or vendors that are denominated in currencies other than their functional currencies. To protect the functional currency equivalent cash flows associated with certain of these contracts, the Company enters into foreign currency forward contracts. The Company’s activities involving foreign currency forward contracts are designed to hedge the changes in the functional currency equivalent cash flows due to movements in foreign exchange rates compared to the functional currency. The foreign currencies hedged are primarily the Canadian dollar, the Euro, the British pound and the U.S. dollar. The Company manages exposure to counterparty non-performance credit risk by entering into foreign currency forward contracts only with major financial institutions that are expected to fully perform under the terms of such contracts. Foreign currency forward contracts are recorded in the Company’s Consolidated Balance Sheets at fair value and are generally designated and accounted for as cash flow hedges in accordance with the accounting standards for derivative instruments and hedging activities. Gains and losses on designated foreign currency forward contracts that are highly effective in offsetting the corresponding change in the cash flows of the hedged transactions are recorded net of income taxes in accumulated other comprehensive income (loss) (accumulated OCI) and then recognized in income when the underlying hedged transaction affects income. Gains and losses on foreign currency forward contracts that do not meet hedge accounting criteria are recognized in income immediately.

The embedded derivatives related to the issuance of the Company’s debt are recorded at fair value with changes reflected in the Consolidated Statements of Operations.

F-12

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Translation of Foreign Currency and Foreign Currency Transactions: Transactions in foreign currencies are translated into the local (functional) currency of the respective business at the approximate prevailing rate at the time of the transaction. Foreign exchange transaction gains and losses in the years ended December 31, 2009, 2008 and 2007 are not material to the Company’s results of operations. The operations of the Company’s foreign subsidiaries are translated from the local (functional) currencies into U.S. dollars using weighted average rates of exchange during each reporting period. The rates of exchange at each balance sheet date are used for translating the assets and liabilities of the Company’s foreign subsidiaries. Gains or losses resulting from these translation adjustments are included in the accompanying Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss).

Accounting Standards Issued and Not Yet Implemented: In October 2009, the Financial Accounting Standards Board (FASB) issued a revised accounting standard for revenue arrangements with multiple deliverables. The revision: (1) removes the objective-and-reliable-evidence-of-fair-value criterion from the separation criteria used to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, (2) provides a hierarchy that entities must use to estimate the selling price, (3) eliminates the use of the residual method for allocation, and (4) expands the ongoing disclosure requirements. The revised accounting standard is effective for the Company beginning on January 1, 2011, with early adoption permitted. The Company is currently assessing the impact the revised accounting standard will have on its consolidated financial statements.

In October 2009, the FASB issued a revised accounting standard for certain revenue arrangements that include software elements. Under the revised standard, tangible products that contain both software and non-software components that work together to deliver a product’s essential functionality will be removed from scope of pre-existing software revenue recognition standards. In addition, hardware components of a tangible product containing software components will always be excluded from software revenue recognition standards. The revised accounting standard is effective for the Company beginning on January 1, 2011, with early adoption permitted. The Company is currently assessing the impact the revised accounting standard will have on its consolidated financial statements.

In June 2009, the FASB issued a revised standard for the accounting for variable interest entities, which replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power and control to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance. The accounting standard also requires an ongoing assessment of whether an entity is the primary beneficiary and requires additional disclosures about an enterprise’s involvement in variable interest entities. The revised accounting standard is effective for the Company beginning on January 1, 2010. The Company is currently assessing the impact the revised accounting standard will have on its consolidated financial statements; however, the preliminary assessment indicates that the adoption of this standard will not have a material impact on the Company’s financial position, results of operation or cash flows.

F-13

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

3.   New Accounting Standards Implemented

In June 2009, the FASB issued the FASB Accounting Standards Codification (ASC or Codification). The Codification has become the single source for all authoritative U.S. GAAP recognized by the FASB, does not change U.S. GAAP and did not impact the Company’s financial position, results of operations or cash flows. All references to U.S. GAAP in this report are in accordance with the Codification.

The Company adopted nine newly issued accounting standards during the year ended December 31, 2009. The following six standards were effective January 1, 2009:

•   Accounting for convertible debt instruments that may be settled in cash upon conversion (Convertible Debt). The new standard is contained in ASC 470, Debt;

•   Determining whether instruments granted in share-based payment transactions are participating securities (Participating Securities). The new standard is contained in ASC 260, Earnings Per Share;

•   Noncontrolling interests in consolidated financial statements (Noncontrolling Interests). The new standard is contained in ASC 810, Consolidation;

•   Disclosures about derivative instruments and hedging activities (Derivative Disclosures). The new standard is contained in ASC 815, Derivatives and Hedging;

•   Business combinations (Business Combinations). The new standard is contained in ASC 805, Business Combinations; and

•   Fair value measurements and disclosures (Fair Value Measurements). The new standard is contained in ASC 820, Fair Value Measurements and Disclosures.

For the impact of the adoption of the newly issued standards for Convertible Debt, Participating Securities and Noncontrolling Interests on the Company’s: (1) Condensed Consolidated Balance Sheet, at December 31, 2008, (2) Consolidated Equity Account Balances, at December 31, 2007, and (3) Condensed Consolidated Statements of Operations for the years ended December 31, 2008 and 2007, see pages F-17-F-19. The adoption of the new accounting standards for Derivative Disclosures, Business Combinations and Fair Value Measurements did not have a material impact on the Company’s prior period financial statements.

Convertible Debt: In accordance with the provisions of the newly issued standard for convertible debt, the Company is separately accounting for the liability and equity (conversion option) components of the CODES in a manner that reflects the Company’s non-convertible debt borrowing rate when interest expense is recognized. Previously, the CODES were recorded at maturity value. The Convertible Debt standard does not apply to the Company’s other outstanding debt instruments because they are not convertible debt instruments within its scope. The Company has retrospectively applied the provisions of this standard and adjusted the prior period financial statements accordingly.

F-14

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents the impact of the provisions of the Convertible Debt standard on the Statement of Operations for the year ended December 31, 2009.

	Year Ended
	December 31, 2009
	(in millions, except
	per share data)
Interest expense	$	20
Provision for income taxes		(8	)
Net income attributable to L-3		(12	)
L-3 Holdings’ earnings per common share:
Basic	$	(0.10	)
Diluted	$	(0.10	)

Participating Securities: In accordance with the provisions of the newly issued standard for participating securities, the Company is including the impact of restricted stock and restricted stock units that are entitled to receive non-forfeitable dividends when calculating both basic EPS and diluted EPS. The Company has retrospectively applied the provisions of this standard and adjusted the prior period financial statements accordingly. The adoption of the provisions of this standard decreased basic EPS by $0.07 and diluted EPS by $0.03 for the year ended December 31, 2009.

Noncontrolling Interests: The Company retrospectively applied the presentation requirements of the newly issued standard for noncontrolling interests by: (1) reclassifying noncontrolling interests (minority interests) to equity on the Company’s balance sheets, and (2) including net income attributable to noncontrolling interests in net income on the Company’s statements of operations.

Derivative Disclosures: The enhanced disclosures for derivative instruments and related hedging activities required in accordance with the provisions of this standard can be found in Note 14.

Business Combinations: The Company adopted the provisions of the newly issued standard for business combinations to its acquisition of Chesapeake Sciences Corporation (CSC), which was completed on January 30, 2009. See Note 4 for additional information regarding the CSC acquisition. There were no other material business acquisitions completed during the year ended December 31, 2009. In accordance with the provisions of this standard, the Company is: (1) expensing transaction and restructuring costs, (2) recognizing and measuring contingent consideration at fair value, (3) measuring contingent assets and liabilities at fair value, or in accordance with the accounting standard for contingencies as appropriate, and (4) capitalizing in-process research and development as part of identifiable intangible assets. In addition, the difference between the ultimate resolution and the amount recorded on the balance sheet for acquired uncertain tax positions is recorded through earnings. Previously, the difference would have been recorded through goodwill. Other than the net reversal of amounts previously accrued of $31 million disclosed in Note 17, the adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows for the year ended December 31, 2009.

Fair Value Measurements: The Company applied the provisions of the standard for fair value measurements to non-financial assets and non-financial liabilities not recognized or disclosed at fair value in the financial statements on a recurring basis. The effective date for application of the provisions of this standard to all non-financial assets and non-financial liabilities not recognized or disclosed at fair value on a recurring basis was previously delayed until January 1, 2009. The application of the provisions of the fair value measurement standard had no impact on the Company’s financial position, results of operations and cash flows as the Company did not have any non-financial

F-15

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

assets and non-financial liabilities that were recognized or disclosed at fair value on a non-recurring basis at December 31, 2009.

Effective June 26, 2009, the Company adopted the following two new accounting standards:

•   Subsequent Events (Subsequent Events).  The new standard is contained in ASC 855, Subsequent Events; and

•   Interim Disclosures about Fair Value of Financial Instruments (Financial Instruments). The new standard is contained in ASC 825, Financial Instruments.

Subsequent Events: The adoption of the provisions of the newly issued standard for subsequent events codified the requirement for the Company to evaluate events after the balance sheet date. The Company continues to evaluate events after the balance sheet date in accordance with this standard.

Financial Instruments: The adoption of the provisions of the newly issued standard for financial instruments requires: (1) the fair value disclosures of an entity’s financial instruments for interim financial statements, and (2) disclosures about the methods and significant assumptions used to estimate the fair value of financial instruments. See Note 13 for the disclosures required by the provisions of the Financial Instruments standard.

Pension and Other Postretirement Plan Assets: Effective December 31, 2009, the Company adopted the new accounting standard that expands the disclosure requirements for pension and other postretirement plan assets. The application of the provisions of this standard had no impact on the Company’s financial position, results of operations or cash flows. See Note 20 for the disclosures required by the provisions of this standard.

The tables below present the Company’s As Previously Reported and As Currently Reported: (1) Condensed Consolidated Balance Sheet, at December 31, 2008, (2) Consolidated Equity Account Balances, at December 31, 2007, and (3) Condensed Consolidated Statement of Operations, for the years ended December 31, 2008 and 2007, in each case to reflect the adjustments made to adopt the provisions of the newly issued standards for Noncontrolling Interests, Convertible Debt and Participating Securities, as applicable.

F-16

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

				Adjustments for:
	As Previously			Noncontrolling			Convertible			As Currently
	Reported			Interests			Debt			Reported
	(in millions)
Condensed Consolidated Balance Sheet, at December 31, 2008:
ASSETS
Total current assets	$	4,961		$	—		$	—		$	4,961
Property, plant and equipment, net		821			—			—			821
Goodwill		8,029			—			—			8,029
Identifiable intangible assets		417			—			—			417
Deferred debt issue costs		45			—			(1	)		44
Other assets		212			—			—			212
Total assets	$	14,485		$	—		$	(1	)	$	14,484
LIABILITIES AND EQUITY
Total current liabilities	$	2,707		$	—		$	—		$	2,707
Pension and postretirement benefits		802			—			—			802
Deferred income taxes		110			—			17			127
Other liabilities		414			—			—			414
Long-term debt		4,538			—			(45	)		4,493
Total liabilities		8,571			—			(28	)		8,543
Minority interests		83			(83	)		—			—
Equity:
L-3 shareholders’ equity:
L-3 Communications Holdings, Inc.’s common stock		4,072			—			64			4,136
L-3 Communications Holdings, Inc.’s treasury stock at cost		(1,319	)		—			—			(1,319	)
Retained earnings		3,410			—			(37	)		3,373
Accumulated other comprehensive loss		(332	)		—			—			(332	)
Total L-3 shareholders’ equity		5,831			—			27			5,858
Noncontrolling interests		—			83			—			83
Total equity		5,831			83			27			5,941
Total liabilities and equity	$	14,485		$	—		$	(1	)	$	14,484
Consolidated Equity Account Balances, at December 31, 2007:
L-3 Communications Holdings, Inc.’s common stock, net of treasury stock	$	3,228		$	—		$	64		$	3,292
Retained earnings		2,608			—			(26	)		2,582
Accumulated other comprehensive income		153			—			—			153
Noncontrolling interests		—			87			—			87
Total equity	$	5,989		$	87		$	38		$	6,114

F-17

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

			Adjustments for:
												As
	As Previously		Noncontrolling			Participating			Convertible			Currently
	Reported		Interests			Securities			Debt			Reported
	(in millions, except per share data)
Condensed Consolidated Statement of Operations, for the year ended December 31, 2008:
Net sales	$	14,901	$	—		$	—		$	—		$	14,901
Cost of sales		13,342		—			—			—			13,342
Litigation Gain		126		—			—			—			126
Operating income		1,685		—			—			—			1,685
Interest and other income, net		28		—			—			—			28
Interest expense		271		—			—			19			290
Minority interests in net income of consolidated subsidiaries		11		(11	)		—			—			—
Income from continuing operations before income taxes		1,431		11			—			(19	)		1,423
Provision for income taxes		502		—			—			(8	)		494
Income from continuing operations		929		11			—			(11	)		929
Gain on sale of a business, net of income taxes of $13 million		20		—			—			—			20
Net income	$	949	$	11		$	—		$	(11	)	$	949
Less: Net income attributable to noncontrolling interests		—		11			—			—			11
Net income attributable to L-3	$	949	$	—		$	—		$	(11	)	$	938
Less: Net income allocable to participating securities		—		—			9			—			9
Net income allocable to L-3 Holdings’ common shareholders	$	949	$	—		$	(9	)	$	(11	)	$	929
Earnings per share allocable to L-3 Holdings’ common shareholders:
Basic:
Income from continuing operations	$	7.66	$	—		$	(0.06	)	$	(0.10	)	$	7.50
Net income	$	7.83	$	—		$	(0.06	)	$	(0.10	)	$	7.67
Diluted:
Income from continuing operations	$	7.56	$	—		$	(0.04	)	$	(0.09	)	$	7.43
Net income	$	7.72	$	—		$	(0.04	)	$	(0.09	)	$	7.59
L-3 Holdings’ weighted average common shares outstanding:
Basic		121.2		—			—			—			121.2
Diluted		122.9		—			(0.5	)		—			122.4

F-18

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

			Adjustments for:
												As
	As Previously		Noncontrolling			Participating			Convertible			Currently
	Reported		Interests			Securities			Debt			Reported
	(in millions, except per share data)
Condensed Consolidated Statement of Operations, for the year ended December 31, 2007:
Net sales	$	13,961	$	—		$	—		$	—		$	13,961
Cost of sales		12,513		—			—			—			12,513
Operating income		1,448		—			—			—			1,448
Interest and other income, net		31		—			—			—			31
Interest expense		296		—			—			18			314
Minority interests in net income of consolidated subsidiaries		9		(9	)		—			—			—
Income before income taxes		1,174		9			—			(18	)		1,165
Provision for income taxes		418		—			—			(7	)		411
Net income	$	756	$	9		$	—		$	(11	)	$	754
Less: Net income attributable to noncontrolling interests		—		9			—			—			9
Net income attributable to L-3	$	756	$	—		$	—		$	(11	)	$	745
Less: Net income allocable to participating securities		—		—			5			—			5
Net income allocable to L-3 Holdings’ common shareholders	$	756	$	—		$	(5	)	$	(11	)	$	740
Earnings per share allocable to L-3 Holdings’ common shareholders:
Basic	$	6.05	$	—		$	(0.04	)	$	(0.09	)	$	5.92
Diluted	$	5.98	$	—		$	(0.03	)	$	(0.09	)	$	5.86
L-3 Holdings’ weighted average common shares outstanding:
Basic		124.9		—			—			—			124.9
Diluted		126.5		—			(0.3	)		—			126.2

F-19

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4.   Acquisitions and Dispositions

All of the business acquisitions are included in the Company’s results of operations from their respective dates of acquisition.

2009 Business Acquisitions

On January 30, 2009, the Company acquired all of the outstanding stock of CSC for a purchase price of $91 million in cash, which includes a $7 million net working capital adjustment, of which $6 million was for cash acquired, and $4 million related to certain tax benefits acquired. The acquisition was financed using cash on hand. CSC is a developer and manufacturer of anti-submarine warfare systems for use onboard submarines and surface ship combatants. Based on the final purchase price allocation, the amount of goodwill recognized was $56 million, which was assigned to the Electronic Systems reportable segment, and is not expected to be deductible for income tax purposes.

2008 Business Acquisitions

During the year ended December 31, 2008, in separate transactions, the Company acquired four businesses and increased its ownership interest in a subsidiary for an aggregate purchase price of $264 million in cash, plus acquisition costs. These acquisitions were all financed with cash on hand. Based on preliminary and final purchase price allocations, the aggregate goodwill recognized for these businesses and increase in ownership interest was $191 million, of which $86 million is expected to be deductible for income tax purposes. The goodwill was assigned to the reportable segments listed below:

Segment	December 31, 2009
	(in millions)
Electronic Systems	$	150
Government Services		41
Total	$	191

In certain instances, the purchase price is subject to adjustment based on post-acquisition financial performance not to exceed an aggregate amount of $1 million, as discussed below. Any such additional consideration will be accounted for as goodwill. A description of each business acquisition made by the Company during 2008 is listed below:

•   All of the outstanding stock of International Resources Group Ltd. (IRG) on December 3, 2008. IRG is an international professional services firm that provides specialized management, policy and training support in the areas of energy, environment and natural resource management, relief and reconstruction, and economic development to U.S. Government agencies and international development organizations;

•   All of the outstanding stock of G.A. International Electronics and subsidiaries (GAI) on July 25, 2008. Headquartered in Florida, GAI provides repair services and retrofit installation of navigation and communication systems for cruise vessels and cargo ships. The purchase price for GAI is subject to additional consideration not to exceed $1 million that is contingent upon its post-acquisition financial performance through July 25, 2011;

•   All of the assets and liabilities of the Northrop Grumman Electro-Optical Systems (EOS) business on April 21, 2008. The EOS business is a provider of night vision technology and electro-optical products for military, commercial and public safety customers;

F-20

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

•   On April 4, 2008, the Company increased its ownership interest in its Medical Education Technologies, Inc. (METI) business from 80% to 85% for a purchase price of $3 million. This business supplies human patient and surgical simulators, as well as related educational products. On October 8, 2008, the Company sold its 85% ownership interest in METI, as described below under 2008 Business and Product Line Dispositions; and

•   All of the outstanding stock of HSA Systems Pty Ltd. (HSA) on March 14, 2008. HSA is a provider of geospatial, marine and electronic systems for maritime and defense customers.

The Company has completed the purchase price allocations for all acquisitions made during 2008, except for those business acquisitions in which the purchase price is subject to adjustment, as described above. The final purchase price allocations were based on the final purchase prices, including the payment of contingent consideration, if any, and final appraisals and other analyses of fair values. The final purchase price allocations for these business acquisitions, compared to their preliminary purchase price allocations, did not have a material impact on the Company’s results of operations or financial position.

2007 Business Acquisitions

During the year ended December 31, 2007, in separate transactions, the Company acquired ownership interests in four businesses for an aggregate purchase price of $225 million in cash, plus acquisition costs. These acquisitions were all financed with cash on hand. Based on preliminary and final purchase price allocations, the aggregate goodwill recognized for these businesses was $178 million, of which $140 million is expected to be deductible for income tax purposes. The goodwill was assigned to the reportable segments listed below:

Segment	December 31, 2009
	(in millions)
Electronic Systems	$	146
Government Services		32
Total	$	178

In certain instances, the purchase price is subject to adjustment based on post-acquisition financial performance not to exceed an aggregate amount of $13 million, as discussed below. Any such additional consideration will be accounted for as goodwill. A description of each business acquisition made by the Company during 2007 is listed below:

•   All of the outstanding stock of Geneva Aerospace, Inc. (Geneva) on January 31, 2007. The Geneva acquisition is subject to additional consideration not to exceed $13 million, which is contingent upon its post acquisition financial performance for the year ended December 31, 2009. Geneva is a provider of guidance and navigation systems for unmanned aerial vehicles;

•   All of the outstanding stock of Global Communication Solutions, Inc. (GCS) on May 4, 2007. GCS is a provider of satellite communications systems that integrate data, broadband internet, telephony, multimedia, audio, video and computer networking;

•   All of the outstanding stock of APSS S.r.l. (APSS) on August 31, 2007. APSS is a provider of mechanical, electric and automation systems for ships; and

•   All of the outstanding stock of MKI Systems, Inc. (MKI) on December 3, 2007. MKI focuses on acquisition, logistics and program management for the DoD, especially the Marine Corps.

F-21

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company has completed the purchase price allocations for all acquisitions made during 2007, except for those business acquisitions in which the purchase price is subject to adjustment, as described above. The final purchase price allocations were based on the final purchase prices, including the payment of contingent consideration, if any, and final appraisals and other analyses of fair values. The final purchase price allocations for these business acquisitions, compared to their preliminary purchase price allocations, did not have a material impact on the Company’s results of operations or financial position.

Unaudited Pro Forma Statements of Operations Data

The following unaudited pro forma Statements of Operations data presents the combined results of the Company and its business acquisitions completed during the years ended December 31, 2009, 2008 and 2007, assuming that the business acquisitions completed during 2009 and 2008 had occurred on January 1, 2008, and that the business acquisitions completed during 2008 and 2007 had occurred on January 1, 2007.

	Year Ended December 31,
	2009		2008		2007
	(in millions, except per share data)
Pro forma net sales	$	15,621	$	15,071	$	14,307
Pro forma net income attributable to L-3	$	900	$	939	$	745
Pro forma diluted earnings per share	$	7.60	$	7.60	$	5.86

The unaudited pro forma results disclosed in the table above are based on various assumptions and are not necessarily indicative of the results of operations that would have occurred had the Company completed these acquisitions on the dates indicated above.

2008 Business and Product Line Dispositions

On October 8, 2008, the Company divested its 85% ownership interest in METI, which was within the Electronic Systems reportable segment. The sale resulted in an after-tax gain of $20 million (pre-tax gain of $33 million), which was excluded from income from continuing operations. The revenues, operating results and net assets of METI for all periods presented were not material and therefore not presented as discontinued operations. METI generated $48 million of sales and $4 million of operating income for the year ended December 31, 2008 and $52 million of sales and $4 million of operating income for the year ended December 31, 2007.

On May 9, 2008, the Company sold the Electron Technologies Passive Microwave Devices (PMD) product line, which was within the Electronic Systems reportable segment, and recognized an after-tax gain of approximately $7 million (pre-tax gain of $12 million), which was recorded as a reduction of cost of sales for products in the Consolidated Statement of Operations. The net proceeds from the sale are included in investing activities on the Consolidated Statement of Cash Flows. The PMD product line generated $8 million of sales for the year ended December 31, 2008 and $23 million of sales for the year ended December 31, 2007.

F-22

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5.   Contracts in Process

The components of contracts in process are presented in the table below. The unbilled contract receivables, inventoried contract costs and unliquidated progress payments are principally related to contracts with the U.S. Government and prime contractors or subcontractors of the U.S. Government. Identifiable intangible assets related to contracts in process assumed by the Company in its business acquisitions and the underlying contractual customer relationships are separately recognized at the date of acquisition, and are discussed and presented in Note 7.

	December 31,
	2009			2008
	(in millions)
Unbilled contract receivables, gross	$	2,373		$	2,026
Less: unliquidated progress payments		(700	)		(409	)
Unbilled contract receivables, net		1,673			1,617
Inventoried contract costs, gross		819			754
Less: unliquidated progress payments		(115	)		(104	)
Inventoried contract costs, net		704			650
Total contracts in process	$	2,377		$	2,267

Unbilled Contract Receivables. Unbilled contract receivables represent accumulated incurred costs and earned profits on contracts (revenue arrangements), which have been recorded as sales, but have not yet been billed to customers. Unbilled contract receivables arise from the cost-to-cost method of revenue recognition that is used to record sales on certain fixed-price contracts. Unbilled contract receivables from fixed-price type contracts are converted to billed receivables when amounts are invoiced to customers according to contractual billing terms, which generally occur when deliveries or other performance milestones are completed. Unbilled contract receivables also arise from cost-plus type contracts and time-and-material type contracts, for revenue amounts that have not been billed by the end of the accounting period due to the timing of preparation of invoices to customers. The Company believes that approximately 95% of the unbilled contract receivables at December 31, 2009 will be billed and collected within one year.

Unliquidated Progress Payments. Unliquidated progress payments arise from fixed-price type contracts with the U.S. Government that contain progress payment clauses, and represent progress payments on invoices that have been collected in cash, but have not yet been liquidated. Progress payment invoices are billed to the customer as contract costs are incurred at an amount generally equal to 75% to 80% of incurred costs. Unliquidated progress payments are liquidated as deliveries or other contract performance milestones are completed, at an amount equal to a percentage of the contract sales price for the items delivered or work performed, based on a contractual liquidation rate. Therefore, unliquidated progress payments are a contra asset account, and are classified against unbilled contract receivables if revenue for the underlying contract is recorded using the cost-to-cost method, and against inventoried contract costs if revenue is recorded using the units-of-delivery method.

Inventoried Contract Costs. In accordance with contract accounting standards, the Company accounts for the portion of its G&A, IRAD and B&P costs that are allowable and reimbursable indirect contract costs under U.S. Government procurement regulations on its U.S. Government contracts (revenue arrangements) as inventoried contract costs. G&A, IRAD and B&P costs are allocated to contracts for which the U.S. Government is the end customer and are charged to costs of sales when sales on the related contracts are recognized. The Company’s unallowable portion of its G&A, IRAD and B&P costs for its U.S. Government contractor businesses are expensed as incurred and are not included in inventoried contract costs.

F-23

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents a summary of G&A, IRAD and B&P costs included in inventoried contract costs and the changes to them, including amounts charged to cost of sales for U.S. Government contracts for the period presented.

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Amounts included in inventoried contract costs at beginning of the year	$	74		$	68		$	59
Add: Contract costs incurred(1)		1,309			1,272			1,150
Amounts included in acquired inventoried contract costs		—			6			—
Less: Amounts charged to cost of sales		(1,306	)		(1,272	)		(1,141	)
Amounts included in inventoried contract costs at end of the year	$	77		$	74		$	68

⁽¹⁾ Incurred costs include IRAD and B&P costs of $317 million for 2009, $287 million for 2008 and $263 million for 2007.

The table below presents a summary of selling, general and administrative expenses and research and development expenses for the Company’s commercial businesses, which are expensed as incurred and not included in inventoried contracts costs.

	Year Ended December 31,
	2009		2008		2007
	(in millions)
Selling, general and administrative expenses	$	247	$	298	$	273
Research and development expenses		62		78		86
Total	$	309	$	376	$	359

6.   Inventories

Inventories at Lower of Cost or Market. The table below presents the components of inventories at cost (first-in, first-out or average cost), but not in excess of realizable value.

	December 31,
	2009		2008
	(in millions)
Raw materials, components and sub-assemblies	$	85	$	95
Work in process		118		121
Finished goods		36		43
Total	$	239	$	259

7.   Goodwill and Identifiable Intangible Assets

Goodwill. In accordance with the accounting standards for business combinations, the Company allocates the cost of business acquisitions to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition (commonly referred to as the purchase price allocation). As part of the purchase price allocations for the Company’s business acquisitions, identifiable intangible assets are recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are capable of being separated or divided from the acquired business and sold, transferred, licensed, rented or exchanged. However, the Company does not recognize any intangible assets apart from goodwill for the assembled workforces of its business acquisitions. At

F-24

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2009, the Company had approximately 67,000 employees, and the substantial majority of the sales generated by the Company’s businesses are from the productive labor efforts of its employees, as compared to selling manufactured products or right-to-use technology.

Generally, the largest intangible assets from the businesses that the Company acquires are the assembled workforces, which includes the human capital of the management, administrative, marketing and business development, scientific, engineering and technical employees of the acquired businesses. The success of the Company’s businesses, including their ability to retain existing business (revenue arrangements) and to successfully compete for and win new business (revenue arrangements), is primarily dependent on the management, marketing and business development, contracting, engineering and technical skills and knowledge of its employees, rather than on productive capital (plant and equipment, and technology and intellectual property). Additionally, for a significant portion of its businesses, the Company’s ability to attract and retain employees who have U.S. Government security clearances, particularly those of top-secret and above, is critical to its success, and is often a prerequisite for retaining existing revenue arrangements and pursuing new ones. Generally, patents, trademarks and licenses are not material for the Company’s acquired businesses. Furthermore, the Company’s U.S. Government contracts (revenue arrangements) generally permit other companies to use the Company’s patents in most domestic work performed by such other companies for the U.S. Government. Therefore, because intangible assets for assembled workforces are part of goodwill in accordance with ASC 805, the substantial majority of the intangible assets for the Company’s business acquisitions is recognized as goodwill. Additionally, the value assigned to goodwill for the Company’s business acquisitions also includes the value that the Company expects to realize from cost reduction measures that it implements for its acquired businesses.

The table below presents the changes in goodwill allocated to the Company’s reportable segments.

				Government						Electronic			Consolidated
	C3ISR			Services			AM&M			Systems			Total
	(in millions)
Balance at December 31, 2007	$	986		$	2,264		$	1,199		$	3,716		$	8,165
Business acquisitions		3			44			3			149			199
Completion of Internal Revenue Service (IRS) audits(1)		(42	)		(12	)		(44	)		(43	)		(141	)
Sale of business		—			—			—			(11	)		(11	)
Foreign currency translation adjustments(2)		(51	)		—			(54	)		(78	)		(183	)
Segment reclassification(3)		(34	)		17			17			—			—
Balance at December 31, 2008	$	862		$	2,313		$	1,121		$	3,733		$	8,029
Business acquisitions		2			5			—			57			64
Foreign currency translation adjustments(4)		6			2			37			52			97
Balance at December 31, 2009	$	870		$	2,320		$	1,158		$	3,842		$	8,190

(1)	For further discussion regarding the completion of IRS audits of L-3’s U.S. Federal income tax returns for 2004 and 2005, including income tax positions taken in connection with certain business acquisitions, see Note 17.
(2)	The decrease in goodwill in 2008 from foreign currency translation adjustments was due to the strengthening of the U.S. dollar during 2008 against the functional currencies of L-3’s foreign subsidiaries, primarily in Canada, Germany and the United Kingdom.
(3)	As a result of certain re-alignments in our management and organization structure as discussed in Note 2, goodwill was reclassified from the C3ISR reportable segment to the Government Services and AM&M reportable segments.
(4)	The increase in goodwill in 2009 from foreign currency translation adjustments was due to the weakening of the U.S. dollar during 2009 against the functional currencies of L-3 foreign subsidiaries, primarily in Canada.

F-25

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

For the year ended December 31, 2009, the increase of $64 million related to business acquisitions was comprised of (1) an increase of $56 million for a business acquisition completed during the year ended December 31, 2009, (2) an increase of $4 million primarily for earnouts related to certain business acquisitions completed prior to January 1, 2009, and (3) an increase of $4 million related to final purchase price determinations for certain business acquisitions completed prior to January 1, 2009.

For the year ended December 31, 2008, the increase of $199 million related to business acquisitions was comprised of (1) an increase of $187 million for business acquisitions completed and an additional ownership interest acquired during 2008, (2) an increase of $10 million for earnouts related to certain business acquisitions completed prior to January 1, 2008, and (3) an increase of $5 million primarily related to final purchase price determinations for certain business acquisitions completed prior to January 1, 2008. These increases were partially offset by a decrease of $3 million related to the completion of the final estimate of the fair value of assets acquired and liabilities assumed for certain business acquisitions completed prior to January 1, 2008.

Identifiable Intangible Assets. The most significant identifiable intangible asset that is separately recognized for the Company’s business acquisitions is customer contractual relationships. All of the Company’s customer relationships are established through written customer contracts (revenue arrangements). The fair value for customer contractual relationships is determined, as of the date of acquisition, based on estimates and judgments regarding expectations for the estimated future after-tax earnings and cash flows (including cash flows for working capital) arising from the follow-on sales on contract (revenue arrangement) renewals expected from the customer contractual relationships over their estimated lives, including the probability of expected future contract renewals and sales, less a contributory assets charge, all of which is discounted to present value.

Information on the Company’s identifiable intangible assets that are subject to amortization is presented in the table below.

	December 31, 2009								December 31, 2008
	Weighted
	Average		Gross				Net		Gross				Net
	Amortization		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Period		Amount		Amortization		Amount		Amount		Amortization		Amount
	(in years)		(in millions)
Customer contractual relationships		23	$	515	$	163	$	352	$	505	$	124	$	381
Technology		9		78		58		20		76		47		29
Other, primarily favorable leasehold interests		7		14		9		5		14		7		7
Total		22	$	607	$	230	$	377	$	595	$	178	$	417

Amortization expense recorded by the Company for its identifiable intangible assets is presented in the table below.

	Year Ended December 31,
	2009		2008		2007
	(in millions)
Amortization expense	$	52	$	45	$	47

Based on gross carrying amounts at December 31, 2009, the Company’s estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2010 through 2014 are presented in the table below.

F-26

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Year Ending December 31,
	2010		2011		2012		2013		2014
	(in millions)
Estimated amortization expense	$	51	$	46	$	39	$	30	$	30

As of December 31, 2009 and December 31, 2008, the Company had approximately $1 million of indefinite-lived identifiable intangible assets.

8.   Other Current Liabilities and Other Liabilities

The table below presents the components of other current liabilities.

	December 31,
	2009		2008
	(in millions)
Other Current Liabilities:
Accruals for pending and threatened litigation (see Note 19)	$	2	$	4
Accrued product warranty costs		90		97
Accrued interest		76		66
Estimated costs in excess of estimated contract value to complete contracts in process in a loss position		74		58
Deferred revenues		28		25
Aggregate purchase price payable for acquired businesses		4		—
Other		89		101
Total other current liabilities	$	363	$	351

The table below presents the components of other liabilities.

	December 31,
	2009		2008
	(in millions)
Other Liabilities:
Non-current income taxes payable (see Note 17)	$	232	$	177
Deferred compensation		83		79
Accrued workers’ compensation		46		45
Notes payable and capital lease obligations		10		10
Accrued product warranty costs		9		5
Unfavorable lease obligations		6		8
Non-current portion of net deferred gains from terminated interest rate swap agreements		2		9
Other non-current liabilities		82		81
Total other liabilities	$	470	$	414

F-27

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

9.   Property, Plant and Equipment

	December 31,
	2009			2008
	(in millions)
Land	$	57		$	55
Buildings and improvements		321			257
Machinery, equipment, furniture and fixtures		1,167			1,055
Leasehold improvements		253			272
Gross property, plant and equipment		1,798			1,639
Accumulated depreciation and amortization		(944	)		(818	)
Property, plant and equipment, net	$	854		$	821

10.   Debt

The components of long-term debt and reconciliation to the carrying amount of long-term debt are presented in the table below.

	December 31,
	2009			2008
	(in millions)
L-3 Communications:
Borrowings under Revolving Credit Facility(1)	$	—		$	—
Borrowings under Term Loan Facility maturing 2010(2)		—			650
51/5% Senior Notes due 2019		1,000			—
75/8% Senior Subordinated Notes due 2012		—			750
61/8% Senior Subordinated Notes due 2013		400			400
61/8% Senior Subordinated Notes due 2014		400			400
57/8% Senior Subordinated Notes due 2015		650			650
63/8% Senior Subordinated Notes due 2015		1,000			1,000
Subtotal		3,450			3,850
L-3 Holdings:
3% Convertible Contingent Debt Securities due 2035		700			700
Principal amount of long-term debt		4,150			4,550
Unamortized discounts		(38	)		(57	)
Carrying amount of long-term debt	$	4,112		$	4,493

(1)	At December 31, 2009, available borrowings under the Revolving Credit Facility were $968 million after reductions for outstanding letters of credit of $32 million.
(2)	The interest rate at December 31, 2008 was 2.70% and was based on the LIBOR rate (as defined in the credit agreement) plus a spread.

F-28

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

L-3 Communications

On October 23, 2009, L-3 Communications replaced its $1 billion Senior Credit Facility with a new $1 billion three-year Revolving Credit Facility maturing on October 23, 2012. Borrowings under the new Revolving Credit Facility bear interest, at L-3 Communications’ option, at either (i) a “base rate” equal to the higher of (a) 0.50% per annum above the latest federal funds rate, (b) the Bank of America “prime rate” (as defined in the Revolving Credit Facility), and (c) 1.00% per annum above a “LIBOR rate” (as defined in the Revolving Credit Facility), plus a spread ranging from 1.25% to 3.00% per annum, or (ii) a “LIBOR rate” (as defined in the Revolving Credit Facility) plus a spread ranging from 2.25% to 4.00% per annum. The spread, in both cases, depends on L-3 Communications’ debt rating at the time of determination. L-3 Communications pays: (1) commitment fees calculated on the daily amounts of the available unused commitments at a rate ranging from 0.375% to 0.75% per annum, (2) letter of credit fees ranging from 1.50% to 2.67% per annum for performance and commercial letters of credit and (3) letter of credit fees ranging from 2.25% to 4.00% for financial letters of credit. The fee rate, in all cases, depends on L-3 Communications’ debt rating at the time of determination. The debt rating is based on the credit ratings as determined by Standard & Poor’s Rating Services, Moody’s Investors Service, Inc. and Fitch Ratings of L-3 Communications’ non-credit enhanced senior, unsecured long-term debt.

On October 2, 2009, L-3 Communications issued $1 billion in aggregate principal amount of 5.20% Senior Notes due October 15, 2019 (Senior Notes) at a discount of $4 million. The discount was recorded as a reduction to the principal amount of the notes and will be amortized as an interest expense over the term of the notes. The effective interest rate of the Senior Notes is 5.25%. Interest on the Senior Notes is payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2010. The net cash proceeds from this offering amounted to approximately $987 million after deducting the discounts, commissions and estimated expenses, and were used, together with cash on hand, to redeem L-3 Communications’ $750 million 7⁵/₈% Senior Subordinated Notes due in 2012 (2002 Notes) on November 2, 2009 and to repay L-3 Communications’ outstanding $650 million Term Loan on October 7, 2009. In connection with the redemption of the 2002 Notes, the Company recorded a debt retirement charge of approximately $10 million ($6 million after income tax). The Senior Notes are unsecured senior obligations of L-3 Communications. The Senior Notes may be redeemed at any time prior to their maturity at the option of L-3 Communications, in whole or in part, at a redemption price equal to the greater of: (1) 100% of the principal amount, or (2) the present value of the remaining principal and interest payments discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate (as defined in the Indenture dated as of October 2, 2009 (the Senior Indenture)), plus 0.30%. Upon the occurrence of a change in control (as defined in the Senior Indenture), each holder of the notes will have the right to require L-3 Communications to repurchase all or any part of such holder’s notes at an offer price in cash equal to 101% of the aggregate principle amount plus accrued and unpaid interest and special interest (as defined in the Senior Indenture), if any, to the date of the purchase.

F-29

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

L-3 Communications sold Senior Subordinated Notes from June 28, 2002 to July 29, 2005, which are included as components of long-term debt in the table above. The notes are general unsecured obligations of L-3 Communications and are subordinated in right of payment to all existing and future senior debt of L-3 Communications. The terms of each outstanding Senior Subordinated Note are presented in the table below.

						Net		Effective				Redemption
		Amount				Cash		Interest				Price % of
Note	Date of Issuance	Issued		Discount(1)		Proceeds		Rate			Call Date(2)	Principal(3)
		(in millions)
61/8% Senior Subordinated Notes due July 15, 2013	May 21, 2003	$	400	$	2	$	391		6.170	%	July 15, 2008		102.042	%
61/8% Senior Subordinated Notes due January 15, 2014	December 22, 2003	$	400	$	7	$	390		6.310	%	January 15, 2009		102.042	%
7/8% Senior Subordinated Notes due January 15, 2015	November 12, 2004	$	650	$	—	$	639		5.875	%	January 15, 2010		102.938	%
63/8% Senior Subordinated Notes due October 15, 2015	July 29, 2005	$	1,000	$	9	$	972		6.470	%	October 15, 2010		103.188	%

(1)	Discounts are recorded as a reduction to the principal amount of the notes and are amortized as interest expense over the term of the notes.
(2)	Notes are subject to redemption at any time, at the option of L-3 Communications, in whole or in part, on or after the call date.
(3)	Redemption prices (plus accrued and unpaid interest) include a premium on the principal amount (plus accrued and unpaid interest). The prices above represent the current redemption prices or the price during the 12-month period starting on the first allowable date of redemption, which decline annually to 100% of principal (plus accrued and unpaid interest) starting three years from the first allowable date of redemption, and thereafter.

L-3 Holdings

On July 29, 2005, L-3 Holdings sold $600 million of 3% Convertible Contingent Debt Securities (CODES) due August 1, 2035. Interest is payable semi-annually on February 1 and August 1 of each year. On August 4, 2005, L-3 Holdings sold an additional $100 million of CODES, pursuant to an over-allotment option exercised by the initial purchasers of the CODES. Effective January 1, 2009, the Company is separately accounting for the liability and equity (conversion option) components of the CODES in a manner that reflects the Company’s non-convertible debt borrowing rate when interest expense is realized in accordance with the provisions of the accounting standard for convertible debt. The effective interest rate of the CODES is 6.33%. Interest expense relates to both the contractual coupon interest and amortization of the discount on the liability components. Interest expense recognized was $42 million and $41 million for the years ended December 31, 2009 and December 31, 2008, respectively. The following table provides the carrying amount of the liability and equity (conversion option) of the Company’s CODES:

	December 31,		December 31,
	2009		2008
	(in millions)
Carrying amount of the equity component (conversion feature)	$	64	$	64
Unamortized discount of liability component being amortized through February 1, 2011	$	24	$	45
Net carrying amount of liability component	$	676	$	655

F-30

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The CODES are convertible into cash and shares of L-3 Holdings’ common stock based on a conversion rate of 9.9862 shares of L-3 Holdings common stock per one thousand dollars in principal amount of the CODES (equivalent to a conversion price of $100.14 per share) only under the following circumstances: (1) prior to August 1, 2033, on any date during any fiscal quarter (and only during such fiscal quarter) beginning after September 30, 2005, if the closing sales price of the common stock of L-3 Holdings is more than 120% of the then current conversion price (currently $120.17) for at least 20 trading days in the 30 consecutive trading-day period ending on the last trading day of the previous fiscal quarter; (2) on or after August, 1, 2033, at all times on or after any date on which the closing sale price of the common stock of L-3 Holdings is more than 120% of the then current conversion price (currently $120.17); (3) if we distribute to all holders of our common stock, rights or warrants (other than pursuant to a rights plan) entitling them to purchase, for a period of 45 calendar days or less, shares of L-3 Holdings’ common stock at a price less than the average closing sales price for the ten trading days preceding the declaration date for such distribution; (4) if we distribute to all holders of our common stock, cash and other assets, debt securities or rights to purchase L-3 Holdings’ securities (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the closing sale price of L-3 Holdings common stock on the trading day preceding the declaration date for such distribution; (5) during the five consecutive business-day period following any five consecutive trading-day period in which the average trading price of the CODES was less than 98% of the average of the closing sale price of L-3 Holdings common stock during such five trading day period multiplied by the then current conversion rate; (6) during a specified period if the CODES have been called for redemption; or (7) during a specified period if a “fundamental change” (as such term is defined in the indenture governing the CODES) occurs. The conversion rate is subject to adjustments in certain circumstances set forth in the indenture governing the CODES. For the year ended December 31, 2009, the conversion feature of the CODES had no impact on diluted earnings per share (EPS) (see Note 16).

Upon conversion of the CODES, the settlement amount will be computed as follows: (1) if L-3 Holdings elects to satisfy the entire conversion obligation in cash, L-3 Holdings will deliver to the holder for each one thousand dollars in principal amount of the CODES converted cash in an amount equal to the conversion value; or (2) if L-3 Holdings elects to satisfy the conversion obligation in a combination of cash and common stock, L-3 Holdings will deliver to the holder for each one thousand dollars in principal amount of the CODES converted (x) cash in an amount equal to (i) the fixed dollar amount per one thousand dollars in principal amount of the CODES of the conversion obligation to be satisfied in cash specified in the notice regarding L-3 Holdings’ chosen method of settlement or, if lower, the conversion value, or (ii) the percentage of the conversion obligation to be satisfied in cash specified in the notice regarding L-3 Holdings chosen method of settlement multiplied by the conversion value, as the case may be (the “cash amount”); provided that in either case the cash amount shall in no event be less than the lesser of (a) the principal amount of the CODES converted and (b) the conversion value; and (y) a number of shares of common stock of L-3 Holdings for each of the 20 trading days in the conversion period equal to 1/20th of (i) the conversion rate then in effect minus (ii) the quotient of the cash amount divided by the closing price of common stock of L-3 Holdings for that day (plus cash in lieu of fractional shares, if applicable).

The CODES are senior unsecured obligations of L-3 Holdings and rank equal in right of payment with all existing and future senior indebtedness and senior to all future senior subordinated indebtedness of L-3 Holdings. The CODES are jointly and severally guaranteed on a senior subordinated basis by the existing and future domestic subsidiaries of L-3 Holdings that guarantee any other indebtedness of L-3 Holdings or any of its domestic subsidiaries.

At any time on or after February 1, 2011, the CODES are subject to redemption at the option of L-3 Holdings, in whole or in part, at a cash redemption price (plus accrued and unpaid interest, including contingent interest and additional interest, if any) equal to 100% of the principal amount of the CODES.

Holders of the CODES may require L-3 Holdings to repurchase the CODES, in whole or in part, on February 1, 2011, February 1, 2016, February 1, 2021, February 1, 2026 and February 1, 2031 at a cash repurchase price equal to 100% of the principal amount of the CODES (plus accrued and unpaid interest, including contingent interest and

F-31

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

additional interest, if any). In addition, holders of the CODES may require L-3 Holdings to repurchase the CODES at a repurchase price equal to 100% of the principal amount of the CODES (plus accrued and unpaid interest, including contingent interest and additional interest, if any) if a “fundamental change” occurs prior to maturity of the CODES.

Holders of the CODES have a right to receive contingent interest payments, which will be paid on the CODES during any six-month period commencing February 1, 2011 in which the trading price of the CODES for each of the five trading days ending on the second trading day preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the CODES. The contingent interest payable per one thousand dollars in principal amount of CODES will equal 0.25% of the average trading price of one thousand dollars in principal amount of CODES during the five trading days ending on the second trading day preceding the first day of the applicable six-month interest period. The contingent interest payment provision has been accounted for as an embedded derivative. The embedded derivative had an initial fair value of zero. The amount assigned to the embedded derivative will be adjusted periodically through other income (expense) for changes in its fair value, if any.

Guarantees

L-3 Communications

The borrowings under the Revolving Credit Facility are fully and unconditionally guaranteed by L-3 Holdings and by substantially all of the material wholly-owned domestic subsidiaries of L-3 Communications on an unsecured senior basis. The payment of principal and premium, if any, and interest on the Senior Notes are fully and unconditionally guaranteed, on an unsecured senior basis, jointly and severally, by L-3 Communications’ material wholly-owned domestic subsidiaries that guarantee any of its other indebtedness. The payment of principal and premium, if any, and interest on the Senior Subordinated Notes are fully and unconditionally guaranteed, on an unsecured senior subordinated basis, jointly and severally, by L-3 Communications’ material wholly-owned domestic subsidiaries that guarantee any of its other indebtedness.

L-3 Holdings

The payment of principal and premium, if any, and interest on the CODES are fully and unconditionally guaranteed, on an unsecured senior subordinated basis, jointly and severally, by certain of L-3 Holdings’ wholly-owned domestic subsidiaries.

Subordination

The guarantees of the Revolving Credit Facility and the Senior Notes rank senior to the guarantees of the Senior Subordinated Notes and the CODES and pari passu with each other. The guarantees of the Senior Subordinated Notes and CODES rank pari passu with each other and are junior to the guarantees of the Revolving Credit Facility and Senior Notes.

Covenants

Financial and other restrictive covenants. The Revolving Credit Facility and Senior Subordinated Notes indentures contain financial and other restrictive covenants that limit, among other things, the ability of the subsidiaries of L-3 Communications to borrow additional funds, and the ability of L-3 Communications and its subsidiaries to incur liens, make investments, merge or consolidate, dispose of assets, pay dividends or repurchase its common stock. The Company’s Revolving Credit Facility contains covenants that require that (1) the Company’s consolidated leverage ratio be less than or equal to 4.0 to 1.0; (2) the Company’s consolidated interest coverage ratio

F-32

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

be greater than or equal to 3.0 to 1.0; and (3) the Company’s consolidated senior leverage ratio be less than or equal to 3.5 to 1.0, in each case, as of the end of any fiscal quarter. Calculations of the financial covenants are to exclude, among other things, certain items such as impairment losses on goodwill or other intangible assets, non-cash gains or losses from discontinued operations, gains or losses in connection with asset dispositions, and gains or losses with respect to judgments or settlements in connection with litigation matters. As of December 31, 2009, the Company was in compliance with its financial and other restrictive covenants.

The Senior Indenture contains covenants customary for investment grade notes, including covenants that restrict the ability of L-3 Communications and its wholly-owned domestic subsidiaries to create, incur, assume or permit to exist any lien, except permitted liens (as defined in the Senior Indenture) and restrict the ability of L-3 Communications and its subsidiaries to enter into certain sale and leaseback transactions (as defined in the Senior Indenture).

The Senior Subordinated Notes indentures contain covenants that restrict the ability of L-3 Communications to incur indebtedness and issue capital stock that matures or is redeemable 91 days or less after the maturity date of such series of notes, and the ability of its restricted subsidiaries to incur indebtedness or issue preferred stock, unless the Company’s fixed charge coverage ratio would have been at least 2.0 to 1.0 on a pro forma basis. The covenants are subject to several material exceptions, including an exception for indebtedness under the Company’s credit facilities up to a specified amount.

Restricted Payments. L-3 Holdings relies on dividends paid by L-3 Communications to generate the funds necessary to pay dividends on and repurchase its common stock. The Revolving Credit Facility contains provisions that limit the ability of L-3 Communications to pay dividends, repurchase L-3 Holdings’ common stock or other distributions with respect to any capital stock and make investments in L-3 Holdings. However, the Revolving Credit Facility permits L-3 Communications to:

•   fund payments of interest on indebtedness of L-3 Holdings and to fund payments of dividends on disqualified preferred stock issued by L-3 Holdings, so long as (1) any such indebtedness or disqualified preferred stock is guaranteed by L-3 Communications and (2) the proceeds received by L-3 Holdings from the issuance of such indebtedness or disqualified preferred stock have been invested by L-3 Holdings in L-3 Communications;

•   fund payments and prepayments of principal of indebtedness of L-3 Holdings and to fund optional and mandatory redemptions of disqualified preferred stock issued by L-3 Holdings, so long as (1) any such indebtedness or disqualified preferred stock is guaranteed by L-3 Communications and (2) the amount of such fundings does not exceed the sum of (a) the aggregate amount of investments made by L-3 Holdings in L-3 Communications with the proceeds from any issuance of indebtedness or disqualified preferred stock by L-3 Holdings that is guaranteed by L-3 Communications and (b) the amount of any premium, penalty, or accreted value payable in connection with such payment, prepayment or redemption;

•   pay other dividends on and make other redemptions of its equity interests (including for the benefit of L-3 Holdings) and make other investments in L-3 Holdings, so long as no default or event of default has occurred and is continuing, up to an aggregate amount of $2.0 billion, increased (or decreased) on a cumulative basis at the end of each quarter, commencing with the quarter ended December 31, 2009 by an amount equal to 50% of the consolidated net income (or deficit) of L-3 Communications for the quarter, plus (1) 100% of the proceeds from any issuance of capital stock (other than disqualified preferred stock) by L-3 Holdings after October 23, 2009, provided those proceeds were invested in L-3 Communications, plus (2) 100% of the proceeds from any issuance of indebtedness or disqualified preferred stock by L-3 Holdings after October 23, 2009 provided those proceeds were invested in L-3 Communications and the indebtedness or disqualified preferred stock is not

F-33

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

guaranteed by L-3 Communications, plus (3) 100% of the proceeds from any issuance of capital stock (other than disqualified preferred stock) by L-3 Communications after October 23, 2009.

Disqualified preferred stock discussed above is stock, other than common stock, that is not classified as a component of shareholders’ equity on the balance sheet. At December 31, 2009, L-3 Holdings and L-3 Communications did not have any disqualified preferred stock.

The Senior Subordinated Notes indentures contain provisions that limit the ability of L-3 Communications to pay dividends to L-3 Holdings and make investments in L-3 Holdings, subject to exceptions. Subject to certain limitations, the indentures permit L-3 Communications to make such restricted payments so long as it would be able to incur at least one dollar of additional indebtedness under the fixed charge coverage ratio test described above and meet other conditions.

Cross default provisions.  The Revolving Credit Facility contains cross default provisions that are triggered when a payment default occurs or certain other defaults occur that would allow the acceleration of indebtedness, swap contracts or guarantees of L-3 Holdings, L-3 Communications or its subsidiaries, so long as the aggregate amount of such indebtedness, swap contracts or guarantees is at least $50 million and such defaults (other than payment defaults and defaults that have resulted in acceleration) have not been cured within 10 days. The Senior Subordinated Notes indentures contain cross acceleration provisions that are triggered when holders of the indebtedness of L-3 Holdings, L-3 Communications or their restricted subsidiaries (or the payment of which is guaranteed by such entities) accelerate at least $10 million in aggregate principal amount of those obligations. The Senior Notes indenture contains a cross acceleration provision that is triggered when a default or acceleration occurs under any indenture or instrument of L-3 Communications or its subsidiaries or the payment of which is guaranteed by L-3 Communications or its subsidiaries in an aggregate amount of at least $100 million.

11.   Equity

In October 2008, L-3 Holdings completed its previously announced $750 million share repurchase program, which was approved by its Board of Directors on December 11, 2007. On November 24, 2008, L-3 Holdings’ Board of Directors approved a new share repurchase program that authorizes L-3 Holdings to repurchase up to an additional $1 billion of its outstanding shares of common stock through December 31, 2010. Repurchases are made from time to time at management’s discretion in accordance with applicable federal securities laws. All share repurchases of L-3 Holdings common stock have been recorded as treasury shares. At December 31, 2009, the remaining dollar value under the share repurchase program was $426 million.

From January 1, 2010 through February 25, 2010, L-3 Holdings had repurchased 776,567 shares of its common stock at an average price of $86.81 per share for an aggregate amount of approximately $67 million.

12.   Fair Value Measurements

The Company applies the accounting standards for fair value measurements to all of the Company’s assets and liabilities that are measured and recorded at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants. The standards establish a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs.

F-34

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents the fair value hierarchy level for each of the Company’s assets and liabilities that are measured at fair value on a recurring basis.

	December 31,
	2009						2008
Description	Level 1(1)		Level 2(2)		Level 3(3)		Level 1(1)		Level 2(2)		Level 3(3)
	(in millions)
Assets
Cash equivalents	$	891	$	—	$	—	$	794	$	—	$	—
Derivatives (Foreign Currency Forward Contracts)		—		16		—		—		22		—
Total Assets	$	891	$	16	$	—	$	794	$	22	$	—
Liabilities
Derivatives (Foreign Currency Forward Contracts)	$	—	$	10	$	—	$	—	$	21	$	—

(1)	Level 1 is based on quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
(2)	Level 2 is based on pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable. The fair value is determined using a valuation model based on observable market inputs, including quoted foreign currency forward exchange rates and consideration of non-performance risk.
(3)	Level 3 is based on pricing inputs that are not observable and not corroborated by market data. The Company has no Level 3 assets or liabilities.

13.   Financial Instruments

At December 31, 2009 and 2008, the Company’s financial instruments consisted primarily of cash and cash equivalents, billed receivables, trade accounts payable, Senior Notes, Senior Subordinated Notes, CODES and foreign currency forward contracts. The carrying amounts of cash and cash equivalents, billed receivables and trade accounts payable are representative of their respective fair values because of the short-term maturities or expected settlement dates of these instruments. The fair value of the Senior Notes and CODES are based on quoted prices for the same or similar debt issues. The Senior Subordinated Notes are registered, unlisted public debt traded in the over-the-counter market and their fair values are based on quoted trading activity. The fair values of foreign currency forward contracts are based on forward exchange rates. The carrying amounts and estimated fair values of the Company’s financial instruments are presented in the table below.

	December 31, 2009				December 31, 2008
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
			(in millions)
Borrowings under the Term Loan Facility	$	—	$	—	$	650	$	608
Senior Notes		996		995		—		—
Senior Subordinated Notes		2,440		2,461		3,188		2,916
CODES		676		736		655		697
Foreign currency forward contracts(1)		6		6		1		1

⁽¹⁾ See Note 14 for additional disclosures regarding the notional amounts and fair values of foreign currency forward contracts.

F-35

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

14.   Derivative Financial Instruments

Notional amounts are used to measure the volume of foreign currency forward contracts and do not represent exposure to foreign currency losses. The table below presents the notional amounts of the Company’s outstanding foreign currency forward contracts by currency as of December 31, 2009:

Currency	Notional Amount
	(in millions)
U.S. dollar	$	112
Canadian dollar		98
British pound		95
Euro		39
Other		8
Total	$	352

At December 31, 2009, the Company’s foreign currency forward contracts had maturities through 2016. The table below presents the fair values and the location of the Company’s derivative instruments in the Consolidated Balance Sheet as of December 31, 2009.

	Fair Values of Derivative Instruments(1)
	Other				Other
	Current		Other		Current		Other
	Assets		Assets		Liabilities		Liabilities
			(in millions)
Derivatives designated as hedging instruments:
Foreign currency forward contracts	$	6	$	7	$	4	$	2
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		2		1		3		1
Embedded derivative related to the CODES		—		—		—		—
Total derivative instruments	$	8	$	8	$	7	$	3

⁽¹⁾ See Note 12 for a description of the fair value hierarchy related to the Company’s foreign currency forward contracts.

The effect of gains or losses from foreign currency forward contracts was not material to the Consolidated Statement of Operations for the year ended December 31, 2009. The estimated net amount of existing gains at December 31, 2009 that is expected to be reclassified into income within the next 12 months is $2 million.

15.   Accumulated Other Comprehensive (Loss) Income

The changes in the accumulated other comprehensive (loss) income balances, net of related tax effects are presented in the table below:

							Unrecognized			Total
				Unrealized			gains			accumulated
	Foreign			gains (losses)			(losses) and			other
	currency			on hedging			prior service			comprehensive
	translation			instruments			cost, net			(loss) income
				(in millions)
Balance at December 31, 2006	$	125		$	(5	)	$	(169	)	$	(49	)
Measurement date change for retirement benefit plans		—			—			39			39
Period change		135			4			24			163
Balance at December 31, 2007		260			(1	)		(106	)		153
Period change		(222	)		6			(269	)		(485	)
Balance at December 31, 2008		38			5			(375	)		(332	)
Period change		117			—			49			166
Balance at December 31, 2009	$	155		$	5		$	(326	)	$	(166	)

F-36

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

16.   L-3 Holdings’ Earnings Per Share

A reconciliation of basic and diluted EPS is presented in the table below.

	Year Ended December 31,
	2009			2008			2007
	(in millions, except per share data)
Reconciliation of net income:
Income from continuing operations	$	911		$	929		$	754
Net income attributable to noncontrolling interests		(10	)		(11	)		(9	)
Net income allocable to participating securities		(8	)		(9	)		(5	)
Income from continuing operations allocable to L-3 Holdings		893			909			740
Gain on sale of a business, net of income taxes		—			20			—
Net income allocable to L-3 Holdings	$	893		$	929		$	740
Earnings per share allocable to L-3 Holdings’ common shareholders:
Basic:
Weighted average common shares outstanding		116.8			121.2			124.9
Basic earnings per share:
Income from continuing operations	$	7.65		$	7.50		$	5.92
Gain on sale of a business, net of income taxes		—			0.17			—
Net income	$	7.65		$	7.67		$	5.92
Diluted:
Common and potential common shares:
Weighted average common shares outstanding		116.8			121.2			124.9
Assumed exercise of stock options		3.5			4.1			5.0
Unvested restricted stock awards		0.4			—			—
Employee stock purchase plan contributions		0.4			0.4			0.4
Performance unit awards		—			—			—
Assumed purchase of common shares for treasury		(3.7	)		(3.5	)		(4.2	)
Assumed conversion of the CODES		—	(1)		0.2			0.1
Common and potential common shares		117.4			122.4			126.2
Diluted earnings per share:
Income from continuing operations	$	7.61		$	7.43		$	5.86
Gain on sale of a business, net of income taxes		—			0.16			—
Net income	$	7.61		$	7.59		$	5.86

⁽¹⁾ L-3 Holdings’ CODES had no impact on diluted EPS for the year ended December 31, 2009 because the average market price of L-3 Holdings common stock during this period was less than the price at which the CODES would have been convertible into L-3 Holdings common stock. As of December 31, 2009, the conversion price was $100.14.

Excluded from the computations of diluted EPS are shares related to stock options, restricted stock, and restricted stock units underlying employee stock-based compensation of 3.0 million for the year ended

F-37

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2009, 2.3 million for the year ended December 31, 2008 and 1.6 million for the year ended December 31, 2007, because they were anti-dilutive.

Diluted EPS for the year ended December 31, 2008 included (1) a gain of $0.66 per share for the reversal of a current liability as a result of a June 27, 2008 decision by the U.S. Court of Appeals which vacated an adverse 2006 jury verdict and related accrued interest, (2) a gain of $0.06 per share for the sale of a product line (see Note 4), and (3) a non-cash impairment charge of $0.14 per share related to a write-down of capitalized software development costs associated with a general aviation product.

17.   Income Taxes

Income before income taxes is summarized in the table below.

	Year Ended December 31,
	2009		2008		2007
	(in millions)
Domestic	$	1,210	$	1,272	$	1,003
Foreign		176		151		162
Income from continuing operations before income taxes	$	1,386	$	1,423	$	1,165

The components of the Company’s current and deferred portions of the provision for income taxes are presented in the table below.

	Year Ended December 31,
	2009		2008			2007
	(in millions)
Current income tax provision:
Federal	$	304	$	244		$	228
State and local		58		47			43
Foreign		39		50			34
Subtotal		401		341			305
Deferred income tax provision (benefit):
Federal		60		137			82
State and local		5		23			13
Foreign		9		(7	)		11
Subtotal		74		153			106
Total provision for income taxes	$	475	$	494		$	411

F-38

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

A reconciliation of the statutory federal income tax rate to the effective income tax rate of the Company is presented in the table below.

	Year Ended December 31,
	2009			2008			2007
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal income tax benefit		3.1			3.1			3.1
Foreign income taxes		(0.5	)		(1.1	)		(1.3	)
Manufacturing benefits		(0.8	)		(0.9	)		(0.7	)
Research and experimentation and other tax credits		(1.3	)		(1.0	)		(0.9	)
Resolution of tax contingencies		(1.9	)		(1.2	)		(1.0	)
Other, net		0.7			0.8			1.1
Effective income tax rate		34.3	%		34.7	%		35.3	%

The significant components of the Company’s net deferred tax assets and liabilities are presented in the table below.

	December 31,
	2009			2008
	(in millions)
Deferred tax assets:
Inventoried costs	$	12		$	3
Compensation and benefits		137			69
Pension and postretirement benefits		290			293
Income recognition on contracts in process		—			90
Loss carryforwards		21			15
Tax credit carryforwards		14			10
Other		132			107
Gross deferred tax assets		606			587
Deferred tax liabilities:
Goodwill and other intangible assets	$	538		$	439
Income recognition on contracts in process		17			—
Property, plant and equipment		58			41
Other		15			19
Gross deferred tax liabilities		628			499
Valuation allowance		3			4
Net deferred tax (liabilities) assets	$	(25	)	$	84

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents the classification of the Company’s deferred tax assets and liabilities.

	December 31,
	2009			2008
	(in millions)
Current deferred tax assets	$	247		$	211
Non-current deferred tax liabilities		(272	)		(127	)
Total net deferred tax (liabilities) assets	$	(25	)	$	84

At December 31, 2009, the Company’s loss carryforwards included $3 million of U.S. Federal net operating losses that are subject to certain limitations and will expire, if unused, between 2023 and 2028, and approximately $118 million of state net operating losses that will expire, if unused, between 2010 and 2029. The Company also has $9 million of tax credit carryforwards related to state research and experimentation credits and investment tax credits that will expire, if unused, beginning in 2012. The Company believes that it will generate sufficient taxable income, of the appropriate character, to fully utilize all the U.S. Federal net operating losses, $112 million of the state net operating losses and all the state credit carryforwards before they expire. The Company previously had a valuation allowance against its U.S. Federal capital loss carryforward from the 2005 acquisition of The Titan Corporation (Titan). The Company utilized these capital loss carryforwards in 2008 and reversed the related $5 million valuation allowance as a reduction to goodwill.

As of December 31, 2009, the total amount of unrecognized tax benefits was $219 million, $125 million of which would reduce the effective income tax rate, if recognized. A reconciliation of the change in unrecognized income tax benefits, excluding interest and penalties, is presented in the table below.

	2009			2008			2007
	(in millions)
Balance at January 1	$	171		$	253		$	302
Additions for tax positions related to the current year		17			10			10
Additions for tax positions related to prior years		64			14			1
Reductions for tax positions related to prior years		—			(87	)		(24	)
Reductions for tax positions related to settlements with taxing authorities		(2	)		(19	)		(31	)
Reduction for tax positions related to prior years as a result of a lapse of statute of limitations		(31	)		—			(5	)
Balance at December 31	$	219		$	171		$	253

The U.S. Federal income tax jurisdiction is the Company’s major tax jurisdiction. The statute of limitations for the Company’s U.S. Federal income tax returns for the years ended December 31, 2006 through 2008 is open as of December 31, 2009. The Internal Revenue Service (IRS) began its audit of the Company’s 2006 and 2007 U.S. Federal income tax returns in April 2009. In addition, the Company has numerous state and foreign income tax audits currently in process. As of December 31, 2009, the Company anticipates that unrecognized tax benefits will decrease by approximately $55 million over the next 12 months.

In 2009, the statute of limitations for the 2004 and 2005 U.S. Federal income tax returns of the Company, certain foreign income tax returns and certain returns of its acquired subsidiaries expired. As a result, the Company reduced its income tax provision by $31 million for the reversal of previously accrued amounts.

In December 2008, the Company reached an agreement with the IRS relating to the audit of its 2004 and 2005 U.S. Federal income tax returns. The Company also settled numerous state and local income tax audits during 2008.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As a result of these settlements, the Company reduced its provision for income tax by approximately $27 million in 2008 for the reversal of previously accrued amounts, including interest. In addition, the Company finalized the deferred tax assets acquired in various business acquisitions, resulting in the Company increasing its deferred tax assets by $98 million, reducing its current and non-current tax liabilities by $38 million and reducing its goodwill by $136 million.

In March 2007, the IRS completed a limited scope audit of certain income tax positions taken by the Company on its U.S. Federal income tax returns in connection with two business acquisition transactions that resulted in the Company paying additional U.S. Federal income taxes of $7 million. The additional income tax payment was previously accrued as a liability and does not affect the effective income tax rate for 2007. In addition, the statute of limitations for the Company’s 2002 U.S. Federal income tax return expired in April 2007 and for its 2003 U.S. Federal income tax return expired in September 2007. As a result, the Company reduced its provision for income taxes by approximately $7 million during the second quarter of 2007 and $5 million during the third quarter of 2007 for the reversal of previously accrued amounts, primarily interest.

In August 2007 the IRS completed its audit of the pre-acquisition U.S. Federal income tax returns of Titan for the 2002 and 2003 tax years (the Company acquired Titan on July 29, 2005). As a result of the completion of the Titan audits, the Company reduced unrecognized income tax benefits by $47 million, which did not impact the Company’s effective income tax rate. Of the $47 million, $25 million of net operating loss carryforwards were disallowed on audit, and the remaining $22 million of allowed losses were recorded as a reduction to goodwill.

As of December 31, 2009 and 2008, current and non-current income taxes payable include accrued interest of $23 million ($14 million after income taxes) and $18 million ($11 million after income taxes), respectively, and penalties of $9 million and $7 million, respectively. The Company’s income tax expense included an expense (benefit) of $3 million, $(2) million and $1 million for interest related items in the years ended December 31, 2009, 2008 and 2007, respectively.

18.   Stock-Based Compensation

Stock-based Compensation Plans. Effective April 29, 2008, the Company adopted the 2008 Long Term Performance Plan (2008 LTPP) and the 2008 Directors Stock Incentive Plan (2008 DSIP). As a result, no subsequent awards in respect of shares of L-3 Holdings common stock have been or will be issued under the Company’s 1997 Stock Option Plan, the 1998 Directors Stock Option Plan and the 1999 Long Term Performance Plan (Prior Plans).

Awards under the 2008 LTPP may be granted to any officer or employee of the Company or any of its subsidiaries, or to any other individual who provides services to or on behalf of the Company or any of its subsidiaries. Awards under the 2008 LTPP may be in the form of stock options, stock appreciation rights, restricted stock and other stock-based awards (including restricted stock units and performance units). Awards under the 2008 DSIP may be granted only to non-employee directors of the Company. Awards under the 2008 DSIP may be in the form of stock options, restricted stock, restricted stock units and minimum ownership stock. The 2008 LTPP and the 2008 DSIP are collectively referred to as the 2008 Plans.

Under the terms of the 2008 LTPP, (i) the maximum number of shares of L-3 Holdings’ common stock that may be issued pursuant to “full value” awards (i.e., all awards other than stock options and stock appreciation rights) is 2,500,000, (ii) the maximum number of shares of L-3 Holdings’ common stock that may be issued pursuant to “incentive” stock option awards (i.e., stock options granted in accordance with Section 422 of the U.S. Internal Revenue Code of 1986, as amended) is 3,000,000, (iii) the maximum number of shares of L-3 Holdings’ common stock that may be issued (or paid in cash by reference to such shares) pursuant to all awards granted during a calendar year to any individual participant is 500,000 and (iv) the maximum number of shares of L-3 Holdings’ common stock that may be issued (or paid in cash by reference to such shares) to any participant over the life of the

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2008 LTPP with respect to performance-based awards may not exceed 5% of L-3 Holdings’ total outstanding shares of common stock.

At December 31, 2009, the number of shares of L-3 Holdings’ common stock authorized for grant under the 2008 Plans was 5.3 million, of which 2.5 million shares were still available for awards.

To date, awards under the 2008 Plans and Prior Plans (collectively, the Plans) have been in the form of L-3 Holdings’ restricted stock, restricted stock units, performance units and options to purchase L-3 Holdings’ common stock. The Company adopted the Plans in order to provide incentives to directors, officers, employees and other individuals providing services to or on behalf of the Company and its subsidiaries. The Company believes that its stock-based compensation awards encourage high levels of performance by individuals who contribute to the success of the Company and enable the Company to attract, retain and reward talented and experienced individuals. This is accomplished by providing eligible individuals with an opportunity to obtain or increase a proprietary interest in the Company and/or by providing eligible individuals with additional incentives to join or remain with the Company. The Plans serve to better align the interests of management and its employees with those of the Company’s shareholders.

Stock Options. The exercise price of stock options that may be granted under the 2008 Plans may not be less than the fair market value of L-3 Holdings’ common stock on the date of grant. Options expire after 10 years from the date of grant and vest ratably over a three year period on the annual anniversary of the date of grant. All unvested options are subject to forfeiture upon termination of employment (subject to customary exceptions for death or disability). Compensation expense for stock option awards was $16 million ($10 million after income taxes) for the year ended December 31, 2009, $17 million ($10 million after income taxes) for the year ended December 31, 2008, and $20 million ($12 million after income taxes) for the year ended December 31, 2007. All of the stock option awards issued under the Plans are non-qualified stock options for U.S. income tax regulations. The table below presents a summary of the Company’s stock option activity as of December 31, 2009 and changes during the year then ended.

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Options			Price		Term		Value
	(in thousands)					(in years)		(in millions)
Number of shares under option
Outstanding at January 1, 2009		5,158.3		$	72.12		6.7	$	45
Options granted		681.3			73.61
Options exercised		(466.2	)		52.27
Options forfeited		(139.5	)		87.00
Outstanding at December 31, 2009		5,233.9		$	73.68		6.3	$	83
Vested and expected to vest at December 31, 2009(1)		5,038.0		$	73.32		6.3	$	81
Exercisable at December 31, 2009		3,887.1		$	69.59		5.4	$	74

⁽¹⁾ Represents outstanding options reduced by expected forfeitures for options not fully vested.

The weighted average grant date fair value of each stock option awarded was $14.67, $18.65, and $22.24 for the years ended December 31, 2009, 2008 and 2007, respectively. The aggregate intrinsic value, disclosed in the

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

table above, represents the difference between L-3 Holding’s closing stock price on the last trading day for the period, and the exercise price, multiplied by the number of in-the-money stock options.

The total intrinsic value of stock options exercised, based on the difference between the L-3 Holdings stock price at the time of exercise and the related exercise price, was $12 million, $35 million, and $66 million for the years ended December 31, 2009, 2008 and 2007, respectively. At December 31, 2009, unrecognized compensation costs related to stock options was $17 million ($10 million after income taxes), which is expected to be recognized over a weighted average remaining period of 2.0 years.

The actual income tax benefit realized related to compensation deductions arising from the exercise of stock options by the Company’s employees totaled $5 million, $13 million, and $25 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Stock Option Fair Value Estimation Assumptions. The Company estimates the fair value of its stock options at the date of grant using the Black-Scholes option-pricing valuation model. The Company’s valuation model is affected by L-3 Holdings’ stock price as well as weighted average assumptions for a number of subjective variables described below.

•     Expected Holding Period. The expected holding period of stock options granted represents the period of time that stock options granted are expected to be outstanding until they are exercised. The Company uses historical stock option exercise data to estimate the expected holding period.

•     Expected Volatility. Expected volatility is based on L-3 Holdings’ historical share price volatility matching the expected holding period.

•     Expected Dividend Yield. Expected dividend yield is based on L-3 Holdings’ anticipated dividend payments and historical pattern of dividend increases over the expected holding period.

•     Risk-Free Interest Rate. The risk-free interest rates for stock options are based on U.S. Treasuries for a maturity matching the expected holding period.

Changes in assumptions can materially impact the estimated fair value of stock options. The weighted average assumptions used in the valuation model are presented in the table below.

	2009			2008			2007
	Grants			Grants			Grants
Expected holding period (in years)		4.6			4.7			4.5
Expected volatility		26.2	%		20.2	%		20.5	%
Expected dividend yield		2.4	%		1.6	%		1.3	%
Risk-free interest rate		2.5	%		3.2	%		4.6	%

Restricted Stock Units. The Company awards restricted stock units that automatically convert into shares of L-3 Holdings’ common stock upon vesting (in the case of awards granted to employees) or upon the date on which the recipient ceases to be a director (in the case of awards granted to directors). These awards are subject to forfeiture until certain restrictions have lapsed, including a three year cliff vesting period for employees and a one year cliff vesting period for directors, in each case starting on the date of grant. The weighted average grant date fair value of each restricted stock unit awarded was $74.02, $98.18 and $96.15 for the years ended December 31, 2009, 2008 and 2007, respectively. The grant date fair value of the restricted stock unit awards is based on L-3 Holdings’ closing stock price at the date of grant, and will generally be recognized as compensation expense on a straight-line basis over the vesting period. However, for employees who attain retirement eligibility status prior to the end of the

F-43

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

three year cliff vesting period, and who have provided at least one year of service after the date of grant, compensation expense is recognized over the shorter period from the date of grant to the retirement eligibility date. Retirement eligible employees are those employees that have attained the age of 65 and have completed at least five years of service (which service must be continuous through the date of termination except for a single break in service that does not exceed one year in length).

Compensation expense for all restricted stock unit awards was $42 million ($25 million after income taxes) for the year ended December 31, 2009, $32 million ($19 million after income taxes) for the year ended December 31, 2008, and $21 million ($13 million after income taxes) for the year ended December 31, 2007. The table below presents a summary of the Company’s nonvested restricted stock unit awards as of December 31, 2009 and changes during the year then ended.

				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
	(in thousands)
Nonvested balance at January 1, 2009		1,288.9		$	91.88
Granted		822.2			74.02
Vested		(305.6	)		75.56
Forfeited		(98.3	)		90.20
Nonvested balance at December 31, 2009		1,707.2		$	86.30

As of December 31, 2009, total unrecognized compensation costs related to nonvested restricted stock unit awards were $67 million ($41 million after income taxes) and are expected to be recognized over a weighted average remaining period of 2.1 years. The total fair value of restricted stock unit awards vested during the years ended December 31, 2009, 2008 and 2007 as of their vesting dates was $23 million, $20 million and $6 million, respectively.

Performance Units. The Company’s Long-Term Incentive Program (LTIP) is a multi-year performance program under which each participant receives a target award of performance units, with each unit having a value at the time of grant equal to a share of L-3 Holdings’ common stock. The number of units ultimately earned can range from zero to 200% of the target award. The final value of each award will vary based upon (1) the level of performance achieved by the Company over the associated performance period in relation to pre-determined performance goals established by the Compensation Committee and (2) the closing price of L-3 Holdings’ common stock at the end of the performance period. Units issued under the program are payable in either cash or shares of L-3 Holdings’ common stock as determined at the time of grant by the Compensation Committee.

In 2009, 2008, and 2007, the Company awarded performance units with a weighted average grant date fair value per unit of $87.18, $103.10, and $108.63, respectively. Of these units, (1) the final value of half of the units is contingent upon the compound annual growth rate in L-3’s diluted earnings per share (the EPS Element) and (2) the final value of half of the units is contingent upon L-3’s total stockholder return relative to a peer group of companies (the TSR Element). The performance period for units awarded during 2009, 2008 and 2007 begins on the first day of the Company’s fiscal third quarter of the applicable grant year and ends on the December 31 that is two and a half years later. Units related to the EPS Element are payable in shares of L-3 Holdings’ common stock, while units related to the TSR Element are payable in cash based on the closing price of L-3 Holdings’ common stock at the end of the performance period. The total compensation expense recognized under the LTIP for the years ended December 31, 2009, 2008, and 2007 was $9 million ($5 million after income taxes), $4 million ($2 million after income taxes), and $1 million ($1 million after income taxes), respectively. As of December 31, 2009, total

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

unrecognized compensation costs related to the performance units were $9 million ($6 million after income taxes) and are expected to be recognized over a weighted average remaining period of 1.7 years.

The table below presents a summary of the Company’s performance unit awards based on expected performance as of December 31, 2009 and changes during the year then ended.

	Payable in Cash (TSR)					Payable in Shares (EPS)
				Weighted Average					Weighted Average
	Number of			Grant Date		Number of			Grant Date
	Units			Fair Value		Units			Fair Value
	(in thousands)					(in thousands)
Outstanding at January 1, 2009		64.3		$	113.39		70.5		$	98.24
Granted		39.9			100.75		39.9			73.61
Increase due to expected performance		26.7			107.71		16.8			96.80
Vested		(38.9	)		117.68		(43.2	)		99.58
Forfeited		(1.0	)		108.51		(1.1	)		88.90
Outstanding at December 31, 2009		91.0		$	104.44		82.9		$	85.51

The performance period for the units awarded in 2007 ended on December 31, 2009. Based on the EPS element and TSR element achieved during the performance period, total performance units of 82,131 having a fair market value of $7 million as of their vesting date were earned by the LTIP participants on December 31, 2009.

Performance Units Fair Value Assumptions. The TSR element is initially measured at fair value and subsequently remeasured each reporting period using a Monte Carlo valuation model that incorporates current assumptions, including L-3 Holdings’ stock price and the variables described below.

•   Expected Volatility. Expected volatility is based on L-3 Holdings’ historical share price volatility matching the remaining measurement period.

•   Expected Dividend Yield. Expected dividend yield is based on L-3 Holdings’ anticipated dividend payments and historical pattern of dividend increases over the remaining measurement period.

•   Risk-Free Interest Rate. Risk-free interest rates for the performance units are based on U.S. Treasuries for a maturity matching the remaining measurement period.

Changes in assumptions can materially impact the estimated fair value of the TSR element from period to period. The weighted average assumptions used in the valuation model as of December 31, 2009 are presented in the table below.

	2009		2008
	Grants		Grants
Expected volatility		31.6%		26.5%
Expected dividend yield		1.6%		1.6%
Risk-free interest rate		1.1%		0.5%

Employee Stock Purchase Plan. Effective July 1, 2009, the Company adopted the 2009 Employee Stock Purchase Plan (2009 ESPP). As a result, no subsequent options to purchase shares of L-3 Holdings’ common stock have been or will be granted under the Company’s prior employee stock purchase plan (2001 ESPP).

The general terms of the 2009 ESPP are substantially identical to those of the 2001 ESPP. Under the 2009 ESPP, eligible employees are offered options to purchase shares of L-3 Holdings’ common stock at 85% of fair

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

market value based on the average of the highest and lowest sales prices for the stock on the last day of each six-month offering period. Eligible employees generally include all employees of the Company and each subsidiary or affiliate of the Company that has been designated to participate in the 2009 ESPP. Offering periods begin on the first trading day in January and July of each calendar year and end on the last trading day in June and December of each calendar year. Share purchases are funded through payroll deductions of up to 10% of an employee’s eligible compensation for each payroll period, or $21,250 each calendar year.

After adjustment for the shares issued under the 2001 ESPP, the 2009 ESPP authorizes L-3 Holdings to issue up to 7.4 million shares, all of which were available for future issuance as of December 31, 2009 (i.e., excluding the effect of shares issued in January 2010 as described below). In July 2009, the Company issued 0.6 million shares under the 2001 ESPP at an average price of $58.92 per share, which covered employee contributions for the six months ended June 30, 2009. In January 2010, the Company issued 0.5 million shares under the 2009 ESPP at an average price of $74.83 per share, which covered employee contributions for the six months ended December 31, 2009. For both years ended December 31, 2009 and 2008, the Company recognized $12 million ($10 million after income taxes) in compensation expense related to the discount for L-3 Holdings’ common stock purchases under the 2001 ESPP and 2009 ESPP.

19.   Commitments and Contingencies

Non-Cancelable Operating Leases

The Company leases certain facilities and equipment under agreements expiring at various dates through 2028. Certain leases contain renewal options or escalation clauses providing for increased rental payments based upon maintenance, utility and tax increases. No lease agreement imposes a restriction on the Company’s ability to pay dividends, engage in debt or equity financing transactions, or enter into further lease agreements.

The following table presents future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year at December 31, 2009.

	Real Estate		Equipment		Total
	(in millions)
2010	$	151	$	23	$	174
2011		147		16		163
2012		100		12		112
2013		77		7		84
2014		67		6		73
Thereafter		166		23		189
Total minimum payments required		708		87		795
Less: Sublease rentals under non-cancelable leases		25		—		25
Net minimum payments required	$	683	$	87	$	770

Rent expense, net of sublease income, was $170 million for 2009, $166 million for 2008 and $162 million for 2007.

Letters of Credit

The Company enters into standby letters of credit with financial institutions covering performance and financial guarantees pursuant to contractual arrangements with certain customers. The Company had total

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

outstanding letters of credit aggregating to $360 million, of which, $32 million reduces the amount available to the Company under the Revolving Credit Facility at December 31, 2009, and $372 million, of which, $60 million reduced the amount of available borrowings under the revolving credit facility at December 31, 2008. These letters of credit may be drawn upon in the event of the Company’s nonperformance.

Guarantees

The Company, from time to time, enters into contractual guarantees that arise in connection with its business acquisitions, dispositions, and other contractual arrangements in the normal course of business.

In connection with the Company’s acquisition of MAPPS in 2005, the Company acquired a 47.5% interest in FAST Holdings Limited (FAST), a joint venture corporation. FAST has been contracted to provide and operate training facilities and equipment for the United Kingdom’s Astute Class Submarine Training Service program. The Company has guaranteed 50% of certain bank debt borrowed by FAST to finance its activities on this program. At December 31, 2009, the Company’s guarantee amounted to $46 million. The Company will be released from the guarantee upon customer acceptance of all contract deliverables, which is expected to occur no later than 2010.

The Company has two existing real estate lease agreements, which include residual guarantee amounts, expiring on August 31, 2010 and are accounted for as operating leases. On or before the lease expiration date, the Company can exercise options under the lease agreements to either renew the leases, purchase both properties for $28 million, or sell both properties on behalf of the lessor (the “Sale Option”). If the Company elects the Sale Option, the Company must pay the lessor a residual guarantee amount of $23 million for both properties, on or before the lease expiration date. In addition, at the time both properties are sold, the Company must pay the lessor a supplemental rent payment equal to the gross sales proceeds in excess of the residual guarantee, provided that such amount shall not exceed $5 million. For these real estate lease agreements, if the gross sales proceeds are less than the sum of the residual guarantee amount and the supplemental rent payment, the Company is required to pay a supplemental rent payment to the extent the reduction in the fair value of the properties is demonstrated by an independent appraisal to have been caused by the Company’s failure to properly maintain the properties. The aggregate residual guarantee amounts equal $23 million and are included in the future minimum payments under non-cancelable real estate operating lease payments relating to the expiration dates of such leases.

The Company has a contract to provide and operate for the U.S. Air Force (USAF) a full-service training facility, including simulator systems adjacent to a USAF base in Oklahoma. The Company acted as the construction agent on behalf of the third-party owner-lessors for procurement and construction for the simulator systems, which were completed and delivered in August 2002. The Company, as lessee, entered into operating lease agreements for a term of 15 years for the simulator systems with the owner-lessors. At the end of the lease term, the Company may elect to purchase the simulator systems at fair market value, which can be no less than $7 million and no greater than $21 million. If the Company does not elect to purchase the simulator systems on the date of expiration (July 15, 2017), the Company shall pay to the lessor, as additional rent, $3 million and return the simulator systems to the lessors.

U.S. and Foreign Government Procurement Regulations

A substantial majority of the Company’s revenues are generated from providing products and services under legally binding agreements, or contracts, with U.S. Government and foreign government customers. U.S. Government contracts are subject to extensive legal and regulatory requirements, and, from time to time, agencies of the U.S. Government investigate whether such contracts were and are being conducted in accordance with these requirements. The Company is currently cooperating with the U.S. Government on several investigations from which civil, criminal or administrative proceedings could result and give rise to fines, penalties, compensatory and treble damages, restitution and/or forfeitures. The Company does not currently anticipate that any of these investigations will have a material adverse effect, individually or in the aggregate, on its consolidated financial

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

position, results of operations or cash flows. However, under U.S. Government regulations, an indictment of the Company by a federal grand jury could result in the Company being suspended for a period of time from eligibility for awards of new government contracts or in a loss of export privileges. A conviction could result in debarment from contracting with the federal government for a specified term. In addition, all of the Company’s U.S. Government contracts: (1) are subject to audit and various pricing and cost controls, (2) include standard provisions for termination for the convenience of the U.S. Government or for default, and (3) are subject to cancellation if funds for contracts become unavailable. Foreign government contracts generally include comparable provisions relating to terminations for convenience and default, as well as other procurement clauses relevant to the foreign government.

Environmental Matters

Management continually assesses the Company’s obligations with respect to applicable environmental protection laws, including those obligations assumed in connection with certain business acquisitions. While it is difficult to determine the timing and ultimate cost to be incurred by the Company in order to comply with these laws, based upon available internal and external assessments, with respect to those environmental loss contingencies of which management is aware, the Company believes that, after considering amounts accrued there are no environmental loss contingencies that, individually or in the aggregate, would be material to the Company’s consolidated results of operations. The Company accrues for these contingencies when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

Litigation Matters

The Company has been subject to and is involved in litigation, government investigations, proceedings, claims or assessments and various contingent liabilities incidental to its businesses, including those specified below. Furthermore, in connection with certain business acquisitions, the Company has assumed some or all claims against, and liabilities of, the acquired business, including both asserted and unasserted claims and liabilities. In accordance with the accounting standard for contingencies, the Company records a liability when management believes that it is both probable that a liability has been incurred and the Company can reasonably estimate the amount of the loss. Generally, the loss is recorded at the amount the Company expects to resolve the liability. The estimated amounts of liabilities recorded for pending and threatened litigation is disclosed in Note 8. Amounts recoverable from insurance contracts or third parties are recorded as assets when deemed probable. At December 31, 2009, the Company did not record any amounts for recoveries from insurance contracts or third parties in connection with the amount of liabilities recorded for pending and threatened litigation. Legal defense costs are expensed as incurred. The Company believes it has recorded adequate provisions for its litigation matters. The Company reviews these provisions quarterly and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. While it is reasonably possible that an unfavorable outcome may occur in one or more of the following matters, unless otherwise stated below, the Company believes that it is not probable that a loss has been incurred in any of these matters. An estimate of loss or range of loss is disclosed for a particular litigation matter when such amount or amounts can be reasonably estimated and no loss has been accrued. The Company believes that any damage amounts claimed in the specific matters discussed below are not meaningful indicators of potential liability. Although the Company believes that it has valid defenses with respect to legal matters and investigations pending against it, litigation is inherently unpredictable, including those that are expected to be resolved with jury trials, for which outcomes are difficult to predict. Therefore, it is possible that the financial position, results of operations or cash flows of the Company could be materially adversely affected in any particular period by the unfavorable resolution of one or more of these or other contingencies.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Kalitta Air. On January 31, 1997, a predecessor of Kalitta Air filed a lawsuit in the U.S. District Court for the Northern District of California (the trial court) asserting, among other things, negligence and negligent misrepresentation against Central Texas Airborne Systems, Inc. (CTAS), a predecessor to L-3 Integrated Systems, in connection with work performed by a predecessor to CTAS to convert two Boeing 747 aircraft from passenger configuration to cargo freighters. The work was performed using Supplemental Type Certificates (STCs) issued in 1988 by the Federal Aviation Administration (FAA). In 1996, following completion of the work, the FAA issued an airworthiness directive with respect to the STCs that effectively grounded the aircraft. On August 11, 2000, the trial court granted CTAS’ motion for summary judgment as to negligence, dismissing that claim. In January 2001, after a ruling by the trial court that excluded certain evidence from trial, a jury rendered a unanimous defense verdict in favor of CTAS on the negligent misrepresentation claim. On December 10, 2002, the U.S. Court of Appeals for the Ninth Circuit (the Court of Appeals) reversed the trial court’s decisions as to summary judgment and the exclusion of evidence, and remanded the case for a new trial on both the negligence and negligent misrepresentation claims. The retrial ended on March 2, 2005 with a deadlocked jury and mistrial. On July 22, 2005, the trial court granted CTAS’ motion for judgment as a matter of law as to negligence, dismissing that claim, and denied CTAS’ motion for judgment as a matter of law as to negligent misrepresentation. On October 8, 2008, the Court of Appeals reversed the trial court’s dismissal of the negligence claim and affirmed the trial court’s ruling as to the negligent misrepresentation claim. As a result, the case was remanded to the trial court to reconsider the negligence claim and for further proceedings on the negligent misrepresentation claim. The trial court held a new hearing on CTAS’ motion to dismiss the negligence claim on April 30, 2009, after which it determined to take the matter under advisement. The case is currently scheduled to go to a third trial on November 1, 2010. The parties have participated in court-ordered mediations from time to time, and are expected to participate in future court-ordered mediations prior to trial, but to date such mediations have not resulted in a mutually acceptable resolution of this matter. In connection with these mediations, Kalitta Air has claimed it may seek damages at the third trial of between $430 million and $900 million, including between $200 million and $240 million of pre-judgment interest. CTAS’ insurance carrier has accepted defense of this matter and has retained counsel, subject to a reservation of rights by the insurer to dispute its obligations under the applicable insurance policies in the event of a finding against L-3. The Company believes that it has meritorious defenses to the claims asserted and the damages sought and intends to defend itself vigorously.

Korean Lot II Program. On April 4, 2005, Lockheed Martin Corporation (Lockheed) filed a lawsuit in the U.S. District Court for the Northern District of Georgia alleging misappropriation of proprietary information and breach of a license agreement. The complaint alleges that L-3 Integrated Systems (L-3 IS) is in breach of its license agreement with Lockheed and is infringing on Lockheed’s intellectual property rights as a result of its performance of a subcontract awarded to L-3 IS for the Korean Lot II program. On May 21, 2009, a jury found in favor of Lockheed and awarded $30 million on the misappropriation claim, approximately $7 million on the breach of license agreement claim, plus legal fees and expenses. On July 2, 2009, Lockheed filed a motion with the court seeking a final judgment, approximately $17 million in legal fees and expenses and an injunction prohibiting L-3’s further use of the intellectual property that was the basis of the jury’s award. On August 3, 2009, L-3 IS filed a motion for judgment in its favor notwithstanding the verdict and opposing the relief sought by Lockheed in its July 2nd motion. The court held a hearing on the motions on September 2, 2009. On August 28, 2009, L-3 IS filed another motion seeking dismissal or a retrial of the case on various grounds. The court has ordered further briefing by the parties with respect to the issues raised in the August 28th motion and has advised the parties that it will resolve these issues before it considers the matters raised in the other outstanding motions. The Company believes that the verdict and the damages awarded are inconsistent with the law and evidence presented, and intends to appeal in the event of an adverse decision on the motions.

Aircrew Training and Rehearsal Support (ATARS) Investigation. Following a lawsuit filed by Lockheed on April 6, 2006 in the U.S. District Court for the Middle District of Florida against the Company and certain individuals related to the ATARS II Program (which was settled in November 2007), the Company received Grand

F-49

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Jury subpoenas in November 2006 and December 2007 in connection with an investigation being conducted by the United States Attorney for the Middle District of Florida, Orlando Division. The subpoenas request the production of documents related to Lockheed’s allegations or produced in the civil litigation. The Company is cooperating fully with the U.S. Government.

Titan Government Investigation. In October 2002, The Titan Corporation (Titan) received a grand jury subpoena from the Antitrust Division of the DoJ requesting the production of documents relating to information technology services performed for the U.S. Air Force at Hanscom Air Force Base in Massachusetts and Wright-Patterson Air Force Base in Ohio. Titan was informed that other companies who have performed similar services had received subpoenas as well. The Company acquired Titan in July 2005. On September 20, 2006, counsel for the Company was informed by the New York Field Office of the DoJ’s Criminal Antitrust Division that it was considering indictment. Additionally, a former Titan employee received a letter from the DoJ indicating that he was a target of the investigation. In December 2008, the DoJ contacted the Company to arrange additional employee interviews concerning a teaming agreement relating to the Wright-Patterson Air Force Base procurement. In January 2010, counsel for the Company was again informed by the New York Field Office that it was considering indictment. If the Field Office recommends indictment then, under normal DoJ procedures, Titan (now known as L-3 Services, Inc.) will be afforded an opportunity to make a presentation to the Criminal Antitrust Division in Washington, D.C. before the DoJ acts on the recommendation. It is not known whether an indictment of L-3 Services or any of its current or former employees will occur. If it does occur, it is possible that L-3 Services could be suspended or debarred from conducting business with the U.S. Government. The Company is cooperating fully with the U.S. Government.

CyTerra Government Investigation. Since November 2006, CyTerra has been served with civil and Grand Jury subpoenas by the DoD Office of the Inspector General and the DoJ and has been asked to facilitate employee interviews. The Company is cooperating fully with the U.S. Government. The Company believes that it is entitled to indemnification for any course of defense related to this matter out of, and has made a claim against, a $15 million escrow fund established in connection with the Company’s acquisition of CyTerra in March 2006.

Bashkirian Airways. On July 1, 2004, lawsuits were filed on behalf of the estates of 31 Russian children in the state courts of Washington, Arizona, California, Florida, New York and New Jersey against Honeywell, Honeywell TCAS, Thales USA, Thales France, the Company and Aviation Communications & Surveillance Systems (ACSS), which is a joint venture of L-3 and Thales. The suits relate to the crash over southern Germany of Bashkirian Airways Tupelov TU 154M aircraft and a DHL Boeing 757 cargo aircraft. On-board the Tupelov aircraft were 9 crew members and 60 passengers, including 45 children. The Boeing aircraft carried a crew of two. Both aircraft were equipped with Honeywell/ACSS Model 2000, Change 7 Traffic Collision and Avoidance Systems (TCAS). Sensing the other aircraft, the on-board DHL TCAS instructed the DHL pilot to descend, and the Tupelov on-board TCAS instructed the Tupelov pilot to climb. However, the Swiss air traffic controller ordered the Tupelov pilot to descend. The Tupelov pilot disregarded the on-board TCAS and put the Tupelov aircraft into a descent striking the DHL aircraft in midair at approximately 35,000 feet. All crew and passengers of both planes were lost. Investigations by the National Transportation Safety Board after the crash revealed that both TCAS units were performing as designed. The suits allege negligence and strict product liability based upon the design of the units and the training provided to resolve conflicting commands and seek approximately $315 million in damages, including $150 million in punitive damages. The Company’s insurers have accepted defense of the matter and retained counsel, subject to a reservation of rights by the insurers to dispute their obligations under the applicable insurance policies in the event of an adverse finding. The matters were consolidated in the U.S. District Court for the District of New Jersey, which has dismissed the actions on the basis of forum non conveniens. The plaintiffs re-filed a complaint on April 23, 2007 with the Barcelona Court’s Registry in Spain. The trial for this matter was completed on April 22, 2009, and the parties are awaiting the court’s decision.

F-50

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Gol Airlines. A complaint was filed on November 7, 2006 in the U.S. District Court for the Eastern District of New York against ExcelAire, Joseph Lepore, Jan Paul Paladino, and Honeywell. On October 23, 2007, an amended complaint was filed to include Lockheed, Raytheon, Amazon Technologies and ACSS. The complaints relate to the September 29, 2006 airplane crash over Brazil of a Boeing 737-800 operated by GOL Linhas Aereas Inteligentes, S.A. and an Embraer 600 business jet operated by ExcelAire. The complaints allege that ACSS designed the Traffic Collision and Avoidance System (TCAS) on the ExcelAire jet, and assert claims of negligence, strict products liability and breach of warranty against ACSS based on the design of the TCAS and the instructions provided for its use. The complaints seek unspecified monetary damages, including punitive damages. The Company’s insurers have accepted defense of this matter and have retained counsel, subject to a reservation of rights by the insurers to dispute their obligations under the applicable insurance policies in the event of an adverse finding. On July 2, 2008, the District Court dismissed the actions on the basis of forum non conveniens on the grounds that Brazil was the location of the accident and is more convenient for witnesses and document availability. On December 2, 2009, the U.S. Court of Appeals for the Second Circuit upheld this decision. Some of the plaintiffs re-filed their complaints in the Lower Civil Court in the Judicial District of Peixoto de Azevedo in Brazil on July 3, 2009.

20.   Pensions and Other Employee Benefits

The Company maintains multiple pension plans, both contributory and non-contributory, covering employees at certain locations. Eligibility for participation in these plans varies and benefits are generally based on the participant’s compensation and/or years of service. The Company’s funding policy is generally to contribute in accordance with cost accounting standards that affect government contractors, subject to the Internal Revenue Code and regulations thereon. Plan assets are invested primarily in listed stocks, mutual funds, corporate bonds, U.S. Government obligations and U.S. Government agency obligations.

The Company also provides postretirement medical and life insurance benefits for retired employees and dependents at certain locations. Participants are eligible for these benefits when they retire from active service and meet the eligibility requirements for the Company’s pension plans. These benefits are funded primarily on a pay-as-you-go basis with the retiree generally paying a portion of the cost through contributions, deductibles and coinsurance provisions.

In accordance with accounting standards for employee pension and postretirement benefits, the Company recognizes the unfunded status of its pension and postretirement benefit plans in the consolidated financial statements and measures its pension and postretirement benefit plan assets and benefit obligations as of December 31.

F-51

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes changes in the benefit obligations, the plan assets and funded status for all of the Company’s pension and postretirement benefit plans, as well as the aggregate balance sheet impact.

							Postretirement
	Pension Plans						Benefit Plans
	2009			2008			2009			2008
	(in millions)
Change in benefit obligation:
Benefit obligation at the beginning of the year	$	1,722		$	1,688		$	162		$	183
Service cost		93			89			4			6
Interest cost		112			104			11			10
Plan participants’ contributions		3			3			4			4
Amendments		7			—			(4	)		3
Actuarial loss/(gain)		68			(45	)		21			(24	)
Foreign currency exchange rate changes		31			(44	)		5			(7	)
Curtailments, settlements and special termination benefits		—			1			—			1
Transfers for product line divestiture		—			(8	)		—			(1	)
Benefits paid		(72	)		(66	)		(15	)		(13	)
Benefit obligation at the end of the year	$	1,964		$	1,722		$	188		$	162
Change in plan assets:
Fair value of plan assets at the beginning of the year	$	1,064		$	1,407		$	27		$	34
Actual return (loss) on plan assets		212			(394	)		5			(9	)
Employer contributions		67			162			12			11
Plan participants’ contributions		3			3			4			4
Foreign currency exchange rate changes		30			(43	)		—			—
Transfers for product line divestiture		—			(5	)		—			—
Benefits paid		(72	)		(66	)		(15	)		(13	)
Fair value of plan assets at the end of the year	$	1,304		$	1,064		$	33		$	27
Funded status at the end of the year	$	(660	)	$	(658	)	$	(155	)	$	(135	)
Amounts recognized in the consolidated balance sheets consist of:
Non-current assets	$	11		$	16		$	—		$	—
Current liabilities		(1	)		—			(8	)		(7	)
Non-current liabilities		(670	)		(674	)		(147	)		(128	)
	$	(660	)	$	(658	)	$	(155	)	$	(135	)

F-52

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below summarizes the net loss and prior service cost balances at December 31, in the accumulated other comprehensive loss account, before related tax effects, for all of the Company’s pension and postretirement benefit plans.

					Postretirement
	Pension Plans				Benefit Plans
	2009		2008		2009			2008
	(in millions)
Net loss (gain)	$	518	$	621	$	9		$	(11	)
Prior service cost (credit)		24		21		(16	)		(14	)
Total amount recognized	$	542	$	642	$	(7	)	$	(25	)

The aggregate accumulated benefit obligation (ABO) for all of the Company’s pension plans was $1,659 million at December 31, 2009 and $1,443 million at December 31, 2008. The table below presents information for the pension plans with an ABO in excess of the fair value of plan assets at December 31, 2009 and 2008.

	Pension Plans
	2009		2008
	(in millions)
Projected benefit obligation	$	1,863	$	1,542
Accumulated benefit obligation		1,566		1,278
Fair value of plan assets		1,196		870

The table below summarizes the weighted average assumptions used to determine the benefit obligations for the Company’s pension and postretirement plans disclosed at December 31, 2009 and 2008.

							Postretirement
	Pension Plans						Benefit Plans
	2009			2008			2009			2008
Benefit obligations:
Discount rate		6.26	%(1)		6.49	%(1)		5.94	%(2)		6.74	%(2)
Rate of compensation increase		4.50	%		4.50	%		4.50	%		4.50	%

(1)	The discount rate assumptions used to determine the benefit obligations for the Company’s pension plans at December 31, 2009 and 2008 were 6.3% and 6.4% for the U.S. based plans, 6.1% and 7.4% for the Canadian based plans and 5.8% and 6.2% for the German based plans.
(2)	The discount rate assumptions used to determine the benefit obligations for the Company’s postretirement benefit plans at December 31, 2009 and 2008 were 5.9% and 6.6% for the U.S. based plans and 6.1% and 7.4% for the Canadian based plans.

F-53

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the components of net periodic benefit cost for the Company’s pension and postretirement benefit plans for the years ended December 31, 2009, 2008 and 2007.

										Postretirement
	Pension Plans									Benefit Plans
	2009			2008			2007			2009			2008			2007
	(in millions)
Components of net periodic benefit cost:
Service cost	$	93		$	89		$	95		$	4		$	6		$	7
Interest cost		112			104			95			11			10			10
Expected return on plan assets		(91	)		(117	)		(112	)		(2	)		(2	)		(2	)
Amortization of prior service costs (credits)		4			3			3			(2	)		(3	)		(5	)
Amortization of net loss (gain)		53			7			11			(3	)		(2	)		3
Curtailment or settlement loss		2			1			1			—			—			—
Net periodic benefit cost	$	173		$	87		$	93		$	8		$	9		$	13

The following table summarizes the other changes in plan assets and benefit obligations recognized in other comprehensive income for the Company’s pension and postretirement benefit plans for the year ended December 31, 2009.

	Pension			Postretirement
	Plans			Benefit Plans
	(in millions)
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Net (gain) loss	$	(50	)	$	18
Prior service cost (credit)		7			(5	)
Amortization of net (loss) gain		(53	)		3
Amortization of prior service (cost) credit		(4	)		2
Total recognized in other comprehensive income		(100	)		18
Total recognized in net periodic benefit cost and other comprehensive income	$	73		$	26

The following table summarizes the amounts expected to be amortized from accumulated other comprehensive (loss) income and recognized as components of net periodic benefit costs during 2010.

	Pension		Postretirement
	Plans		Benefit Plans			Total
	(in millions)
Net loss (gain)	$	37	$	1		$	38
Prior service cost (credit)		4		(3	)		1
	$	41	$	(2	)	$	39

F-54

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below summarizes the weighted average assumptions used to determine the net periodic benefit cost for the years ended December 31, 2009, 2008 and 2007.

										Postretirement
	Pension Plans									Benefit Plans
	2009			2008			2007			2009			2008			2007
	(in millions)
Net periodic benefit cost:
Discount rate		6.49	%(1)		6.36	%(1)		5.85	%(1)		6.74	%(3)		6.07	%(3)		5.62	%(3)
Expected long-term return on plan assets		8.54	%(2)		8.55	%(2)		8.54	%(2)		6.18	%		6.36	%		6.25	%
Rate of compensation increase		4.50	%		4.50	%		4.50	%		4.50	%		4.50	%		4.50	%

(1)	The discount rate assumptions used to determine the net periodic benefit cost for the Company’s pension plans during the years ended December 31, 2009, 2008 and 2007 were 6.4%, 6.5% and 6.0% for the U.S. based plans, 7.4%, 5.75% and 5.25% for the Canadian based plans and 6.2%, 5.4%, and 4.5% for the German based plans, respectively.
(2)	The expected long-term return on plan assets assumptions used to determine the net periodic benefit costs for the years ended December 31, 2009, 2008 and 2007 were 8.75% for the U.S. based plans and 7.5% for the Canadian based plans.
(3)	The discount rate assumptions used to determine the net periodic benefit cost for the Company’s postretirement benefit plans during the years ended December 31, 2009, 2008 and 2007 were 6.6%, 6.25% and 5.75% for the U.S. based plans and 7.4%, 5.5% and 5.0% for the Canadian based plans, respectively.

The expected long-term return on plan asset assumption represents the average rate that the Company expects to earn over the long-term on the assets of the Company’s benefit plans, including those from dividends, interest income and capital appreciation. The assumption has been determined based on expectations regarding future long-term rates of return for the plans’ investment portfolio, with consideration given to the allocation of investments by asset class and historical rates of return for each individual asset class.

The annual increase in cost of benefits (health care cost trend rate) is assumed to be an average of 10.0% in 2010 and is assumed to gradually decrease to a rate of 5.0% in 2020 and thereafter. Assumed health care cost trend rates have a significant effect on amounts reported for postretirement medical benefit plans. A one percentage point change in the assumed health care cost trend rates would have the following effects:

	1 percentage point
	Increase		Decrease
	(in millions)
Effect on total service and interest cost	$	1	$	(1	)
Effect on postretirement benefit obligations		9		(8	)

Plan Assets. The Company’s Benefit Plan Committee (Committee) has the responsibility to formulate the investment policies and strategies for the plans’ assets. The Committee structures the investment of plan assets to achieve the following goals: (1) maximize the plans’ long-term rate of return on assets for an acceptable level of risk; and (2) limit the volatility of investment returns and consequent impact on the plans’ assets. In the pursuit of these goals, the Committee has formulated the following investment policies and objectives: (1) invest assets of the plans in a manner consistent with the fiduciary standards of ERISA; (2) preserve the plans’ assets; (3) maintain sufficient liquidity to fund benefit payments and pay plan expenses; (4) evaluate the performance of investment managers; and (5) achieve, on average, a minimum total rate of return equal to the established benchmarks for each asset category.

The Committee retains a professional investment consultant to advise the Committee and help ensure that the above policies and strategies are met. The Committee does not actively manage the day to day operations and

F-55

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

selection process of individual securities and investments, as it retains the professional services of qualified investment management organizations to fulfill those tasks. Qualified investment management organizations are evaluated on several criteria for selection, with a focus on the investment management organizations’ demonstrated capability to achieve results that will meet or exceed the investment objectives they have been assigned and conform to the policies established by the Committee. While the investment management organizations have investment discretion over the assets placed under their management, the Committee provides each investment manager with specific investment guidelines relevant to its asset class.

The Committee has established the allowable range that the plans’ assets may be invested in for each major asset category. In addition, the Committee has established guidelines regarding diversification within asset categories to limit risk and exposure to a single or limited number of securities. The investments of the plans’ include a diversified portfolio of both equity and fixed income investments. Equity investments are further diversified across U.S. and non-U.S. stocks, small to large capitalization stocks, and growth and value stocks. Fixed income assets are diversified across U.S. and non-U.S. issuers, corporate and governmental issuers, and credit quality. The plan also invests in real estate through publicly traded real estate securities. Derivatives may be used only for hedging purposes or to create synthetic long positions. The plans are prohibited from directly owning commodities, unregistered securities, restricted stock, private placements, or interest in oil, gas, mineral exploration, or other development programs. Further, short selling or utilizing margin buying for investment purposes is prohibited.

The table below presents the allowable range for each major category of the plans’ assets at December 31, 2009, as well as the Company’s pension plan and postretirement benefit plan weighted-average asset allocations at December 31, 2009 and 2008, by asset category.

	U.S.							Canada
Asset Category	Range	2009			2008			Range	2009			2008
Domestic equity(1)	30%-60%		44	%		43	%	15%-30%		20	%		16	%
International equity(2)	10%-20%		17			15		20%-50%		25			25
Fixed income securities	20%-40%		28			26		30%-55%		49			42
Real estate securities	0%-15%		5			5		—		—			—
Other, primarily cash and cash equivalents	0%-15%		6			11		0%-15%		6			17
Total			100	%		100	%			100	%		100	%

(1)	Domestic equities for Canadian plans refers to equities of Canadian companies.
(2)	International equities for Canadian plans includes equities of U.S. companies.

The Committee regularly monitors the investment of the plans’ assets to ensure that the actual investment allocation remains within the established range. The Committee also regularly measures and monitors investment risk through ongoing performance reporting and investment manager reviews. Investment manager reviews include assessing the managers’ performance versus the appropriate benchmark index both in the short and long-term period, performance versus peers, and an examination of risk the managers assumed in order to achieve rates of return.

F-56

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the fair value of the Company’s pension plans’ assets at December 31, 2009, by asset category segregated by level within the fair value hierarchy, as described in Note 12:

	U.S. Plans’ Assets										Canadian Plans’ Assets
	Fair Value Measured at										Fair Value Measured at
	December 31, 2009										December 31, 2009
	Level 1			Level 2			Level 3		Total		Level 1			Level 2			Level 3		Total
	(in millions)										(in millions)
Asset Category
Equity securities:
U.S. Equity		470	(1)		—			—		470		—			19	(1)		—		19
International Equity		85	(1)		103	(1)		—		188		41	(1)		38	(1)		—		79
Fixed Income – Investment Grade		125	(2)		109	(3)		—		234		—			109	(3)		—		109
Fixed Income – High Yield		—			70	(4)		—		70		—			—			—		—
Real Estate Investment Trusts		55	(5)		—			—		55		—			—			—		—
Other		—			65	(6)		—		65		—			15	(6)		—		15
Total	$	735		$	347		$	—	$	1,082	$	41		$	181		$	—	$	222

(1)	Equity securities consist of investments in common stock of U.S. and foreign companies. The fair value of equity securities is based on quoted market prices available in active markets at the close of a trading day, primarily the New York Stock Exchange (NYSE), National Association of Securities Dealers Automated Quotations (NASDAQ), and various foreign exchanges. The Level 2 investment balance is derived from pooled equity funds offered by registered investment companies.
(2)	Approximately 53% of the total investment in fixed income — investment grade for U.S. Plan Assets consists of a mutual fund offered by a registered investment company. The mutual fund invests in investment grade fixed income securities, mortgaged-backed securities, U.S. treasury and agency bonds and corporate bonds. This fund is classified by the Company as a Level 1 measurement within the fair value hierarchy as the mutual fund trades on an active market and daily, quoted prices are available.
(3)	The remaining 47% of the total investment in fixed income — investment grade for U.S. plan assets as well as the investment in fixed income — investment grade for Canadian plan assets is derived from pooled bond funds offered by registered investment companies. As these funds do not trade in an active market, the fair value is based on net asset values (NAV’s) calculated by fund managers based on yields currently available on comparable bonds of issuers with similar credit ratings, quoted prices of similar bonds in an active market, or cash flows based on observable input.
(4)	Fixed income — high yield consists of investments in corporate high-yield bonds from various industries. The fair values of these investments are based on yields currently available on comparable bonds of issuers with similar credit ratings, quoted prices of similar bonds in an active market, or cash flows based on observable inputs.
(5)	Real Estate Investment Trusts (REITs) consist of securities that trade on the major exchanges and invest in real estate directly, either through properties or mortgages.
(6)	Other consists primarily of short term investments maintained in a commingled trust or pooled fund, which primarily invests in short term, high quality money market securities such as government obligations, commercial paper, time deposits and certificates of deposit.

F-57

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the fair value of the Company’s postretirement benefit plans’ assets at December 31, 2009, by asset category segregated by level within the fair value hierarchy, as described in Note 12:

	Postretirement Benefit Plans’ Assets
	Fair Value Measured at
	December 31, 2009
	Level 1			Level 2			Level 3		Total
	(in millions)
Asset Category
Equity securities:
U.S. Equity		13	(1)		—			—		13
International Equity		1	(1)		1	(1)		—		2
Fixed Income – Investment Grade		14	(2)		1	(3)		—		15
Fixed Income – High Yield		—			1	(4)		—		1
Real Estate Investment Trusts		1	(5)		—			—		1
Other		—			1	(6)		—		1
Total	$	29		$	4		$	—	$	33

(1)	Equity securities consist of investments in common stock of U.S. and foreign companies. The fair value of equity securities is based on quoted market prices available in active markets at the close of a trading day, primarily the New York Stock Exchange (NYSE), National Association of Securities Dealers Automated Quotations (NASDAQ), and various foreign exchanges. The Level 2 investment balance is derived from a pooled equity fund offered by a registered investment company.
(2)	Approximately 93% of the total investment in fixed income — investment grade consists of a mutual fund offered by a registered investment company. The mutual fund invests in investment grade fixed income securities, mortgaged-backed securities, U.S. treasury and agency bonds and corporate bonds. This fund is classified by the Company as a Level 1 measurement within the fair value hierarchy as the mutual fund trades on an active market and daily, quoted prices are available.
(3)	The remaining 7% of the total investment in fixed income — investment grade is derived from a pooled bond fund offered by a registered investment company, which does not trade in an active market. The fair value is based on NAV’s calculated by the fund manager based on yields currently available on comparable bonds of issuers with similar credit ratings, quoted prices of similar bonds in an active market, or cash flows based on observable input.
(4)	Fixed income — high yield consists of investments in corporate high-yield bonds from various industries. The fair values of these investments are based on yields currently available on comparable bonds of issuers with similar credit ratings, quoted prices of similar bonds in an active market, or cash flows based on observable inputs.
(5)	Real Estate Investment Trusts (REITs) consist of securities that trade on the major exchanges and invest in real estate directly, either through properties or mortgages.
(6)	Other consists primarily of short term investments maintained in a commingled trust or pooled fund, which primarily invests in short term, high quality money market securities such as government obligations, commercial paper, time deposits and certificates of deposit.

Contributions. For the year ending December 31, 2010, the Company currently expects to contribute approximately $140 million to its pension plans and approximately $13 million to its postretirement benefit plans.

Multi-employer Benefit Plans. Certain of the Company’s businesses participate in multi-employer defined benefit pension plans. The Company makes cash contributions to these plans based on a fixed rate per hour of service worked by the covered employees. Under these plans, the Company contributed cash and recorded expenses of $15 million for 2009, $13 million for 2008 and $11 million for 2007.

Lockheed Martin Commitment. In connection with the Company’s acquisition of ten business units from Lockheed Martin and the formation of the Company in 1997, the Company assumed certain defined benefit pension plan liabilities for present and former employees and retirees of certain businesses from Lockheed Martin.

F-58

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Lockheed Martin previously received a letter from the Pension Benefit Guaranty Corporation (PBGC), indicating that the pension plans of two businesses were under funded using the PBGC’s actuarial assumptions (Subject Plans).

With respect to the Subject Plans, Lockheed Martin entered into an agreement (Lockheed Martin Commitment) with L-3 and the PBGC dated as of April 30, 1997. The terms and conditions of the Lockheed Martin Commitment include a commitment by Lockheed Martin to the PBGC to, under certain circumstances, assume sponsorship of the Subject Plans or provide another form of financial support for the Subject Plans. The Lockheed Martin Commitment will continue until the Subject Plans are no longer under funded on a PBGC basis for two consecutive years, or immediately if the Company achieves investment grade credit ratings on all of the Company’s outstanding debt. If Lockheed Martin did assume sponsorship of the Subject Plans, it would be primarily liable for the costs associated with funding the Subject Plans or any costs associated with the termination of the Subject Plans. The terms and conditions of the Lockheed Martin Commitment would require the Company to reimburse Lockheed Martin for these costs. Lockheed Martin has not assumed sponsorship or provided another form of financial support for the Subject Plans.

The Company believes it has performed its obligations under the Lockheed Martin Commitment and has not received any communications from the PBGC concerning actions which the PBGC contemplates taking in respect of the Subject Plans. For the year ended December 31, 2009, the Company contributed $10 million to the Subject Plans. At December 31, 2009, the aggregate projected benefit obligation was $256 million and the aggregate plan assets were $174 million for the Subject Plans. At December 31, 2009, the Company had recorded a liability of $82 million for the under funded status of the Subject Plans.

Estimated Future Benefit Payments. The following table presents expected pension and postretirement benefit payments and expected postretirement subsidies due to the Medicare Prescription Drug Improvement and Modernization Act of 2003, which reflect expected future service, as appropriate.

			Postretirement
			Benefits
	Pension		Benefit		Subsidy
	Benefits		Payments		Receipts
	(in millions)
2010	$	87		12		1
2011		89		13		1
2012		94		14		1
2013		102		15		1
2014		110		15		1
Years 2015-2019		699		85		7

Employee Savings Plans. Under its various employee savings plans, the Company matches the contributions of participating employees up to a designated level. The extent of the match, vesting terms and the form of the matching contributions vary among the plans. Under these plans, the Company’s matching contributions in L-3 Holdings’ common stock and cash were $143 million for 2009, $144 million for 2008 and $126 million for 2007.

F-59

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

21.   Supplemental Cash Flow Information

	Year Ended December 31,
	2009		2008		2007
	(in millions)
Interest paid	$	237	$	267	$	280
Income tax payments		387		343		200
Income tax refunds		13		8		7

22.   Segment Information

The Company has four reportable segments, which are described in Note 1. The Company evaluates the performance of its operating segments and reportable segments based on their sales and operating income. All corporate expenses are allocated to the Company’s operating segments using an allocation methodology prescribed by U.S. Government regulations for government contractors. Accordingly, all costs and expenses, except for the litigation gain in 2008 (which was not included in the Company’s segment performance measures), are included in the Company’s measure of segment profitability.

The tables below present net sales, operating income, depreciation and amortization, capital expenditures and total assets by reportable segment.

	Year Ended December 31,
	2009			2008(1)			2007(1)
	(in millions)
Net Sales
Products
C3ISR	$	2,082		$	1,794		$	1,742
Government Services		302			282			273
AM&M		688			647			640
Electronic Systems		4,739			4,607			4,102
Elimination of intercompany sales		(295	)		(200	)		(185	)
Total products sales		7,516			7,130			6,572
Services
C3ISR		1,090			778			564
Government Services		3,942			4,121			4,172
AM&M		2,255			2,031			1,913
Electronic Systems		1,035			972			853
Elimination of intercompany sales		(223	)		(131	)		(113	)
Total services sales		8,099			7,771			7,389
Consolidated total	$	15,615		$	14,901		$	13,961
Operating Income
C3ISR	$	344		$	244		$	225
Government Services		397			426			407
AM&M		243			243			250
Electronic Systems		672			646	(2)		566
Segment Total	$	1,656		$	1,559		$	1,448
Litigation gain (charge)		—			126	(3)		—
Consolidated total	$	1,656		$	1,685		$	1,448

F-60

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Year Ended December 31,
	2009		2008(1)		2007(1)
	(in millions)
Depreciation and amortization
C3ISR	$	43	$	40	$	40
Government Services		40		35		33
AM&M		19		24		28
Electronic Systems		116		107		106
Consolidated total	$	218	$	206	$	207
Capital Expenditures
C3ISR	$	60	$	86	$	34
Government Services		12		14		14
AM&M		15		12		13
Electronic Systems		95		100		94
Corporate		4		6		2
Consolidated total	$	186	$	218	$	157
Total Assets
C3ISR	$	1,865	$	1,755	$	1,725
Government Services		3,333		3,494		3,467
AM&M		1,914		1,836		1,972
Electronic Systems		6,524		6,319		6,193
Corporate		1,177		1,080		1,032
Consolidated total	$	14,813	$	14,484	$	14,389

(1)	As a result of certain re-alignments in the Company’s management and organization structure as discussed in Note 2, sales of $15 million and $12 million and operating income of $5 million and $3 million were reclassified from the C3ISR reportable segment to the Government Services reportable segment for the years ended December 31, 2008 and 2007, and sales of $15 million and $21 million and operating income of $2 million and $3 million were reclassified from the C3ISR reportable segment to the AM&M reportable segment for the years ended December 31, 2008 and 2007. At December 31, 2008, $30 million of total assets were reclassified from the C3ISR reportable segment to the Government Services reportable segment and $29 million of total assets were reclassified from the C3ISR reportable segment to the AM&M reportable segment. At December 31, 2007, $29 million of total assets was reclassified from the C3ISR reportable segment to the Government Services reportable segment and $44 million of total assets was reclassified from the C3ISR reportable segment to the AM&M reportable segment.
(2)	Operating income for the Electronic Systems reportable segment includes: (i) a gain of $12 million from the sale of the PMD product line (see note 4) and (ii) a non-cash impairment charge of $28 million related to a write-down of capitalized software development costs, which were both recorded in the second quarter of 2008.
(3)	Represents a gain recorded in the second quarter of 2008 for the reversal of a current liability for pending and threatening litigations as a result of a June 27, 2008 decision by the U.S. Court of Appeals which vacated an adverse 2006 jury verdict.

Corporate assets not allocated to the reportable segments primarily include cash and cash equivalents, corporate office fixed assets, deferred income tax assets and deferred debt issue costs. In addition, substantially all of the Company’s assets are located in North America.

F-61

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company’s sales attributable to U.S. customers and foreign customers, based on location of the customer, are summarized in the table below.

	Year Ended December 31,
	2009		2008		2007
	(in millions)
U.S.	$	13,666	$	12,815	$	11,867
Foreign:
Canada		283		308		368
Germany		276		324		318
Australia		176		147		93
United Kingdom		173		212		216
South Korea		132		140		193
Italy		76		93		39
China		63		59		42
Other		770		803		825
Total foreign		1,949		2,086		2,094
Consolidated	$	15,615	$	14,901	$	13,961

Net sales to principal customers are summarized in the table below.

	Year Ended December 31,
	2009		2008		2007
	(in millions)
U.S. Government agencies(1)	$	13,059	$	12,126	$	11,203
Commercial		1,474		1,676		1,786
Allied foreign governments(1)		1,082		1,099		972
Consolidated	$	15,615	$	14,901	$	13,961

⁽¹⁾ Includes sales for which the Company is the prime contractor as well as sales based on the ultimate customer for which the Company is a subcontractor.

F-62

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

23.   Unaudited Quarterly Financial Data

Unaudited summarized financial data by quarter for the years ended December 31, 2009 and 2008 is presented in the table below. The Company’s unaudited quarterly results of operations are affected, significantly in some periods, by our business acquisitions. See Note 4.

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
	(in millions, except per share data)
2009
Sales	$	3,636	$	3,929	$	3,842	$	4,208
Operating income		376		417		418		446
Net income attributable to L-3		199		225		250		227
Basic EPS(1)		1.66		1.91		2.13		1.94
Diluted EPS(1)		1.66		1.90		2.12		1.93
2008
Sales	$	3,506	$	3,722	$	3,662	$	4,011
Operating income		368		501		400		416
Income from continuing operations attributable to L-3		189		275		210		244
Net income attributable to L-3		189		275		210		264
Basic EPS(1):
Income from continuing operations	$	1.53	$	2.24	$	1.71	$	2.02
Gain on sale of a business, net of income taxes		—		—		—		0.16
Net income	$	1.53	$	2.24	$	1.71	$	2.18
Diluted EPS(1):
Income from continuing operations	$	1.51	$	2.21	$	1.70	$	2.01
Gain on sale of a business, net of income taxes		—		—		—		0.16
Net income	$	1.51	$	2.21	$	1.70	$	2.17

⁽¹⁾ Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS.

F-63

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

24.   Financial Information of L-3 Communications and Its Subsidiaries

Total shareholders’ equity for L-3 Communications equals that of L-3 Holdings, but the components, common stock, additional paid-in capital, treasury stock and retained earnings, are different. The table below presents information regarding the balances and changes in common stock, additional paid-in capital, treasury stock and retained earnings of L-3 Communications for each of the three years ended December 31, 2009.

	L-3 Communications
	Common Stock				Additional
	Shares		Par		Paid-in		Treasury		Retained
	Issued		Value		Capital		Stock		Earnings			Total
					(in millions)
Balance at December 31, 2006		100		—	$	3,466	$	—	$	1,938		$	5,404
Net income attributable to L-3		—		—		—		—		745			745
Contributions from L-3 Holdings		—		—		351		—		—			351
Dividends to L-3 Holdings		—		—		—		—		(626	)		(626	)
Balance at December 31, 2007		100		—		3,817		—		2,057			5,874
Net income attributable to L-3		—		—		—		—		938			938
Contributions from L-3 Holdings		—		—		319		—		—			319
Dividends to L-3 Holdings		—		—		—		—		(941	)		(941	)
Balance at December 31, 2008		100		—		4,136		—		2,054			6,190
Net income attributable to L-3		—		—		—		—		901			901
Contributions from L-3 Holdings		—		—		313		—		—			313
Dividends to L-3 Holdings		—		—		—		—		(671	)		(671	)
Balance at December 31, 2009		100		—	$	4,449	$	—	$	2,284		$	6,733

The net proceeds received by L-3 Holdings from (i) the sale of its common stock, (ii) exercise of L-3 Holdings’ employee and director stock options, and related tax benefits, and (iii) L-3 Holdings’ common stock contributed to the Company’s savings plans are contributed to L-3 Communications. The amounts paid by L-3 Holdings for dividends and share repurchases are generated from dividends received from L-3 Communications.

L-3 Communications is a wholly-owned subsidiary of L-3 Holdings. The debt of L-3 Communications, including the Senior Notes, Senior Subordinated Notes and borrowings under amounts drawn against the Revolving Credit Facility are guaranteed, on a joint and several, full and unconditional basis, by certain of its domestic subsidiaries (the “Guarantor Subsidiaries”). See Note 10. The foreign subsidiaries and certain domestic subsidiaries of L-3 Communications (the “Non-Guarantor Subsidiaries”) do not guarantee the debt of L-3 Communications. None of the debt of L-3 Communications has been issued by its subsidiaries. There are no restrictions on the payment of dividends from the Guarantor Subsidiaries to L-3 Communications.

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying condensed combining financial statements based on Rule 3-10 of SEC Regulation S-X. The Company does not believe that separate financial statements of the Guarantor Subsidiaries are material to users of the financial statements.

F-64

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following condensed combining financial information presents the results of operations, financial position and cash flows of (1) L-3 Holdings, excluding L-3 Communications and its consolidated subsidiaries (the “Parent”), (2) L-3 Communications, excluding its consolidated subsidiaries, (3) the Guarantor Subsidiaries, (4) the Non-Guarantor Subsidiaries and (5) the eliminations to arrive at the information for L-3 on a consolidated basis.

	L-3						Non-
	Holdings		L-3		Guarantor		Guarantor					Consolidated
	(Parent)		Communications		Subsidiaries		Subsidiaries		Eliminations			L-3
					(in millions)
Condensed Combining Balance Sheets:
At December 31, 2009:
Current assets:
Cash and cash equivalents	$	—	$	797	$	4	$	364	$	(149	)	$	1,016
Billed receivables, net		—		321		629		199		—			1,149
Contracts in process		—		593		1,533		251		—			2,377
Other current assets		—		334		164		111		—			609
Total current assets		—		2,045		2,330		925		(149	)		5,151
Goodwill		—		1,144		5,874		1,172		—			8,190
Other assets		3		485		810		177		(3	)		1,472
Investment in and amounts due from consolidated subsidiaries		7,240		8,771		1,949		24		(17,984	)		—
Total assets	$	7,243	$	12,445	$	10,963	$	2,298	$	(18,136	)	$	14,813
Current liabilities	$	—	$	714	$	1,338	$	579	$	(149	)	$	2,482
Other long-term liabilities		—		1,052		226		281		—			1,559
Long-term debt		676		4,112		—		—		(676	)		4,112
Total liabilities		676		5,878		1,564		860		(825	)		8,153
L-3 shareholders’ equity		6,567		6,567		9,399		1,438		(17,404	)		6,567
Noncontrolling interests		—		—		—		—		93			93
Total equity		6,567		6,567		9,399		1,438		(17,311	)		6,660
Total liabilities and equity	$	7,243	$	12,445	$	10,963	$	2,298	$	(18,136	)	$	14,813
At December 31, 2008:
Current assets:
Cash and cash equivalents	$	—	$	720	$	2	$	228	$	(83	)	$	867
Billed receivables, net		—		324		701		201		—			1,226
Contracts in process		—		587		1,461		219		—			2,267
Other current assets		—		291		170		140		—			601
Total current assets		—		1,922		2,334		788		(83	)		4,961
Goodwill		—		1,171		5,746		1,112		—			8,029
Other assets		6		475		837		182		(6	)		1,494
Investment in and amounts due from consolidated subsidiaries		6,507		8,489		1,283		80		(16,359	)		—
Total assets	$	6,513	$	12,057	$	10,200	$	2,162	$	(16,448	)	$	14,484
Current liabilities	$	—	$	824	$	1,395	$	571	$	(83	)	$	2,707
Other long-term liabilities		—		882		219		242		—			1,343
Long-term debt		655		4,493		—		—		(655	)		4,493
Total liabilities		655		6,199		1,614		813		(738	)		8,543
L-3 shareholders’ equity		5,858		5,858		8,586		1,349		(15,793	)		5,858
Noncontrolling interests		—		—		—		—		83			83
Total equity		5,858		5,858		8,586		1,349		(15,710	)		5,941
Total liabilities and equity	$	6,513	$	12,057	$	10,200	$	2,162	$	(16,448	)	$	14,484

F-65

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	L-3							Non-
	Holdings			L-3		Guarantor		Guarantor					Consolidated
	(Parent)			Communications		Subsidiaries		Subsidiaries		Eliminations			L-3
						(in millions)
Condensed Combining Statements of Operations:
For the year ended December 31, 2009:
Net sales	$	—		$	3,419	$	10,397	$	1,929	$	(130	)	$	15,615
Cost of sales		74			2,987		9,413		1,689		(204	)		13,959
Operating (loss) income		(74	)		432		984		240		74			1,656
Interest and other income, net		—			14		3		2		—			19
Interest expense		45			163		110		6		(45	)		279
Debt retirement charge		—			10		—		—		—			10
(Loss) income before income taxes		(119	)		273		877		236		119			1,386
(Benefit) provision for income taxes		(37	)		119		275		81		37			475
Equity in net income of consolidated subsidiaries		983			747		—		—		(1,730	)		—
Net income		901			901		602		155		(1,648	)		911
Net income attributable to noncontrolling interests		—			—		—		—		10			10
Net income attributable to L-3	$	901		$	901	$	602	$	155	$	(1,658	)	$	901
For the year ended December 31, 2008:
Net sales	$	—		$	3,192	$	9,826	$	2,000	$	(117	)	$	14,901
Cost of sales		64			2,768		8,893		1,798		(181	)		13,342
Litigation gain		—			126		—		—		—			126
Operating (loss) income		(64	)		550		933		202		64			1,685
Interest and other income, net		—			130		5		7		(114	)		28
Interest expense		43			287		110		7		(157	)		290
(Loss) income from continuing operations before income taxes		(107	)		393		828		202		107			1,423
(Benefit) provision for income taxes		(39	)		116		304		74		39			494
(Loss) income from continuing operations		(68	)		277		524		128		68			929
Gain on sale of a business, net of income taxes		—			20		—		—		—			20
Equity in net income of consolidated subsidiaries		1,006			641		—		—		(1,647	)		—
Net income		938			938		524		128		(1,579	)		949
Net income attributable to noncontrolling interests		—			—		—		—		11			11
Net income attributable to L-3	$	938		$	938	$	524	$	128	$	(1,590	)	$	938
For the year ended December 31, 2007:
Net sales	$	—		$	2,706	$	9,426	$	1,911	$	(82	)	$	13,961
Cost of sales		53			2,371		8,537		1,687		(135	)		12,513
Operating (loss) income		(53	)		335		889		224		53			1,448
Interest and other income, net		—			27		3		5		(4	)		31
Interest expense		42			312		1		5		(46	)		314
(Loss) income before income taxes		(95	)		50		891		224		95			1,165
(Benefit) provision for income taxes		(34	)		14		317		80		34			411
Equity in net income of consolidated subsidiaries		806			709		—		—		(1,515	)		—
Net income		745			745		574		144		(1,454	)		754
Net income attributable to noncontrolling interests		—			—		—		—		9			9
Net income attributable to L-3	$	745		$	745	$	574	$	144	$	(1,463	)	$	745

F-66

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	L-3									Non-
	Holdings			L-3			Guarantor			Guarantor						Consolidated
	(Parent)			Communications			Subsidiaries			Subsidiaries			Eliminations			L-3
							(in millions)
Condensed Combining Statements of Cash Flows:
For the year ended December 31, 2009:
Operating activities:
Net cash from operating activities	$	670		$	132		$	1,093		$	248		$	(736	)	$	1,407
Investing activities:
Business acquisitions, net of cash acquired		—			(90	)		—			—			—			(90	)
Other investing activities		(87	)		(64	)		(103	)		(15	)		87			(182	)
Net cash used in investing activities		(87	)		(154	)		(103	)		(15	)		87			(272	)
Financing activities:
Common stock repurchased		(505	)		—			—			—			—			(505	)
Proceeds from sale of senior notes		—			996			—			—			—			996
Repayment of borrowings under term loan facility		—			(650	)		—			—			—			(650	)
Redemption of senior subordinated notes		—			(750	)		—			—			—			(750	)
Other financing activities		(78	)		503			(988	)		(116	)		583			(96	)
Net cash (used in) from financing activities		(583	)		99			(988	)		(116	)		583			(1,005	)
Effect of foreign currency exchange rate on cash		—			—			—			19			—			19
Net increase (decrease) in cash		—			77			2			136			(66	)		149
Cash and cash equivalents, beginning of the year		—			720			2			228			(83	)		867
Cash and cash equivalents, end of the year	$	—		$	797		$	4		$	364		$	(149	)	$	1,016
For the year ended December 31, 2008:
Operating activities:
Net cash from operating activities	$	941		$	38		$	1,215		$	204		$	(1,011	)	$	1,387
Investing activities:
Business acquisitions, net of cash acquired		—			(283	)		—			—			—			(283	)
Other investing activities		(103	)		(15	)		(111	)		(23	)		103			(149	)
Net cash used in investing activities		(103	)		(298	)		(111	)		(23	)		103			(432	)
Financing activities:
Common stock repurchased		(794	)		—			—			—			—			(794	)
Other financing activities		(44	)		348			(1,109	)		(162	)		921			(46	)
Net cash (used in) from financing activities		(838	)		348			(1,109	)		(162	)		921			(840	)
Effect of foreign currency exchange rate on cash		—			—			—			(28	)		—			(28	)
Net increase (decrease) in cash		—			88			(5	)		(9	)		13			87
Cash and cash equivalents, beginning of the year		—			632			7			237			(96	)		780
Cash and cash equivalents, end of the year	$	—		$	720		$	2		$	228		$	(83	)	$	867
For the year ended December 31, 2007:
Operating activities:
Net cash from operating activities	$	626		$	107		$	995		$	229		$	(687	)	$	1,270
Investing activities:
Business acquisitions, net of cash acquired		—			(235	)		—			—			—			(235	)
Other investing activities		(153	)		(38	)		(87	)		(28	)		153			(153	)
Net cash used in investing activities		(153	)		(273	)		(87	)		(28	)		153			(388	)
Financing activities:
Common stock repurchased		(500	)		—			—			—			—			(500	)
Other financing activities		27			495			(905	)		(123	)		542			36
Net cash (used in) from financing activities		(473	)		495			(905	)		(123	)		542			(464	)
Effect of foreign currency exchange rate on cash		—			—			—			14			—			14
Net increase in cash		—			329			3			92			8			432
Cash and cash equivalents, beginning of the year		—			303			4			145			(104	)		348
Cash and cash equivalents, end of the year	$	—		$	632		$	7		$	237		$	(96	)	$	780

F-67

OFFER TO EXCHANGE ALL OUTSTANDING 5.20% SENIOR NOTES DUE 2019 FOR 5.20% SERIES B SENIOR NOTES DUE 2019, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PROSPECTUS

UNTIL          , 2010 ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS’ OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

          , 2010

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

DELAWARE

Delaware Corporations

L-3 Communications Corporation, Broadcast Sports, Inc., L-3 Communications AIS GP Corporation, L-3 Communications Avionics Systems, Inc., L-3 Communications Electron Technologies, Inc., L-3 Communications ESSCO, Inc., L-3 Communications Investments Inc., L-3 Communications Klein Associates, Inc., L-3 Communications Security and Detection Systems, Inc., Lincom Wireless, Inc., Pac Ord Inc., Power Paragon, Inc., SPD Electrical Systems, Inc., SPD Switchgear, Inc., International Resources Group, Ltd., L-3 Communications CyTerra Corporation, L-3 Communications EOTech, Inc., L-3 Communications Foreign Holdings, Inc., L-3 Fuzing and Ordnance Systems, Inc. and L-3 Services, Inc. are Delaware corporations.

Section 145 of the General Corporation Law of the State of Delaware grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 102(b)(7) of the General Corporation Law of the State of Delaware enables a corporation in its certificate of incorporation or an amendment thereto validly approved by stockholders to limit or eliminate the personal liability of the members of its board of directors for violations of the directors’ fiduciary duty of care.

The Certificate of Incorporation of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the General Corporation Law of the State of Delaware: L-3 Communications Security and Detection Systems, Inc., L-3 Communications CyTerra Corporation, L-3 Fuzing and Ordnance Systems, Inc. and L-3 Communications EOTech, Inc.

The Bylaws of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the General Corporation Law of the State of Delaware: L-3 Communications Corporation, Broadcast Sports, Inc., L-3 Communications AIS GP Corporation, L-3 Communications Avionics Systems, Inc., L-3 Communications Electron Technologies, Inc., L-3 Communications ESSCO, Inc., L-3 Communications Investments Inc., L-3 Communications Security and Detection Systems, Inc., Lincom Wireless, Inc., Pac Ord Inc., Power Paragon, Inc., SPD Electrical Systems, Inc., SPD Switchgear, Inc., International Resources Group, Ltd., L-3 Communications EOTech, Inc., L-3 Communications Foreign Holdings, Inc. and L-3 Services, Inc.

The Certificate of Incorporation of each of the following entities provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except as otherwise provided by the Delaware General Corporation Law: L-3 Communications Corporation, Broadcast Sports, Inc., Lincom Wireless, Inc., Pac Ord Inc., SPD Electrical Systems, Inc., SPD Switchgear, Inc. and L-3 Services, Inc.

Delaware Limited Liability Companies

L-3 Communications Flight Capital LLC, L-3 Communications Flight International Aviation LLC, L-3 Communications Germany Holdings, LLC, L-3 Communications Shared Services, LLC, L-3 Communications Vector International Aviation LLC and L-3 Communications Vertex Aerospace LLC are Delaware limited liability companies.

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

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The Limited Liability Company Agreement of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the Delaware Limited Liability Company Act: L-3 Communications Flight Capital LLC, L-3 Communications Flight International Aviation LLC, L-3 Communications Vector International Aviation LLC and L-3 Communications Vertex Aerospace LLC.

The Limited Liability Company Agreement of each of the following entities provides that a member shall not have any liability for the obligations or liabilities of the company except to the extent provided in the Delaware Limited Liability Company Act: L-3 Communications Flight Capital LLC, L-3 Communications Flight International Aviation LLC, L-3 Communications Germany Holdings, LLC, L-3 Communications Shared Services and LLC, L-3 Communications Vector International Aviation LLC.

Delaware Limited Partnerships

L-3 Communications Integrated Systems L.P. is a Delaware limited partnership.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DE RULPA”) provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. However, to the extent that the partnership agreement seeks to restrict or limit the liabilities of such person, Section 17-1101 of DE RULPA prohibits it from limiting or eliminating liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

ARIZONA

Electrodynamics, Inc. is an Arizona corporation.

Section 10-851 of the Arizona Revised Statutes authorizes a corporation to indemnify a director made a party to a proceeding in such capacity, provided that the individual’s conduct was in good faith and the individual reasonably believed that the conduct was in the best interests of the corporation and, in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Additionally, a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper financial benefit to the director in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Unless otherwise limited by its articles of incorporation, Section 10-854 of the Arizona Revised Statutes requires a corporation to indemnify (a) an outside director whose conduct was in good faith and who reasonably believed that the conduct was in the best interests of the corporation and, in the case of any criminal proceedings, the director had no reasonable cause to believe the conduct was unlawful and (b) a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding.

Section 10-856 of the Arizona Revised Statutes provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation to the same extent as a director.

The Bylaws of Electrodynamics, Inc. provides that the corporation shall indemnify its directors and officers to the full extent possible under the General Corporation Law of the State of Arizona.

CALIFORNIA

Interstate Electronics Corporation, L-3 Communications Infrared Vision Technology Corporation, L-3 Communications Sonoma EO, Inc., L-3 Communications Dynamic Positioning and Control Systems, Inc. and L-3 Communications MariPro, Inc. are California corporations.

Section 317 of the California Corporations Code provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than in an action by or on behalf of the corporation to obtain a favorable judgment for itself, because such person is or was an agent of the

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corporation, against expenses actually and reasonably incurred in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to believe that the conduct was unlawful. In the case of suits by or on behalf of a corporation to obtain a judgment in its favor, a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to such proceeding because such person is or was the corporation’s agent, against expenses actually and reasonably incurred if the person acted in good faith in a manner the person believed to be in the best interests of the corporation and its shareholders, except that no such indemnification may be made for claims as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation, unless and then only to the extent a court determines otherwise.

The Articles of Incorporation of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the California Corporations Code: L-3 Communications Infrared Vision Technology Corporation and L-3 Communications MariPro, Inc.

The Bylaws of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the California Corporations Code: Interstate Electronics Corporation, L-3 Communications Infrared Vision Technology Corporation, L-3 Communications Sonoma EO, Inc., L-3 Communications Dynamic Positioning and Control Systems, Inc. and L-3 Communications MariPro, Inc.

The Articles of Incorporation of L-3 Communications Sonoma EO, Inc. provides that the liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

FLORIDA

L-3 Communications Advanced Laser Systems Technology, Inc., L-3 Communications EO/IR, Inc. and L-3 G.A. International, Inc. are Florida corporations.

Section 607.0850(1) of the Florida Business Corporation Act empowers a corporation to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 607.0850(2) provides that a corporation shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The Articles of Incorporation of L-3 Communications EO/IR, Inc. provides that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Florida.

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The Bylaws of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Florida: L-3 Communications Advanced Laser Systems Technology, Inc. and L-3 G.A. International, Inc.

MARYLAND

Microdyne Communications Technologies Incorporated, Microdyne Corporation, Microdyne Outsourcing Incorporated, L-3 Chesapeake Sciences Corporation and L-3 Communications Applied Signal and Image Technology, Inc. are Maryland corporations.

Under Section 2-418 of the Maryland General Corporation Law (“MDGCL”), a Maryland corporation may indemnify any director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is a present or former director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan. Such indemnification may be against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with the proceeding unless it is proven that (a) the act or omission of the director was material to the matter giving rise to the proceeding and (i) was committed in bad faith, or (ii) was the result of active and deliberate dishonesty; or (b) the director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal proceeding, the director had reasonable cause to believe his act or omission was unlawful. However, the corporation may not indemnify any director in connection with a proceeding by or in the right of the corporation if the director has been adjudged to be liable to the corporation. A director who has been successful in the defense of any proceeding described above shall be indemnified against reasonable expenses incurred in connection with the proceeding. The corporation may not indemnify a director in respect of any proceeding charging improper personal benefits to the director in which the director was adjudged to be liable on the basis that personal benefit was improperly received. The corporation may not indemnify a director or advance expenses for a proceeding brought by the director against the corporation except if the proceeding is brought to enforce indemnification by the corporation or if the corporation’s charter or bylaws, a board resolution or contract provides otherwise. Notwithstanding the above provisions, a court of appropriate jurisdiction, upon application of the director, may order indemnification if it determines that in view of all the relevant circumstances, the director is fairly and reasonably entitled to indemnification; however, indemnification with respect to any proceeding by or in the right of the corporation or in which liability was adjudged on the basis that personal benefit was improperly received shall be limited to expenses. A corporation may advance reasonable expenses to a director under certain circumstances, including a written undertaking by or on behalf of such director to repay the amount if it shall ultimately be determined that the standard of conduct necessary for indemnification by the corporation has not been met.

A corporation may indemnify and advance expenses to an officer of the corporation to the same extent that it may indemnify directors under Section 2-418 of the MDGCL.

The indemnification and advancement of expenses provided by statute is not exclusive of any other rights, by indemnification or otherwise, to which a director or officer may be entitled under the charter, bylaws, a resolution of shareholders or directors, an agreement or otherwise.

A corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify a director or officer against liability under the provision of Section 2-418 of the MDGCL. Further, a corporation may provide similar protection, including a trust fund, letter of credit or surety bond, not inconsistent with the statute.

The Articles of Incorporation of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the general corporate laws of the State of Maryland: Microdyne Communications Technologies Incorporated and Microdyne Outsourcing Incorporated.

The Bylaws of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Maryland: L-3 Chesapeake Sciences Corporation, L-3 Communications Applied Signal and Image Technology, Inc., Microdyne Communications Technologies Incorporated, Microdyne Corporation and Microdyne Outsourcing Incorporated.

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NEVADA

L-3 Communications Westwood Corporation is a Nevada corporation.

Sections 78.751 et seq. of the Nevada Revised Statutes allow a company to indemnify its officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances. Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner which such person believed to be in the best interests of the corporation. A determination may be made by the shareholders, by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not exist.

The Articles of Incorporation and the Bylaws of L-3 Communications Westwood Corporation provide that the corporation shall indemnify its directors and officers to the full extent possible under the corporate laws of the State of Nevada.

The Bylaws of L-3 Communications Westwood Corporation provides that a director or officer shall have no personal or individual liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer to the fullest extent permitted by law.

NEW JERSEY

L-3 Communications Mobile-Vision, Inc. is a New Jersey corporation.

Section 14A:3-5 of the New Jersey Business Corporation Act (“NJBCA”) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a corporate agent (i.e., a director, officer, employee or agent of the corporation or a director, officer, trustee, employee or agent of another related corporation or enterprise), against reasonable costs (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceedings, had no reasonable cause to believe that such conduct was unlawful. Section 14A:3-5 of the NJBCA also empowers a corporation to indemnify a corporate agent against reasonable costs (including attorneys’ fees) incurred by him in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves such corporate agent by reason of the fact that he is or was a corporate agent if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Superior Court of New Jersey or the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

To the extent that a corporate agent has been successful in the defense of any action, suit or proceeding referred to above, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) incurred by him in connection therewith. Section 14A:3-5 further provides that indemnification provided for by Section 14A:3-5 shall not be deemed exclusive of any rights to which the indemnified party may be entitled. The NJBCA also empowers a corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or expenses incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities and expenses under NJBCA Section 14A:3-5.

OHIO

L-3 Communications Cincinnati Electronics Inc. and L-3 Communications Nova Engineering, Inc. are Ohio corporations.

Section 1701.13(E) of the Ohio Revised Code gives a corporation incorporated under the laws of Ohio authority to indemnify or agree to indemnify its directors and officers against certain liabilities they may incur in

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such capacities in connection with criminal or civil suits or proceedings, other than an action brought by or in the right of the corporation, provided that the director or officer acted in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action or suit by or in the right of the corporation, the corporation may indemnify or agree to indemnify its directors and officers against certain liabilities they may incur in such capacities, provided that the director or officer acted in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation, except that an indemnification shall not be made in respect of any claim, issue, or matter as to which (a) the person is adjudged to be liable for negligence or misconduct in the performance of their duty to the corporation unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper or (b) any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Ohio Revised Code.

The Code of Regulations of L-3 Communications Cincinnati Electronics Inc. provides that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Ohio.

TEXAS

L-3 Unmanned Systems, Inc. is a Texas corporation.

Article 2.02-1 of the Texas Business Corporation Act (“TXBCA”) authorizes a Texas corporation to indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative because the person is or was a director. The TXBCA provides that unless a court of competent jurisdiction determines otherwise, indemnification is permitted only if it is determined that the person (1) conducted himself in good faith; (2) reasonably believed (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation’s best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. A person may be indemnified under Article 2.02-1 of the TXBCA against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person (including court costs and attorneys’ fees), but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by him, the indemnification is limited to reasonable expenses actually incurred and shall not be made in respect of any proceeding in which the person has been found liable for willful or intentional misconduct in the performance of his duty to the corporation. A corporation is obligated under Article 2.02-1 of the TXBCA to indemnify a director or officer against reasonable expenses incurred by him in connection with a proceeding in which he is named defendant or respondent because he is or was director or officer if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. Under Article 2.02-1 of the TXBCA a corporation may (1) indemnify and advance expenses to an officer, employee, agent or other persons who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity to the same extent that it may indemnify and advance expenses to its directors, (2) indemnify and advance expenses to directors and such other persons identified in (1) to such further extent, consistent with law, as may be provided in the corporation’s articles of incorporation, bylaws, action of its board of directors, or contract or as permitted by common law and (3) purchase and maintain insurance or another arrangement on behalf of directors and such other persons identified in (1) against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person.

The Articles of Incorporation and the Bylaws of L-3 Unmanned Systems, Inc. provide that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Texas.

VIRGINIA

D.P. Associates Inc., Titan Facilities, Inc. and L-3 Global Communications Solution, Inc. are Virginia corporations.

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The Virginia Stock Corporation Act (“VASCA”) empowers a corporation to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard in the preceding sentence; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Under the VASCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 13.1-697 of the VASCA; and (2) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if the director is not entitled to mandatory indemnification under Section 13.1-698 of the VASCA and it is ultimately determined that he did not meet the relevant standard of conduct. Unless a corporation’s articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director. A corporation may also purchase and maintain on behalf of a director or officer insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under the VASCA.

The Articles of Incorporation of each of the following entities provides that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Virginia: D.P. Associates Inc. and Titan Facilities, Inc.

The Bylaws of D.P. Associates Inc. provides that the corporation shall indemnify its directors and officers to the full extent possible under the laws of the State of Virginia.

LIABILITY INSURANCE

On behalf of itself and all of its subsidiary guarantors, the Company has directors’ and officers’ liability insurance policies, with coverage, in the aggregate, of up to $200 million, subject to various deductibles and exclusions from coverage.

Item 21.   Exhibits and Financial Statement Schedules.

A list of exhibits filed with this registration statement on Form S-4 is set forth in the Exhibit Index and is incorporated into this Item 21 by reference.

Item 22:   Undertakings

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no

II-7

more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on March 26, 2010.

L-3 COMMUNICATIONS CORPORATION

By:  /s/  Steven M. Post

Name:     Steven M. Post

Title:  Senior Vice President, General Counsel

and Corporate Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Michael T. Strianese, Ralph G. D’Ambrosio and Steven M. Post, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 relating to the notes and the subsidiary guarantees and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Michael T. Strianese Michael T. Strianese	Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director	March 26, 2010
/s/  Ralph G. D’Ambrosio Ralph G. D’Ambrosio	Vice President and Chief Financial Officer (Principal Financial Officer)	March 26, 2010
/s/  Dan Azmon Dan Azmon	Controller and Principal Accounting Officer	March 26, 2010
/s/  Robert B. Millard Robert B. Millard	Director	March 26, 2010
/s/  Claude R. Canizares Claude R. Canizares	Director	March 26, 2010

II-9

Signature	Title	Date
/s/  Thomas A. Corcoran Thomas A. Corcoran	Director	March 26, 2010
/s/  Lewis Kramer Lewis Kramer	Director	March 26, 2010
/s/  John M. Shalikashvili John M. Shalikashvili	Director	March 26, 2010
/s/  Arthur L. Simon Arthur L. Simon	Director	March 26, 2010
/s/  Alan H. Washkowitz Alan H. Washkowitz	Director	March 26, 2010
/s/  John P. White John P. White	Director	March 26, 2010

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants certifies has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on March 26, 2010.

BROADCAST SPORTS INC.
D.P. ASSOCIATES, INC.
ELECTRODYNAMICS, INC.
INTERNATIONAL RESOURCES GROUP LTD.
INTERSTATE ELECTRONICS CORPORATION
L-3 CHESAPEAKE SCIENCES CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER  SYSTEMS TECHNOLOGY, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS APPLIED SIGNAL AND  IMAGE TECHNOLOGY, INC.
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS,
  INC.
L-3 COMMUNICATIONS CYTERRA 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 EOTECH, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL
  AVIATION LLC
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC
L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC.
L-3 COMMUNICATIONS GERMANY
  HOLDINGS, LLC
L-3 COMMUNICATIONS INFRAREDVISION  TECHNOLOGY CORPORATION
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 NOVA ENGINEERING, INC.
L-3 COMMUNICATIONS SECURITY AND  DETECTION SYSTEMS, INC.
L-3 COMMUNICATIONS SHARED SERVICES, LLC
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 FUZING AND ORDNANCE SYSTEMS, INC.
L-3 G.A. INTERNATIONAL, INC.
L-3 GLOBAL COMMUNICATIONS SOLUTIONS, INC.
L-3 SERVICES, INC.
L-3 UNMANNED SYSTEMS, INC.
LINCOM WIRELESS, INC.
MICRODYNE COMMUNICATIONS TECHNOLOGIES
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
PAC ORD INC.
POWER PARAGON, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR, INC.
TITAN FACILITIES, INC.

By:  /s/  Steven M. Post

Name:     Steven M. Post

Title:  Senior Vice President, Secretary

II-11

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Michael T. Strianese, Ralph G. D’Ambrosio and Steven M. Post, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 relating to the notes and the subsidiary guarantees and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Michael T. Strianese Michael T. Strianese	Principal Executive Officer	March 26, 2010
/s/  Ralph G. D’Ambrosio Ralph G. D’Ambrosio	Principal Financial Officer	March 26, 2010
/s/  Steven M. Post Steven M. Post	Director	March 26, 2010

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on March 26, 2010.

L-3 COMMUNICATIONS INTEGRATED
SYSTEMS L.P.

By:	L-3 COMMUNICATIONS AIS GP CORPORATION, as General Partner
By:	/s/  Steven M. Post

Name:     Steven M. Post

Title:  Senior Vice President, Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Michael T. Strianese, Ralph G. D’Ambrosio and Steven M. Post, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 relating to the notes and the subsidiary guarantees and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Michael T. Strianese Michael T. Strianese	Principal Executive Officer	March 26, 2010
/s/  Ralph G. D’Ambrosio Ralph G. D’Ambrosio	Principal Financial Officer	March 26, 2010
/s/  Steven M. Post Steven M. Post	Director	March 26, 2010

II-13

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	3	.1	Certificate of Incorporation of L-3 Communications Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 No. 333-31649).
	3	.2	Amended and Restated By-Laws of L-3 Communications Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 17, 2007).
	3	.3	Certificate of Incorporation of L-3 Communications ESSCO, Inc. (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.4	By-laws of L-3 Communications ESSCO, Inc. (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.5	Certificate of Incorporation of SPD Electrical Systems, Inc. (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.6	By-laws of SPD Electrical Systems, Inc. (incorporated by reference to Exhibit 3.18 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.7	Certificate of Incorporation of SPD Switchgear Inc. (incorporated by reference to Exhibit 3.19 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.8	By-laws of SPD Switchgear Inc. (incorporated by reference to Exhibit 3.20 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.9	Certificate of Incorporation of Pac Ord Inc. (incorporated by reference to Exhibit 3.21 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.10	By-laws of Pac Ord Inc. (incorporated by reference to Exhibit 3.22 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.11	Certificate of Incorporation of Power Paragon, Inc. (incorporated by reference to Exhibit 3.25 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	3	.12	By-laws of Power Paragon, Inc. (incorporated by reference to Exhibit 3.26 to the Company’s Registration Statement on Form S-4 No. 333-70199).
	**3	.13	Articles of Incorporation of Electrodynamics, Inc.
	3	.14	By-laws of Electrodynamics, Inc. (incorporated by reference to Exhibit 3.40 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.15	Articles of Incorporation of Interstate Electronics Corporation (incorporated by reference to Exhibit 3.41 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.16	Amended and Restated By-laws of Interstate Electronics Corporation (incorporated by reference to Exhibit 3.42 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.17	Certificate of Incorporation of L-3 Communications AIS GP Corporation (incorporated by reference to Exhibit 3.45 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	**3	.18	Amended and Restated By-laws of L-3 Communications AIS GP Corporation
	3	.19	Certificate of Limited Partnership of L-3 Communications Integrated Systems L.P (incorporated by reference to Exhibit 3.53 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	**3	.20	Second Amended and Restated Limited Partnership Agreement of L-3 Communications Integrated Systems L.P.
	3	.21	Certificate of Incorporation of L-3 Communications Investments Inc. (incorporated by reference to Exhibit 3.55 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.22	By-laws of L-3 Communications Investments Inc. (incorporated by reference to Exhibit 3.56 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.23	Certificate of Incorporation of Microdyne Communications Technologies Incorporated (incorporated by reference to Exhibit 3.57 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.24	By-laws of Microdyne Communications Technologies Incorporated (incorporated by reference to Exhibit 3.58 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.25	Articles of Incorporation of Microdyne Corporation (incorporated by reference to Exhibit 3.59 to the Company’s Registration Statement on Form S-4 No. 333-99757).

Exhibit No.			Description of Exhibit
	3	.26	By-laws of Microdyne Corporation (incorporated by reference to Exhibit 3.60 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.27	Articles of Incorporation of Microdyne Outsourcing Incorporated (incorporated by reference to Exhibit 3.61 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.28	By-laws of Microdyne Outsourcing Incorporated (incorporated by reference to Exhibit 3.62 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	**3	.29	Restated Certificate of Incorporation of L-3 Communications Security and Detection Systems, Inc.
	3	.30	Bylaws of L-3 Communications Security and Detection Systems, Inc. (incorporated by reference to Exhibit 3.68 to the Company’s Registration Statement on Form S-4 No. 333-99757).
	3	.31	Certificate of Incorporation of Broadcast Sports, Inc. (incorporated by reference to Exhibit 3.69 to the Company’s Registration Statement on Form S-4 No. 333-106106).
	3	.32	Bylaws of Broadcast Sports, Inc. (incorporated by reference to Exhibit 3.70 to the Company’s Registration Statement on Form S-4 No. 333-106106).
	**3	.33	Certificate of Incorporation of L-3 Communications Avionics Systems, Inc.
	**3	.34	Bylaws of L-3 Communications Avionics Systems, Inc.
	3	.35	Certificate of Incorporation of D.P. Associates Inc. (incorporated by reference to Exhibit 3.57 to the Company’s Registration Statement on Form S-4 No. 333-122499).
	3	.36	Bylaws of D.P. Associates Inc. (incorporated by reference to Exhibit 3.58 to the Company’s Registration Statement on Form S-4 No. 333-122499).
	3	.37	Certificate of Restated and Amended Articles of Incorporation of L-3 Communications Westwood Corporation (incorporated by reference to Exhibit 3.83 to the Company’s Registration Statement on Form S-4 No. 333-106106).
	3	.38	Bylaws of L-3 Communications Westwood Corporation (incorporated by reference to Exhibit 3.84 to the Company’s Registration Statement on Form S-4 No. 333-106106).
	3	.39	Articles of Incorporation of L-3 Communications EO/IR, Inc. (incorporated by reference to Exhibit 3.75 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.40	Bylaws of L-3 Communications EO/IR, Inc. (incorporated by reference to Exhibit 3.102 to the Company’s Registration Statement on Form S-4 No. 333-106106).
	3	.41	Certificate of Formation of L-3 Communications Vertex Aerospace LLC (incorporated by reference to Exhibit 3.85 to the Company’s Registration Statement on Form S-4 No. 333-113802).
	**3	.42	Amended and Restated Limited Liability Company Agreement of L-3 Communications Vertex Aerospace LLC.
	3	.43	Certificate of Formation of L-3 Communications Flight International Aviation LLC (incorporated by reference to Exhibit 3.87 to the Company’s Registration Statement on Form S-4 No. 333-113802).
	**3	.44	Amended and Restated Limited Liability Company Agreement of L-3 Communications Flight International Aviation LLC.
	3	.45	Certificate of Formation of L-3 Communications Flight Capital LLC (incorporated by reference to Exhibit 3.89 to the Company’s Registration Statement on Form S-4 No. 333-113802).
	**3	.46	Amended and Restated Limited Liability Company Agreement of L-3 Communications Flight Capital LLC.
	3	.47	Certificate of Formation of L-3 Communications Vector International Aviation LLC (incorporated by reference to Exhibit 3.91 to the Company’s Registration Statement on Form S-4 No. 333-113802).
	3	.48	Limited Liability Company Agreement of L-3 Communications Vector International Aviation LLC (incorporated by reference to Exhibit 3.92 to the Company’s Registration Statement on Form S-4 No. 333-113802).
	3	.49	Certificate of Incorporation of L-3 Communications Klein Associates, Inc. (incorporated by reference to Exhibit 3.93 to the Company’s Registration Statement on Form S-4 No. 333-113802).
	3	.50	Bylaws of L-3 Communications Klein Associates, Inc. (incorporated by reference to Exhibit 3.94 to the Company’s Registration Statement on Form S-4 No. 333-113802).

Exhibit No.			Description of Exhibit
	3	.51	Articles of Incorporation of L-3 Communications Cincinnati Electronics Corporation (incorporated by reference to Exhibit 3.103 to the Company’s Registration Statement on Form S-4 No. 333-122499).
	3	.52	Bylaws of L-3 Communications Cincinnati Electronics Corporation (incorporated by reference to Exhibit 3.104 to the Company’s Registration Statement on Form S-4 No. 333-122499).
	3	.53	Articles of Incorporation of L-3 Communications Advanced Laser Systems Technology, Inc. (incorporated by reference to Exhibit 3.107 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.54	Amended and Restated Bylaws of L-3 Communications Advanced Laser Systems Technology, Inc. (incorporated by reference to Exhibit 3.108 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.55	Certificate of Incorporation of L-3 Communications Electron Technologies, Inc. (incorporated by reference to Exhibit 3.109 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.56	Bylaws of L-3 Communications Electron Technologies, Inc. (incorporated by reference to Exhibit 3.110 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.57	Articles of Incorporation of L-3 Communications InfraredVision Technology Corporation. (incorporated by reference to Exhibit 3.111 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.58	Amended and Restated Bylaws of L-3 Communications Infraredvision Technology Corporation. (incorporated by reference to Exhibit 3.112 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.59	Certificate of Incorporation of L-3 Communications Mobile-Vision, Inc. (incorporated by reference to Exhibit 3.113 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.60	Bylaws of L-3 Communications Mobile-Vision, Inc. (incorporated by reference to Exhibit 3.114 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.61	Amended and Restated Articles of Incorporation of L-3 Communications Sonoma EO, Inc. (incorporated by reference to Exhibit 3.115 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.62	Bylaws of L-3 Communications Sonoma EO, Inc. (incorporated by reference to Exhibit 3.116 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.63	Amended and Restated Certificate of Incorporation of Lincom Wireless, Inc. (incorporated by reference to Exhibit 3.119 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.64	Bylaws of Lincom Wireless, Inc. (incorporated by reference to Exhibit 3.120 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.65	Articles of Incorporation of Titan Facilities, Inc. (incorporated by reference to Exhibit 3.125 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	3	.66	Bylaws of Titan Facilities, Inc. (incorporated by reference to Exhibit 3.126 to the Company’s Registration Statement on Form S-4 No. 333-129952).
	**3	.67	Certificate of Incorporation of International Resources Group, Ltd.
	**3	.68	Bylaws of International Resources Group, Ltd.
	**3	.69	L-3 Chesapeake Sciences Corporation Articles of Incorporation
	**3	.70	Bylaws of L-3 Chesapeake Sciences Corporation
	**3	.71	Articles of Incorporation of L-3 Communications Applied Signal and Image Technology, Inc.
	**3	.72	Bylaws of L-3 Communications Applied Signal and Image Technology, Inc.
	**3	.73	Certificate of Incorporation of L-3 Communications CyTerra Corporation
	**3	.74	Bylaws of L-3 Communications CyTerra Corporation
	**3	.75	Amended and Restated Articles of Incorporation of L-3 Communications Dynamic Positioning and Control Systems, Inc.
	**3	.76	Bylaws of L-3 Communications Dynamic Positioning and Control Systems, Inc.
	**3	.77	Certificate of Incorporation of L-3 Communications EOTech, Inc.
	**3	.78	Bylaws of L-3 Communications EOTech, Inc.

Exhibit No.			Description of Exhibit
	**3	.79	Certificate of Incorporation of L-3 Communications Foreign Holdings, Inc.
	**3	.80	Bylaws of L-3 Communications Foreign Holdings, Inc.
	**3	.81	Certificate of Formation of L-3 Communications Germany Holdings, LLC
	**3	.82	Amended and Restated Limited Liability Company Agreement of L-3 Communications Germany Holdings, LLC
	**3	.83	Articles of Incorporation of L-3 Communications MariPro, Inc.
	**3	.84	Bylaws of L-3 Communications MariPro, Inc.
	**3	.85	Articles of Incorporation of L-3 Communications Nova Engineering, Inc.
	**3	.86	Code of Regulations of L-3 Communications Nova Engineering, Inc.
	**3	.87	Certificate of Formation of L-3 Communications Shared Services, LLC
	**3	.88	Amended and Restated Limited Liability Company Agreement of L-3 Communications Shared Services, LLC
	**3	.89	Certificate of Incorporation of L-3 Fuzing and Ordnance Systems, Inc.
	**3	.90	Amended and Restated Bylaws of L-3 Fuzing and Ordnance Systems, Inc.
	**3	.91	Certificate of Incorporation of L-3 G.A. International, Inc.
	**3	.92	Bylaws of L-3 G.A. International, Inc.
	**3	.93	Articles of Incorporation of L-3 Global Communications Solutions, Inc.
	**3	.94	Bylaws of L-3 Global Communications Solutions, Inc.
	**3	.95	Certificate of Incorporation of L-3 Services, Inc.
	**3	.96	Bylaws of L-3 Services, Inc.
	**3	.97	Articles of Incorporation of L-3 Unmanned Systems, Inc.
	**3	.98	Bylaws of L-3 Unmanned Systems, Inc.
	4	.2	Credit Agreement, dated as of October 23, 2009, among L-3 Communications Corporation, L-3 Communications Holdings, Inc. and certain subsidiaries of the Registrants from time to time party thereto as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrants’ Current Report on Form 8-K dated October 26, 2009).
	4	.3	Indenture dated as of May 21, 2003 among L-3 Communications Corporation, the Guarantors named therein and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to L-3 Communications Corporation’s Registration Statement on Form S-4 (File No. 333-106106)).
	4	.4	Supplemental Indenture dated as of October 1, 2009 among L-3 Communications Corporation, The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, and the guarantors named therein to the Indenture dated as of May 21, 2003 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.6 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009).
	4	.5	Indenture dated as of December 22, 2003 among L-3 Communications Corporation, the Guarantors named therein and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.33 to the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2003).
	4	.6	Supplemental Indenture dated as of October 1, 2009 among L-3 Communications Corporation, The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, and the guarantors named therein to the Indenture dated as of December 22, 2003 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.8 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009).
	4	.7	Indenture dated as of November 12, 2004 among L-3 Communications Corporation, the Guarantors and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to L-3 Communications Corporation’s Registration Statement on Form S-4 (File No. 333-122499)).

Exhibit No.			Description of Exhibit
	4	.8	Supplemental Indenture dated as of October 1, 2009 among L-3 Communications Corporation, The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, and the guarantors named therein to the Indenture dated as of November 12, 2004 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.10 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009).
	4	.9	Indenture dated as of July 29, 2005 (Notes Indenture) among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.69 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
	4	.10	Supplemental Indenture dated as of October 1, 2009 among L-3 Communications Corporation, The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, and the guarantors named therein to the Notes Indenture dated as of July 29, 2005 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.12 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009).
	4	.11	Indenture dated as of July 29, 2005 (CODES Indenture) among L-3 Communications Holdings, Inc., the guarantors named therein and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.70 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
	4	.12	Supplemental Indenture dated as of October 1, 2009 among L-3 Communications Holdings, Inc., The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, and the guarantors named therein to the CODES Indenture dated as of July 29, 2005 among L-3 Communications Holdings, Inc., the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.14 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009).
	4	.13	Indenture dated as of October 2, 2009 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.15 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009).
	4	.14	Form of 5.20% Senior Notes due 2019 (attached as Exhibit A to Exhibit 4.13).
	4	.15	Form of 5.20% Series B Senior Notes due 2019 (attached as Exhibit A to Exhibit 4.13).
	**4	.16	Registration Rights Agreement, dated as of October 2, 2009, among L-3 Communications Corporation, the Guarantors, Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC, Calyon Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., RBS Securities Inc., Scotia Capital (USA) Inc., S G Americas Securities, LLC, ANZ Securities, Inc. and BNY Mellon Capital Markets, LLC, as the initial purchasers.
	**5		Opinion of Simpson Thacher & Bartlett LLP.
	10	.1	L-3 Communications Holdings, Inc. 1997 Option Plan for Key Employees (incorporated by reference to Exhibit 10.91 to L-3 Communications Holdings, Inc.’s Registration Statement on Form S-1, No. 333-46975).
	10	.2	Form of L-3 Communications Holdings, Inc. 1997 Option Plan for Key Employees Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.9 to L-3 Communications Holdings, Inc.’s Registration Statement on Form S-1 No. 333-46975).
	10	.3	L-3 Communications Holdings, Inc. Amended and Restated 1998 Directors Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.16 to the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2006).
	10	.4	Form of L-3 Communications Holdings, Inc. 1998 Directors Stock Option Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.96 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2004).
	10	.5	Form of L-3 Communications Holdings, Inc. 1998 Directors Stock Option Plan Nonqualified Stock Option Agreement (2007 Version) (incorporated by reference to Exhibit 10.3 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).

Exhibit No.			Description of Exhibit
	10	.6	L-3 Communications Holdings, Inc. Amended and Restated 1999 Long Term Performance Plan (Conformed copy reflecting all amendments through February 11, 2008) (incorporated by reference to Exhibit 10.4 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	10	.7	Form of L-3 Communications Holdings, Inc. 1999 Long Term Performance Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.97 of the Registrants’ Quarterly Report on Form 10-Q for the period ended September 30, 2004).
	10	.8	Form of L-3 Communications Holdings, Inc. 1999 Long Term Performance Plan Nonqualified Stock Option Agreement (2006 Version) (incorporated by reference to Exhibit 10.64 to the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2006).
	10	.9	Form of L-3 Communications Holdings, Inc. 1999 Long Term Performance Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.63 to the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2006).
	10	.10	L-3 Communications Holdings, Inc. 1999 Long Term Performance Plan Amendment No. 1 to Restricted Stock Unit Agreements (incorporated by reference to Exhibit 10.6 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 27, 2008).
	10	.11	L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan (incorporated by reference to Exhibit 10.14 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	10	.12	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Nonqualified Stock Option Agreement (2008 Version) (incorporated by reference to Exhibit 10.2 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 27, 2008).
	10	.13	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Nonqualified Stock Option Agreement (2009 Version) (incorporated by reference to Exhibit 10.1 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 26, 2009).
	10	.14	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Restricted Stock Unit Agreement (2008 Version) (incorporated by reference to Exhibit 10.3 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 27, 2008).
	10	.15	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Restricted Stock Unit Agreement (2009 Version) (incorporated by reference to Exhibit 10.17 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	10	.16	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Performance Unit Agreement (2008 Version) (incorporated by reference to Exhibit 10.4 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 27, 2008).
	10	.17	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Performance Unit Agreement (2010 Version) (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).
	10	.18	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Performance Unit Award Notice (2008 Version) (incorporated by reference to Exhibit 10.5 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 27, 2008).
	10	.19	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Performance Unit Award Notice (2009 Version) (incorporated by reference to Exhibit 10.2 of the Registrants’ Quarterly Report on Form 10-Q for the period ended June 26, 2009).
	10	.20	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Performance Unit Award Notice (2010 Version) (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).
	10	.21	L-3 Communications Holdings, Inc. Amended and Restated 2008 Directors Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).
	10	.22	Form of L-3 Communications Holdings, Inc. 2008 Directors Stock Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 of the Registrants’ Quarterly Report on Form 10-Q for the period ended March 27, 2009).

Exhibit No.			Description of Exhibit
	10	.23	L-3 Communications Holdings, Inc. Amended and Restated Change of Control Severance Plan (incorporated by reference to Exhibit 10.21 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	10	.24	L-3 Communications Corporation Amended and Restated Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.22 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	10	.25	L-3 Communications Corporation Deferred Compensation Plan I (incorporated by reference to Exhibit 10.15 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2007).
	10	.26	Amendment No. 1 to the L-3 Communications Corporation Deferred Compensation Plan I (incorporated by reference to Exhibit 10.16 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2007).
	10	.27	L-3 Communications Corporation Deferred Compensation Plan II (incorporated by reference to Exhibit 10.25 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	10	.28	MPRI Long Term Deferred Incentive Plan (incorporated by reference to Exhibit 10.26 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2008).
	*11		L-3 Communications Holdings, Inc. Computation of Basic Earnings Per Share and Diluted Earnings Per Common Share.
	12		Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).
	21		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).
	**23	.1	Consent of PricewaterhouseCoopers LLP.
	**23	.3	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5).
	24		Powers of Attorney (included on the signature pages hereto).
	**25		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, as Trustee.
	**99	.1	Form of Letter of Transmittal.
	**99	.2	Form of Notice of Guaranteed Delivery.
	**99	.3	Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and other Nominees.
	**99	.4	Form of Letter to Clients.
	***101	.INS	XBRL Instance Document
	***101	.SCH	XBRL Taxonomy Extension Schema Document
	***101	.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	***101	.LAB	XBRL Taxonomy Extension Label Linkbase Document
	***101	.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	The information required in this exhibit is presented in Note 16 to the consolidated financial statements as of December 31, 2009 in accordance with the provisions of ASC 260, Earnings Per Share.
**	Filed herewith.
***	Furnished electronically with this report.

EX-3.13

Exhibit 3.13

ARTICLES OF INCORPORATION

OF

ELECTRODYNAMICS, INC.

KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned hereby adopt the following Articles of Incorporation pursuant to the laws of the State of Arizona:

ARTICLE I

NAME

          The name of the corporation shall be ELECTRODYNAMICS, INC.

ARTICLE II

KNOWN PLACE OF BUSINESS

          The known place of business of the corporation shall be:

3500 North Greenfield Road
Mesa, Arizona 85201

But other offices and places for conducting business within the State of Arizona may be established from time to time by the Board of Directors.

ARTICLE III

PURPOSES, POWERS, AND INITIAL BUSINESS

          The objects and purposes for which the corporation is organized, and the general nature of the business which it intends to transact, are as follows:

          (a) To manufacture and sell products for aerospace, military and industrial applications, including, but not limited to video mappers, counting accelerometers, elapsed time indicators, precision timing motors, electronic timers, electronic switches, electromagnetic fault indicators, potentiometers, and other electronic devices.

          (b) To engage in any lawful business permitted to a private corporation under the laws of the State of Arizona, and to do all of the corporate powers enumerated in the Arizona Business Corporation Act;

          (c) To do all things necessary or convenient for the accomplishment or furtherance of any of the purposes stated herein, and to do all things necessary or convenient for the protection and the benefit of the corporation.

 2

ARTICLE IV

AUTHORIZED CAPITAL

          The authorized capital of the corporation shall be One Thousand Dollars ($1,000.00), consisting of 1,000 shares of Common Stock, one dollar ($1.00) par value.

ARTICLE V

BOARD OF DIRECTORS

          The business and affairs of the corporation shall be managed and conducted by a Board of Directors consisting of such number of persons as shall be fixed by the By-Laws. The initial Board of Directors shall consist of five (5) directors. The persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected are:

B. Paul Barnes
3500 North Greenfield Road
Mesa, Arizona 85205

Thomas A. Dickey
3500 North Greenfield Road
Mesa, Arizona 85205

Gerard G. Ellis
3500 North Greenfield Road
Mesa, Arizona 85205

William H. Mallender
3500 North Greenfield Road
Mesa, Arizona 85205

Ralph A. Rockow
3500 North Greenfield Road
Mesa, Arizona 85205

ARTICLE VI

INCORPORATORS

          The incorporators of the corporation are:

Mark S. Dickerson	Laura Gallup
3500 North Greenfield Road	3500 North Greenfield Road
Mesa, Arizona 85205	Mesa, Arizona 85205

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ARTICLE VII

STATUTORY AGENT

          The initial statutory agent of the corporation, who may be replaced at any time by the Board of Directors is:

Mark S. Dickerson
3500 North Greenfield Road
Mesa, Arizona 85205

          IN WITNESS WHEREOF, we, the undersigned, have hereunto set our hands this 10^th day of September, 1981.

/s/ Mark S. Dickerson  

Mark S. Dickerson 

/s/ Laura Gallup  

Laura Gallup 

STATE OF ARIZONA	)
	)	ss.
COUNTY OF MARICOPA	)

          On this, the 10^th day of September, 1981, before me, the undersigned Notary Public, personally appeared Mark S. Dickerson and Laura Gallup, known to me (or satisfactory proven) to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Leona  

Notary Public 

My Commission Expires:
                    , 15, 1984

EX-3.18

Exhibit 3.18

AMENDED AND RESTATED BYLAWS
of
L-3 COMMUNICATIONS AIS GP CORPORATION

(Effective Date: February 23, 2002)

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of L-3 Communications AIS GP Corporation (hereinafter, the “Corporation”) shall be in the City of Wilmington, State of Delaware.

     Section 2. Other Offices. The Corporation also may have offices at such other places both within and outside the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or outside the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meeting of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect a Board of Directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special Meetings of Stockholders, for any purpose or purposes, may be called by the President, Secretary, Treasurer or Vice President, and shall be called by any such officer at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting.

     Section 4. Notice of Meetings. Written notice of an Annual Meeting or Special Meeting stating the place, date, and hour of the meeting and in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

 2

     Section 5. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

     Section 6. Voting. Any questions brought before any meeting of stockholders shall be decided by a majority vote of the number of shares entitled to vote, present in person or represented by proxy. Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.

     Section 7. Action by Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

     Section 1. Number and Election of Directors. The first Board of Directors shall consist of one director. Thereafter the number of directors shall be determined by the Board of Directors or by the stockholders. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.

     Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of all directors, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

     Section 3. Committees. The Board of Directors may designate one or more committees, which committees shall, to the extent provided in the resolution of the Board of Directors establishing such a committee, have all authority and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent lawful under the General Corporation Law of the State of Delaware.

 3

     Section 4. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

     Section 5. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or outside the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the president or any one director with one day’s notice to each director, either personally or by mail, telephone or facsimile transmission.

     Section 6. Quorum: Board Action. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the entire Board of Directors shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 8. Compensation. The Corporation shall reimburse the reasonable expenses incurred by members of the Board of Directors in connection with attendance at meetings of the Board of Directors and of any committee on which such member serves; provided, that the foregoing shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

     Section 9. Removal. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any director, or the entire Board of Directors may be removed, without or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

     The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Vice President and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual

 4

duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

NOTICES

     Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

     Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

     Section 2. Fiscal year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

     Section 3. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 5

ARTICLE VII

INDEMNIFICATION

     To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Expenses incurred by a person who is or was a Director or officer of the Corporation in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Article. If a claim under this Article VII is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law or other applicable law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law or other applicable law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

ARTICLE VIII

AMENDMENTS

     Section 1. Amending and Repealing. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the majority vote of the entire Board of Directors.

 6

     Section 2. Entire Board of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies.

EX-3.20

Exhibit 3.20

SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

of

L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.

          SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P. (the “Agreement”), dated as of and effective as of March 24, 2010, between the General Partner (as defined below) and the Limited Partner (as defined below).

W I T N E S S E T H :

          WHEREAS, the parties hereto entered into the Limited Partnership Agreement of L-3 Communications Integrated Systems L.P. dated as of February 22, 2002 (the “Initial Agreement”) for the purpose of forming a limited partnership (the “Partnership”) pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “Act”).

          WHEREAS, the parties amended and restated the Initial Agreement in its entirety effective as of February 28, 2002 (as amended and restated, the “Existing Agreement”).

          WHEREAS, the parties desire to modify certain provisions of the Existing Agreement.

          NOW, THEREFORE, the parties hereto amend and restate the Existing Agreement in its entirety as follows:

          1. Name. The name of the Partnership shall be “L-3 Communications Integrated Systems L.P.”, or such other name as the General Partner may from time to time hereafter designate.

          2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

     “event of withdrawal of the General Partner” means an event that caused the General Partner to cease to be a general partner of the Partnership as provided in Section 17-402 of the Act.

     “General Partner” means L-3 Communications AIS GP Corporation, a Delaware corporation, and any other person or entity admitted as additional or substitute General Partners pursuant to this Agreement, so long as they remain General Partners.

     “Limited Partner” means L-3 Communications Investments Inc. and any other person or entity admitted as additional or substitute Limited Partners pursuant to this Agreement, so long as they remain the Limited Partners.

 2

     “Partners” means those persons or entities who from time to time are the General Partners and the Limited Partners.

          3. Purpose. The purpose of the Partnership shall be to engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Partnership may do business. The Partnership shall have the power to engage in all activities and transactions that the General Partner deems necessary or advisable in connection with the foregoing.

          4. Offices.

          (a) The principal place of business and office of the Partnership shall be located at, and the Partnership’s business shall be conducted from, such place or places as the General Partner may determine from time to time.

          (b) The registered office of the Partnership in the State of Delaware shall be located at c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The General Partner may determine to change the foregoing at any time.

          5. Partners. The name and business or residence address of each Partner of the Partnership, the General Partner and the Limited Partner being separately designated, are as set forth on Schedule A attached hereto.

          6. Term. The term of the Partnership commenced on the date of filing of the Certificate of Limited Partnership of the Partnership in accordance with the Act and shall continue until dissolution of the Partnership in accordance with Section 14 of this Agreement.

          7. Management of the Partnership.

          (a) The General Partner shall have the exclusive right to manage the business of the Partnership, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Partnership and, in general, all powers permitted to be exercised by a general partner under the laws of the State of Delaware. The General Partner may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Partnership or the performance of services for or on behalf of the Partnership, and the General Partner may delegate to any such person or entity such authority to act on behalf of the Partnership as the General Partner may from time to time deem appropriate.

          (b) The Limited Partner, in its capacity as such, shall have no right to, and shall not, take part in the management or affairs of the Partnership, nor in any event shall the Limited Partner, in its capacity as such, have the power to act for or bind the Partnership. The Limited Partner or an agent of the Limited Partner may also be an employee, agent or officer of the Partnership and may act on behalf of the Partnership in such capacity to the extent authorized to do so in such capacity.

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          8. Capital Contributions. Partners shall make capital contributions to the Partnership in such amounts and at such times as they shall mutually agree pro rata in accordance with the profit sharing interests as set forth in Schedule A hereto.

          9. Assignments of Partnership Interest. No Partner may sell, assign, pledge or otherwise transfer or encumber (collectively, “transfer”) all or any part of its interest in the Partnership to any person without the written consent of the other Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that if such consent is given, no further consent of the Partners shall be required to permit a pledgee of any Partner’s interest in the Partnership to be substituted for such Partner under this Agreement upon the valid exercise of such pledgee’s rights with respect to its collateral.

          10. Withdrawal. No Partner shall have the right to withdraw from the Partnership except with the consent of the General Partner and upon such terms and conditions as may be specifically agreed upon between the General Partner and the withdrawing Partner. The provisions hereof with respect to distributions upon withdrawal are exclusive, and no Partner shall be entitled to claim any further or different distribution upon withdrawal under Section 17-604 of the Act or otherwise.

          11. Additional Partners. The General Partner shall have the right to admit additional Limited Partners upon such terms and conditions, at such time or times, and for such capital contributions as shall be determined by the General Partner; and in connection with any such admission, the General Partner shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Limited Partner.

          12. Allocations and Distributions. Distributions of cash or other assets of the Partnership shall be made at such times and in such amounts as the General Partner may determine. Distributions shall be made to (and profits and losses shall be allocated among) Partners pro rata in accordance with the amount of their contributions to the Partnership.

          13. Return of Capital. No Partner has the right to receive, and the General Partner has the absolute discretion to make, any distributions to a Partner that include a return of all or any part of such Partner’s capital contribution, provided that upon the dissolution of the Partnership, the assets of the Partnership shall be distributed as provided in Section 17-804 of the Act.

          14. Dissolution. The Partnership shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) The determination of the General Partner to dissolve the Partnership; or

          (b) The occurrence of (i) an event of withdrawal of the General Partner or (ii) any other event causing a dissolution of the Partnership under Section 17-801 of the Act, provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of the General Partner described in Section 14(b)(i) if (A) at the time of the occurrence of such event of withdrawal there is at least one remaining general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (B) within ninety (90) days after the occurrence of such event of withdrawal, all remaining partners agree in writing to

4

continue the business of the Partnership and to the appointment, effective as of the date of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

          15. Amendments. This Agreement may be amended or modified from time to time by the General Partner.

          16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

          17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

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          IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

GENERAL PARTNER: L-3 COMMUNICATIONS AIS GP CORPORATION
By:	/s/ Steven M. Post
	Name:	Steven M. Post
	Title:	Senior Vice President, Secretary
LIMITED PARTNER: L-3 COMMUNICATIONS INVESTMENTS INC.
By:	/s/ Steven M. Post
	Name:	Steven M. Post
	Title:	Senior Vice President, Secretary

SCHEDULE A

A.	GENERAL PARTNER
	Name & Address
	L-3 Communications AIS GP Corporation
	600 Third Avenue, 34th Floor
	New York, New York 10016
	Profit Sharing Interest
	1%
B.	LIMITED PARTNER
	Name & Address
	L-3 Communications Investments Inc.
	600 Third Avenue, 34th Floor
	New York, New York 10016
	Profit Sharing Interest
	99%

EX-3.29

RESTATED CERTIFICATE OF INCORPORATION

OF

VIVID TECHNOLOGIES, INC.

     It is hereby certified that:

     1. The present name of the Corporation (hereinafter called the “Corporation”) is Vivid Technologies, Inc. The name under which the Corporation was originally incorporated is Vivid Technologies, Inc. and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of Delaware is September 26, 1996.

     2. The Certificate of Incorporation of the Corporation is hereby amended by (i) increasing the number of shares or Common stock by 20,000,000 shares, (ii) decreasing the number of shares of authorized Preferred Stock to 1,000,000 shares, (iii) amending Articles Fourth and Eight, and (iii) adding Articles Tenth through Fourteenth.

     3. The provisions of the Restated Certificate of Incorporation of the Corporation as herein amended are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Restated Certificate of Incorporation of Vivid Technologies, Inc. without any further amendments other than the amendments herein certified and without any discrepancy between the provisions of the Certificate of Incorporation as amended and supplemented hereby; and the provisions of the said single instrument hereinafter set forth.

     4. The amendments to and the restatement of the Certificate of Incorporation herein certified have been duly adopted by the directors and stockholders in accordance with the provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware.

     5. The effective date of the Restated Certificate or Incorporation and of the amendments herein certified shall be its filing date.

     6. The Certificate of Incorporation of the Corporation, as amended and restated herein, shall upon the effective date of this Restated Certificate of Incorporation, read as follows:

          FIRST: The name of the corporation (hereinafter called the “Corporation”) is Vivid Technologies, Inc.

          SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State or Delaware is c/o The Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware 19805, New Castle County.

          THIRD: The nature of the business and the purposes to be conducted and promoted by the Corporation, shall be to (a) engage in the general business of designing, developing, manufacturing, marketing and selling products relating to inspection and security of baggage and other goods, and any other type of electrical, electronics or mechanical devices, and all products and services related thereto, and (b) conduct any lawful business, to promote any

2

lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is:

(1)	30,000,000 shares of Common Stock, $.01 par value per share (“Common Stock”);
(2)	1,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock.”)

          A statement of the designations and powers, preferences and rights, and the qualifications, limitations or restrictions of the closes of capital stock of the Corporation shall be as follows:

          Common Stock

          The holders of Common Stock shall have one vote per share upon all matters.

          Preferred Stock

          The Preferred Stock may be issued and designated by the Board of Directors, in one or more classes or series and with such rights, powers, preferences and terms and at such times and for such consideration as the Board of Directors shall determine, without further stockholder action. With respect to each class or series of Preferred Stock, prior to issuance, the Board of Directors by resolution shall designate that class or series to distinguish it from other classes and series of stock of the Corporation, shall specify the number of shares to be included in the class or series, and shall fix the rights, powers, preferences and terms of the shares of the class or series, including, but without limitation: (i) the dividend rate, which may be fixed or variable, its preference as to any other class or series of capital stock, and whether dividends will be cumulative or noncumulative; (ii) whether the shares are to be redeemable and, if so, at what times and prices (which price or prices may, but need not, vary according to the time or circumstances of such redemption) and on what other terms and conditions; (iii) the terms and amount of any sinking fund provided for the purchase of redemption of the shares; (iv) whether the shares shall be convertible or exchangeable and, if so, the times, prices, rules, adjustments and other terms of such conversion or exchange; (v) the voting rights, if any, applicable to the shares in addition to those prescribed by law; (vi) the restrictions and conditions, if any, on the issue or reissue of any additional shares of such class or series or of any other class or series of Preferred Stock ranking on a parity with or prior to the shares of such class or series; (vii) whether, and the extent to which, any of the rights, powers, preferences and terms of any such class or series may be made dependent upon facts ascertainable outside of the Certificate of Incorporation or outside the resolution or resolutions providing for the issuance of such class of series by the Board of Directors, provided that the manner in which such facts shall operate is clearly set forth in the resolution or resolutions providing for the issuance of such class or series, adopted by the Board of Directors; and (viii) the rights of the holders of such shares upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

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          FIFTH: The Corporation shall have perpetual existence.

          SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application or any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title K of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agrees to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

          SEVENTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

          (a) The business of the Corporation shall be conducted by the officers of the Corporation under the supervision of the Board of Directors.

          (b) The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in the Bylaws. No election of Directors need be by written ballot.

          (c) The Board of Directors of the Corporation may adopt, amend or repeal the Bylaws of the Corporation at any time after the original adoption of the Bylaws according to Section 109 of the General Corporation Law of the State of Delaware; provided, however, that any amendment to provide for the classification of directors of the Corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an amendment to this Restated Certificate of Incorporation, in an initial Bylaw, or in a Bylaw adopted by the stockholders of the Corporation entitled to vote.

          (d) Notwithstanding any ether provision of law, all action required to be taken by the stockholders of the Corporation shall be taken at a meeting duly called and held in accordance with the law, the Restated Certificate of Incorporation and the Bylaws, and not by written consent.

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          EIGHTH:

          (a) The Corporation may, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which a person indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

          (b) No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation or law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this paragraph (b) of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment.

          NINTH: From time to time, subject to the provisions of this Restated Certificate of Incorporation (including without limitation the provisions of paragraph (d) of Article Tenth, Article Eleventh and paragraph (f) of Article Fourteenth), any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Restated Certificate of Incorporation are granted subject to the provisions of this Article Ninth.

          TENTH:

          (a) Any direct or indirect purchase or other acquisition in one or more transactions by the Corporation or any Subsidiary of any of the outstanding Voting Stock of any class from any one or more individuals or entities known by the Corporation to be a Related Person, who has beneficially owned such security or right for less than two years prior to the date of such purchase, at a price in excess of the Fair Market Value shall, except as hereinafter provided, require the affirmative vote or the holders of at least two-thirds of the shares of Voting Stock, voting as a single class, excluding any votes cast with respect to shares of Voting Stock beneficially owned by such Related Person. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified by law or any agreement with any national securities exchange, or otherwise, but no such affirmative vote shall be required with respect to say purchase or other acquisition of securities made as part of (i) a tender or exchange offer by the Corporation to purchase securities

5

of the same class made on the same terms to all holders of such securities and complying with the applicable requirements of the Exchange Act and the rules and regulations thereunder, or any successor rule or regulation or (ii) pursuant to an open-market purchase program conducted in accordance with the requirements of Rule 10b-18 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act or any successor rule or regulation.

          (b) A majority of the Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article Tenth including, without limitation, (i) whether a person is a Related Person, (ii) the number of shares of Voting Stock beneficially owned by any person and (iii) whether a price is in excess of Fair Market Value.

          (c) Nothing contained in this Article Tenth shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.

          (d) Notwithstanding anything contained in this Certificate of Incorporation to the constant, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with this Article Tenth.

          ELEVENTH: Except as otherwise provided in this Restated Certificate of Incorporation, the Bylaws and any designation of terms pursuant to Section 151 of the General Corporation Law of the State of Delaware, any vote required by stockholders pursuant to said General Corporation Law, other than the election of directors (which shall not be affected by this provision), shall be effective if recommended by a majority of the Continuing Directors and the vote of a majority of each class of stock outstanding and entitled to vote thereon; and if not recommended by a majority of the Continuing Directors, then by the vote of two-thirds of each class of stock outstanding and entitled to vote thereon.

          TWELFTH: The Board or Directors of the Corporation, when evaluating any offer from another person to (a) purchase or exchange any securities or property for any outstanding equity securities of the Corporation, (b) merge or consolidate the Corporation with another corporation, or (c) purchase or acquire all or substantially all of the properties and assets of the Corporation, shall in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its stockholders, give due consideration not only to the price or other consideration being offered, but also to all other relevant factors, including but without limitation, the interests of the Corporation’s employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations and the long-term and short-term interests of the Corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the Corporation.

          THIRTEENTH: Nominations for the election of directors at an annual meeting or the stockholders, or special meeting in lieu of the annual meeting, may be made by the Board a Directors or a committee appointed by the board of directors or by any stockholder entitled to vote in the election of directors at the meeting. Stockholders entitled to vote in such election may nominate one or more persons for election as directors only if written notice of such

6

stockholder’s intent to make such nomination or nominations has been given either by personal delivery, overnight (receipted) courier or by United States mail, postage prepaid, to the secretary of the Corporation not later than hundred and twenty days prior to the anniversary date of the immediately preceding annual meeting or special meeting in lieu thereof. Such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the persons or person to be nominated; (b) a representation that the stockholder is a holder of record of stock or the Corporation entitled to vote it such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (e) the consent of each nominee to serve as a director of the Corporation if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

          FOURTEENTH:

          (a) Subject to the rights of the holders of any class or series of stock having a preference over the Corporation’s voting stock as to dividends or upon liquidation to elect additional directors under specific circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). Following the filing of this Restated Certificate of Incorporation, the directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1997 annual meeting of stockholders, the term of office of the second class to expire at the 1998 annual mooting of stockholders and the term of office of the third class to expire at the 1999 annual meeting of stockholders, with the initial members of each class to be determined by the Board of Directors. At each annual meeting of stockholders following such initial classification and election, the successors of those directors whose terms expire at that meeting shall be elected by a plurality vote or all votes cast at such meeting for a term of office to expire at the third succeeding annual meeting of stockholders after their election, unless by reason of any intervening changes in the authorized number of directors, the Board of Directors shall designate one or more of the then expired directorships as directorships of another class in order more nearly to achieve equality of number of directors among the classes.

          (b) the number of the Board of Directors may be changed by a vote of a majority of the directors then in office or by the stockholders by vote of 80% of the shares of Voting Stock outstanding, voting as a single class.

          (c) Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as possible, in the event of any change in the authorized number of directors, each director then continuing to serve as such, shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death,

7

resignation or removal. If any newly created directorship may, consistent with the rule that the three classes shall be as nearly equal in number of directors as possible, be allocated to one of two or more classes, the Board of Directors shall allocate it to that of the available classes whose term of office is due to expire at the earliest date following such allocation.

          (d) Except as otherwise provided for or fixed by or pursuant to the provisions of this Restated Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Voting Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified. No decrease in the number of directors shall shorten the term of an incumbent director.

          (e) Subject to the rights of the holders of any class of series of stock having a preference over the Voting Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, any director may be removed from office with or without cause only by the affirmative vote of the holders of at least 80% of the combined voting power of the outstanding shares of Voting Stock, voting together as a single class.

          (f) Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, change, amend, repeal, or adopt any provision consistent with, this Article Fourteenth.

          FIFTEENTH:

          Definitions

          The following definitions shall apply for the purposes of this Article and of Articles Tenth, Eleventh and Fourteenth only:

          (a) “Affiliate” shall have the meaning given such term in Rule 12b-2 under the Exchange Act.

          (b) “Associate” shall have the meaning given such term in Rule 12b-2 under the Exchange Act.

          (c) “Continuing Director” shall mean any member of the Board of Directors who is not an Affiliate of any Related Person or who was a member of the Board of Directors prior to the time that any such Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with any Related Person and is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors. Notwithstanding the above, a majority of the then existing Continuing Directors can deem at new

8

director to be a Continuing Director, even though such person is Affiliated with a Related Person.

          (d) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, from time to time.

          (e) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc, Automated Quotations System or any system then in use or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

          (f) “Massachusetts Predecessor” shall mean Vivid Technologies, Inc., a Massachusetts Corporation.

          (g) “Merger” shall mean the merger of the Massachusetts Predecessor with and into the Corporation.

          (h) “Merger Date” shall mean the date upon which the Merger is consummated.

          (i) “Person” shall mean any individual, firm, Corporation or other entity.

          (j) “Related Person” shall mean any Person (other than the Corporation, any Subsidiary or any individual who holds is the record holder of more than 10,000 shares of Common Stock of the Corporation immediately following the Merged which, together with its Affiliates and Associates and with any other Person (other than the Corporation, any Subsidiary or any individual who is a stockholder of the Corporation on the Merger Date) with which it or they have entered into, alter the Merger Date, any agreement, arrangement or understanding with respect to acquiring, holding or disposing of Voting Stock, acquires beneficial ownership (as defined in Rule 13d-3 of the Exchange Act, except that such term shall include any Voting Stock which such person has the right to acquire, whether or not such right may be exercised within 60 days), directly or indirectly of more than 5% of the voting power of the outstanding Voting Stock after the Merger Date.

          (k) “Subsidiary” shall mean any Corporation in which a majority of the capital stock entitled to vote generally in the election of directors is owned, directly or indirectly, by the Corporation.

          (l) “Voting Stock” shall mean all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors.

     Signed and attested to this 16^th of December, 1996.

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/s/ S. David Ellenbogen  

S. David Ellenbogen, President 

Attest

/s/ Lawrence M. Levy

Lawrence M. Levy, Secretary

CERTIFICATE OF AMENDMENT

OF
CERTIFICATE OF INCORPORATION

VIVID TECHNOLOGIES, INC.

Vivid Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of Vivid Technologies, Inc. be amended by changing the First Article to read as follows:

     The name of the corporation is PerkinElmer Detection Systems, Inc.

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on July 1, 2000.

IN WITNESS WHEREOF, said Vivid Technologies, Inc. has caused this certificate to be signed by Philip Ayers, its Secretary, this 9th day of June, 2000.

/s/ Philip Ayers

CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
PERKINELMER DETECTION SYSTEMS, INC.

(Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware)

Christopher C. Cambria hereby certifies that:

     1. He is the Vice President and Secretary of PerkinElmer Detection Systems, Inc., a Delaware corporation (the “Corporation”).

     2. The First Article of the Certificate of Incorporation of the Corporation is hereby amended to read in full as follows:

     “FIRST: The name of the corporation (hereinafter called the “Corporation”) is L-3 Communications Security and Detection Systems Corporation Delaware.”

     3. The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly approved by the Board of Directors of the Corporation.

     4. The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly approved by the required vote of shareholders entitled to vote on such matter, pursuant to and in accordance with Sections 242 and 228 of the General Corporation Law of the State of Delaware. The total number of shares entitled to vote on the foregoing matter is 1,000 shares of Common Stock. The number of outstanding shares voting in favor of the foregoing amendment was 1,000 (100%), which equaled or exceeded the vote required. The percentage vote required to approve the foregoing amendment of the Certificate of Incorporation of the Corporation was a majority of the outstanding shares of Common Stock.

     I further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this Certificate of Amendment are true and correct of my own knowledge.

Dated: July 12, 2002

/s/ Christopher Cambria  

Christopher C. Cambria, Vice President and Secretary 

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:26 PM 06/28/2004
FILED 05:42 PM 06/28/2004
SRV 040476740 — 2663695 FILE

CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS
CORPORATION DELAWARE

(Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware)

Christopher C. Cambria hereby certifies that:

     1. He is the Vice President and Secretary of L-3 Communications Security and Detection Systems Corporation Delaware, a Delaware corporation (the “Corporation”).

     2. Article I of the Certificate of Incorporation of the Corporation is hereby amended to read in full as follows:

“1. The name of the corporation (hereinafter called the “Corporation”) is L-3 Communications Security and Detection Systems, Inc.”

     3. The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly approved by the Board of Directors of the Corporation.

     4. The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly approved by the required vote of shareholders entitled to vote on such matter, pursuant to and in accordance with Sections 242 and 228 of the General Corporation Law of the State of Delaware. The total number of shares entitled to vote on the foregoing matter is 1,000 shares of Common Stock. The number of outstanding shares voting in favor of the foregoing amendment was 1,000 (100%), which equaled or exceeded the vote required. The percentage vote required to approve the foregoing amendment of the Certificate of Incorporation of the Corporation was a majority of the outstanding shares of Common Stock.

     I further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this Certificate of Amendment are true and correct of my own knowledge.

Dated: June 28, 2004

/s/ Christopher C. Cambria

Christopher C. Cambria, Vice President and Secretary

EX-3.33

CERTIFICATE OF INCORPORATION

OF

JET ELECTRONICS AND TECHNOLOGY, INCORPORATED

CERTIFICATE OF INCORPORATION

OF

JET ELECTRONICS AND TECHNOLOGY, INCORPORATED

* * * * *

     FIRST: The name of the corporation is

     JET ELECTRONICS AND TECHNOLOGY, INCORPORATED.

     SECOND: The address of its registered office in the state of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of Common Stock which the corporation shall have authority to five hundred thousand (500,000) and the par value of each of such share is One Dollar ($1.00) amounting in the aggregate to Five Hundred Thousand Dollars ($500,000.00).

     At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

     FIFTH: The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
B. J. Consono	100 West Tenth Street Wilmington, Delaware
F. J. Obara, Jr.	100 West Tenth Street Wilmington, Delaware
J. L. Rivera	100 West Tenth Street Wilmington, Delaware

     SIXTH: The corporation is to have perpetual existence.

     SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

     To set apart out of any of the funds of the corporation available for dividend: a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors at alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may

2

require it; provided, however, the by-laws may provide that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

     When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called upon such notice as is required by statute, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

     EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way or this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed far this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class or creditors, and/or of the stockholders or class of stockholders of this

3

corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

     TENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this first day of May, 1968.

/s/ B. J. Consono  

/s/ F. J. Obara, Jr.  

/s/ J. L. Rivera  

5

STATE OF DELAWARE	)
	)	ss:
COUNTY OF NEW CASTLE

     BE IT REMEMBERED that on this 1st day of May 1966, personally came before me, a Notary Public for the State of Delaware, B. J. Consono, F. J. Obara, Jr. and J. L. Rivera, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.

/s/  

Notary Public 

6

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

JET ELECTRONICS AND TECHNOLOGY, INCORPORATED

     Jet Electronics and Technology, Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Jet Electronics and Technology, Incorporated be amended by changing the FIRST Article thereof, effective June 1, 1996, so that, as amended, said Article shall be and read as follows:

          FIRST. The name of the corporation is BFGoodrich Avionics Systems, Inc.

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: The effective date of the aforesaid amendment shall be June 1, 1996.

     IN WITNESS WHEREOF. said Jet Electronics and Technology, Incorporated has caused this certificate to be signed by George K. Sherwood, its Vice President and attested by Nicholas J. Calise, its Secretary this 29th day of May, 1996.

/s/ George K. Sherwood  

George K. Sherwood, Vice President 

ATTEST:

By	/s/ Nicholas J. Calise
	Nicholas J. Calise, Secretary

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

BFGOODRICH AVIONICS SYSTEMS, INC.

     BFGoodrich Avionics Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation by the unanimous written consent of its members, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of BFGoodrich Avionics Systems, Inc. be amended by changing the FIRST Article thereof, effective June 1, 2001, so that, as amended, said Article shall be and read as follows:

FIRST: The name of the corporation is Goodrich Avionics Systems, Inc.

     SECOND: That in lieu of a meeting and vote of shareholders, the shareholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware:

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware:

     FOURTH: The effective date of the aforesaid amendment shall be June 1, 2001.

     IN WITNESS WHEREOF, said BFGoodrich Avionics Systems, Inc. has caused this certificate to be signed by Edward S. Kalvenas, its President, and attested by Kenneth L. Wagner, its Secretary, this 15^th day of May, 2001.

/s/ Kenneth L. Wagner  

Kenneth L. Wagner, Secretary 

ATTEST:

/s/ Alexander C. Schoch  

Alexander C. Schoch, Assistant Secretary 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

     Goodrich Avionics Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation;

     RESOLVED, that the Certificate of Incorporation of Goodrich Avionics Systems, Inc. be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows:

     FIRST: The name of the Corporation is L-3 Avionics Systems, Inc.

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by Charles J. Schafer, its President, Products Cronp this 16^th day of May 2003.

Goodrich Avionics Systems, Inc.
By:	/s/ Charles J. Schafer
	Name:	Charles J. Schafer
	Title:	President

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:21 PM 07/22/2003
FILED 12:17 PM 07/22/2003
SRV 030478167 — 0677210 FILE

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION
of
L-3 AVIONICS SYSTEMS, INC.

     (Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware)

Christopher C. Cambria hereby certifies that:

     1. He is the Vice President and Secretary of L-3 Avionics Systems, Inc., A Delaware corporation (the “Corporation”).

     2. The First Article of the Certificate of Incorporation of the Corporation is hereby amended to read in full as follows:

     “FIRST: The name of the corporation (hereinafter called the “Corporation”) is L-3 Communications Avionics Systems, Inc.”

     3. The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly approved by the Board of Directors of the Corporation.

     4. The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly approved by the required vote of shareholders entitled to vote or such matter, pursuant to and in accordance with Sections 242 and 228 of the General Corporation Law of the State of Delaware. The total number of shares entitled to vote on the foregoing matter is 1,000 shares of Common Stock. The number of outstanding shares voting in favor of the foregoing amendment was 1,000 (100%), which equaled or exceeded the vote required. The percentage vote required to approve the foregoing amendment of the Certificate of Incorporation of the Corporation was a majority of the outstanding shares of Common Stock.

     I further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this Certificate of Amendment are true and correct of my own knowledge.

Dated: July 21, 2003

/s/ Christopher C. Cambria  

Christopher C. Cambria, Vice President and  

Secretary 

EX-3.34

Exhibit 3.34

GOODRICH-AVIONICS SYSTEMS, INC.

* * * * * *

BY - LAWS

* * * * * *

ARTICLE I
OFFICES

     Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of the shareholders shall be held at such place within or without the State of Delaware as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting.

     Section 2. The annual meeting of shareholders shall be held at such time and place and on such date as is set by the Board of Directors or at such time and place as 100% of the shareholders may attend. Unless otherwise set by the Board of Directors, the Annual Meeting of Shareholders shall be held on the first Monday in September of each year at 10:00 a.m., or if such day is a legal holiday, the annual meeting shall be held on the next business day thereafter, for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting. If such annual meeting is not held on the designated date, the directors shall cause the meeting to be held as soon after such date as is convenient.

     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city here the meeting is to be held, which place shall be specified in the notice of the meeting; or, if not so specified, at the place where the meeting is to be held. The

2

list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

     Section 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman of the board or the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting.

     Section 7. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

     Section 8. The holders of record of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

     Section 10. Unless otherwise provided in the certificate of incorporation each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be

3

taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE III
DIRECTORS

     Section 1. The number of directors, which shall constitute the whole board, shall be not less than three nor more than fifteen. The first board shall consist of the number of directors elected at the initial meeting of the shareholders. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the shareholders at the annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be shareholders.

     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

     Section 5. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

     Section 6. Special meetings of the Board may be called by the president or chairman of the Board on one day’s notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists on only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

     Section 7. At all meetings of the Board, one-third of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors,

4

except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 8. Unless otherwise restricted by the certificate of incorporation or these By-Laws, any action required or permitted to be take at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

     Section 9. Unless otherwise restricted by the certificate of incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

     Section 10. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a forum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

     Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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COMPENSATION OF DIRECTORS

     Section 12. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director: No such payment shall preclude any director from-serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

     Section 13. Unless otherwise restricted by the certificate of incorporation or by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV
NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice may also be given orally by telephone or in person, or by written communication by telegraph, telex, telecopy, courier, delivery, facsimile transmission, electronic mail or other transmission, or other written notification and such notice shall be deemed to be given at the time when the same shall be communicated or transmitted to the director or shareholder, or delivered to the company which will make such delivery or transmission.

     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose a chairman of the board, a chief executive officer, a chief operating officer, a chief financial officer, a controller, one or more vice chairmen of the board, executive vice presidents, senior vice presidents, vice presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

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     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall determine the officers of the corporation.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE CHIEF EXECUTIVE OFFICER

     Section 6. The chief executive officer of the corporation shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation, subject to the board of directors, and shall see that all orders and resolutions of the board of directors are carried into effect. He or she may appoint and discharge employees and agents and perform such other duties as are incident to his or her office or delegated to him or her by the board of directors or which are or may at any time be authorized or required by law.

THE CHIEF OPERATING OFFICER

     Section 7. The chief operating officer, if he or she is not also the chief executive officer, shall act as the chief executive officer in the absence or disability of the chief executive officer, and shall have such other duties as are prescribed by the board of directors or the chief executive officer.

THE PRESIDENT

     Section 8. The president, if he or she is not also the chief executive officer or chief operating officer, shall act as the chief executive officer in the absence or disability of the chief executive officer and chief operating officer, and shall have such other duties as are prescribed by the board of directors or the chief executive officer.

THE VICE PRESIDENTS

     Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice president if there be one (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors or the chief executive officer may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY

     Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or chief executive officer, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. Any other officer also shall have authority to affix the seal of the corporation and to attest the affixing by his signature.

     Section 11. The assistant secretary, if there be one, or if there be more than one, the assistant secretaries in the order determined by the board of directors (of if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors or the chief executive officer, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 14. The assistant treasurer if there be one, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election, shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATE OF STOCK

     Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer,

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or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

     If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

     Section 5. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to

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express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provide, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

     Section 6. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII
AMENDMENTS

     Section 1. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the shareholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the shareholders or of the board of directors or at any special meeting of the shareholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meetings if the power to adopt; amend or repeal by laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the shareholders to adopt, amend or repeal by-laws.

EX-3.42

Exhibit 3.42

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

VERTEX AEROSPACE LLC

     This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Vertex Aerospace LLC (f/k/a Raytheon Aerospace LLC) (the “Company”) is entered into and shall be effective as of immediately following the closing of the Acquisition (as defined below) on December 1, 2003, by L-3 Communications Integrated Systems L.P., a Delaware limited liability company, as sole member (the “Member”).

RECITALS

     A. A Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on June 26, 2001 (the “Formation Date”).

     B. Raytheon Aircraft Holdings, Inc. and RAAH I, LLC (the “Former Sole Member”) entered into that certain Limited Liability Company Agreement of the Company dated as of the Formation Date.

     C. The Limited Liability Company Agreement of the Company dated as of the Formation Date, was amended by (i) Amendment No. 1 thereto dated as of June 20, 2003, entered into by the Former Sole Member, (ii) Amendment No. 2 thereto dated as of October 16, 2003, entered into by the Former Sole Member, and (iii) Amendment No. 3 thereto dated as of December 1, 2003, entered into by the Former Sole Member (collectively, the “Original Agreement”).

     D. The Member acquired all the outstanding limited liability company membership interests of the Company from the Former Sole Member on December 1, 2003 (the “Acquisition”), and became the sole member and manager of the Company on December 1, 2003.

     E. The Member now desires to amend and restate the Original Agreement in its entirety.

     Accordingly, the Member hereby amends and restates the Original Agreement in its entirety, effective as of immediately following the closing of the Acquisition, as follows:

     1. Continuation; Amendment and Restatement. The Member hereby continues the Company pursuant to the terms and conditions of this Agreement. This Agreement amends and restates the Original Agreement in its entirety, effective as of immediately following the closing of the Acquisition.

     2. Name. The name of the limited liability company is Vertex Aerospace LLC.

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     3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) (including acquiring, managing and disposing of real and personal property), and engaging in any and all activities necessary or incidental to the foregoing.

     4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     6. Member. The name and the business, residence or mailing address of the Member is as follows:

L-3 Communications Integrated Systems L.P
10001 Jack Finney Blvd.
Greenville, TX 75402

     7. Powers.

     (a) The business and affairs of the Company shall be managed by the Member. The Member shall be a “manager” within the meaning of the Act and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware and all powers and authorities, statutory or otherwise, that were possessed by the Former Sole Member (including its Board of Managers) prior to the Acquisition. In connection with the foregoing, the Member hereby is authorized and empowered to act through its officers and employees, the officers and employees of the Company and other persons designated by the Member in carrying out any of and all its powers and authorities under this Agreement, and to delegate any of and all the powers and authorities that the Member possesses under this Agreement to any of its officers and employees, to any officers and employees of the Company and to any other person designated by the Member.

     (b) The Member may, from time to time, designate a President, a Treasurer and a Secretary of the Company. The Member also may designate one or more Vice Presidents and one or more other officers. Each such officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. The Member may remove any officer, in each case with or without cause at any time, but such removal shall be without prejudice to the contractual rights, if any, of such officer with the Company. Any individual may hold more than one office. Any officer also may serve as officer, employee or agent of a Member or any of its affiliates.

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     (c) Subject to Sections 7(a) and 7(b), the duties of the following officers (if designated) will be as follows:

          (i) President. The President shall manage the day-to-day operations of and business of the Company, subject to control, supervision and oversight of the Member.

          (ii) Vice President. The Vice President or if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Member, shall have all the powers and perform all the duties of the President during the absence or inability to act of the President. Each Vice President also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President. A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

          (iii) Secretary. The Secretary shall record the proceedings of the meetings of the Member in a book to be kept for that purpose, and shall give notice as required by law or this Agreement of all such meetings. The Secretary shall have custody of the seal of the Company, if any, and of all books, records and papers of the Company, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Member. The Secretary also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

          (iv) Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Company in books belonging to the Company, shall deposit all moneys and other valuable effects of the Company in the name and to the credit of the Company in such depositories as may be designated by the President or the Member. The Treasurer also shall have other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

     (d) The Member hereby is designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendment of the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     (e) The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner in a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

     8. Term. The term of the Company shall continue until the Company is dissolved in accordance with the Act.

     9. Capital Contributions. The Member shall be deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Company as of

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effective time of the Acquisition less the fair market value of the liabilities of the Company as of effective time of the Acquisition.

     10. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

     11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     12. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

     13. Assignments. The Member may assign in whole or in part its limited liability company membership interests in the Company.

     14. Liability. To the fullest extent permitted by law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Except as otherwise expressly required by law or pursuant to this Agreement, the Member shall have no liability in excess of (a) the amount of its capital contributions, and (b) its share of any assets and undistributed profits of the Company. As used in this Agreement, “Covered Person” means the Member, any affiliate of the Company, and any of the officers, directors, stockholders, partners, members, managers, trustees, employees, representatives or agents of the Member, the Company or an affiliate of the Company

     15. Exculpation. Subject to any contrary agreements that may exist from time to time, (a) to the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct, and (b) Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

     16. Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person for any loss, liability, damage, claim or expense (including reasonable attorneys’ fees, whether in an action involving a third party or between the Company and such Covered Person) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on

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behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, liability, damage, claim or expense incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any obligation under this Section 16 shall be provided out of and to the extent of the Company’s assets only, and no Covered Person shall have any personal liability for any indemnification obligation.

     17. Expenses. To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees) incurred by a person who may be entitled to indemnification under this Agreement in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the person(s) who may be obligated to indemnify under this Agreement prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified pursuant to Section 16.

     18. Notice of Proceedings. Promptly after receipt by a Covered Person of notice of the commencement of any proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such proceeding; provided, however, that the failure of a Covered Person to give notice as provided herein shall not relieve the Company of its obligations under Sections 16 and 17, except to the extent that the Company’s ability to defend the proceeding is prejudiced by such failure. If any such proceeding is brought against a Covered Person (other than a proceeding by or in the right of the Company), the Company shall be entitled, upon notice to the Covered Person, to assume the defense of such proceeding with counsel selected by the Company; provided, however, that the Covered Person shall be entitled to participate in such proceeding and to retain its own counsel at its own expense. Once the Company gives notice to the Covered Person that it will assume the defense of such proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the proceeding and claims asserted therein.

     19. Insurance. The Company may purchase and maintain insurance, to the extent, in such amounts and on behalf of such persons as the Member shall deem reasonable; this insurance may cover any liability that may be asserted against (or expenses that may be incurred by) any such persons in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such persons under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons that differ from the provisions of Sections 14 through 18. The Company also may adopt written procedures pursuant to which arrangements are made for the funding of obligations arising under Sections 16 and 17 and containing such other procedures regarding indemnification as the Company reasonably deems appropriate.

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     20. Limited Liability Company Membership Interests. The limited liability company membership interests in the Company formerly held by the Former Sole Member were represented by a certificate (the “Ownership Certificate”). In connection with the Acquisition, the Former Sole Member assigned and transferred the Ownership Certificate to the Member. Promptly following the closing of the Acquisition, the Member shall surrender the Ownership Certificate to the Company for cancellation. Effective upon such cancellation, the limited liability company membership interests in the Company shall cease to be represented by certificates and shall be held by the Member as uncertificated limited liability company membership interests in the Company.

     21. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

     22. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

     23. Governing Law. The laws of the State of Delaware (without reference to its choice of laws principles) shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Member.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the time and date first above written.

L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as sole member
By:	L-3 COMMUNICATIONS AIS GP CORPORATION, its sole general partner
	By:	/s/ Christopher C. Cambria
		Christopher C. Cambria
		Vice President and Secretary

EX-3.44

Exhibit 3.44

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

FLIGHT INTERNATIONAL AVIATION LLC

     This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Flight International Aviation LLC (the “Company”) is entered into and shall be effective as of immediately following the closing of the Acquisition (as defined below) on December 1, 2003, by Vertex Aerospace LLC, a Delaware limited liability company, as sole member (the “Member”).

RECITALS

     A. A Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on November 18, 2002 (the “Formation Date”).

     B. The Member entered into that certain Limited Liability Company Agreement of the Company dated as of the Formation Date (the “Original Agreement”).

     C. L-3 Communications Integrated Systems L.P., a Delaware corporation, acquired all the outstanding limited liability company membership interests of the Member from RAAH I, LLC, a Delaware limited liability company, on December 1, 2003 (the “Acquisition”), and became the sole member and manager of the Member on December 1, 2003.

     D. The Member now desires to amend and restate the Original Agreement in its entirety.

     Accordingly, the Member hereby amends and restates the Original Agreement in its entirety, effective as of immediately following the closing of the Acquisition, as follows:

     1. Continuation; Amendment and Restatement. The Member hereby continues the Company pursuant to the terms and conditions of this Agreement. This Agreement amends and restates the Original Agreement in its entirety, effective as of immediately following the closing of the Acquisition.

     2. Name. The name of the limited liability company is Flight International Aviation LLC.

     3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Ad”) (including acquiring, managing and disposing of real and personal property), and engaging in any and all activities necessary or incidental to the foregoing.

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     4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801

     6. Member. The name and the business, residence or mailing address of the Member is as follows:

Vertex Aerospace LLC
555 Industrial Drive South
Madison, MS 39110-9073

     7. Powers.

     (a) The business and affairs of the Company shall be managed by the Member. The Member shall be a “manager” within the meaning of the Act and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware and all powers and authorities, statutory or otherwise, that were possessed by the Member prior to the Acquisition. In connection with the foregoing, the Member hereby is authorized and empowered to act through its officers and employees, the officers and employees of the Company and other persons designated by the Member in carrying out any of and all its powers and authorities under this Agreement, and to delegate any of and all the powers and authorities that the Member possesses under this Agreement to any of its officers and employees, to any officers and employees of the Company and to any other person designated by the Member.

     (b) The Member may, from time to time, designate a President, a Treasurer and a Secretary of the Company. The Member also may designate one or more Vice Presidents and one or more other officers. Each such officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. The Member may remove any officer, in each case with or without cause at any time, but such removal shall be without prejudice to the contractual rights, if any, of such officer with the Company. Any individual may hold more than one office. Any officer also may serve as officer, employee or agent of a Member or any of its affiliates.

     (c) Subject to Section 7(a) and 7(b), the duties of the following officers (if designated) will be as follows:

          (i) President. The President shall manage the day-to-day operations of and business of the Company, subject to control, supervision and oversight of the Member.

          (ii) Vice President. The Vice President or if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Member, shall have all the powers and perform all the duties of the President during the absence

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or inability to act of the President. Each Vice President also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President. A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

          (iii) Secretary. The Secretary shall record the proceedings of the meetings of the Member in a book to be kept for that purpose, and shall give notice as required by law or this Agreement of all such meetings. The Secretary shall have custody of the seal of the Company, if any, and of all books, records and papers of the Company, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Member. The Secretary also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

          (iv) Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Company in books belonging to the Company, shall deposit all moneys and other valuable effects of the Company in the name and to the credit of the Company in such depositories as may be designated by the President or the Member. The Treasurer also shall have other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

     (d) The Member hereby is designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendment of the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     (e) The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner in a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

     8. Term. The term of the Company shall continue until the Company is dissolved in accordance with the Act.

     9. Capital Contributions. The Member shall be deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Company as of effective time of the Acquisition less the fair market value of the liabilities of the Company as of effective time of the Acquisition.

     10. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

     11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member

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     12. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member,

     13. Assignments. The Member may assign in whole or in part its limited liability company membership interests in the Company.

     14. Liability. To the fullest extent permitted by law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Except as otherwise expressly required by law or pursuant to this Agreement, the Member shall have no liability in excess of (a) the amount of its capital contributions, and (b) its share of any assets and undistributed profits of the Company. As used in this Agreement, “Covered Person” means the Member, any affiliate of the Company, and any of the officers, directors, stockholders, partners, members, managers, trustees, employees, representatives or agents of the Member, the Company or an affiliate of the Company.

     15. Exculpation. Subject to any contrary agreements that may exist from time to time, (a) to the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct, and (b) Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

     16. Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person for any loss, liability, damage, claim or expense (including reasonable attorneys’ fees, whether in an action involving a third party or between the Company and such Covered Person) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, liability, damage, claim or expense incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any obligation under this Section 16 shall be provided out of and to the extent of the Company’s assets only, and no Covered Person shall have any personal liability for any indemnification obligation.

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     17. Expenses. To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees) incurred by a person who may be entitled to indemnification under this Agreement in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the person(s) who may be obligated to indemnify under this Agreement prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified pursuant to Section 16.

     18. Notice of Proceedings. Promptly after receipt by a Covered Person of notice of the commencement of any proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such proceeding; provided, however, that the failure of a Covered Person to give notice as provided herein shall not relieve the Company of its obligations under Sections 16 and 17, except to the extent that the Company’s ability to defend the proceeding is prejudiced by such failure. If any such proceeding is brought against a Covered Person (other than a proceeding by or in the right of the Company), the Company shall be entitled, upon notice to the Covered Person, to assume the defense of such proceeding with counsel selected by the Company; provided, however, that the Covered Person shall be entitled to participate in such proceeding and to retain its own counsel at its own expense. Once the Company gives notice to the Covered Person that it will assume the defense of such proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the proceeding and claims asserted therein.

     19. Insurance. The Company may purchase and maintain insurance, to the extent, in such amounts and on behalf of such persons as the Member shall deem reasonable; this insurance may cover any liability that may be asserted against (or expenses that may be incurred by) any such persons in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such persons under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons that differ from the provisions of Sections 14 through 18. The Company also may adopt written procedures pursuant to which arrangements are made for the funding of obligations arising under Sections 16 and 17 and containing such other procedures regarding indemnification as the Company reasonably deems appropriate.

     20. Limited Liability Company Membership Interests. The limited liability company membership interests in the Company held by the Member are represented by a certificate (the “Ownership Certificate”). Promptly following the closing of the Acquisition, the Member shall surrender the Ownership Certificate to the Company for cancellation. Effective upon such cancellation, the limited liability company membership interests in the Company shall cease to be represented by certificates and shall be held by the Member as uncertificated limited liability company membership interests in the Company

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     21. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

     22. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

     23. Governing Law. The laws of the State of Delaware (without reference to its choice of laws principles) shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Member.

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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the time and date first above written.

VERTEX AEROSPACE LLC,
as sole member
By:	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., its sole member
	By:	L-3 COMMUNICATIONS AIS GP CORPORATION, its sole general partner
	By:	/s/ Christopher C. Cambria
		Christopher C. Cambria
		Vice President and Secretary

EX-3.46

Exhibit 3.46

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

FLIGHT CAPITAL LLC

     This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Flight Capital LLC (the “Company”) is entered into and shall be effective as of immediately following the closing of the Acquisition (as defined below) on December 1, 2003, by Vertex Aerospace LLC, a Delaware limited liability company, as sole member (the “Member”).

RECITALS

     A. A Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on November 18, 2002 (the “Formation Date”).

     B. The Member entered into that certain Limited Liability Company Agreement of the Company dated as of the Formation Date (the “Original Agreement”).

     C. L-3 Communications Integrated Systems L.P., a Delaware limited liability company, acquired all the outstanding limited liability company membership interests of the Member from RAAH I, LLC, a Delaware limited liability company, on December 1, 2003 (the “Acquisition”), and became the sole member and manager of the Member on December 1, 2003.

     D. The Member now desires to amend and restate the Original Agreement in its entirety.

     Accordingly, the Member hereby amends and restates the Original Agreement in its entirety, effective as of immediately following the closing of the Acquisition, as follows:

     1. Continuation; Amendment and Restatement. The Member hereby continues the Company pursuant to the terms and conditions of this Agreement. This Agreement amends and restates the Original Agreement in its entirety, effective as of immediately following the closing of the Acquisition.

     2. Name. The name of the limited liability company is Flight Capital LLC.

     3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) (including acquiring, managing and disposing of real and personal property), and engaging in any and all activities necessary or incidental to the foregoing.

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     4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     6. Member. The name and the business, residence or mailing address of the Member is as follows:

Vertex Aerospace LLC
555 Industrial Drive
South Madison, MS 39110-9073

     7. Powers.

     (a) The business and affairs of the Company shall be managed by the Member. The Member shall be a “manager” within the meaning of the Act and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware and all powers and authorities, statutory or otherwise, that were possessed by the Member prior to the Acquisition. In connection with the foregoing, the Member hereby is authorized and empowered to act through its officers and employees, the officers and employees of the Company and other persons designated by the Member in carrying out any of and all its powers and authorities under this Agreement, and to delegate any of and all the powers and authorities that the Member possesses under this Agreement to any of its officers and employees, to any officers and employees of the Company and to any other person designated by the Member.

     (b) The Member may, from time to time, designate a President, a Treasurer and a Secretary of the Company. The Member also may designate one or more Vice Presidents and one or more other officers. Each such officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. The Member may remove any officer, in each case with or without cause at any time, but such removal shall be without prejudice to the contractual rights, if any, of such officer with the Company. Any individual may hold more than one office. Any officer also may serve as officer, employee or agent of a Member or any of its affiliates.

     (c) Subject to Section 7(a) and 7(b), the duties of the following officers (if designated) will be as follows:

          (i) President. The President shall manage the day-to-day operations of and business of the Company, subject to control, supervision and oversight of the Member.

          (ii) Vice President. The Vice President or if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Member, shall have all the powers and perform all the duties of the President during the absence

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or inability to act of the President. Each Vice President also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President. A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

          (iii) Secretary. The Secretary shall record the proceedings of the meetings of the Member in a book to be kept for that purpose, and shall give notice as required by law or this Agreement of all such meetings. The Secretary shall have custody of the seal of the Company, if any, and of all books, records and papers of the Company, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Member. The Secretary also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

          (iv) Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Company in books belonging to the Company, shall deposit all moneys and other valuable effects of the Company in the name and to the credit of the Company in such depositories as may be designated by the President or the Member. The Treasurer also shall have other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

     (d) The Member hereby is designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendment of the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     (e) The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner in a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

     8. Term. The term of the Company shall continue until the Company is dissolved in accordance with the Act.

     9. Capital Contributions. The Member shall be deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Company as of effective time of the Acquisition less the fair market value of the liabilities of the Company as of effective time of the Acquisition.

     10. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

     11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

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     12. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

     13. Assignments. The Member may assign in whole or in part its limited liability company membership interests in the Company.

     14. Liability. To the fullest extent permitted by law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Except as otherwise expressly required by law or pursuant to this Agreement, the Member shall have no liability in excess of (a) the amount of its capital contributions, and (b) its share of any assets and undistributed profits of the Company. As used in this Agreement, “Covered Person” means the Member, any affiliate of the Company, and any of the officers, directors, stockholders, partners, members, managers, trustees, employees, representatives or agents of the Member, the Company or an affiliate of the Company

     15. Exculpation. Subject to any contrary agreements that may exist from time to time, (a) to the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct, and (b) Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

     16. Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person for any loss, liability, damage, claim or expense (including reasonable attorneys’ fees, whether in an action involving a third party or between the Company and such Covered Person) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, liability, damage, claim or expense incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any obligation under this Section 16 shall be provided out of and to the extent of the Company’s assets only, and no Covered Person shall have any personal liability for any indemnification obligation.

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     17. Expenses. To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees) incurred by a person who may be entitled to indemnification under this Agreement in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the person(s) who may be obligated to indemnify under this Agreement prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified pursuant to Section 16.

     18. Notice of Proceedings. Promptly after receipt by a Covered Person of notice of the commencement of any proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such proceeding; provided, however, that the failure of a Covered Person to give notice as provided herein shall not relieve the Company of its obligations under Sections 16 and 17, except to the extent that the Company’s ability to defend the proceeding is prejudiced by such failure. If any such proceeding is brought against a Covered Person (other than a proceeding by or in the right of the Company), the Company shall be entitled, upon notice to the Covered Person, to assume the defense of such proceeding with counsel selected by the Company; provided, however, that the Covered Person shall be entitled to participate in such proceeding and to retain its own counsel at its own expense. Once the Company gives notice to the Covered Person that it will assume the defense of such proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the proceeding and claims asserted therein.

     19. Insurance. The Company may purchase and maintain insurance, to the extent, in such amounts and on behalf of such persons as the Member shall deem reasonable; this insurance may cover any liability that may be asserted against (or expenses that may be incurred by) any such persons in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such persons under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons that differ from the provisions of Sections 14 through 18. The Company also may adopt written procedures pursuant to which arrangements are made for the funding of obligations arising under Sections 16 and 17 and containing such other procedures regarding indemnification as the Company reasonably deems appropriate.

     20. Limited Liability Company Membership Interests. The limited liability company membership interests in the Company held by the Member are represented by a certificate (the “Ownership Certificate”). Promptly following the closing of the Acquisition, the Member shall surrender the Ownership Certificate to the Company for cancellation. Effective upon such cancellation, the limited liability company membership interests in the Company shall cease to be represented by certificates and shall be held by the Member as uncertificated limited liability company membership interests in the Company.

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     21. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

     22. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

     23. Governing Law. The laws of the State of Delaware (without reference to its choice of laws principles) shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Member.

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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the time and date first above written.

VERTEX AEROSPACE LLC,
as sole member
By:	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.,
	its sole member
		By:	L-3 COMMUNICATIONS AIS GP CORPORATION,
			its sole general partner
	By:	/s/ Christopher C. Cambria
		Christopher C. Cambria
		Vice President and Secretary

EX-3.67

Exhibit 3.67

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL RESOURCES GROUP LTD.

     I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

     FIRST: The name of the corporation is

INTERNATIONAL RESOURCES GROUP LTD.

     SECOND: The registered office of the corporation and place of business in the State of Delaware is to be located at 410 South State Street, in the City of Dover, County of Kent. The name of its registered agent at that address is Corporate Filing Service, Inc.

     THIRD: The nature of the business, and the objects and purposes proposed to be transacted, promoted and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

     Development and application of long-term energy/economic planning, including regional planning and project evaluation; developing approaches for the implementation of technologies based on renewable resources; planning in the area of industrial development, agriculture, and housing for present and projected world energy conditions; developing projects in all of these areas in the private and public sector, both alone and in cooperation with others.

     The corporation shall not engage in the practice of engineering or architecture.

     To do any lawful act or thing for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares which the corporation is authorized to issue is Thirty-Two Thousand (32,000) common shares, each of which is to be without par value.

     FIFTH: The names and addresses of each of the incorporators or incorporator are as follows:

Name	Address
Betty Jo Jerome	500 Central Avenue
	Albany, New York 12206

     SIXTH: The Directors shall have power to make and to alter or amend the By-Laws: to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of this Corporation.

     With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

     The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by Law or the By-Laws, or by resolution of the stockholders.

     The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

     It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clans or paragraph in this Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of August, 1984.

Betty Jo Jerome   Incorporator /s/ Betty Jo Jerome  

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL RESOURCES GROUP LTD.

     INTERNATIONAL RESOURCES GROUP LTD., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That the following resolution was duly adopted by the unanimous written consent of the members of the Board of Directors for action by the written consent of the Stockholders of said corporation:

RESOLVED, that the Certificate of Incorporation of International Resources Group Ltd. be changed so as to increase the total number of shares which the corporation is authorized to issue by amending paragraph “FOURTH” so that, as amended, said paragraph shall be and read as follows:

“The total number of shares which the corporation is authorized to issue is Fifty Thousand (50,000) common shares, each of which is to be without par value.”

     SECOND: That thereafter, pursuant to resolution of its Board of Directors, the amendment was submitted to the stockholders of said corporation for action by written consent of said stockholders and the holders of the necessary number of shares as required by statute gave their written consent in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with Section 222 of the General Corporation Law of the State of Delaware.

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     FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

     IN WITNESS WHEREOF, said INTERNATIONAL RESOURCES GROUP LTD. has caused this certificate to be signed by Samuel Hale, Jr., its President and Asif Shaikh, its Secretary this 22nd day of December, 1989.

By:
	President
Attest:
	Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL RESOURCES GROUP LTD.

     INTERNATIONAL RESOURCES GROUP LTD., a corporation organized and existing under and by virtue of the General corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That the following resolution was duly adopted by the unanimous written consent of the members of the Board of Directors for action by the written consent of the Stockholders of said corporation:

RESOLVED, that the Certificate of Incorporation of International Resources Group Ltd. be changed so as to increase the total number of shares which the corporation is. authorized to issue by amending paragraph “FOURTH” so that, as amended, said paragraph shall be and read as follows:

“The total number of shares which the corporation is authorized to issue is Five Hundred Thousand (500,000) cannon shares, each of which is to be with one ($.01) cent par value.

     SECOND: That thereafter, pursuant to resolution of its Board of Directors, the amendment was submitted to the stockholders of said corporation for action by written consent. of said stockholders and the holders of the necessary number of shares as required by statute gave their written consent in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with Section 322 of the General Corporation Law of the State of Delaware.

     FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

     IN WITNESS WHEREOF, said INTERNATIONAL RESOURCES GROUP LTD. has caused this certificate to be signed by Asif Shaikh, its President and Charles Kibanger, its Secretary, this 26^th day of March, 1999.

By:
	President
Attest:
	Secretary

EX-3.68

Exhibit 3.68

BY-LAWS

OF

INTERNATIONAL RESOURCES GROUP, LTD.

ARTICLE 1

OFFICES

     The principal office of the corporation shall be located in the Town of Brookhaven, Suffolk County, New York. The corporation may also establish and have offices at such other place or places, within or without the State of Delaware as may, from time to time, be designated by the Board of Directors.

ARTICLE 2

SEAL

     The corporation shall have a seal with the name of the corporation, the year of its organization, the words “Corporate Seal” and the state of its incorporation thereon.

ARTICLE 3

SHAREHOLDERS’ MEETING

     Section 1. All Meetings. All meetings of shareholders shall be held either at the principal office of the corporation, or at such other place or places, within or without the State of New York, as, may, from time to time, be designated by the Board of Directors.

     Section 2. Annual Meetings. The annual meeting of the shareholders of the corporation shill be held on such date and at such time as may be fixed by resolution of the Board of Directors. The order of business at the annual meeting of shareholders shall be as follows:

a. Call to order;

b.	Roll call to determine quorum;
c.	Proof of proper notice of the meeting;
d.	Reading and correction and approval of minutes of the preceding meeting;
e.	Officers’ reports;
f.	Committee reports;
g.	Unfinished business;
h.	Election of new directors;
i.	New or other business.

     Section 3. Special Meetings. Except as otherwise provided by law, special meetings of the shareholders of this corporation shall be held whenever called by the Chairman of the Board or by a majority of the Board of Directors or whenever one or more shareholders who are entitled to vote and who hold at least twenty-five (25%) percent of the shares issued and outstanding shall make written application therefor to the Secretary or an Assistant Secretary stating the time, place and purpose of the meeting called for.

     Section 4. Notice of Shareholders’ Meetings. Notice of all shareholders’ meeting stating the time and the place and the objects for which such meetings are called shall be given by the Chairman of the Board, the President, Vice President, Treasurer or the Secretary or by any one or more shareholders by ordinary mail not less than ten, nor more than fifty(50),days prior to the date of the meeting, to each shareholder of record at his address as it appears on the share books of the corporation, unless he shall have filed with the Secretary of the corporation a written request that notice intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

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     Any meeting of which all shareholders shall at any time waive or have waived notice in writing shall be a legal meeting for the transaction of business, notwithstanding that notice has not been given as hereinbefore provided.

     Section 5. Waiver of Notice. Whenever any notice whatever is required to be given by these By-Laws or the Certificate of Incorporation of this corporation, or any of the corporation laws of the State of Delaware, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

     Section 6. Quorum of Shareholders. Except as hereinafter provided and as otherwise provided by law, at any meeting of the shareholders, the presence at the commencement of such meeting in person or by proxy of shareholders holding of record a majority in interest of all the shares issued and outstanding shall constitute a quorum. Any meeting may be adjourned by a majority vote of the shareholders present thereat notwithstanding the absence of a quorum. The meeting may be held as adjourned without further notice. At any such adjourned meeting at .which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present. When a quorum is present at any meeting, a majority in interest of the shares represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the Certificate of Incorporation or of these By-Laws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

     Section 7. Proxy and Voting. Shareholders of record may vote at any meeting either in person or by proxy, in writing, which shall be filed with the Secretary of the meeting

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before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment thereof. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the shareholder executing it shall have specified therein the length of time it is to continue in force, which shall be for some limited period. Each shareholder shall be entitled to one vote for each share held by him.

ARTICLE 4

DIRECTORS

     Section 1. Board of Directors. A Board of Directors shall be chosen by ballot at the annual meeting of the shareholders or at any meeting held in place thereof as provided by law. The number of directors of this corporation shall be fixed from time to time by resolution of the Board of Directors. Each director shall serve until the next annual meeting of the shareholders and until his successor is duly elected and qualified. Directors shall be of full age.

     Section 2. Powers. The Board of Directors shall manage the entire business of the corporation. In the management and control of the property, business and affairs of the corporation, the Board of Directors is hereby vested with all the powers possessed by the corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Delaware, with the Certificate of Incorporation of the corporation, or with these By-Laws. The Board of Directors shall have power to determine: what constitutes net earnings, profits and surplus, respectively; what amount shall be reserved for working capital and for any other purpose; and, what amount shall be declared as dividends; all such determinations by the Board of Directors shall be final and conclusive.

     Section 3. Meetings. Regular meetings of the Board of Directors shall be held at such places in or outside of the State of Delaware, and at such times as the Board of Directors by vote may determine, and if so determined, no notice thereof need be given. Special meetings of

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the Board of Directors may be held at any time or place in or outside of the State of Delaware, whenever called by the Chairman of the Board, the President, a Vice President, the Treasurer, the Secretary or an Assistant Secretary, or two Directors, notice thereof being given to each director by the Secretary or an officer calling the meeting, or at any time without formal notice provided all the directors are present, or those not present shall at any time waive or have waived notice thereof. Notice of special meetings, stating the time and place thereof, shall be given by mailing the notice by ordinary mail to each director at his residence or business address at least three (3) days before the day on which the meeting is to be held, unless, in case of emergency, the Chairman of the Board of Directors or the President shall prescribe a shorter notice to be given personally or by telephoning each director at his residence or business address. Such special meeting shall be held at such time and place as the notice thereof or waiver shall specify.

     Section 4. Quorum of Directors. A majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these By-Laws.

     Section 5. Removal of Directors. Any or all of the directors may be removed, either with or without cause, at any time by a vote of the shareholders at any meeting called for such purpose.

ARTICLE 5

OFFICERS

     Section 1. Election and Eligibility. The officers of the corporation shall be elected by the Board of Directors after its election by the shareholders, and a meeting may be

5

held without notice for this purpose immediately after the annual meeting of the shareholders and at the same place.

     The officers of this corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, and a Treasurer.

     The Board of Directors, at its discretion, may appoint a General Manager, one or more Assistant Treasurers, and one or more Assistant Secretaries, and such other officers or agents as it may deem advisable, and prescribe the duties thereof.

     No officer of the corporation need be a shareholder or director of the corporation. Any person may hold more than one office provided the duties thereof can be consistently performed by the same person.

     Section 2. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the corporation, and, when present, shall preside at all meetings of the shareholders and the Board of Directors. The Chairman of the Board or the President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all certificates of stocks, bonds, deeds, mortgages, extension agreements, modifications of mortgage agreements, leases, and contracts of the corporation. He shall perform all the duties commonly incident to the chief executive office of a corporation and shall perform such other duties as the Board of Directors shall designate.

     Section 3. President. The President shall be the chief administrative officer of the corporation, and, when present, shall, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and the Board of Directors. He shall perform the duties and have the powers of the Chairman of the Board during the absence or disability of the Chairman of the Board and shall have the power to sign all certificates of stocks, bonds, deeds and contracts of

6

the corporation. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

     Section 4. Vice President. Except as specifically limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

     Section 5. Secretary. The Secretary shall attend all meetings of the Board of Directors and the shareholders, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall have charge of the corporation’s seal, the stock certificate book and such other books and papers as the Board of Directors may prescribe. The Secretary shall affix the seal of the corporation to such papers as require it, shall make such reports to the Board of Directors as they request, and shall prepare and cause to be filed such reports and statements as may be required by law. The Secretary shall have power, together with the President or Vice President, to sign certificates of shares of the corporation. In his absence at any meeting, an Assistant Secretary or a Secretary pro tempore shall perform his duties thereat.

     Section 6. Treasurer. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers; and documents of the corporation, and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the corporation in such bank or banks, trust company or trust companies, or with such firm or firms, doing a banking business, as the Board of Directors shall designate. He may endorse for deposit or collection all checks and notes payable to the corporation, and together with the Chairman of the Board and the President may sign certificates of stock. He shall keep accurate books of

7

account of the corporation’s transactions which shall be the property of the corporation, and, together with all its property in his possession, shall be subject at all times to the inspection and control of the Board of Directors.

     Section 7. Salaries. Salaries of all officers shall be determined from time to time by the Board of Directors.

ARTICLE 6

SIGNATURES

     All checks, drafts, notes, or other obligations for the payment of money shall be signed by such officer or officers or agent or agents as the Board of Directors shall, by general or special resolution, direct. The Board of Directors may also, in its discretion, require, by general or special resolutions, that checks, drafts, notes, and other obligations for the payment of money shall be countersigned or registered as a condition to ‘their validity by such officer or officers or agent or agents as shall be directed in such resolutions.

ARTICLE 7

RESIGNATIONS

     Any director or officer of the corporation may resign at any time by giving written notice to the corporation, to the Board of Directors, or the Chairman of the Board, or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the time specified therein,or, if the time is not specified therein, upon its acceptance by the Board of Directors.

ARTICLE 8

VACANCIES

     If the office of any director or officer or agent becomes vacant by reason of death, disqualification, or otherwise, the directors may, by vote of a majority of a quorum, choose a

8

successor or successors who shall hold office for the unexpired term. Vacancies resulting from an increase in the number of directors may be filled in the same manner.

ARTICLE 9

CORPORATE SHARES

     Section 1. Certificates. Every shareholder shall be entitled to a certificate or certificates of the shares of the corporation in such form as may be prescribed by the Board of Directors, duly numbered and sealed with the corporate seal of the corporation and setting forth the number and kind of shares. Such certificates shall be signed by the Chairman of the Board or the President, and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary. All certificates exchanged or returned to the corporation shall be marked “cancelled” by the Secretary, with the date of cancellation.

     Section 2. Transfers. Shares of stock may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign, and transfer the same on the books of the corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary Federal and state transfer tax stamps affixed, and shall be transferable on the books of the corporation upon surrender thereof so assigned or endorsed. The person registered on the books of the corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares. It shall be the duty of every shareholder to notify the corporation of his post office address.

     Section 3. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the

9

purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action.

     Section 4. Loss of Certificates. In case of the loss, mutilation, or destruction of a certificate of shares, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe.

ARTICLE 10

DIVIDENDS

     Dividends shall be declared and paid at such times and in such amounts as the Board of Directors may, in its absolute discretion, determine and designate, subject to the restrictions and limitations imposed by law.

ARTICLE 11

FISCAL YEAR

     The fiscal year of the corporation shall begin the first day of October in each year, or such other date determined by the Board of Directors.

ARTICLE 12

AMENDMENTS

     The By-Laws of the corporation may be amended, added to or repealed by the affirmative vote of two-thirds of the entire Board of Directors at any meeting of the Board, provided written notice of the proposed change is given before the meeting, or such notice is waived in writing. The By-Laws may also be amended, added to or repealed by vote of a majority of the issued and outstanding stock of this corporation, at any meeting of the

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shareholders, provided notice of the proposed change is given in the notice of meeting, or notice thereof is waived in writing.

ARTICLE 13

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The directors and officers of the corporation shall be indemnified to the fullest extent permitted by the Business Corporation Law of the State of New York. The corporation may, at the discretion of the Board of Directors, purchase and maintain directors’ and officers’ liability insurance, covering any expenses incurred in any proceeding and any liabilities asserted against any of them in such capacity, except that no insurance may provide for indemnification in connection with material acts of active and deliberate dishonesty. Employees of the corporation may, if so provided by the Board, be entitled to indemnification to the same extent as are directors and officers of the corporation, and the corporation may, if so provided by the Board, purchase and maintain liability insurance for employees with regard to their actions on behalf of the corporation.

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EX-3.69

Exhibit 3.69

CHESAPEAKE SCIENCES CORPORATION

Articles of Incorporation

          FIRST: I, Gordon Cumming, whose post office address is 665 Ellerslie Road, Severna Park, Maryland 21146, being at least eighteen (18) years of age, do hereby form a corporation under and by virtue of the General Corporation Law of the State of Maryland.

          SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is

CHESAPEAKE SCIENCES CORPORATION

          THIRD: The purposes for which the Corporation is formed are as follows:

               (a) To engage in the research, development and manufacture of electronic instrumentation of all types and kinds, and to perform all activities in connection therewith.

               (b) To engage in any lawful act or activities permitted by the corporation organized under the laws of the State of Maryland.

          The aforegoing enumeration of the purposes, objects and business of the Corporation is made in furtherance, and not in limitation, of the powers conferred upon the Corporation by law, and is not intended, by the mention any particular purpose, object or business, in any manner to limit or restrict the generality of any other purpose, object or business mentioned, or to limit or restrict any of the powers of the Corporation, and the said Corporation shall enjoy and exercise all of the powers and rights new or hereafter conferred by statute upon corporations. Nothing herein contained shall be deemed to authorize or permit the Corporation to carry on any business or exercise any power or do any act which a corporation formed under the laws of the State of Maryland may not at the time lawfully carry on or do.

          FOURTH: The post office address of the principal office of the Corporation in this State is c/c Gordon Cumming, 665 Ellerslie Road, Severna Park, Maryland 21146. The name and post office address of the resident agent of the Corporation in this State are Gordon Cumming, 665 Ellerslie Road, Severna Park, Maryland 21146. Said resident agent is an individual actually residing in this State.

          FIFTH: The total number of shares of stock which the Corporation has authority to issue is five thousand (5,000) shares of common stock with a par value of One Cent ($.01) per share, for an aggregate par value of Fifty Dollars ($50.00).

          SIXTH: The number of Directors of the Corporation shall be not less than three (3) nor more than twelve (12); provided, however, that (a) if at any time there is no stock outstanding; the Corporation may have less than three (3) but not less than one (1) Director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The number of Directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provisions. The name of the Director who shall act until the first annual meeting and until his successor is duly elected and qualifies is Cordon Cumming.

          SEVENTH: The following provisions are hereby adopted for the purposes of describing the rights and powers of the Corporation and of the Directors and Stockholders:

               (a) The Board of Directors of the Corporation is hereby empowered to authorize the issuance from title to time of share of stock of any class whether now or hereafter authorized and securities convertible into shares of its stock of any class whether now or hereafter authorized for such consideration as said Board of Directors may deem advisable, subject to such limitations and restrictions, if any, as may be set forth in the By-laws of the Corporation.

               (b) The Board of Directors of the Corporation may classify or reclassify any unissued shares by fixing or altering in any one or more respects, from time to time before issuance of such shares, the preferences, rights, voting powers, restrictions and

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qualifications of, the dividends on, the times and prices of redemption of, and the conversion rights of, such shares.

               (c) The Corporation reserves the right to amend its Charter so that such amendment may alter the contract rights, as expressly met forth in the Charter, of any outstanding stock, and any objecting stockholder whose rights may or shall be thereby substantially adversely affected shall not be entitled to demand and receive payment of the fair value of his stock.

               (d) Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock of the corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any securities or rights exchangeable for, convertible into or evidencing rights to acquire such shares.

          The enumeration and definition of a particular power of the Board of Directors included in the foregoing is for descriptive purposes only and shall in no way limit or restrict the terms of any other clause of this or any other Article of these Articles of Incorporation, or in any manner exclude or limit any powers conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force.

          EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or to its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, (ii) to the extent that a judgment or other final adjudication adverse to such director or officer , entered in a proceeding based on a finding in the proceeding that such director’s or officer’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding, or (iii) to the extent that it is proved that such director or officer damaged the Corporation or its stockholders by any intentionally wrongful, willful or malicious action or failure to act, for the amount of such damage actually sustained or incurred.

          IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 3 day of July, 1991, and acknowledge the same to be my act.

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/s/ Gordon Cumming  

Gordon Cumming 

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CHESAPEAK SCIENCES CORPORATION

Articles of Amendment

     Chesapeake Sciences Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation (the “Charter”) is amended as follows:

          Article Seventh of the Charter is amended to add the following:

          (e) A proposed consolidation, merger, share exchange or transfer of assets of the Corporation shall be approved by the Stockholders of the Corporation shall be approved by the Stockholders of the Corporation by the affirmative vote of sixty percent (60%) of all of the votes entitled to be cast on the matter.

     SECOND: The foregoing amendment does not increase the authorized stock of the Corporation.

     THIRD: The foregoing amendment to the Charter has been advised by the Board of Directors and approved by the Stockholders of the Corporation.

     IN WITNESS WHEREOF, Chesapeake Sciences Corporation has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary/Treasurer on January 1, 1992.

/s/ Karen Cumming	/s/ Gordon F. Cumming
Karen Cumming	Gordon F. Cumming
Secretary/Treasurer	President

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     THE UNDERSIGNED, President of Chesapeake Sciences Corporation, who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Article sof Amendment to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ Gordon Cumming  

Gordon Cumming 

President 

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CHESAPEAKE SCIENCES CORPORATION

ARTICLES OF AMENDMENT AND RESTATEMENT

     Chesapeake Sciences Corporation, a Maryland corporation, having its principal office in Anne Arundel County, Maryland (which is hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The Corporation desires to amend and restate its Charter as currently in effect as herein provided.

     SECOND: The Charter of the Corporation is hereby amended by striking each of the Articles of the existing Charter of the Corporation, and by substituting in lieu thereof the following:

     FIRST: THE UNDERSIGNED, Gordon Cumming, whose post office address is 665 Ellerslie Road, Severna Park, Maryland 21146, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the General Laws of the State of Maryland.

     SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is:

Chesapeake Sciences Corporation

     THIRD: (a) The purposes for which and any of which the Corporation is formed and the business and objects to be carried on and promoted by it are:

     (1) To engage in the research, development and manufacture of electronic instrumentation of all types and kinds, and perform all activities in connection therewith.

     (2) To engage in any lawful act or activities permitted by a corporation organized under the law of the State of Maryland.

     (b) The foregoing enumeration of the purposes, objects arid business of the Corporation is made in furtherance, and not in limitation, of the powers conferred upon the Corporation by law, and is not intended, by the mention of any particular purpose, object or business, in any manner to limit or restrict the generality of any other purpose, object or business mentioned, or limit or restrict any of the powers of the Corporation, and the said Corporation shall enjoy and exercise all of the powers and rights now or hereinafter conferred by statute upon corporations. Nothing herein contained shall be deemed to authorize or permit the Corporation to carry on any business or exercise any power or do any act which a corporation formed under the laws of the State of Maryland may not at the time lawfully carry on or do.

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     FOURTH: The present address of the principal office of the Corporation in this State is 1127-B Bonfield Boulevard, Millersville, Maryland 21108.

     FIFTH: The name and address of the resident agent of the Corporation in this State are Gordon Cumming, 1127-B Benfield Boulevard, Millersville, Maryland 21108.

     SIXTH: (a) The total number of shares of stock of all classes which the Corporation has authority to issue is two million (2,000,000) shares of capital stock, par value one cent ($.01) per share. One million nine hundred thousand (1,900,000) of such shares are classified as Class A Common Stock, and one hundred thousand (100,000) of such shares are classified as Class B Common Stock.

     (b) Except as expressly set forth herein, shares of Class A Common Stock and Class B Common Stock shall have the same preferences, rights and voting powers, shall be identical in all respects and will entitle the holders thereof to the same rights and privileges. The following is a description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the Class A Common Stock and the Class B Common Stock of the Corporation:

     (1) Each share of Class A Common Stock shall have one vote, and, except as otherwise provided in respect of any class of stock hereafter classified or reclassified, the exclusive voting power for all purposes shall be vested in the holders of the Class A Common Stock. Shares of Class A Common Stock shall not have cumulative voting rights. The holders of the Class B Common Stock shall not have the right to vote on any matters to be voted on by the stockholders of the Corporation.

     (2) Subject to the provisions of law and any preferences of any class of stock hereafter classified or reclassified, dividends, including dividends payable in shares of another class of the Corporation’s stock, shall be paid on an equal basis, to the holders of the. Class A Common Stock and the Class B Common Stock of Corporation at such time and in such amounts as the Board of Directors may deem advisable.

     (3) in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Class A Common Stock and the Class B Common Stock, in equal amounts for each share of Class A Common Stock and each share of Class B Common Stock, shall be entitled, after payment or provision for payment of the debts and other liabilities of the Corporation and the amount to which the holders of any class of stock hereafter classified or reclassified having a preference on distributions in the liquidation, dissolution or winding up of the Corporation shall be entitled, together with the holders of any other class of stock hereafter classified or reclassified not having a preference on distributions in the liquidation, dissolution or winding up of the Corporation, to share ratably in the remaining assets of the Corporation.

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     (c) Subject to the foregoing, the power of the Board of Directors to classify and reclassify any of the shares of capital stock shall include, without limitation, subject to the provisions of the Charter, authority to classify or reclassify any unissued shares of such stock into a class or classes of preferred stock, preference stock, special stock or other stock, and to divide and classify shares of any class into one or more series of such class, by determining, fixing, or altering one or more of the following:

     (1) The distinctive designation of such class or series and the number of shares to constitute such class or series; provided that, unless otherwise prohibited by the terms of such or any other class or series, the number of shares of any class or series may be decreased by the Board of Directors in connection with any classification or reclassification of unissued shares and the number of shares of such class or series may be increased by the Board of Directors in connection with any such classification or reclassification, and any shares of any class or series which have been redeemed, purchased, otherwise acquired or converted into shares of Common Stock or any other class or series shall become part of the authorized capital stock and be subject to classification and reclassification as provided in this sub-paragraph.

     (2) Whether or not and, if so, the rates, amounts and times at which, and the conditions under which, dividends shall be payable on shares of such class or series, whether any such dividends shall rank senior or junior to or on a parity with the dividends payable on any other class or series of stock, and the status of any such dividends as cumulative, cumulative to a limited extent or non-cumulative and as participating or non-participating.

     (3) Whether or not shares of such class or series shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights.

     (4) Whether or not shares of such class or series shall have conversion or exchange privileges and, if so, the terms and conditions thereof, including provision for adjustment of the conversion or exchange rate in such events or at such times as the Board of Directors shall determine.

     (5) Whether or not shares of such class or series shall be subject to redemption and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; and whether or not there shall be any sinking fund or purchase account in respect thereof, and if so, the terms thereof.

     (6) The rights of the holders of shares of such class or series upon the liquidation, dissolution or winding up of the affairs of or upon any distribution of the assets of, the Corporation, which rights may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and, if

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voluntary, may vary at different dates, and whether such rights shall rank senior or junior to or on a parity with such rights of any other class or series of stock.

     (7) Whether or not there shall be any limitations applicable, while shares of such class or series are outstanding, upon the payment of dividends or making of distributions on, or the acquisition of, or the use of moneys for purchase or redemption of, any stock of the Corporation, or upon any other action of the Corporation, including action under this sub-paragraph, and, if so, the terms and conditions thereof:

     (8) Any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class or series, not inconsistent with law and the Charter of the Corporation.

     (d) For the purposes hereof and of any articles supplementary to the Charter providing for the classification or reclassification of any shares of capital stock or of any other Charter document of the Corporation (unless otherwise provided in any such articles or document), any class or series of stock of the Corporation shall be deemed to rank:

     (1) prior to another class or series either as to dividends or upon liquidation, if the holders of such class or series shall be entitled to the receipt of dividends or of amounts distributable on liquidation, dissolution or winding up, as the case may be, in preference or priority to holders of such other class or series;

     (2) on a parity with another class or series either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation price per share thereof be different from those of such others, if the holders of such class or series of stock shall be entitled to receipt of dividends or amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or redemption or liquidation prices, without preference or priority over the holders of such other class or series; and

     (3) junior to another class or series either as to dividends or upon liquidation, if the rights of the holders of such class or series shall be subject or subordinate to the rights of the holders of such other class or series in respect of the receipt of dividends or the amounts distributable upon liquidation, dissolution or winding up, as the case may be.

     SEVENTH: The number of directors of the Corporation shall be not fewer than three (3) nor more than twelve (12); provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have fewer than three (3) but not fewer than one (1) director; and (b) if there is stock outstanding and there are fewer than three (3) stockholders, the number of directors may he fewer than three (7) but not fewer than the number of stockholders. The number of directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provisions.

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     EIGHTH: (a) The following provisions are hereby adopted for the purpose of describing the rights and powers of the Corporation and of the directors and stockholders:

     (1) The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class whether now or hereafter authorized, for such consideration as said Board of Directors may be deemed advisable by the Board of Directors, subject to such limitations or restrictions, if any, as may be set forth in the By-laws of the Corporation and without any action by the stockholders.

     (2) The Corporation reserves the right to amend its Charter so that such amendment may alter the contract rights, as expressly set forth in the Charter, of any outstanding stock, and any objecting stockholder whose rights may or shall be thereby substantially adversely affected shall not be entitled to demand and receive payment of the fair value of his stock.

     (3) Except as may otherwise be provided by the Board of Directors, no holder of arty shares of stock of the Corporation shall have any preemptive right to subscribe for purchase or otherwise acquire any shares of stock of the Corporation of any class now or hereinafter authorized, or any securities or rights exchangeable for, convertible into or evidencing rights to acquire such shares.

     (4) A proposed consolidation, merger, share exchange or transfer of assets of the Corporation shall be approved by the stockholders of the Corporation by the affirmative vote of sixty percent (60%) of all of the votes entitled to be cast on the matter.

     (5) The Board of Directors of the Corporation shall, consistent with applicable law, have power in its sole discretion to determine from time to time in accordance with sound accounting practice or other reasonable valuation methods what constitutes annual or other net profits, earnings, surplus, or net assets in excess of capital; to fix and vary from time to time the amount to be reserved as working capital, or determine that retained earnings or surplus shall remain in the hands of the Corporation; to set apart out of any funds of the Corporation such reserve or reserves in such amount or amounts and for such proper purpose or purposes as it shall determine and to abolish any such reserve or any part thereof; to distribute and pay distributions or dividends in stock, cash or other securities or property, out of surplus or any other funds or amounts legally available therefor, at such times and to the stockholders of record on such dates as it may, from time to time, determine; and to determine whether and to what extent and at what times and places and under what conditions and regulations the books, accounts and documents of the Corporation, or any of them, shall be open to the inspection of stockholders, except as otherwise provided by statute or by the By-laws, and, except as so provided, no stockholder shall have any right to inspect any book, account or document of the Corporation unless authorized so to do by resolution of the Board of Directors.

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     (6) The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s By-laws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such by-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

     (7) To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the limitation on liability provided to directors and officers hereunder with respect to any act or omission occurring prior to such amendment or repeal.

     (b) The enumeration and definition of a particular power of the Board of Directors included in the foregoing is for descriptive purposes only and shall in no way limit or restrict the terms of any other clause of this or any other Article of the Articles of Incorporation, or in any manner exclude or limit any powers conferred upon the Board of Directors under the General Laws of the State of Maryland now or hereafter in force.

     NINTH: The duration of the Corporation shall be perpetual.

     THIRD: Prior to the effectiveness of this foregoing amendment of the Charter of the Corporation (the “Amendment”) the authorized stock of the Corporation five thousand (5,000) shares Common Stock, par value one cent ($.01), for an aggregate par value of fifty dollars (50.00). This amendment to the Charter of the Corporation increases the authorized stock of the Corporation to one million nine hundred thousand (1,900,000) shares Class A Common Stock, par value one cent ($.01) and one hundred thousand (100,000) shares Class B Common Stock, par value one cent ($.01), for an aggregate par value of twenty thousand dollars ($20,000.00).

     FOURTH: The Amendment has been advised by the Board of Directors and approved by the stockholders of the Corporation.

     IN WITNESS WHEREOF, Chesapeake Sciences Corporation has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on 29 December, 1998.

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ATTEST:	CHESAPEAKE SCIENCES CORPORATION
/s/ Gordon Cummings	By:	/s/ Robert J. Woodward
		Name: Robert J. Woodward
		Title: Vice President

     THE UNDERSIGNED, President of Chesapeake Sciences Corporation, who executed on behalf of the Corporation the foregoing Articles of Amendment and Restatement of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment and Restatement to be the corporate act of said Corporation and hereby certifies that, to the best of his knowledge, information and belief, the matters and facts set: forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ John C. McDaris
Name:	John C. McDaris
Title:	President

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CHESAPEAKE SCIENCES CORPORATION

ARTICLES SUPPLEMENTARY

     Chesapeake Sciences Corporation, a Maryland corporation having its principal. office in Anne Arundel County, Maryland (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article SIXTH of the Articles of Amendment and Restatement of the Corporation (the “Charter”), the Board of Directors has duly reclassified One Hundred Thousand (100,000) shares of the Class A Common Stock, par value one cent ($.01) per share, of the Corporation into One Hundred Thousand (100,000) shares of Class B Common Stock, par value one cent ($.01) per share, of the Corporation.

     SECOND: The reclassification decreases the number of shares classified as Class A Common Stock from One Million Nine Hundred Thousand (1,900,000) shares immediately prior to the reclassification to One Million Eight Hundred Thousand (1,800,000) shares immediately after the reclassification. The reclassification increases the number of shares classified as Class B Common Stock from One Hundred Thousand (100,000) shares immediately prior to the reclassification to Two Hundred Thousand (200,000) shares immediately after the reclassification.

     THIRD: The terms of the Class A Common Stock and Class B Common Stock (including, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption) are as provided in Article SIXTH of the Charter and remain unchanged by these Articles Supplementary.

[Signatures appear on the following page.]

     IN WITNESS WHEREOF, Chesapeake Sciences Corporation has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on September 28, 2001.

WITNESS:	CHESAPEAKE SCIENCES CORPORATION
/s/ Robert J. Woodward	By:	/s/ John C. McDaris
Robert J. Woodward, Secretary		John C. McDaris, President

     THE UNDERSIGNED, President of Chesapeake Sciences Corporation, who executed on behalf of the Corporation the foregoing Articles Supplementary of which this Certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ John C. McDaris  

John C. McDaris, President 

2

CHESAPEAKE SCIENCES CORPORATION

ARTICLES SUPPLEMENTARY

     Chesapeake Sciences Corporation, a Maryland corporation having its principal office in Anne Arundel County, Maryland (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article SIXTH of the Articles of Amendment and Restatement of the Corporation (the “Charter”), the Board of Directors has duly reclassified Two Hundred Thousand (200,000) shares of the Class A Common Stock, par value one cent ($.0 l) per share, of the Corporation (“Class A Common Stock”) into Two Hundred Thousand (200,000) shares of Class B Common Stock, par value one cent ($.01) per share, of the Corporation (“Class B Common Stock”).

     SECOND: The reclassification decreases the number of shares classified as Class A Common Stock from One Million Eight Hundred Thousand (1,600,000) shares immediately prior to the reclassification to One Million Six Hundred Thousand (1,600,000) shares immediately after the reclassification. The reclassification increases the number of shares classified as Class B Common Stock from Two Hundred Thousand (200,000) shares immediately prior to the reclassification to Four Hundred Thousand (400,000) shares immediately after the reclassification.

     THIRD: The terms of the Class A Common Stock and Class B Common Stock (including, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms or conditions of redemption) are as provided in Article SIXTH of the Charter and remain unchanged by these Articles Supplementary.

[Signatures appear on the following page.]

     IN WITNESS WHEREOF, Chesapeake Sciences Corporation has caused these presents to he signed in its name and on its behalf by its President and witnessed by its Secretary on October 9, 2006.

WITNESS:	CHESAPEAKE SCIENCES CORPORATION
/s/ David C. Tolbert	By:	/s/ John C. McDaris
David C. Tolbert, Secretary		John C. McDaris, President

     THE UNDERSIGNED, President of Chesapeake Sciences Corporation, who executed on behalf of the Corporation the foregoing Articles Supplementary of which this Certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ John C. McDaris  

John C. McDaris, President 

2

ARTICLES OF AMENDMENT

Chesapeake Sciences Corporation

(1)

(2) Chesapeake Sciences Corporation

a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:

(3) The charter of the corporation is hereby amended as follows:

RESOLVED, that Article SECOND of the Amended and Restated Articles of Incorporation of the Corporation be amended to read as follows:

“SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is: L 3 Chesapeake Sciences Corporation.”

This amendment of the charter of the corporation has been approved by Unanimous Written Consent of the Sole Shareholder and by Unanimous Written Consent of the Sole Director.

(4)

We the undersigned President and Secretary swear under penalties of perjury thaw e foregoing is a corporate act.

(5)	(5) John C. McDaris
Secretary	President
(6) Return address of filing party:
c/o: L-3 Communications Corporation
600 Third Avenue
New York, NY 10016

CERTIFICATE OF CORRECTION

TO CORRECT AN ERROR

IN

CERTIFICATE OF AMENDMENT

Pursuant to the provisions of Section 1-207 of Corporations and Associations Articles, Annotated Code of Maryland, the undersigned execute(s) the following Certificate of Correction.

     1. The name of each party to the document being corrected is L 3 Chesapeake Sciences Corporation.

     2. That an Articles of Amendment was filed with the Department of Assessments and Taxation of the State of Maryland on February 11, 2009 and that said document requires correction as permitted under the provisions of Section 1-207 of the Corporations and Associations Article of Annotated Code of Maryland.

     3. The error or defect in said document to be corrected is as follows:

          The name of the corporation is “L-3 Chesapeake Sciences Corporation”

     IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of Correction to be signed in its corporate name on its behalf by its Vice President, Secretary and attested by its Vice President, Treasurer on this 2^nd of April 2009.

L-3 Chesapeake Sciences Corporation
 

By /s/ Steven M. Post  

Steven M. Post 

Vice President, Secretary 

ATTEST:
 

/s/ Stephen M. Souza  

Stephen M. Souza 

Vice President, Treasurer 

*A Certificate of Correction shall be executed in the same manner in which the document being corrected was required to be executed, except that a Certificate of Correction to the Articles of Incorporation shall be executed by the incorporator or as provided in Section 1-301 of the Corporations and Associations Articles of the Annotated Code of Maryland. A verification under oath or a self-verification Is also required by each person signing the certificate of correction.

EX-3.70

Exhibit 3.70

CHESAPEAKE SCIENCES CORPORATION

BY-LAWS

ARTICLE I.

STOCKHOLDERS

          SECTION 1.01 Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, either at 10:00 a.m. an the second Tuesday of April in each year if not a legal holiday, or at such other time on such other day falling on or before the 30th day thereafter as shall be set by the Board of Directors. Except as the Charter or statute provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid Corporate acts.

          SECTION 1.02 Special Meeting. At any time in the interval between annual meetings, a special meeting of the stockholders may be called by the Chairman of the Board or the President or by a majority of the Board of Directors by vote at a meeting or in writing (addressed to the Secretary of the Corporation) with or without a meeting. Special meetings of the stockholders shall be called as may be required by law.

          SECTION 1.03 Place of Meetings. Meetings of stockholders shall be held at such place in the United States as is set from time to time by the Board of Directors.

          SECTION 1.04 Notice of Meetings; Waiver of Notice. Not less than ten nor more than 90 days before each stockholders’ meeting, the Secretary shall give written notice of the meeting to each stockholder entitled to vote at the meeting and each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting and if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to him, left at his residence or usual place of business, or mailed to him at his address as it appears on the records of the Corporation. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if he before or after the meeting signs a waiver of the notice which is filed with the records of stockholders’ meetings, or is present at the meeting in person or by proxy.

          SECTION 1.05 Quorum; Voting. Unless statute or the Charter provides otherwise, at a meeting of stockholders the presence in person or by proxy of stockholders entitled to cast ‘a majority of all the votes entitled to be cast at the meeting constitutes a quorum, and a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

          SECTION 1.06 Adjournments. Whether or not a quorum is present, a meeting of stockholders convened on the date for which it was called may be adjourned from time to time

without further notice by a majority vote of the stockholders present in person or by proxy to a date not more than 120 days after the original record date. Any business which might have been transacted at the meeting as originally notified may be deferred and transacted at any such adjourned meeting at which a quorum shall be present.

          SECTION 1.07 General Right to Vote; Proxies. Unless the Charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. In all elections for directors, each share of stock may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A stockholder may vote the stock he owns of record either in person or by written proxy signed by the stockholder or by his duly authorized attorney in fact. Unless a proxy provides otherwise, it is not valid more than 11 months after its date.

          SECTION 1.08 List of Stockholders. At each meeting of stockholders, a full, true and complete list of all stockholders entitled to vote at such meeting, showing the number and class of shares held by each and certified by the transfer agent for such class or by the Secretary, shall be furnished by the Secretary.

          SECTION 1.09 Conduct of Business and Voting. At all meetings of stockholders, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies, the acceptance or rejection of votes and procedures for the conduct of business not otherwise specified by these By-Laws, the Charter or law, shall he decided or determined by the chairman of the meeting. If demanded by stockholders, present in person or by proxy, entitled to cast 10% in number of votes entitled to be cast, or if ordered by the chairman, the vote upon any election or question shall be taken by ballot and, upon like demand or order, the voting shall be conducted by two inspectors, in which event the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided, by such inspectors. Unless so demanded or ordered, no vote need be by ballot and voting need not be conducted by inspectors. The stockholders at any meeting may choose an inspector or inspectors to act at such meeting, and in default of such election the chairman of the meeting may appoint an inspector or inspectors. No candidate for election as a director at a meeting shall serve as an inspector thereat.

          SECTION 1.10 Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings an unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter and a written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at it.

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ARTICLE II.

BOARD OF DIRECTORS

          SECTION 2.01 Function of Directors. The business and affairs of the. Corporation shall be managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the stockholders by statute or by the Charter or By-Laws.

          SECTION 2.02 Number of Directors. The Corporation shall have at least one director; provided that, if there is stock outstanding and so long as there are less than three stockholders, the number of Directors may not be less than the number of stockholders. If there are three or more stockholders, then the number of Directors must be at least three. The Corporation shall have the number of directors provided in the Charter until changed as herein provided. A majority of the entire Board of Directors may alter the number of directors set by the Charter to not exceeding 12 nor less than the minimum number then permitted herein, but the action may not affect the tenure of office of any director.

          SECTION 2.03 Election and Tenure of Directors. At each annual meeting, the stockholders shall elect directors to hold office until the next annual meeting and until their successors are elected and qualify.

          SECTION 2.04 Removal of Director. Unless statute or the Charter provides otherwise, the stockholders may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast for the election of directors.

          SECTION 2.05 Vacancy on Board. The stockholders may elect a successor to fill a vacancy on the Board of Directors which results from the removal of a director. A director elected by the stockholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director. A majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors which results from any cause except an increase in the number of directors and a majority of the entire Board of Directors may fill a vacancy which results from an increase in the number of directors. A director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of stockholders and until his successor is elected and qualifies.

          SECTION 2.06 Regular Meetings. After each meeting of stockholders at which directors shall have been elected, the Board of Directors shall meet as soon as practicable for the purpose of organization and the transaction of other business. In the event that no other time and place are specified by resolution of the Board, the President or the Chairman, with notice in accordance with Section 2.08, the Board of Directors shall meet immediately following the close of, and at the place of, such stockholders’ meeting. Any other regular meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors.

          SECTION 2.07 Special Meetings, Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President or by a majority of the

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Board of Directors by vote at a meeting, or in writing with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors. In the absence of designation such meeting shall be held at such place as may be designated in the call.

          SECTION 2.08 Notice of Meeting. Except as provided in Section 2.06, the Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The notice shall state the time and place of the meeting. Notice is given to a director when it is delivered personally to him, left at his residence or usual place of business, or sent by telegraph, facsimile transmission or telephone, at least 24 hours before the time of the meeting or, in the alternative by mail to his address as it shall appear on the records of the Corporation, at least 72 hours before the time of the meeting. Unless the By-Laws or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any director who attends except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

          SECTION 2.09 Action by Directors. Unless statute or the Charter or By-Laws requires a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is action of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if an unanimous written consent which sets forth the action is signed by each member of the Board and filed with the minutes of proceedings of the Board.

          SECTION 2.10 Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.

          SECTION 2.11 Compensation. By resolution of the Board of Directors a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, and other compensation for their services as such or on committees of the Board of Directors, may be paid to directors. Directors who are full-time employees of the Corporation need not be paid for attendance at meetings of the board or committees thereof for which fees are paid to other directors. A director who serves the Corporation in any other capacity also may receive compensation for such other services, pursuant to a resolution of the directors.

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ARTICLE III.

COMMITTEES

          SECTION 3.01 Committees. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of two or more directors and delegate to these committees any of the powers of the Board of Directors, except the power to declare dividends or other distributions on stock, elect directors, issue stock other than as provided in the next sentence, recommend to the stockholders any action which requires stockholder approval, amend the By-Laws, or approve any merger or share exchange which does not require stockholder approval. If the Board of Directors has given general authorization for the issuance of stock, a committee of the Board, in accordance with a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, may fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors.

          SECTION 3.02 Committee Procedure. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to act in the place of an absent member. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if an unanimous written consent which sets forth the action is signed by each member of the committee and filed with the minutes of the committee. The members of a committee may conduct any meeting thereof by conference telephone in accordance with the provisions of Section 2.10.

          SECTION 3.03 Emergency. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Corporation by its directors and officers as contemplated by the Charter and the By-Laws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Corporation in accordance with the provisions of Section 3.01. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, the available directors shall elect an Executive Committee consisting of any two members of the Board of Directors, whether or not they be officers of the Corporation, which two members shall constitute the Executive Committee for the full conduct and management of the affairs of the Corporation in accordance with the aforegoing provisions of this Section. This Section shall be subject to implementation by resolution of the Board of Directors passed from time to time for that purpose, and any provisions of the By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by any interim Executive Committee acting under this Section that it shall be to the advantage of the Corporation to resume the conduct and management of its affairs and business under all the other provisions of the By-Laws.

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ARTICLE IV.

OFFICERS

          SECTION 4.01 Executive and Other Officers. The Corporation shall have a President, a Secretary, and a Treasurer. It may also have a Chairman of the Board. The Board of Directors shall designate who shall serve as chief executive officer, who shall have general supervision of the business and affairs of the Corporation, and may designate a chief operating officer, who shall have supervision of the operations of the Corporation. In the absence of any designation the Chairman of the Board, if there be one, shall serve as chief executive officer and the President shall serve as chief operating officer. In the absence of the Chairman of the Board, or if there be none, the President shall be the chief executive officer. The same person may hold both offices. The Corporation may also have one or more Vice-Presidents, assistant officers, and subordinate officers as may be established by the Board of Directors. A person may hold more than one office in the Corporation except that no person may serve concurrently as both President and vice-President of the Corporation. The Chairman of the Board shall be a director. Other officers may be directors.

          SECTION 4.02 Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. Unless otherwise specified by the Board of Directors, he shall be the chief executive officer of the Corporation and perform the duties customarily performed by chief executive officers, and may perform any duties of the President. In general, he shall perform all such duties as are from time to time assigned to him by the Board of Directors.

          SECTION 4.03 President. Unless otherwise provided by resolution of the Board of Directors, the President, in the absence of the Chairman of the Board, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. Unless otherwise specified by the Board of Directors, the President shall be the chief operating officer of the Corporation and perform the duties customarily performed by chief operating officers. He may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation. In general, he shall perform such other duties usually performed by a president of a corporation and such other duties as are from time to time assigned to him by the Board of Directors or the chief executive officer of the Corporation.

          SECTION 4.04 Vice-Presidents. The Vice-President or Vice-Presidents, at the request of the chief executive officer or the President, or in the President’s absence or during his inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one vice-President, the Board of Directors may determine which one or more of the Vice-Presidents shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the chief executive officer, or the President may make such determination; otherwise any of the vice-Presidents may perform any of such duties or exercise any of such functions. The Vice-President or Vice-Presidents shall have such other powers and perform such other duties,

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and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board of Directors, the chief executive officer, or the President,

          SECTION 4.05 Secretary. The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors and of any committees, in books provided for the purpose; he shall see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; he shall be custodian of the records of the Corporation; he may witness any document on behalf of the Corporation, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same; and, in general, he shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors, the chief executive officer, or the President.

          SECTION 4.06 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors, the chief executive officer, or the President.

          SECTION 4.07 Assistant and Subordinate Officers. The assistant and subordinate officers of the Corporation are all officers below the office of Vice-President, Secretary, or Treasurer. The assistant or subordinate officers shall have such duties as are from time to time assigned to them by the Board of Directors, the chief executive officer, or the President.

          SECTION 4.08 Election, Tenure and Removal of Officers. The Board of Directors shall elect the officers. The Board of Directors may from time to time authorize any committee or officer to appoint assistant and subordinate officers. Election or appointment of an officer, employee or agent shall not of itself create contract rights. All officers shall be appointed to hold their offices, respectively, during the pleasure of the Board. The Board of Directors (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may remove an officer at any time. The removal of an officer does not prejudice any of his contract rights. The Board of Directors (or, as to any-assistant or subordinate officer, any committee or officer authorized by the Board) may fill a vacancy which occurs in any Office for the unexpired portion of the term.

          SECTION 4.09 Compensation. The Board of Directors shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Corporation. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. The Board of Directors may authorize any committee or officer, upon whom the power of appointing assistant and subordinate officers may have been conferred, to fix the salaries, compensation and remuneration of such assistant and subordinate officers.

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ARTICLE V.

DIVISIONAL TITLES

          SECTION 5.01 Conferring Divisional Titles. The Board of Directors may from time to time confer upon any employee of a division of the Corporation the title of President, Vice President, Treasurer or Controller of such division or any other title or titles deemed appropriate, or may authorize the Chairman of the Board or the President to do so. Any such titles so conferred may be discontinued and withdrawn at any time by the Board of Directors, or by the Chairman of the Board or the President if so authorized by the Board of Directors. Any employee of a division designated by such a divisional title shall have the powers and duties with respect to such division as shall be prescribed by the Board of Directors, the Chairman of the Board or the President.

          SECTION 5.02 Effect of Divisional Titles. The conferring of divisional titles shall not create an office of the Corporation under Article IV unless specifically designated as such by the Board of Directors; but any person who is an officer of the Corporation may also have a divisional title.

ARTICLE VI.

STOCK

          SECTION 6.01 Certificates for Stock. Each stockholder is entitled to certificates which represent and certify the shares of stock he holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall be in such form, not inconsistent with law or with the Charter, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chairman of the Board, the President, or a Vice-President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.

          SECTION 6.02 Transfers. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates of stock; and may appoint transfer agents and registrars thereof. The duties of transfer agent and registrar may be combined.

          SECTION 6.03 Record Dates and Closing of Transfer Books. The Board of Directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be prior to the close of business on the day the record date is fixed nor, subject to Section 1.06, more than 90 days before the date on

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which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.

          SECTION 6.04 Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock, or, if none, at the principal office in the State of Maryland or the principal executive offices of the Corporation.

          SECTION 6.05 Certification of Beneficial Owners. The Board of Directors may adopt by resolution a procedure by which a stockholder of the Corporation may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may certify; the purpose for which the certification may be made; the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board considers necessary or desirable. On receipt of a certification which complies with the procedure adopted by the Board in accordance with this Section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

          SECTION 6.06 Lost Stock Certificates. The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate save upon the order of some court having jurisdiction in the premises.

ARTICLE VII.

FINANCE

          SECTION 7.01 Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by resolution of the Board of Directors, be signed by the President, a Vice-President or an Assistant Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

          SECTION 7.02 Annual Statement of Affairs. The President or chief accounting officer shall prepare annually a full and correct statement of the affairs of the Corporation, to include a balance sheet and a financial statement of operations for the preceding fiscal year. The

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statement of affairs shall be submitted at the annual meeting of the stockholders and, within 20 days after the meeting, placed on file at the Corporation’s principal office.

          SECTION 7.03 Fiscal Year. The fiscal year of the Corporation shall be the twelve calendar months period ending December 31 in each year, unless otherwise provided by the Board of Directors.

          SECTION 7.04 Dividends. If declared by the Board of Directors at any meeting thereof, the Corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of the Corporation, unless such dividend is contrary to law or to a restriction contained in the Charter.

ARTICLE VIII.

SUNDRY PROVISIONS

          SECTION 8.01 Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any executive or other committee when exercising any of the powers of the Board of Directors. The books and records of a Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of the By-Laws shall be kept at the principal office of the Corporation.

          SECTION 8.02 Corporate Seal. The Board of Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “Seal” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

          SECTION 8.03 Bonds. The Board of Directors may require any officer, agent or employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.

          SECTION 8.04 Voting Upon Shares in Other Corporations. Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the President, a Vice-President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

          SECTION 8.05 Mail. Any notice or other document which is required by these By-Laws to be mailed shall be deposited in the United States mails, postage prepaid.

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          SECTION 8.06 Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

          SECTION 8.07 Amendments. Subject to the special provisions of Section 2.02, (a) any and all provisions of these By-Laws may he altered or repealed and new by-laws may be adopted at any annual meeting of the stockholders, or at any special meeting called for that purpose, and (b) the Board of Directors shall have the power, at any regular or special meeting thereof, to make and adopt new by-laws, or to amend, alter or repeal any of the By-Laws of the Corporation.

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EX-3.71

Exhibit 3.71

APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC.

ARTICLES OF INCORPORATION

     FIRST: We, Joseph C. Harsanyi, whose post office address is 9193 Rolling Meadow Run, Pasadena, Maryland 21122 and Joseph M. Hejl, Jr., whose post office address is 200 Armstrong Lane, Pasadena, Maryland 21122, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland.

     SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is

APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC.

     THIRD: The purposes for which the Corporation is formed are:

          1. To engage in the business of consulting on engineering services and informational technologies.

          2. To do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

     FOURTH: The post office address of the principal office of the Corporation in this State is 9193 Rolling Meadow Run, Pasadena, Maryland 21122. The name and post office address of the Resident Agent of the Corporation in this State is Joseph C. Harsanyi, 9193 Rolling Meadow Run, Pasadena, Maryland 21122. Said Resident Agent is an individual actually residing in this State.

     FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is Five Thousand (5,000) shares of common stock, without par value.

     SIXTH: The number of directors of the Corporation shall be two (2), which number may be increased or decreased Pursuant to the By-Laws of the Corporation, but shall

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never be less than two (2); and the names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are: Joseph C. Harsanyi and Joseph M. Hejl, Jr.

     IN WITNESS WHEREOF, we have signed these Articles of Incorporation this 2nd day of September, 1994, and we acknowledge the same to be our act.

/s/ Joseph C. Harsanyi  

Joseph C. Harsanyi 

/s/ Joseph M. Hejl, Jr.  

Joseph M. Hejl, Jr. 

STATE OF MARYLAND, ANNE ARUNDEL OF BALTIMORE: To Wit:

     I HEREBY CERTIFY that on this 2 day of Sept., 1994, the above-named Joseph C. Harsanyi, personally appeared before me and made oath in due form of law that the matters and facts set forth in the foregoing Articles of Incorporation are true and correct as therein stated and acknowledged that the Articles are in fact his act and deed and that he has full understanding thereof.

     AS WITNESS my hand and Notarial Seal.

/s/ Rosemarie B. Billing-Briggs  

Notary Public 

My Commission Expires:

November 1, 1995

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STATE OF MARYLAND, ANNE ARUNDEL OF BALTIMORE: To Wit:

     I HEREBY CERTIFY that on this 2 day of Sept, 1994, the above-named Joseph M. Hejl, Jr., personally appeared before me and made oath in due form of law that the matters and facts set forth in the foregoing Articles of Incorporation are true and correct as therein stated and acknowledged that the Articles are in fact his act and deed and that he has full understanding thereof.

     AS WITNESS my hand and Notarial Seal.

/s/ Rosemarie B. Billing-Briggs  

Notary Public 

My Commission Expires:

November 1, 1995

EX-3.72

Exhibit 3.72

Adopted: November 27, 2002

BY-LAWS

OF

APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC.

ARTICLE I
STOCKHOLDERS

     Section 1.1 Annual Meeting. The annual meeting of the Stockholders of Applied Signal and Image Technology, Inc. (the “Corporation”) shall be held each year after the close of the Corporation’s fiscal year, on a day to be duly designated by the Board of Directors, for the purpose of electing Directors and for the transaction of any other corporate business that may come before the meeting.

     Section 1.2 Special Meetings. A special meeting of the Stockholders may be called, at any time and for any purpose or purposes, by the President, by a Vice President or by a majority of the Board of Directors. Additionally, a special meeting of the Stockholders shall be called forthwith by the President or by a Vice President, at any time, upon the written request of the Stockholders entitled to cast at least twenty-five percent (25%) of all the votes entitled to be cast at the meeting. Whenever a special meeting is called by written request of the Stockholders, the request shall state the purpose or purposes of the meeting. Business transacted at any special meeting of Stockholders shall be confined to the purpose or purposes stated in the notice of the meeting.

     Section 1.3 Place of Holding Meetings. All meetings of Stockholders shall be held at the principal office of the Corporation, or elsewhere in the United States as may be designated by the Board of Directors. In addition, Stockholders may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, and such participation in a meeting shall be deemed to constitute presence in person at such meeting.

     Section 1.4 Notice of Meetings. Written notice of each meeting of the Stockholders shall be given to each Stockholder entitled to vote in accordance with Section 7.2 of these By-Laws, at least ten (10) days and not more than ninety (90) days before the meeting. The notice shall state the place, day, and hour at which the meeting is to be held; in the case of a special meeting, the notice also shall state briefly the purpose or purposes of that special meeting. Only Stockholders who are entitled to vote at a meeting are entitled to notice and to attend the meeting.

     Section 1.5 Quorum. Except as otherwise specifically provided by law, by the Charter of the Corporation, or by these By-Laws, at each meeting of the Stockholders, the presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting constitutes a quorum. If

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less than a quorum is in attendance at the time for which the meeting has been called, the meeting may be adjourned from time to time by a majority vote of the Stockholders present in person or by proxy, without any notice other than by announcement at the meeting until a quorum is in attendance.

     Section 1.6 Conduct of Meetings. Each meeting of the Stockholders shall be presided over by a chairman. The chairman shall be the President of the Corporation or, if the President is not present, a Vice President, or, if none of these Officers is present, a person to be elected at the meeting. The Secretary of the Corporation or, if the Secretary is not present, any Assistant Secretary shall act as secretary of the meeting; in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting shall appoint a person to act as secretary of the meeting.

     Section 1.7 Voting.

          A. At each meeting of the Stockholders, every Stockholder entitled to vote at the meeting has one (1) vote for each share of Class A or Class B Common Stock standing in his or her name on the books of the Corporation on the date established for the determination of Stockholders entitled to vote at that meeting. With the exception of the election of directors where each class of stock shall vote separately as a class, in all other matters in which action is or may be taken by the stockholders, the Class A and Class B Stockholders shall be considered as one class of stock for voting purposes. A vote may be cast by a Stockholder either in person or by written proxy signed by the Stockholder or signed by the Stockholder’s duly authorized attorney in fact. Unless the written proxy expressly provides for a longer period, it shall bear a date not more than eleven (11) months prior to the meeting. The written proxy shall be dated, but need not be sealed, witnessed, or acknowledged.

          B. Except as otherwise specifically provided by law, by the Charter of the Corporation, by these By-Laws, or by any Shareholders’ Agreement then in effect, all elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting.

     Section 1.8 Informal Action by Stockholders. Any action required or permitted to be taken at any meeting of the Stockholders may be taken without a meeting pursuant to the provisions of Section 2-505 of the Corporations and Associations Article of the Maryland Code, as from time to time amended.

ARTICLE II
BOARD OF DIRECTORS

     Section 2.1 General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

     Section 2.2 Number and Term of Office. The number of Directors shall be five (5), or such other number as may be approved by the affirmative vote of the holders of seventy percent (70%) of all of the outstanding Class A and Class B Common Stock (voted together as though one class). However, the number of Directors may not be less than either the minimum required by law or the minimum, if any, required by the Charter of the Corporation. Directors need not be Stockholders. Except as otherwise provided in these By-Laws, the Directors shall be elected

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each year at the annual meeting of the Stockholders, and each Director shall serve until his or her successor is duly elected and qualifies.

     Section 2.3 Election of Directors by Class A and Class B Stockholders. The holders of the Class A Common Stock, to the exclusion of the holders of the Class B Common Stock, are entitled to nominate and elect three (3) directors by majority vote of the Class A Stockholders. Those directors shall be designated as the Class A Directors. In the event of the death, disability, removal, resignation, or refusal to act of any Class A Director, the holders of the Class A Common Stock, to the exclusion of the holders of the Class B Common Stock, are entitled to nominate and elect a new Class A Director to fill the vacancy created by that death, disability, removal, resignation, or refusal to act.

     The holders of the Class B Common Stock, to the exclusion of the holders of the Class A Common Stock, are entitled to nominate and elect two (2) directors by majority vote of the Class B Stockholders. Those directors shall be designated as the Class B Directors. In the event of the death, disability, removal, resignation, or refusal to act of any Class B Director, the holders of the Class B Common Stock, to the exclusion of the holders of the Class A Common Stock, are entitled to nominate and elect a new Class B Director to fill the vacancy created by that death, disability, removal, resignation, or refusal to act.

     Section 2.4 Removal of Directors.

          A. The Class A Stockholders may remove any Class A Director from office, with or without cause, by majority vote of the Class A Stockholders.

          B. The Class B Stockholders may remove any Class B Director from office, with or without cause, by majority vote of the Class B Stockholders.

     Section 2.5 Filling of Vacancies Created by An Increase in the Number of Directors.

          A. If a vacancy in the Board of Directors results from an increase in accordance with these By-Laws of the number of Directors, a majority of the entire Class A and Class B Board of Directors may elect the person to fill that vacancy.

          B. A Director elected to fill a vacancy shall serve until the next annual meeting of the Stockholders and, thereafter, until his or her successor is duly elected and qualifies.

     Section 2.6 Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held immediately following the annual Stockholders’ meeting at which a Board of Directors is elected. Regular meetings of the Board of Directors may be held, without notice, at such time and place as determined from time to time by resolution of the Board. However, notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each Director at least ten (10) days before the first meeting held pursuant to that resolution. Any business may be transacted at the annual meeting and at any regular meeting of the Board.

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     Section 2.7 Special Meetings. A special meeting of the Board of Directors may be called, at any time and for any purpose or purposes, by the President or by a Vice President. Additionally, a special meeting of the Board of Directors shall be called forthwith by the President or by the Secretary upon the written request of a majority of the Board of Directors. Written notice of each special meeting of the Board of Directors shall be given to each Director by mailing that notice, in accordance with Section 7.2 of these By-Laws, at least five (5) days before the meeting, or by faxing, e-mailing or hand-delivering that notice at least three (3) days before the meeting. Any business may be transacted at any special meeting of the Board. Any Director may, in writing, waive notice of the time, place, and purposes of any special meeting. Any special meeting may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of the reconvened meeting other than by announcement at the adjourned meeting.

     Section 2.8 Place of Meeting and Offices. The Board of Directors may hold its meetings, have one or more offices, and keep the books of the Corporation at such place or places, either within or without the State of Maryland, as determined from time to time by resolution of the Board of Directors. Members of the Board of Directors or a committee of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, and such participation in a meeting shall be deemed to constitute presence in person at such meeting.

     Section 2.9 Quorum/Voting. At each meeting of the Board of Directors, a majority of the entire Class A and Class B Board of Directors constitutes a quorum for the transaction of business. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time At each meeting of the Board of Directors, each Class A and Class B Director shall have one (1) vote. Except as otherwise specifically provided by law, by the Charter of the Corporation, by these By-Laws or by any Shareholders’ Agreement then in effect, all matters and questions to be decided by the Board of Directors shall be decided by majority vote of all of the Class A and Class B Directors present at any meeting at which there is a quorum.

     Section 2.10 Compensation of Directors. Unless otherwise approved by the Stockholders of the Corporation, Directors shall not receive any stated salary for their services as such. However, each Director is entitled to receive from the Corporation reasonable reimbursement of the expenses incurred by the Director in attending any annual, regular, or special meeting of the Board or of a committee of the Board. Nothing contained in this Section shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for that service.

     Section 2.11 Executive Committee. By resolution of at least 4 of the 5 Directors, the Board may appoint an executive committee consisting of two or more

     Section 2.12 Directors. The executive committee may exercise all of the powers and authority delegated to it by the Board of Directors.

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     Section 2.13 Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board may be taken without a meeting pursuant to the provisions of Section 2-408 of the Corporations and Associations Article of the Maryland Code, as from time to time amended.

ARTICLE III
OFFICERS

     Section 3.1 Election, Tenure, and Compensation. The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The Corporation shall have such other Officers e.g., one or more Executive Vice Presidents, Assistant Secretaries or Assistant Treasurers as the Board of Directors from time to time considers necessary for the proper conduct of the business of the Corporation. The Officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board. The President shall be a Director; the other Officers may, but need not be, Directors. Any two or more offices, except those of President and Vice President, may be held by the same person; however, no Officer may execute, acknowledge, or verify any instrument in more than one capacity if that instrument is required by law or by these By-Laws to be executed, acknowledged, or verified by two or more Officers. The compensation or salary paid all Officers of the Corporation may be fixed by resolutions of the Board of Directors.

     Section 3.2 Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation and shall have general charge and control of all its business affairs and properties. The President shall preside at all meetings of the Stockholders and Directors. The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a voting member of all standing committees. The President shall perform such other duties as from time to time are assigned to the President by the Board of Directors.

     Section 3.3 Powers and Duties of the Vice President. The Board of Directors may appoint one or more Vice Presidents. Each Vice President (except as otherwise provided by resolution of the Board of Directors) shall have the power to sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as from time to time are assigned to that Vice President by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by a Vice President; the taking of any action by any Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

     Section 3.4 Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Stockholders and Directors and all other notices required by law or by these By-Laws. The Secretary shall record all of the proceedings of the meetings of the Stockholders and of the Directors in books provided for that purpose and shall perform such other duties as from time to time are assigned to the Secretary by the Board of Directors or the President. The Secretary shall attest to or witness all instruments executed by or on behalf of the Corporation

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requiring same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary of a corporation, subject to the control of the Board of Directors and the President.

     Section 3.5 Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all of the Corporation’s money and other valuables in the name and to the credit of the Corporation in such depository or depositories as from time to time designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for those disbursements. The Treasurer shall render to the President and the Board of Directors, whenever either of them so requests, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation. In general, the Treasurer shall perform all the duties generally incident to the office of treasurer of a corporation, subject to the control of the Board of Directors and the President.

     Section 3.6 Assistant Secretary. The Stockholders or the President may appoint one or more Assistant Secretaries. Each Assistant Secretary (except as otherwise provided by resolution of the Board of Directors) shall have the power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as from time to time are assigned to that Assistant Secretary by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of that office shall be performed by an Assistant Secretary; the taking of any action by any Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

     Section 3.7 Assistant Treasurer. The Board of Directors may appoint one or more Assistant Treasurers. Each Assistant Treasurer (except as otherwise provided by resolution of the Board of Directors) shall have the power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as from time to time are assigned to that Assistant Treasurer by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of that office shall be performed by an Assistant Treasurer; the taking of any action by any Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

     Section 3.8 Subordinate Officers. The Corporation may have such subordinate officers as the Board of Directors from time to time deems advisable. Each subordinate officer shall hold office for such period and shall perform such duties as from time to time are prescribed by the Stockholders, the President, or the committee or officer designated pursuant to this Article.

ARTICLE IV
CAPITAL STOCK AND OTHER SECURITIES

     Section 4.1 Issue of Certificates of Stock. The Corporation may issue or sell any of its stock, including treasury stock, if approved by the affirmative vote of the holders of seventy

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percent (70%) or more of all of the outstanding Class A and Class B Common Stock (voting together, as though one class). The certificates for shares of the capital stock of the Corporation shall be of such form, not inconsistent with the Charter of the Corporation, as has been approved by the Board of Directors. All certificates shall be signed by the President or by a Vice President and countersigned by the Secretary or by an Assistant Secretary. Any signature or countersignature may be either manual or facsimile signature. All certificates for each class of stock shall be consecutively numbered. The name and address of the person owning the shares issued shall be entered in the Corporation’s books.

     Section 4.2 Transfer of Shares. Shares of the capital stock of the Corporation may be transferred on the books of the Corporation only by the holder of those shares, in person or by his or her attorney in fact, and only upon surrender and cancellation of certificates for a like number of shares. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates representing the same number of shares may be issued until the former certificate or certificates for the same number of shares have been so surrendered and canceled.

     Section 4.3 Registered Stockholders. The Corporation is entitled to treat the holder of record of any shares of stock as the holder in fact of those shares. Accordingly, the Corporation is not bound to recognize any equitable or other claim to, or interest in, those shares in the name of any other person, whether or not the Corporation has had express or other notice of that claim or interest, except as expressly provided by the laws of the State of Maryland.

     Section 4.4 Record Date and Closing of Transfer Books. The Board of Directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to Stockholders, including which Stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be more than ninety (90) days before the date on which the action requiring the determination will be taken. The transfer books may not be closed for a period longer than twenty (20) days. In the case of a meeting of Stockholders, the record date or the closing of the transfer books shall be at least ten (10) days before the date of the meeting.

     Section 4.5 Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. In its discretion and as a condition precedent to the issuance of a new certificate, the Stockholders may require the owner of the certificate or the owner’s legal representative to give bond, with sufficient surety, to indemnify the Corporation against any loss or claim that may arise by reason of the issuance of a new certificate.

     Section 4.6 Restrictions on Transfer. Notwithstanding any other provision of these By-Laws to the contrary, no securities issued by the Corporation may be transferred unless (a) said transfer is permitted by any Shareholders’ Agreement then in effect, and (b) (i) the securities are registered with the Securities and Exchange Commission and with the Division of Securities for the State of Maryland, or other jurisdiction, as appropriate, or (ii) the Corporation has received an opinion of counsel for the transferor or transferee, acceptable to counsel for the Corporation, that the transfer would not violate applicable state and federal securities laws,

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provided, however, that the restrictions set forth in clause (b) above, shall be deemed waived as to a specific transfer of securities in the event the Corporation transfers such securities on its books without having received either evidence of such registration or such opinion of counsel.

ARTICLE V
BANK ACCOUNTS AND LOANS

     Section 5.1 Bank Accounts.

          A. Such Officers or agents of the Corporation as from time to time have been designated by the Board of Directors or President shall have authority to deposit any funds of the Corporation in such financial institutions as from time to time have been designated by the Board of Directors or President. Such Officers or agents of the Corporation as from time to time have been designated by the Board of Directors or President shall have authority to withdraw any or all of the funds of the Corporation so deposited in a financial institution, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the Corporation, and made or signed by those designated Officers or agents.

          B. From time to time the Corporation shall certify to each financial institution in which funds of the Corporation are deposited, the signatures of the Officers or agents of the Corporation authorized to draw against those funds. Each financial institution with which funds of the Corporation are deposited is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts, or other instruments or orders for the payment of money, when drawn, made, or signed by Officers or agents so designated by the Board of Directors or President, until the financial institution has received written notice that the Board of Directors or President has revoked the authority of those Officers or agents.

          C. If the Board of Directors or President fails to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, as provided in this Section, all checks, drafts, and other instruments or orders for the payment of money shall be signed by the President or a Vice President.

     Section 5.2 Loans.

          A. Such Officers or agents of the Corporation as from time to time have been designated by the Board of Directors or President shall have authority: (i) to effect loans, advances, or other forms of credit at any time or times for the Corporation, from such banks, trust companies, institutions, corporations, firms, or persons, in such amounts and subject to such terms and conditions, as the Board of Directors or President from time to time have designated; and (ii) as security for the repayment of any loans, advances, or other forms of credit so authorized, to assign, transfer, endorse, and deliver either originally or in addition or substitution, any or all personal property, real property, stocks, bonds, deposits, accounts, documents, bills, accounts receivable, and other commercial paper and evidences of debt or other securities, or any rights or interests at any time held by the Corporation; and (iii) in connection with any loans, advances, or other forms of credit so authorized, to make, execute, and deliver one or more notes, mortgages, deeds of trust, financing statements, security agreements, acceptances, or written obligations of the Corporation, on such terms and with such provisions as to the security

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or sale or disposition of them as those Officers or agents deem proper; and (iv) to sell to, or discount or rediscount with, the banks, trust companies, institutions, corporations, firms, or persons making those loans, advances, or other forms of credit, any and all commercial paper, bills, accounts receivable, acceptances, and other instruments and evidences of debt at any time held by the Corporation, and, to that end, to endorse, transfer, and deliver the same.

          B. From time to time, the Corporation shall certify to each bank, trust company, institution, corporation, firm, or person so designated, the signatures of the Officers or agents so authorized. Each bank, trust company, institution, corporation, firm, or person so designated is authorized to rely upon such certification until it has received written notice that the Board of Directors or President has revoked the authority to those Officers or agents.

ARTICLE VI
INDEMNIFICATION

     Section 6.1 Indemnification to Extent Permitted by Law. The Corporation shall indemnify to the full extent permitted by law any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a Director, Officer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or is or was serving at the request of the Corporation as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or under any employee welfare benefit plan of the Corporation.

     Section 6.2 Payment of Expenses in Advance of Final Disposition of Action. Expenses (including attorneys’ fees) incurred in defending a civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of that action, suit or proceeding, on the conditions and to the extent permitted by law.

     Section 6.3 Non-Exclusive Right to Indemnity; Inures to Benefit of Heirs and Personal Representatives. The rights of indemnification set forth in this Article are in addition to all rights to which any Director, Officer, agent, trustee, administrator, or other fiduciary may be entitled as a matter of law, and shall continue as to a person who has ceased to be a Director, Officer, agent, trustee, administrator, or other fiduciary, and shall inure to the benefit of the heirs and personal representatives of that person.

     Section 6.4 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or is or was serving at the request of the Corporation as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or under any employee welfare benefit plan of the Corporation, against any liability asserted against and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the Corporation would

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have the power or would be required to indemnify that person against that liability under the provisions of this Article or the laws of this State.

     Section 6.5 Certain Persons not to be Indemnified. Notwithstanding the provisions of this Article, the Corporation may not indemnify: (i) any bank, trust company, investment adviser, or actuary against any liability which that entity or person may have by reason of acting as a “fiduciary” of any employee benefit plan (as that term is defined in the Employee Retirement Income Security Act, as amended from time to time) established for the benefit of the Corporation’s employees; or (ii) any person to the extent such indemnification would be contrary to Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, or any statute, rule or regulation of similar import.

ARTICLE VII
MISCELLANEOUS PROVISIONS

     Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be such as has been duly designated by the Board of Directors.

     Section 7.2 Notices.

          A. Except as otherwise provided by law or these By-Laws, whenever notice is required by law or these By-Laws, to be given to any Stockholder, Director or Officer, it shall be construed to mean either (i) written notice personally served against written receipt at the address that appears for that person on the books of the Corporation, or (ii) written notice transmitted by mail, facsimile or e-mail directed to the Stockholder, Director or Officer at the address or number that appears for that person on the books of the Corporation, which notice shall be deemed to be given at the time it is sent.

          B. All notices required by law or these By-Laws shall be given by the Secretary of the Corporation. If the Secretary is absent or refuses or neglects to act, the notice may be given by any person directed to do so by the President or, with respect to any meeting called pursuant to these By-Laws upon the request of any Stockholders or Directors, by any person directed to do so by the Stockholders or Directors upon whose request the meeting is called.

          C. Any Stockholder, Director or Officer may waive any notice required to be given under these By-Laws.

     Section 7.3 General Counsel. The Board of Directors may appoint a general counsel to have dominion over all matters of legal import concerning the Corporation. It shall be the duty of the Officers and the Directors to consult from time to time with the general counsel (if one has been appointed), as legal matters arise. The general counsel shall be given notice of all meetings of the Board of Directors, in the manner provided in Sections 2.5 and 2.6 of the By-Laws, and the general counsel shall be accorded the opportunity to attend those meetings for the purpose of consulting with and advising the Board of Directors on any matters of a legal nature. The general counsel to the Corporation shall be subject to removal and replacement by the Board of Directors.

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     Section 7.4 Corporate Seal. The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for their custody. Regardless of whether a seal is adopted by the Board of Directors, whenever the Corporation is required to place its corporate seal on a document, it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

     Section 7.5 Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Stockholders and Board of Directors and of any executive or other committee when exercising any of the powers or authority of the Board of Directors. The books and records of the Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form, but may be maintained in the form of a reproduction.

     Section 7.6 Bonds. The Board of Directors may require any Officer, agent, or employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his or her duties, with such surety and in such amount as is satisfactory to the Stockholders.

     Section 7.7 Severability. The invalidity of any provision of these By-Laws shall not affect the validity of any other provision, and each provision shall be enforced to the extent permitted by law.

     Section 7.8 Gender. Whenever used in these By-Laws, the masculine gender includes all genders.

ARTICLE VIII
AMENDMENTS

     Section 8.1 Unless otherwise provided in the Charter of the Corporation, the Stockholders, by the affirmative vote of seventy percent (70%) or more of the votes cast at a duly constituted meeting, and the Directors, by the affirmative vote of at least 4 of the 5 Directors, have full power and authority to amend, alter, supplement, or repeal these By-Laws, or any provision of them, at any annual meeting as part of the general business of that meeting, or at any special meeting for which the notice of that special meeting stated the substance of the proposed amendment, alteration, supplement, or repeal.

EX-3.73

Exhibit 3.73

CERTIFICATE OF INCORPORATION

of

L-3 CYTERRA CORPORATION

          The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

          FIRST. The name of the corporation is L-3 CyTerra Corporation (the “Corporation”).

          SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law or any successor statute.

          FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share.

          FIFTH. The name and mailing address of the incorporator is Elizabeth A. Cooper, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017.

          SIXTH. The board of directors of the Corporation, acting by majority vote, is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation.

          SEVENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereinafter prescribed by statute and all rights conferred upon stockholders herein are granted subject to this reservation.

          EIGHTH.

          1. To the fullest extent permitted by the Delaware General Corporation Law as the same now exists or may hereafter be amended, the Corporation shall indemnify, and advance expenses to, its directors and officers and any person who is or was serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Corporation, by action of its board of directors, may provide indemnification or advance expenses to employees and agents of the Corporation or other persons only on such terms and conditions and to the extent determined by the board of directors in its sole and absolute discretion.

          2. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article Eighth shall not be deemed exclusive of any other rights to which those

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seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

          3. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article Eighth.

          4. The indemnification and advancement of expenses provided by, or, granted pursuant to, this Article Eighth shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such officer or director. The indemnification and advancement of expenses that may have been provided to as employee or agent of the Corporation by action of the board of directors, pursuant to the last sentence of Paragraph 1 of this Article Eighth, shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person, after the time such person has ceased to be an employee or agent of the Corporation, only on such terms and conditions and to the extent determined by the board of directors in its sole discretion.

          NINTH. To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duties as a director. Any repeal or modification of this Article Ninth shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.

          IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on February 10, 2006.

/s/ Elizabeth A. Cooper  

Elizabeth A. Cooper 

Sole Incorporator 

EX-3.74

Exhibit 3.74

CyTerra Corporation

BY-LAWS

ARTICLE 1 — OFFICES

          The principal office of the Corporation in the State of Delaware is located at 100 West Tenth Street in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is called The Corporation Trust Company. The Corporation may also have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II — STOCKHOLDERS

          Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held in the Corporation’s offices in Waltham, Massachusetts, or at such other place within or without the State of Delaware, and at such time, as may be specified in the notice of meeting or waiver thereof, on the second Wednesday in May in each year or on such other date within six months of the end of the Corporation’s fiscal year as may be fixed by the Board of Directors.

          Section 2. Special Meetings. A special meeting of the stockholders of the Corporation, unless otherwise regulated by statute, may be called by the Chairman of the Board, the Chief Executive Officer or the President and shall be called by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or an Assistant Secretary when directed to do so by resolution of the Board of Directors at a duly convened meeting of the Board, or at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. On failure of any officer above specified to call such special meeting when duly requested, the signers of such request may call such special meeting over their own signatures. Special meetings shall be held at such place within or without the State of Delaware as may be specified in the call thereof. Business transacted at all special meetings shall be confined to the objects stated in the call.

          Section 3. Notice of Meetings. Written notice of every meeting of the stockholders shall be served by the Secretary or an Assistant Secretary, either personally or by mail upon each stockholder of record entitled to vote at such meeting, at least ten days before the meeting. If mailed, the notice of a meeting shall be directed to a stockholder at his or her last known post office address. The notice of every meeting of the stockholders shall state the purpose or purposes for which the meeting is called and the time when and the place where it is to be held.

          Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, at any meeting of the stockholders there must be present in person or by proxy the holders of record of a majority of all shares of stock issued and outstanding and entitled to vote upon any question to be considered at the meeting in order to constitute a quorum for the transaction of any business, but a lesser interest may adjourn the meeting from time to time

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without notice other than announcement at the meeting until a quorum be present, and thereupon any business may be transacted at the adjourned meeting which might have been transacted at the meeting originally called. Except as otherwise provided by law, or by the Certificate of Incorporation or by these By-Laws, the vote of a majority of the shares present and entitled to vote at a meeting shall decide any question brought before such meeting.

          Section 5. Voting. At every meeting of the stockholders, except as may be otherwise provided in the Certificate of Incorporation or in these By-Laws, every stockholder of the Corporation entitled to vote thereat shall be entitled to one vote for each share of stock entitled to vote standing in his or her name on the books of the Corporation at the time of the meeting, or, if a record date shall have been fixed as hereinafter provided, on such record date; but, except where the transfer books of the Corporation shall have been closed or a record date shall have been fixed, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the Corporation within 20 days next preceding such election of directors. No person may be elected a director unless his or her name shall have first been put before the meeting or the stockholders by nomination of one of the stockholders. Upon the demand of any stockholder entitled to vote, the vote for directors, or the vote upon any question before a meeting, shall be by ballot, but otherwise the method of voting shall be discretionary with the presiding officer at the meeting.

          Section 6. Presiding Officer and Secretary. At all meetings of the stockholders, the Chairman of the Board of the Corporation, or in his absence the Chief Executive Officer, the President, or a Vice President or if none be present, the appointee of the meeting, shall preside. The Secretary of the Corporation, or in his absence an Assistant Secretary, or if none be present the appointee of the Presiding Officer of the meeting, shall act as Secretary of the meeting.

          Section 7. Proxies. Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy, but no proxy shall be voted on after three years from its date, unless such proxy provides for a longer period. Every proxy must be executed in writing by the stockholder himself, or by his duly authorized attorney, and dated, but need not be sealed, witnessed or acknowledged. Proxies shall be delivered to the Secretary of the Corporation before the meeting or to the Judges at the meeting.

          Section 8. Judges. At each meeting of the stockholders at which the vote for directors or the vote upon any question before the meeting is taken by ballot, the polls shall be opened and closed by, and the proxies and ballots shall be received and taken in charge by, and all questions touching on the qualifications of voters and the validity of proxies and the acceptance and rejection of the same shall be decided by two Judges. Such Judges may be appointed by the Board of Directors before the meeting, but if no such appointment shall have been made, they shall be appointed by the meeting. If for any reason any Judge previously appointed shall fail to attend or refuse or be unable to serve, a Judge in his place shall be appointed by the meeting. Any appointment of Judges by the meeting shall be by per capita vote of the stockholders present and entitled to vote.

          Section 9. List of Stockholders. At least ten days prior to every election of directors a complete list of the stockholders entitled to vote at such election, arranged in alphabetical order and indicating the number of voting shares held by each, shall be prepared and

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certified by the Secretary or an Assistant Secretary. Such list shall be filed at the place where the election is to be held and shall, at all times during the usual hours for business and during the whole time of said election, be opened to the examination of any stockholder.

ARTICLE III — DIRECTORS

          Section 1. Number, Election and Tenure. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or by these By-Laws, the power, business, property and affairs of the Corporation shall be exercised and managed by a board of directors who may exercise all of the powers of the Corporation. The Board of Directors shall consist of not less than three nor more than seven directors, provided, however, that the number of directors shall be fixed at not less than two whenever there shall be only two stockholders and not less than one whenever there shall be only one stockholder. Within the limits specified, the number of directors shall be determined (a) by a vote of the stockholders at the annual meeting, or (b) by a vote of the stockholders at a special meeting called for the purpose by the Board of Directors, or (a) by vote of the Board of Directors. Except for the initial directors and except as provided in Section 2, the directors shall be elected at the annual meeting of the stockholders or at a special meeting by a plurality of the votes cast. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, or until his earlier death, resignation, retirement, disqualification or removal. No director need be a stockholder. No director need be a stockholder.

          Section 2. Vacancies. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall be elected for the same remaining term as that of his predecessor in office. Any additional director of any class elected to fill a vacancy resulting from an increase in any such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

          Section 3. Resignations. Any director may resign from his office at any time by delivering his or her resignation in writing to the Corporation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

          Section 4. Meetings. The Board of Directors may hold its meetings in such place or places within or without the State of Delaware as the Board from time to time by resolution may determine or as shall be specified in the respective notices or waivers of notice thereof, and the directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, not inconsistent with these By-Laws, as they may deem proper. An annual meeting of the Board for the election of officers shall be held within three days following the day on which the annual meeting of the stockholders for the election of directors shall have been held. The Board of Directors from time to time by resolution may fix a time and place (or varying times and places) for the annual and other regular meetings of the Board;

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provided, that, unless a time and place is so fixed for any annual meeting of the Board, the same shall be held immediately following the annual meeting of the stockholders at the same place at which such meeting shall have been held. No notice of the annual or other regular meetings of the Board need be given. Other meetings of the Board of Directors shall be held whenever called by the President or by any two of the directors for the time being in office; and the Secretary or an Assistant Secretary shall give notice of each such meeting to each director by mailing the same not later than the second day before the meeting, or personally or by telegraphing, cabling or telephoning the same not later than the day before the meeting. No notice of a meeting need be given if all directors are present in person. Any business may be transacted at any meeting of the Board of Directors, whether or not specified in a notice of the meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.

          Section 5. Quorum. Except as may be otherwise specifically provided by law, the Restated Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If there be less than a quorum at any meeting of the Board of Directors, a majority of those present (or if only one be present, then that one) may adjourn the meeting from time to time, without notice other than announcement at the meeting which shall be so adjourned, until a quorum shall be present.

          Section 6. Compensation of Directors. The Board of Directors shall have the power to fix the compensation of directors and members of committees of the Board. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors, as well as a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          Section 7. Committees. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, from time to time designate an Executive Committee and such other committee or committees as it may determine, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise any powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have the power to authorize the seal of the corporation to be affixed to all papers which may require it. Any action required or permitted to be taken at any meeting of the committee may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of such committee, and such written consent is filed with the minutes of proceedings of the committee.

ARTICLE IV — OFFICERS AND AGENTS

          Section 1. General Provisions. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Treasurer and a Secretary, and may include a Chief Financial Officer, a General Counsel, one or more Vice Presidents, one or

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more Assistant Treasurers, one or more Assistant Secretaries and such additional officers as the Board of Directors may designate from time to time, all of whom shall be appointed by the Board of Directors as soon as may be after the election of directors in each year. Any two or more offices, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. Each of such officers shall serve until the annual meeting of the Board of Directors next succeeding his or her appointment and until his or her successor shall have been chosen and shall have qualified, The Board of Directors may appoint such officers, agents and employees as it may deem necessary or proper, who shall respectively have such authority and perform such duties as may from time to time be prescribed by the Board of Directors. All officers, agents and employees appointed by the Board of Directors shall be subject to removal at any time by the affirmative vote of a majority of the whole Board. Other agents and employees may be removed at any time by the Board of Directors, by the officer appointing them, or by any other superior upon whom such power of removal may be conferred by the Board of Directors. The salaries of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer.

          Section 2. The Chairman of the Board. The Chairman of the Board shall have the duties and powers specified in these By-laws and shall have such other duties and powers as may be determined by the Board. Unless the Board of Directors otherwise specifies, the Chairman of the Board shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the Board of Directors.

          Section 3. The Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation. Subject to the control of the Board of Directors, he or she shall have general charge of the business and affairs of the Corporation and shall keep the Board of Directors fully advised. At the direction of the Board of Directors, he or she shall have power in the name of the Corporation and on its behalf to execute any and all deeds, mortgages, contracts, agreements and other instruments in writing. He or she shall employ and discharge employees and agents of the Corporation, except such as shall hold their offices by appointment of the Board of Directors, but he or she may delegate these powers to other officers as to employees under their immediate supervision. He or she shall have such powers and perform such duties as generally pertain to the office of President, as well as such further powers and duties as may be prescribed by the Board of Directors, The Chief Executive Officer shall have full power and authority on behalf of the Corporation to execute any stockholders’ consents and to attend and act and to vote in person or by proxy at any meetings of stockholders of any corporation in which the Corporation may own stock, and at any such meeting shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

          Section 4. The President. The President shall perform such of the duties of the Chief Executive Officer of the Corporation on behalf of the Corporation as may be assigned to him or her from time to time by the Board of Directors or the Chief Executive Officer. In the absence or inability of the Chief Executive Officer to act, the President shall have and possess all

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of the powers and discharge all of the duties of the Chief Executive Officer, subject to the control of the Board of Directors.

          Section 5. Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe, and shall perform such other duties as may be prescribed in these By-Laws. In the absence or inability to act of the Chief Executive Officer or the President, the Vice President next in order as designated by the Board of Directors or, in the absence of such designation, senior in length of service in such capacity who shall be present and able to act, shall perform all the duties and may exercise any of the powers of the Chief Executive Officer or the President, subject to the control of the Board of Directors. The performance of any duty by a Vice President shall be conclusive evidence of his power to act.

          Section 6. Chief Financial Officer. The Board of Directors may appoint an officer to serve as the Chief Financial Officer of the Corporation. If appointed, the Chief Financial Officer shall be responsible for the financial records and affairs of the Corporation and shall have such further powers and duties as are incident to the position of Chief-Financial Officer, subject to the direction of the Chief Executive Officer and the Board of Directors. The Chief Financial Officer shall supervise the activities of the Treasurer of the Corporation, who shall be subordinate to and report to the Chief Financial Officer.

          Section 7. General Counsel. The Board of Directors may appoint an officer to serve as the General Counsel of the Corporation. If appointed, the General Counsel shall be the chief legal officer of the Corporation and shall be responsible for all legal affairs of the Corporation, and shall have such further powers and duties as are incident to the position of General Counsel.

          Section 8. The Treasurer. The Treasurer shall have the care and custody of all funds and securities of the Corporation which may come into his or her hands and shall deposit the same to the credit of the Corporation in such bank or banks or other depository or depositories as the Board of Directors may designate. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He or she shall be subordinate to and responsible to officer who is designated Chief Financial Officer by the Board of Directors. He or she shall render an account of his transactions to the Board of Directors as often as they shall require the same and shall at all reasonable times exhibit the Corporation’s books and accounts to any director; shall cause to be entered regularly in books kept for that purpose full and accurate account of all moneys received and paid by the Treasurer on, account of the Corporation; and shall, have such further powers and duties as are incident to the position of Treasurer, subject to the control of the Board of Directors. The Treasurer may be required by the Board of Directors to give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board may require.

          Section 9. The Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of the stockholders and shall attend to the giving and serving of all notices of the Corporation. The Secretary shall have custody of the seal of the Corporation and shall affix the seal to all certificates of shares of stock of the Corporation and to such other

7

papers or documents as may be proper and, when the seal is so affixed, he or she shall attest the same by his or her signature wherever required. He or she shall have charge of the stock certificate book, transfer book and stock ledger, and such other books and papers as the Board of Directors may direct. He or she shall, in general, perform all the duties, of Secretary, subject to the control of the Board of Directors.

          Section 10. Assistant Treasurers. In the absence or inability of the Treasurer to act, any Assistant Treasurer may perform all the duties and exercise all of the powers of the Treasurer, subject to the control of the Board of Directors. The performance of any such duty shall be conclusive evidence of his or her power to act. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may from time to time assign to him.

          Section 11. Assistant Secretaries. In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary, subject to the control of the Board of Directors. The performance of any such duty shall be conclusive evidence of his or her power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may from time to time assign to him or her.

          Section 12. Other Officers. Other officers shall perform such duties and have such powers as may from time to time be assigned to them by the Board of Directors.

          Section 13. Delegation of Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may confer, for the time being, the powers or duties, or any of them, of such officer upon any other officer, or upon any director.

ARTICLE V — CAPITAL STOCK

          Section 1. Certificate for Shares. Certificates for shares of stock of the Corporation certifying the number and class of shares owned shall be issued to each stockholder in such form not inconsistent with the Certificate of Incorporation and these By-Laws, as shall be approved by the Board of Directors. The certificates for the shares of each class shall be numbered and registered in the order in which they are issued and shall be signed by the Chairman, the Chief Executive Officer, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and the seal of the Corporation shall be affixed thereto. All certificates exchanged or returned to the Corporation shall be cancelled.

          Section 2. Transfer of Shares of Stock. Transfers of shares shall be made only upon the books of the Corporation by the holder, in person or by power of attorney lawfully constituted in writing, and on the surrender of the certificate or certificates for such shares properly assigned. The Board of Directors shall have the power to make all such rules and regulations, not inconsistent with the Certificate of Incorporation and these By-Laws, as they may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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          Section 3. Lost, Stolen or Destroyed Certificates. The Board of Directors, in their discretion, may require the owner of any certificate of stock alleged to have been lost, stolen or destroyed, or his or her legal representatives, to give the Corporation a bond in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate, as a condition of the issue of a view certificate of stock in the place of any certificate theretofore issued alleged to have been lost, stolen or destroyed. Proper and legal evidence of such loss, theft or destruction shall be procured for the Board, if required. The Board of Directors, in their discretion, may refuse to issue such new certificate, save upon the order of some court having jurisdiction in such matters.

          Section 4. Closing of Transfer Books: Record Date. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding 50 days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding 50 days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

          Section 5. Maintenance of Stock Ledger. The original or a duplicate stock ledger containing the names and addresses of the stockholders, and the number of shares held by them, respectively, shall at all times, during the usual hours for business, be open to the examination of every stockholder at the principal office or place of business of the Corporation in the State of Delaware.

ARTICLE VI — SEAL

          The seal of the Corporation shall consist of a flat-faced circular die with the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware” inscribed thereon.

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ARTICLE VII — WAIVER

          Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or By-Laws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII — CHECKS, NOTES, DRAFTS, ETC.

          Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors shall from time to time determine.

ARTICLE IX — AMENDMENTS

          These By-Laws, or any of them, may be altered, amended or repealed, and new By-Laws may be adopted, (1) by the stockholders, at any annual meeting, or at any special meeting called for that purpose, as provided and subject to the limitations set forth in the Certificate of Incorporation or (2) by the Board of Directors, (a) at any duly convened meeting by a majority vote of the whole Board, or (b) without a meeting by prior written consent signed by all members of the Board and filed with the minutes of proceedings of the Board, but any such action of the Board of Directors may be amended or repealed by the stockholders at any annual meeting or any special meeting called for that purpose as provided and subject to the limitations set forth in the Certificate of Incorporation. The time and place, as fixed by these By-Laws, of the annual meeting of the stockholders for the election of directors shall not be changed within 60 days next before the day on which the election is to be held, and a notice of any change shall be given to each stockholder entitled to vote there at least 20 days before the election is held, in person or by letter mailed to his last known post office address.

EX-3.75

Exhibit 3.75

ARTICLES OF INCORPORATION
OF
NAUTRONIX, INC.

     ONE: The name of this corporation is NAUTRONIX, INC.

     TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

     THREE: The name and address in this state of the corporation’s initial agent for service of process is Randall L. Jones, 6868 Nancy Ridge Drive, Suites A & B, San Diego, California 92121.

     FOUR: This corporation is authorized to issue only one class of shares of stock; and the total number of shares authorized is one Hundred Thousand (100,000).

DATED: November 29, 1989

/s/ Robert P. Lowell  

ROBERT P. LOWELL, Incorporator 

     I declare that I am the person who executed the above Articles of Incorporation and such instrument is my act and deed. I declare under penalty of perjury that the foregoing is true and correct. Executed at San Diego, California, this 29th day of November, 1989.

/s/ Robert P. Lowell  

ROBERT P. LOWELL 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

NAUTRONIX, INC.

* * * * * * * *

     We, Christopher C. Cambria the Vice President, Secretary and Stephen M. Souza the Vice President, Treasurer of Nautronix, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

     1. That they are the Vice President, Secretary and the Vice President, Treasurer, respectively, of Nautronix, Inc., a California corporation.

     2. That an amendment to the articles of incorporation of this corporation has been approved by the board of directors.

     3. The amendment so approved by the board of directors is as follows:

     Article I of the amended and restated articles of incorporation of this corporation is amended to read as follows:

     The name of the corporation is L-3 Communications Dynamic Positioning and Control Systems, Inc.

     4. That the shareholders have adopted said amendment by written consent. That the wording of said amendment as approved by written consent of the shareholders is the same as that set forth above. That said written consent was signed by the holders of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporation Code.

     5. That the designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or give written consent to said amendment for approval thereof are as follows:

	Number of shares	Minimum
	outstanding entitled	percentage vote
Designation	to vote	required to approve*
Common Stock	1,000	More than 50 percent voting as a single class

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     6. That the number of shares of common stock which gave written consent in favor of said amendment equaled or exceeded the minimum percentage vote required of each class entitled to vote, as set forth above.

     7. That this certificate shall become effective on June 30, 2006.

     Each of the undersigned declares under penalty of perjury under the laws of the State of California that the statements contained in the foregoing certificate are true of their own knowledge.

     Executed at 600 Third Avenue New York NY 10016 on June 29, 2006.

/s/ Stephen M. Souza  

Stephen M. Souza 

Vice President, Treasurer 

/s/ Christopher C. Cambria  

Christopher C. Cambria 

Vice President, Secretary 

EX-3.76

Exhibit 3.76

BYLAWS OF

NAUTRONIX, INC.

ARTICLE I

OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office for the transaction of the business of the corporation is hereby fixed and located at 6868 Nancy Ridge Drive, Suites A & B, San Diego, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said County. Any such change shall be noted on the Bylaws of the Secretary opposite this Section, or this Section may be amended to state the new location.

     SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established at any time by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

SHAREHOLDERS’ MEETING

     SECTION 1. PLACE. All annual meetings of Shareholders and all other meetings of Shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.

     SECTION 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be held on a date and time as set forth by the President no later than 120 days after the close of the corporation’s year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, at which time the Shareholders shall elect by plurality vote a Board Of Directors, consider reports of the affairs of the corporation and transact such other business as may properly be brought before the meetings.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called for any purpose or purposes whatsoever at any time by (a) the President, (b) the Board of Directors, (a) any two (2) or more members of said Board or (d) one (1) or more Shareholder(s) holding not less than one-tenth (1/10) of the voting power of the corporation.

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               Upon request in writing to the Chairman of the Board, President, Vice President or Secretary by any person or persons (other than the Board) entitled to call a special meeting of Shareholders, the officer receiving the request shall forthwith cause notice to be given to the Shareholders entitled to vote in accordance with ARTICLE II, SECTIONS 4 and 5 below, that a meeting will be held at a time requested by the person or persons calling the meeting not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice. Nothing contained in this Section shall limit or affect the time when a meeting of Shareholders called by action of the Board of Directors may be held.

     SECTION 4. NOTICE OR SHAREHOLDERS’ MEETING. All notice of meetings of Shareholders shall be sent or otherwise given not less than 10 or more than 60 days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted or (b) in the case of the annual meeting, the matters which the Board of Directors intends at the time of giving the notice to present for action by the Shareholders. The notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom management intends at the time of the notice to present for election.

               If action is proposed to be taken at any meeting for approval of (a) a contract or transaction in which a Director has a direct or indirect financial interest pursuant to Section 310 of the Corporations Code of the State of California (hereinafter referred to as “Corporations code”), (b) an amendment of the Articles of Incorporation pursuant to Section 902 of the Corporations Code, (c) a reorganization of the corporation pursuant to Section 1201 of the Corporations Code or (d) a voluntary dissolution of the corporation pursuant to Section 1900 of the Corporations Code, the notice shall also state the general nature of that proposal.

     SECTION 5. MANNER OP GIVING NOTICE; AFFIDAVIT OP NOTICE. Notice of any meeting of Shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the corporation or given by the Shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that Shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

               If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the corporation is returned to the corporation by the United States postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing, provided these notices or reports shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

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               An affidavit of the mailing or other means of giving any notice of any Shareholder’s meeting shall be executed by the Secretary, Assistant Secretary or any transfer agent of the corporation giving the notice and shall be filed and maintained in the minute book of the corporation.

     SECTION 6. WAIVER OF NOTICE BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice IF A QUORUM BE PRESENT, either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote but not present in person or by proxy, signs (a) a written waiver or notice, (b) a consent to the holding of such meeting or (c) an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

               Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

     SECTION 7. PROXIES. Every Shareholder entitled to vote or to execute consents may do so, either in person or by written proxy executed in accordance with the provisions of Section 705 of the Corporations Code and filed with the Secretary of the corporation.

     SECTION 8. ADJOURNED MEETING AND NOTICE THEREOF. Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting.

               When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless a new record date for the adjourned meeting is fixed or unless the adjournment is for more than 45 days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of ARTICLE II, SECTIONS 4 and 5. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

     SECTION 9. VOTING. Unless a record date set for voting purposes be fixed as provided in ARTICLE VII, SECTION 1, of these Bylaws, then subject to the provisions of Section 702 to Section 704, inclusive, of the Corporations Code, only persons in whose names shares entitled to vote stand on the stock records of the corporation at the close of business on the business day next preceding the day on which notice is given (or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held) shall be entitled to vote at such meeting. Any Shareholder entitled to vote on any matter (other than

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elections of Directors or Officers) may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the Shareholder fails to specify the number of shares such Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all shares such Shareholder is entitled to vote. Such vote may be by voice vote or by ballot; provided, however, that all elections for Directors must be by ballot upon demand by a Shareholder at any election and before the voting begins.

     SECTION 10. QUORUM. At all meetings of the Shareholders for the transaction of business, the holders of a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall be required and shall constitute a quorum except as otherwise provided by (a) law, (b) the Articles of Incorporation or (c) these Bylaws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     SECTION 11. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any Shareholder giving a written consent, or the Shareholder’s proxy holders, or a transferee of the shares or a personal representative of the Shareholder or his respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

               If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the Shareholders without a meeting. This notice shall be given in the manner specified in ARTICLE II, SECTION 5. In the case of approval of (a) contracts or transactions in which a Director has a direct or indirect financial interest pursuant to Section 310 of the Corporations Code, (b) indemnification of agents of the corporation pursuant to Section 317 of the Corporations Code, or (c) a reorganization of the corporation pursuant to Section 1201 of the Corporations Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

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     SECTION 12. INSPECTORS OF ELECTION. Before any meeting of Shareholders the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are appointed, the chairman of the meeting may, and on the request of any Shareholder or his proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more Shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors before the meeting or by the chairman at the meeting.

               The duties of these inspectors shall be as follows:

          (a) determine the number of shares outstanding and the voting power of: the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

          (b) receive votes, ballots or consents;

          (c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

          (d) count and tabulate all votes or consents;

          (e) determine the election result; and

          (f) do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

ARTICLE III

DIRECTORS, MANAGEMENT

     SECTION 1. POWERS. Subject to the limitation of (a) the Articles of Incorporation, (b) the Bylaws and (c) the laws of the State of California as to action to be authorized or approved by the Shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, a Board of Directors.

     SECTION 2. NUMBER AND QUALIFICATION. The authorized number of Directors shall be two (2) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by approval of the outstanding shares. In the event that the number of Directors is, or at any time becomes, five (5) or more, then an amendment reducing the number of Directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote.

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     SECTION 3. ELECTION AND TENURE. The Directors shall be elected by ballot at the annual meeting of the Shareholders to serve for one (1) year and until their successors are elected and have qualified. Their term of office shall begin immediately after election.

     SECTION 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by approval of the Shareholders. Each Director so elected shall hold office until his successor is elected at an annual meeting of the Shareholders or at a special meeting called for that purpose.

               The Shareholders may elect a Director at any time to fill any vacancy not filled by the Director and may elect the additional Directors at the meeting at which an amendment of the Bylaws is voted authorizing an increase in the number of Directors.

               A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director or, if (a) the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony, (b) the Shareholders shall increase the authorized number of Directors but shall fail to duly elect the additional Director so provided for or (C) the Shareholders fail at any time to elect the full number of authorized Directors.

               If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders shall have the power to elect a successor to take office when the resignation shall become effective.

               No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

     SECTION 5. REMOVAL. The entire Board of Directors or any individual Director may be removed from office as provided by Section 303 of the Corporations Code.

     SECTION 6. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors may be held at any place within the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

     SECTION 7. ANNUAL MEETINGS. The annual meetings of the Board of Directors shall be held immediately following the adjournment of the annual meeting of the Shareholders for the purpose of electing Officers and the transaction of other business. Notice of such meeting is hereby dispensed with.

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     SECTION 8. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on call of the President. The President shall give notice of such meetings in the manner provided for Special Meetings set forth in ARTICLE III, SECTION 9.

     SECTION 9. SPECIAL MEETINGS-NOTICE. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable or refuses to act, by any Vice President or by any two (2) Directors.

               Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges prepaid, addressed to each Director at the Director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least 48 hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director which the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principle executive office of the corporation.

     SECTION 10. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or, wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting the lack of notice to that Director before the meeting or at its commencement.

     SECTION 11. ADJOURNMENT. A majority of the Directors present whether or not constituting a quorum, may adjourn any meeting to another time and place.

     SECTION 12. NOTICE OP ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting in the manner specified in ARTICLE III, SECTION 9, to the Directors who were not present at the time of the adjournment.

     SECTION 13. QUORUM. A majority of the authorized number of Directors shall constitute a quorum of the transaction of business, except to adjourn as provided in ARTICLE III, SECTION 11. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the Corporations Code (as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Section 311 of the Corporations Code (as to appointment of committees), and Section 317(e) of the Corporations Code (as to indemnification of Directors). A meeting at which a quorum is

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initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     SECTION 14. DIRECTORS’ ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors under and pursuant to the Corporations Code may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed which relates to action taken by the Board of Directors by unanimous written consent shall state that it was by action of the Board of Directors by unanimous written consent and without a meeting and that said action is authorized by ARTICLE III, SECTION 14, and is in accordance with Section 307(c) of the Corporations Code. The Board of Directors may consent in writing, individually or collectively, to any and all action which they could properly take at a regular Directors’ meeting.

     SECTION 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any Director form serving the corporation in any other capacity as an Officer, agent, employee or otherwise, and receiving compensation for such services.

ARTICLE IV

COMMITTEES

     SECTION 1. COMMITTEES OP DIRECTORS. The Board of Directors may, by resolution adopt by a majority of the authorized number of Directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

          (a) the approval of any action which, the Corporations Code, also requires Shareholders’ approval or approval of the outstanding shares;

          (b) the filling of vacancies on the Board of Directors or on any committee;

          (c) the fixing of compensation of the Directors for serving on the Board or on any committee;

          (d) the amendment or repeal of Bylaws or the adoption of new Bylaws;

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          (e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

          (f) a distribution to the Shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

          (g) the appointment of any committee of the Board of Directors or the members thereof.

     SECTION 2. MEETINGS AND ACTION. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of ARTICLE III, SECTION 6 (Place of Meetings and Meetings by Telephone), 8 (Other Regular Meetings), 9 (Special Meetings — Notice), 13 (Quorum), 10 (Waiver of Notice), 11 (Adjournment), 12 (Notice of Adjournment) and 14 (Directors Action by Written Consent), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined by resolution of the Board of Directors as well as the committee. Special meetings of committees may also be called by resolutions of the Board of Directors and notice of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

     SECTION 1. OFFICERS. The Officers of the corporation shall be a President, a Vice President, a Secretary and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers and such other Officers as may be appointed in accordance with the provisions of ARTICLE V, SECTION 3. One (1) person may hold two (2) or more offices.

     SECTION 2. ELECTION. The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of ARTICLE V, SECTION 3 or SECTION 5, shall be chosen annually by the Board of Directors; and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve or his successor shall be elected and qualified.

     SECTION 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

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     SECTION 4. REMOVAL AND RESIGNATION. Any Officer may be removed, either with or without cause, by a majority of the Directors at any regular or special meeting of the Board; or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

               Any Officer may resign at any time by given written notice to the Board of Directors or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed by the Bylaws for regular appointments to such office.

     SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an Officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, the Chairman of the Board shall, in addition, be the chief executive officer of the corporation and shall have the powers and duties prescribed in ARTICLE V, SECTION 7.

     SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business affairs of the corporation. He shall (a) preside at all meetings of the Shareholders and, in the absence of the Chairman of the Board, or, if there be none, at all meetings of the Board of Directors, (b) be an ex-officio member of all the standing committees, including the executive committee, if any, (c) have the general powers and duties of management usually vested in the office of President of a corporation and (d) have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

     SECTION 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. The Vice Presidents shall have such powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

     SECTION 9. SECRETARY. The Secretary shall keep, or cause to be kept, a Book of Minutes at the principal office (or such other place as the Board of Directors may order) of all meetings of Directors and Shareholders with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meeting and the proceedings thereof.

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               The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses, the number and classes of shares held by each and the number and date of cancellation of every certificate surrendered for cancellation

               The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

     SECTION 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any Director.

               The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND OTHER AGENTS

     The corporation shall, to the maximum extent permitted by the Corporations Code, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. For purposes of this Article, an “agent” of the corporation includes any person who is or was a Director, Officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

ARTICLE VII

MISCELLANEOUS

     SECTION 1. RECORD DATE. The Board of Directors may fix a time in the future not exceeding 30 days prior to (a) the date of any meeting of Shareholders, (b) the date fixed for

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the payment of any dividend or distribution or for the allotment of rights or (c) when any change or conversion or exchange of shares shall go into effect as a record date for the determination of the Shareholders entitled to receive any such dividends, distribution or allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares; and in such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution or allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares; and in such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution or allotment notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the Whole or any part of any such period.

     SECTION 2. INSPECTION OF RECORDS. The share register or duplicate share register, the books of account, and minutes of proceedings of the Shareholders and Directors and of the executive and other committees of the Directors shall be open to inspection upon the written demand of any Shareholder or holder of a voting trust certificate at any reasonable time and for a purpose reasonably related to his interests as a Shareholder or as a holder of a voting trust certificate. Any of the same shall be exhibited at any time when required at any Shareholders’ meeting by the demand of that Shareholder or those Shareholders owning at least five percent (5%) of the shares of represented at the meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a Shareholders’ meeting shall be made in writing upon the President, Secretary, Assistant Secretary or general manager of the corporation.

     SECTION 3. FINANCIAL STATEMENTS. A copy of the annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for 12 months and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder.

               Any Shareholder or Shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation for an income statement of the corporation for the 3-month, 6-month, or 9-month period of the then current fiscal year ended more than 30 days prior to the date of the request, and a balance sheet of the corporation as of the end of such period. The Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within 30 days after the receipt of such request. If the corporation has not sent to the Shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to such Shareholder or Shareholders within 30 days after such request.

               The corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semiannual or quarterly income statement which it has prepared and a balance sheet as of the end of such period.

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               The quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized Officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

     SECTION 4. INSPECTION BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind an the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

     SECTION 5. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the period commencing on July 1st and ending on December 31st in each year, file with the Secretary of State of California, on the prescribed form, a statement setting forth the authorized number of Directors, the name and complete business or residence addresses of all incumbent Directors, the name and complete business or residence addresses of the Chief Executive Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code.

     SECTION 6. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issue in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

     SECTION 7. ANNUAL REPORT OP SHAREHOLDERS. The annual report of Shareholders referred to in Section 1501 of the Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the corporation as they consider appropriate.

     SECTION 8. CONTRACTS, ETC., HOW EXECUTED. The Board of Directors, except as otherwise provided in the Bylaws, may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

     SECTION 9. CERTIFICATE OF STOCK. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each Shareholder when any such shares are fully paid. All such certificates shall be signed by the President or Vice President and the Secretary or an Assistant Secretary or authenticated by facsimiles of the signatures of the President and Secretary or by a facsimile of the signature of the President and the written signature of the Secretary or an Assistant Secretary. Each certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and must be registered

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by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers before issuance. Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board of Directors or the Bylaws may provide; provided, however, that any such certificate so issued prior to full payment shall state on its face the amount of remaining Unpaid balance and the terms of payment thereof.

     SECTION 10. LOST CERTIFICATES. Except as hereinafter in this section provided, no new certificates for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

     SECTION 11. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or any Vice President and the Secretary or Assistant Secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said Officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such Officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said Officers.

     SECTION 12. INSPECTION OF BYLAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

     SECTION 13. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation, trust or partnership as well as a natural person.

ARTICLE VIII

AMENDMENTS

     SECTION 1. POWER OF SHAREHOLDERS. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote of Shareholders entitled to exercise a majority of the voting power of the corporation or by written assent of such Shareholders, except as otherwise provided by law.

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     SECTION 2. POWER OF DIRECTORS. Subject to the right of the Shareholders as provided in ARTICLE VIII, SECTION 1, to adopt, amend or repeal Bylaws, Bylaws other than a Bylaw or amendment thereof changing the authorized number of Directors, may be adopted, amended or repealed by the Board of Directors.

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, being the Directors of NAUTRONIX, INC. hereby assents to the foregoing Bylaws and adopts same as the Bylaws of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand as of the 7th day of February, 1990.

/s/ Randall L. Jones  

RANDALL L. JONES 

/s/ Alan Tribe  

ALAN TRIBE 

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CERTIFICATE OF SECRETARY

     I, the undersigned, do hereby certify:

     (1) That I am the duly elected and acting Secretary of NAUTRONIX, INC., a California corporation, and

     (2) That the foregoing Bylaws, comprising 20 pages, including this page, constitute the Bylaws of said corporation, as duly adopted at a meeting of the Board of Directors thereof duly held as of February 7, 1990.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the corporation as of February 7, 1990.

/s/ Randall L. Jones  

RANDALL L. JONES 

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EX-3.77

Exhibit 3.77

CERTIFICATE OF INCORPORATION

OF

EOTECH ACQUISITION CORP.

ARTICLE I

          The name of this corporation is EOTech Acquisition Corp. (the “Corporation”).

ARTICLE II

          The registered agent and the address of the registered office in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle.

ARTICLE III

          The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

ARTICLE IV

          The Corporation is authorized to issue one class of stock to be designated Common Stock (“Common Stock”). The total number of shares of capital stock this Corporation is authorized to issue is ten thousand (10,000). The Common Stock shall have a par value of $.01 per share.

ARTICLE V

          The Board of Directors is authorized to adopt, amend or repeal the Bylaws of the Corporation. Election of directors need not be by ballot.

ARTICLE VI

          The name and mailing address of the incorporator is:

          A. Verona Dorch

          Pillsbury Winthrop LLP

          1600 Tysons Boulevard

          McLean, VA 22102

ARTICLE VII

          The Corporation reserves the right to adopt, repeal, rescind or amend in any respect any provisions contained in this Certificate of Incorporation in the manner now or

2

hereafter prescribed by applicable law, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE VIII

          To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages of breach of fiduciary duty as director.

          (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director, officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

          (b) Right to Advancement of Expenses. The right to indemnification conferred in paragraph (a) of this Article shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article or otherwise.

3

          (c) Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in paragraphs (a) and (b) of this Article shall be contract rights. If a claim under paragraph (a) or (b) of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the Corporation.

          (d) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the Corporation’s certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

          (e) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

          (f) Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

4

          (g) Amendment. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of the Corporation’s Certificate of incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

          I, THE UNDERSIGNED, being the incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Laws of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of July, 2002.

/s/ A. Verona Dorch  

A. Verona Dorch 

Incorporator 

5

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EOTECH ACQUISITION CORP.

          The undersigned hereby certifies that:

          FIRST: The name of the corporation is EOTech Acquisition Corp., a Delaware corporation (the “Corporation”).

          SECOND: The Certificate of Incorporation of the Corporation, filed on July 23, 2002 (the “Certificate”), is hereby amended by striking out Article IV thereof and by substituting in lieu of said Article the following new Article:

“ARTICLE IV: The Corporation is authorized to issue one class of stock to be designated Common Stock (“Common Stock”). The total number of shares of capital stock this Corporation is authorized to issue is three million (3,000,000). The Common Stock shall have a par value of $.01 per share.”

          THIRD: The Corporation has not received any payment for any of its stock.

          FOURTH: The amendment of the Certificate herein certified has been duly adopted and written consent has been given in accordance with the provisions of Section 241 of the Delaware General Corporation Law.

          IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment as of the 23rd day of September, 2002.

/s/ Rick Berger
Name:	Rick Berger
Title:	Director
/s/ Keith Blakely
Name:	Keith Blakely
Title:	Director
/s/ L.J. Evans. Jr.
Name:	L.J. Evans, Jr.
Title:	Director

6

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

          EOTech Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by written consent without a meeting, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

          RESOLVED, that Article I of the Certificate of Incorporation of the Corporation be amended to read as follows:

          “The name of the corporation is L-3 Communications EOTech, Inc. (the “Corporation”).”

          SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on November 8, 2005.

          IN WITNESS WHEREOF, said EOTech Acquisition Corp. has caused this certificate to be signed by Christopher C. Cambria, its Vice President and Secretary, this 8th day of November, 2005.

EOTECH ACQUISITION CORP.
By
	Vice President and Secretary

EX-3.78

Exhibit 3.78

EXHIBIT B:

Bylaws

Confirmed, Restated and Approved by
the Stockholders as of June 16, 2004

BYLAWS

OF

EOTECH ACQUISITION CORP.

(a Delaware corporation)

Confirmed, Restated and Approved by
the Stockholders as of June 16, 2004

Table of Contents

	Page
ARTICLE 1 Offices	1
1.1 Principal Office	1
1.2 Additional Offices	1
ARTICLE 2 Meeting of Stockholders	1
2.1 Place of Meeting	1
2.2 Annual Meeting	1
2.3 Special Meetings	1
2.4 Notice of Meetings	2
2.5 Business Matter of a Special Meeting	2
2.6 List of Stockholders	2
2.7 Organization and Conduct of Business	2
2.8 Quorum and Adjournments	2
2.9 Voting Rights	3
2.10 Majority Vote	3
2.11 Record Date for Stockholder Notice and Voting	3
2.12 Proxies	3
2.13 Inspectors of Election	4
2.14 Action Without Meeting by Written Consent	4
ARTICLE 3 Directors	4
3.1 Number, Qualifications	4
3.2 Resignation and Vacancies	4
3.3 Removal of Directors	5
3.4 Powers	5
3.5 Place of Meetings	6
3.6 Annual Meetings	6
3.7 Regular Meetings	6
3.8 Special Meetings	6
3.9 Quorum and Adjournments	6
3.10 Action Without Meeting	6
3.11 Telephone Meetings	6
3.12 Waiver of Notice	6
3.13 Fees and Compensation of Directors	7
3.14 Rights of Inspection	7
ARTICLE 4 Committees of Directors	7
4.1 Selection	7
4.2 Power	7
4.3 Committee Minutes	8
ARTICLE 5 Officers	8
5.1 Officers Designated	8
5.2 Appointment of Officers	8

i

	Page
5.3 Subordinate Officers	8
5.4 Removal and. Resignation of Officers	8
5.5 Vacancies in Offices	8
5.6 Compensation	9
5.7 The Chairman of the Board	9
5.8 The President	9
5.9 The Vice President	9
5.10 The Secretary	9
5.11 The Assistant Secretary	10
5.12 The Treasurer	10
5.13 The Assistant Treasurer	10
ARTICLE 6 Indemnification of Directors, Officers, Employees and Other Agents	10
6.1 Indemnification of Directors-and Officers	10
6.2 Indemnification of Others	10
6.3 Payment Of Expenses In Advance	11
6.4 Indemnity Not Exclusive	11
6.5 Insurance	11
6.6 Conflicts	11
ARTICLE 7 Stock Certificates	11
7.1 Certificates for Shares	11
7.2 Signatures on Certificates	12
7.3 Transfer of Stock	12
7.4 Registered Stockholders	12
7.5 Record Date	12
7.6 Lost, Stolen or Destroyed Certificates	13
ARTICLE 8 Notices	13
8.1 Notice	13
8.2 Waiver	13
ARTICLE 9 General Provisions	13
9.1 Dividends	13
9.2 Dividend Reserve	13
9.3 Annual Statement	14
9.4 Checks	14
9.5 Corporate Seal	14
9.6 Execution of Corporate Contracts and Instruments	14
ARTICLE 10 Amendments	14

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BYLAWS

OF

EOTECH ACQUISITION CORP.

(a Delaware corporation)

ARTICLE 1

Offices

          1.1 Principal Office. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Delaware.

          1.2 Additional Offices. The Board of Directors (the “Board”) may at any time establish branch or subordinate offices at any place or places.

ARTICLE 2

Meeting of Stockholders

          2.1 Place of Meeting. All meetings of the stockholders for the election of directors shall be held at the principal office of the Corporation, at such place as may be fixed from time to time by the Board or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board and stated in the notice of the meeting. Meetings of stockholders for any purpose may be held at such time and place within or without the State of Delaware as the Board may fix from time to time and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          2.2 Annual Meeting. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. At such annual meeting, the stockholders shall elect by a plurality vote the number of directors equal to the number of directors of the class whose term expires at such meetings (or, if fewer, the number of directors properly nominated and qualified for election) to hold office until the third succeeding annual meeting of stockholders after their election. The stockholders shall also transact such other busines.s.as may properly be brought before the meetings.

          2.3 Special Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by the statute or by the Certificate of Incorporation, at the request of the Board, the Chairman of the Board, the President or the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting or such additional persons as may be provided in the certificate of incorporation or bylaws. Such request shall state the purpose or purposes of the proposed meeting. Upon request in writing that a special meeting of stockholders be called for any proper purpose, directed to the chairman of the board of directors, the president, the vice president or the secretary by any person (other than the board of directors) entitled to call a special meeting of stockholders, the person forthwith

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shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, such time not to be less than thirty-five (35) nor more than sixty (60) days after receipt of the request. Such request shall state the purpose or purposes of the proposed meeting.

          2.4 Notice of Meetings. Written notice of stockholders’ meetings, stating the place, date and time of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the meeting.

          When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

          2.5 Business Matter of a Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

          2.6 List of Stockholders. The officer in charge of the stock ledger of the Corporation or the transfer agent shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, at a place within the city where the meeting is to be held, which place, if other than the place of the meeting, shall be specified in the notice of the meeting. The list shall also be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present in person thereat.

          2.7 Organization and Conduct of Business. The Chairman of the Board or, in his or her absence, the President of the Corporation or, in their absence, such person as the Board may have designated or, in the absence of such a person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman appoints.

          The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her in order.

          2.8 Quorum and Adjournments. Except where otherwise provided by law or the Certificate of Incorporation or these Bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented in proxy, shall constitute a

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quorum at all meetings of the stockholders. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to have less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat who are present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

          2.9 Voting Rights. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.

          2.10 Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation or of these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

          2.11 Record Date for Stockholder Notice and Voting. For of determining the stockholders entitled to notice of any meeting or to vote, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any right in respect of any change, conversion or exchange-of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any other-action. .

          If the Board does not so fix a record date; the record date for determining stockholders entitled to notice of or to vote at a meeting of-stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          2.12 Proxies. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) .revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided,

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however, that no proxy shall be valid after the expiration of eleven months from the date of the proxy, unless otherwise provided in the

          2.13 Inspectors of Election. Before any meeting of stockholders the Board may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any stockholder or a stockholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

          2.14 Action Without Meeting by Written Consent. All actions required to be taken at any annual or special meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings or stockholders are recorded.

ARTICLE 3

Directors

          3.1 Number, Qualifications. The authorized number of the directors shall be at least three (3) but no more than nine (9). The exact number may be fixed from time to time within such limit by a duly adopted resolution of the Board of Directors or stockholders. The Board of Directors shall be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as possible, and the term of office of directors of one class shall expire at each annual meeting of stockholders, and in all cases as to each director until his or her successor shall be elected and shall qualify or until his or her earlier resignation, removal from office, death or incapacity. Additional directorships resulting from an increase in number of directors shall be apportioned among the classes as equally as possible. The initial term of office of directors of Class I shall expire at the annual meeting of stockholders in 2005, the initial term of office of directors of Class II shall expire at the annual meeting of stockholders in 2006, and the initial term of office of directors of Class III shall expire at the annual meeting of stockholders in 2007. At each annual meeting of stockholders the number of directors equal to the number of directors of the class whose term expires at the time of such meeting (or, if less, the number of directors properly nominated and qualified for election) shall be elected to hold office until the third succeeding annual meeting of stockholders after their election. Directors need not be stockholders.

          3.2 Resignation and Vacancies. A vacancy or vacancies-in the Board shall be deemed to exist in the case of the death, resignation or removal of any director, or if the

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authorized number of directors be increased. Vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, unless otherwise provided in the Certificate of Incorporation. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

          3.3 Removal of Directors. Unless otherwise restricted by statute, the Certificate of Incorporation or these Bylaws, any director or the entire Board may be removed, with or without cause, by the holders of at least a majority of the shares entitled to vote at an election of directors.

          3.4 Powers. The business of the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation and do all such lawful acts and things which are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

          Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

          (a) Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Certificate of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service;

          (b) Confer upon any office the power to appoint, remove and suspend subordinate officers, employees and agents;

          (c) Change the principal executive office or the principal business office in the State of California or any other state from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any stockholders meeting, or meetings, including annual meetings;

          (d) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates;

          (e) Authorize the issuance of shares of stock of the Corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, tangible or intangible property actually received;

          (f) Borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidences of debt and securities;

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          (g) Declare dividends from time to time in accordance with law;

          (h) Adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

          (i) Adopt from time to time regulations not inconsistent with these Bylaws for the management of the Corporation’s business and affairs.

          3.5 Place of Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware.

          3.6 Annual Meetings. The annual meetings of the Board shall be held immediately following the annual meeting of stockholders, and no notice of such meeting shall be necessary to the Board, provided a quorum shall be present. The annual meetings shall be for the purposes of organization, and an election of officers and the transaction of other business.

          3.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as may be determined from time to time by the Board.

          3.8 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President, a Vice President, the Secretary or a majority of the Board upon one (1) day’s notice to each director.

          3.9 Quorum and Adjournments. At all meetings of the Board, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may otherwise be specifically provided by law or the Certificate of Incorporation. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time; without notice other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved of by at least a majority of the required quorum for that meeting.

          3.10 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee; as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

          3.11 Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any member of the Board or any committee may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          3.12 Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes

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thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

          3.13 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          3.14 Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

ARTICLE 4

Committees of Directors

          4.1 Selection. The Board may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

          In the absence or disqualification of a member of .a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

          4.2 Power. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a

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dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.

          4.3 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

ARTICLE 5

Officers

          5.1 Officers Designated. The officers of the Corporation shall be chosen by the Board and shall be a President, a Secretary and a Treasurer. The Board may also choose a Chairman of the Board, one or more Vice Presidents, and one or more assistant Secretaries and assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

          5.2 Appointment of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or 5.5 hereof, shall be appointed by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

          5.3 Subordinate Officers. The Board may appoint, and may empower the President to appoint, such other officers and agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine.

          5.4 Removal and. Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

          Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to- which the officer is a party.

          5.5 Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office.

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          5.6 Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board and no officer shall be prevented from receiving a salary because he is also a director of the Corporation.

          5.7 The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, perform such other powers and duties as may be assigned to him from time to time by the Board. If there is no President, the Chairman of the Board shall also be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.8 hereof.

          5.8 The President. Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the stockholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.

          5.9 The Vice President. The Vice President (or in the event there be more than one, the Vice Presidents in the order designated by the directors, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the event of his disability or refusal to act, perform the duties of the President, and when so acting, shall have the powers of and subject to all the restrictions upon the President. The Vice President(s) shall perform such other duties and have such other powers as may from time to time be prescribed for them by the Board, the President, the Chairman of the Board or these Bylaws.

          5.10 The Secretary. The Secretary shall attend all meetings of the Board and the stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the standing committees, when required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the. Board, and shall perform such other duties as may from time to time be prescribed by the Board, the Chairman of the Board or the President, under whose supervision he or she shall act. The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix-the same to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by, each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

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          5.11 The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board (or in the absence of any designation, in the order of their election) shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board.

          5.12 The Treasurer. The Treasurer shall have the custody of the Corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at its regular meetings, or when the Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

          5.13 The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board (or in the absence of any designation, in the order of their election) shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board.

ARTICLE 6

Indemnification of Directors, Officers,
Employees and Other Agents

          6.1 Indemnification of Directors-and Officers. The corporation may, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact, that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” :of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

          6.2 Indemnification of Others. The corporation may have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was

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an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

          6.3 Payment Of Expenses In Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 hereof or for which indemnification is permitted pursuant to Section 6.2 hereof following authorization thereof by the Board of Directors may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

          6.4 Indemnity Not Exclusive. The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation.

          6.5 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.

          6.6 Conflicts. No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

          (a) That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws. a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

          (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE 7

Stock Certificates

          7.1 Certificates for Shares. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by, or in the name of the

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the Stockholders as of June 16, 2004

Corporation by, the Chairman of the Board, or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

          Within a reasonable time after the issuance or transfer of uncertified stock, the Corporation shall send to the registered owner thereof a written notice containing the information required by the General Corporation Law of the State of Delaware or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          7.2 Signatures on Certificates. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          7.3 Transfer of Stock. Upon, surrender to the Corporation or the transfer agent of the Corporation of a certificate of shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated share, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.

          7.4 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a percent registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

          7.5 Record Date. In order that the Corporation may determine the stockholders of record who are entitled to receive notice of, or to vote at, any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any lawful action, the Board may fix, in advance; a record date which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting, nor more than sixty (60) days prior to the date of any other action. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

12

Confirmed, Restated and Approved by
the Stockholders as of June 16, 2004

          7.6 Lost, Stolen or Destroyed Certificates. The Board may direct that a new certificate or certificates be issued to replace any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing the issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require, and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 8

Notices

          8.1 Notice. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telephone.

          8.2 Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE 9

General Provisions

          9.1 Dividends. Dividends upon the capital stock of the Corporation, subject to any restrictions contained in the General Corporation Laws of Delaware or the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

          9.2 Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

13

Confirmed, Restated and Approved by
the Stockholders as of June 16, 2004

          9.3 Annual Statement. The Board shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

          9.4 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

          9.5 Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

          9.6 Execution of Corporate Contracts and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by. the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE 10

Amendments

          In addition to the right of the stockholders of the corporation to make, alter, amend, change, add to, or repeal the bylaws of the corporation, the Board of Directors shall have the power (without the assent or vote of the stockholders) to make, alter, amend, change, add to or repeal the bylaws of the corporation.

14

Confirmed, Restated and Approved by
the Stockholders as of June 16, 2004

CERTIFICATE OF SECRETARY

          I, the undersigned, hereby certify:

          1. That I am the duly elected, acting and qualified Secretary of EOTech Acquisition Corp., a Delaware corporation; and

          2. That the foregoing Bylaws, comprising 14 pages, constitute the Bylaws of such corporation as duly adopted by the Board of Directors and the Stockholders of the corporation.

          IN WITNESS WHEREOF, I have hereunto subscribed my name this 16th day of June, 2004.

/s/ L.J. Evans, Jr.  

L.J. Evans, Jr. 

Secretary 

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EX-3.79

Exhibit 3.79

CERTIFICATE OF INCORPORATION

OF

L-3. COMMUNICATIQNS FOREIGN HOLDINGS, INC.

     The undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of State of Delaware (the “DGCL”), does hereby certify as follows:

ARTICLE I
NAME

     The name of the corporation is L-3 Communications Foreign Holdings, Inc. (the “Corporation’)

ARTICLE II
REGISTERED OFFICE AND AGENT

     The address of its registered office in the State of Delaware is: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     The name of the registered agent is The Corporation Trust Company.

ARTICLE III
PURPOSE

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV
STOCK

     The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, and the par value of each of such shares is $0.01.

ARTICLE V
SOLE INCORPORATOR

     The name of the sole incorporator is Ronald Mandler and the mailing address of the incorporator is L-3 Communications Corporation 600 Third Avenue New York, NY 10016

ARTICLE VI
BOARD OF DIRECTORS

     The name and mailing address of the person who is to serve as the initial member of the Board of Directors (the “Board of Directors”) of the Corporation until his successor or successors are is elected and qualified, is as follows:

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NAME	MAILING ADDRESS
Christopher C. Cambria	L-3 Communications Corporation
	600 Third Avenue
	New York, NY 10016

ARTICLE VII
BYLAWS

     The Board of Directors shall have the power to adopt, amend and repeal any bylaw; Provided, however, that the stockholder of the Corporation shall have the power to amend or repeal any bylaw adopted by the Board of Directors.

ARTICLE VIII
LIABILITY OF DIRECTORS

     No director of the Corporation shall be personalty liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholder, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit No amendment to or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any director for which respect to the acts or omissions of such director occurring prior to such amendment or repeal. If the DGCL hereafter is amended to further eliminate or Unit the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the DGCL, as amended, Any repeal or modification of the foregoing provision of this Article VIII, or the adoption of any provision in an amended or restated certificate of incorporation inconsistent with the Article VIII, shall be prospective only, and shall not adversely affect any right or protection of any director of the Corporation existing at the time of such appeal, modification or adoption.

ARTICLE IX
AMENDMENT

     The Corporation reserves the right to amend or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by the DGCL, any other applicable statue or the certificate of incorporation of the Corporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

     IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinabove named, does hereby execute this Certificate of Incorporation on November 7, 2008.

/s/ Ronald Mandler  

Ronald Mandler, Sole Incorporator 

EX-3.80

Exhibit 3.80

BYLAWS

of

L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC.

(hereinafter, the “Corporation”)

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meeting of Stockholders shall be held on such date, time and place as shall be fixed by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect a Board of Directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special Meetings of Stockholders, for any purpose or purposes, may be called by the President, Secretary or Treasurer, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or requested in writing by the holders of not less than 25% of the capital stock of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.

     Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of an Annual Meeting or Special Meeting stating the place, date, and time of the meeting and in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

     Section 5. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, at any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the capital stock issued and outstanding and entitled to vote thereat shall

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constitute a quorum for the transaction of business. In the absence of a quorum, the stockholders entitled to vote thereat, present in person or represented by proxy, or any officer entitled to preside at or to act as secretary of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

     Section 6. Voting. Except as otherwise provided by law, any matters submitted to any meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock entitled to vote therein. Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.

     Section 7. Action by Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

     Section 1. Number and Election of Directors. The number of directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen. The initial number of directors shall be fixed at one (1) director. Thereafter, within the limits specified above, the number of directors shall be determined by the Board of Directors or by the stockholders. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.

     Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of all directors then in office, or by a sole remaining director, although less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

     Section 3. Committees. The Board of Directors may designate one or more committees, which committees shall, to the extent provided in the resolution of the Board of Directors establishing such a committee, have all authority and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent lawful under the Delaware General Corporation Law.

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     Section 4. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

     Section 5. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be called at any time by the President and shall be called by the President and Secretary if directed by any one director.

     Section 6. Quorum; Board Action. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the entire Board of Directors shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 8. Removal. Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

     Section 9. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

     Section 10. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE IV

OFFICERS

     The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

     Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

     Section 3. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal” and “Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VI

INDEMNIFICATION

     Section 1. Power to Indemnify in Actions, Suits or Proceedings Other than by or in the Right of the Corporation. Subject to Section 4 of this Article VI, to the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint

5

venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 4 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     Section 3. Costs; Charges and Expenses. Notwithstanding the other provisions of this Article VI, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise, including without limitation, the dismissal of an action without prejudice, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 above, or in the defense of any claim, issue or matter therein, that person shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by that person or on that person’s behalf in connection therewith.

     Section 4. Authorization of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation unless a determination is made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders, that indemnification of the director, officer, employee or agent is not proper because that person has not met the applicable standards of conduct set forth in Sections 1 and 2 above.

     Section 5. Good Faith Defined. For purposes of any determination under this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably

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believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of this Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or record given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 5 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a Director, officer, employee or agent. The provisions of this Section 5 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI, as the case may be.

     Section 6. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 4 of this Article VI, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 and 2 of this Article VI, as the case may be. Notice of any application for indemnification pursuant to this Section 6 shall be given to the Corporation promptly upon the filing of such application.

     Section 7. Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Sections 1 and 2 above in defending a civil or criminal action, suit or proceeding (including investigations by any government agency and all costs, charges and expenses incurred in preparing for any threatened action, suit or proceeding) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director or officer in that person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined as provided elsewhere in this Article VI that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article VI. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient’s financial ability to make repayment. The repayment of such charges and expenses incurred by other employees and agents of the Corporation which are paid by the Corporation in advance of the final disposition of such action, suit or proceeding as permitted by this Section 7 may be required upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may, in the manner set forth above, and subject to the approval of such director, officer, employee or agent of the Corporation, authorize the Corporation’s counsel to represent such person in any

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action, suit or proceeding, whether or not the Corporation is party to such action, suit or proceeding.

     Section 8. Procedure for Indemnification. Any indemnification under Sections 1, 2 or 3 or advance of costs, charges and expenses under Section 7 of this Article VI shall be made promptly, and in any event, within sixty (60) days, upon the written request of the director, officer, employee or agent directed to the Secretary of the Corporation. The right to indemnification or advances granted in this Article VI shall be enforceable by the director, officer, employee or agent in any court of competent jurisdiction if the Corporation denies such request, in whole or part, or if no disposition thereof is made within sixty (60) days. Such person’s costs and expenses incurred in connection with successfully establishing that person’s right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for advance costs, charges and expenses under Section 7 of this Article VI where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article VI, but the burden of proving such standard of conduct has not been met shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made such a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     Section 9. Non-Exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Delaware General Corporation Law, or otherwise.

     Section 10. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

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     Section 11. Meaning of “Corporation” for Purposes of Article VI. For purposes of this Article VI, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request for such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     Section 12. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

AMENDMENTS

     These bylaws may be altered, amended or repealed, in whole or in part, or new bylaws may be adopted by the majority vote of the entire Board of Directors.

     Entire Board of Directors. As used in this Article VII and in these bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies.

EX-3.81

Exhibit 3.81

CERTIFICATE OF FORMATION

OF

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC

          1. The name of the limited liability company is: L-3 Communications Germany Holdings, LLC.

          2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of L-3 Communications Germany Holdings, LLC this 15^th day of November, 2006.

/s/ Christopher C. Cambria  

Christopher C. Cambria 

Authorized Person 

EX-3.82

Exhibit 3.82

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC

     This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of L-3 Communications Germany Holdings, LLC (the “Company”), is entered into as of the 24^th day of March 2010, by L-3 Communications Corporation, as sole Member (the “Member”).

RECITALS

A. A Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on November 13, 2006 (the “Formation Date”).

B. The Member entered into that certain Limited Liability Company Agreement of the Company dated as of the Formation Date (the “Original Agreement”).

C. The Member now desires to amend and restate the Original Agreement in its entirety.

Accordingly, the Member hereby amends and restates the Original Agreement in its entirety, effective immediately, as follows:

1. Continuation. The Member hereby continues the Company pursuant to the terms and conditions of this Agreement.

2. Name. The name of the Company is L-3 Communications Germany Holdings, LLC.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

6. Member. The name and the business, residence or mailing address of the Member is as follows:

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L-3 Communications Corporation
600 Third Avenue
New York, NY 10016

7. Powers.

     (a) The business and affairs of the Company shall be managed by the Member. The Member shall be a “manager” within the meaning of the Act and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees, the officers and employees of the Company and other persons designated by the Member in carrying out any of and all of its powers and authorities under this Agreement, and to delegate any of and all the powers and authorities that the Member possesses under this Agreement to any of its officers and employees, to any officers and employees of the Company and to any other person designated by the Member.

     (b) The Member may, from time to time, designate a President, a Treasurer and a Secretary of the Company. The Member may also designate one or more Vice Presidents and one or more other officers. Each such officer shall hold office until his successor is elected or appointed and qualified or until his earlier resignation or removal. The Member may remove any officer, in each case with or without cause at any time, but such removal shall be without prejudice to the contractual rights, if any, of such officer with the Company. Any individual may hold more than one office. Any officer also may serve as officer, employee or agent of the Member or any of its affiliates.

     (c) Subject to Section 7(a) and 7(b), the duties of the following officers (if designated) will be as follows:

          (i) President. The President shall manage the day-to-day operations of and business of the Company, subject to control, supervision and oversight of the Member.

          (ii) Vice President. The Vice President or if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Member, shall have all the powers and perform all the duties of the President during the absence or inability to act of the President. Each Vice President also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President. A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

          (iii) Secretary. The Secretary shall record the proceedings of the meetings of the Member in a book to be kept for that purpose, and shall give notice as required by law or this Agreement of all such meetings. The Secretary shall have custody of the seal of the Company, if any, and of all books, records and papers of the Company, except such as shall be in the charge

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of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Member. The Secretary also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

          (iv) Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Company in books belonging to the Company, shall deposit all moneys and other valuable effects of the Company in the name and to the credit of the Company in such depositories as may be designated by the President or the Member. The Treasurer also shall have other power and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

     (d) The Member hereby is designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendment of the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     (e) The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner in a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

8. Term. The term of the Company shall continue until the Company is dissolved by the Member.

9. Capital Contributions. The Member has contributed the following amount, in cash, and no other property, to the Company:

     L-3 Communications Corporation — $100

10. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

11. Allocations of Profits and Losses. The Company’s profits and losses shall be allocated in proportion to the capital contribution of the Member.

12. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

13. Assignments. The Member may assign in whole or in part its interests in the Company.

14. Liability. To the fullest extent permitted by law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such

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debt, obligation or liability of the Company solely by reason of being a Covered Person. Except as otherwise expressly required by law or pursuant to this Agreement, the Member shall have no liability in excess of (a) the amount of its capital contributions, and (b) its share of any assets and undistributed profits of the Company. As used in this Agreement, “Covered Person” means the Member, any affiliate of the Company, and any of the officers, directors, stockholders, partners, members, managers, trustees, employees, representatives or agents of the Member, the Company or an affiliate of the Company.

15. Exculpation. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Covered Person shall be liable to the Company or the Member for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person, unless such act or omission resulted from fraud, bad faith, willful misconduct, an intentional and material breach of this Agreement or a violation of applicable securities laws by such Covered Person. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Company, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to the Member or the Company. To the extent that, at law or in equity, the Member has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the fullest extent permitted by law, the Member acting under this Agreement shall not be liable to the Company for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they eliminate or restrict the duties and liabilities of the Member otherwise existing at law or in equity, are agreed by the Member, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of the Member.

16. Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Company or which relate to or arise out of or in connection with the Company, its property, its business or affairs; provided, that a Covered Person shall not be entitled to indemnification under this Section with respect to any claim, issue or matter unless such act or omission resulted from fraud, bad faith, willful misconduct, an intentional and material breach of this Agreement or a violation of applicable securities laws by such Covered Person. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the Member) in defending any claim, demand, action, suit or proceeding may, with the approval of the Member, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall

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be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section, and the Company and its affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Company and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. The Company may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. The Member shall not be personally obligated with respect to indemnification pursuant to this Section.

17. Expenses. To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees) incurred by a person who may be entitled to indemnification under this Agreement in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the person(s) who may be obligated to indemnify under this Agreement prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified pursuant to Section 16.

18. Notice of Proceedings. Promptly after receipt by a Covered Person or notice of the commencement of any proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such proceeding; provided, however, that the failure of a Covered Person to give notice as provided herein shall not relieve the Company of its obligations under Section 16 and 17, except to the extent that the Company’s ability to defend the proceeding is prejudiced by such failure. If any such proceeding is brought against a Covered Person (other than a proceeding by or in the right of the Company), the Company shall be entitled, upon notice to the Covered Person, to assume the defense of such proceeding with counsel selected by the Company, provided, however, that the Covered Person shall be entitled to participate in such proceeding and to retain its own counsel at its own expense. Once the Company gives notice to the Covered Person that it will assume the defense of such proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the proceeding and claims asserted therein.

19. Insurance. The Company may purchase and maintain insurance, to the extent, in such amounts and on behalf of such persons as the Member shall deem reasonable; this insurance may cover any liability that may be asserted against (or expenses that may be incurred by) any such persons in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such persons under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons that differ from the provisions of Sections 14 through 18. The Company also may adopt written procedures pursuant to which arrangements are made for the funding of obligations arising under Sections 16 and 17

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and containing such other procedures regarding indemnification as the Company reasonably deems appropriate.

20. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

21. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

22. Amendment. This Agreement may be amended at any time by the written consent of the Member.

23. Governing Law. The laws of the State of Delaware (without reference to its choice of law principles) shall govern the validity of this Agreement, the construction of its terms, and the interpretations of the rights and duties of the Member.

          IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the time and date first above written.

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC
By:	L-3 COMMUNICATIONS CORPORATION, its sole member
	By:	/s/ Steven M. Post
		Name: Steven M. Post
		Title: Senior Vice President, Secretary

EX-3.83

Exhibit 3.83

ARTICLES OF INCORPORATION
OF
MARIPRO, INC.

I. NAME

          The name of the corporation is MariPro, Inc.

II. PURPOSE

          The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporations Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III. AGENT FOR SERVICE OF PROCESS

          The name and address of this corporation’s initial agent for service of process is Kevin W. Finck, Esq., Law Offices of Kevin W. Finck, 2 Embarcadero Center, Suite 1670, San Francisco, California, 94111.

IV. INDEMNIFICATION

          The corporation is authorized, to the fullest extent permissible under California law, to indemnify its agents (as defined in Section 317 of the Corporations Code), whether by bylaw, agreement, or otherwise, for breach of duty to this corporation and its shareholders in excess of that which is expressly permitted in Section 317 and to advance defense expenses to its agents in connection with such matters as they are incurred, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V. AUTHORIZED SHARES

          The corporation is authorized to issue only one class of shares of stock, and the total number of shares that this corporation is authorized to issue is ten million (10,000,000).

Dated: December 15, 2000

/s/ Ericka Curls  

Ericka Curls, Incorporator 

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
MARIPRO, INC.,
A CALIFORNIA CORPORATION

The undersigned hereby certify that:

1. They are the president and secretary of MARIPRO, INC., a California corporation (“Corporation”);

2. Article I. of the Corporation’s Articles of Incorporation, filed with the Secretary of State of California on December 18, 2000, is to be amended to read in full as follows:

“The name of the corporation is NAUTRONIX MARIPRO, INC.”

3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 1,000,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: 14 February, 2003.

/s/ Ken Tompetrini DR. KEN TOMPETRINI, PRESIDENT

/s/ John J. Cummins JOHN J. CUMMINS, SECRETARY

CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NAUTRONIX MARIPRO, INC.
********

     We, Christopher C. Cambria the Vice President, Secretary and Stephen M. Souza the Vice President, Treasurer of Nautronix MariPro, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

     1. That they are the Vice President, Secretary and the Vice President, Treasurer, respectively, of Nautronix MariPro, Inc., a California corporation.

     2. That an amendment to the articles of incorporation of this corporation has been approved by the board of directors.

     3. The amendment so approved by the board of directors is as follows:

     Article I of the articles of incorporation of this corporation is amended to read as follows:

     The name of the corporation is L-3 Communications MariPro, Inc.

     4. That the shareholders have adopted said amendment by written consent. That the wording of said amendment as approved by written consent of the shareholders is the same as that set forth above. That said written consent was signed by the holders of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporation Code.

     5. That the designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or give written consent to said amendment for approval thereof are as follows:

	Number of shares	Minimum
	outstanding entitled	percentage vote
Designation	to vote	required to approve
Common Stock	1,000,000	More than 50 percent voting as a single class

     6. That the number of shares of common stock which gave written consent in favor of said amendment equaled or exceeded the minimum percentage vote required of each class entitled to vote, as set forth above.

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     7. That this certificate shall become effective on June 30, 2006.

     Each of the undersigned declares under penalty of perjury under the laws of the State of California that the statements contained in the foregoing certificate are true of their own knowledge.

     Executed at 600 Third Avenue New York NY 10016 on June 29, 2006.

/s/ Stephen Souza  

Stephen M. Souza 

Vice-President, Treasurer 

/s/ Christopher Cambria  

Christopher C. Cambria 

Vice-President, Secretary 

State of California

Secretary of State

          I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

          That the attached transcript of 1 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.

          IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of FEB 21, 2007.

/s/ Debra Bowen  

DEBRA BOWEN 

Secretary of State 

EX-3.84

Exhibit 3.84

TABLE OF CONTENTS
TO
BYLAWS

OF
MARIPRO, INC.

	ARTICLES	SECTION		TITLE
1.	OFFICES		1.01	Principal Office
			1.02	Other Offices
2.	MEETINGS OF SHAREHOLDERS		2.01	Place of Meetings
			2.02	Annual Meetings
			2.03	Special Meetings
			2.04	Notice of Shareholders’ Meetings
			2.05	Manner of Giving Notice; Affidavit of Notice
			2.06	Quorum
			2.07	Adjourned Meeting and Notice Thereof
			2.08	Voting
			2.09	Waiver of Notice or Consent by Absent Shareholders
			2.10	Shareholder Action by Written Consent Without a Meeting
			2.11	Record Date for Shareholder Notice, Voting, and Giving Consents
			2.12	Proxies
			2.13	Inspectors of Election
3.	DIRECTORS		3.01	Powers
			3.02	Number and Qualification of Directors
			3.03	Election and Term of Office of Directors
			3.04	Vacancies
			3.05	Place of Meetings and Telephonic Meetings
			3.06	Annual Meetings
			3.07	Other Regular Meetings
			3.08	Special Meetings
			3.09	Quorum
			3.10	Waiver of Notice
			3.11	Adjournment
			3.12	Notice of Adjournment
			3.13	Action Without Meeting
			3.14	Fees and Compensation of Directors
4.	COMMITTEES		4.01	Committees of Directors
			4.02	Meetings and Action of Committees

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	ARTICLES	SECTION		TITLE
5.	OFFICERS		5.01	Officers
			5.02	Election of Officers
			5.03	Subordinate Officers, Etc.
			5.04	Removal and Resignation of Officers
			5.05	Vacancies in Offices
			5.06	Chairman of the Board
			5.07	President
			5.08	Vice Presidents
			5.09	Secretary
			5.10	Chief Financial Officer
6.	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS		6.01	Agents, Proceedings and Expenses
			6.02	Actions Other than by the Corporation
			6.03	Actions by the Corporation
			6.04	Successful Defense by Agent
			6.05	Required Approval
			6.06	Advance of Expenses
			6.07	Other Contractual Rights
			6.08	Limitations
			6.09	Insurance
			6.10	Fiduciaries of Corporate Employee Benefit Plan
			6.11	Amendment to California Law
			6.12	Indemnity
7.	CORPORATE LOANS AND GUARANTEES TO DIRECTORS, OFFICERS AND EMPLOYEES		7.01	Limitations on Corporate Loans and Guarantees
			7.02	Permissible Corporate Loans and Guarantees
8.	GENERAL CORPORATE MATTERS		8.01	Record Date for Purposes Other than Notice and Voting
			8.02	Checks, Drafts, Evidence of Indebtedness
			8.03	Corporate Contracts and Instruments; How Executed
			8.04	Certificate for Shares
			8.05	Lost Certificates
			8.06	Representation of Shares of Other Corporations
			8.07	Construction and Definitions
9.	RECORDS AND REPORTS		9.01	Maintenance and Inspection of Share Register
			9.02	Maintenance and Inspection of Bylaws

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	ARTICLES	SECTION		TITLE
			9.03	Maintenance and Inspection of Other Corporate Records
			9.04	Inspection by Directors
			9.05	Annual Report to Shareholders
			9.06	Financial Statements
			9.07	Annual Statement of General Information
10.	OWNERSHIP AND TRANSFER OF SHARES		10.01	Stock
			10.02	Price or Consideration for Shares
11.	AMENDMENTS		11.01	Amendment by Shareholders
			11.02	Amendment by Directors

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BYLAWS
OF
MARIPRO, INC.

ARTICLE 1
OFFICES

Section 1.01 Principal Offices. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of California.

Section 1.02 Other Offices. The officers or the Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business, and may change the location of any office of the corporation.

ARTICLE 2
MEETINGS OF SHAREHOLDERS

Section 2.01 Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors upon proper notice. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2.02 Annual Meetings. Annual meetings of the shareholders shall be held at a time and date designated each year by the Board of Directors in accordance with applicable law. At the annual meeting, Directors shall be elected and any other proper business may be transacted.

Section 2.03 Special Meetings.

(a) A special meeting of the shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President, or by one or more shareholders holding shares which, in the aggregate, entitle them to cast not less than ten percent (10%) of the votes at any such meeting.

(b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, and the Secretary of the corporation. The secretary upon receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.01, 2.04 and 2.05 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after

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receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this Section 2.03 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

Section 2.04 Notice of Shareholders’ Meetings.

(a)

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.05 not less than ten (10) nor more than sixty (60) days before the date of the meeting being noticed. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, or the other person or persons calling the meeting, at the time of giving the notice, intend to present for action by the shareholders. The notice of any meeting at which Directors are to be elected shall include the names of any nominees which, at the time of the notice, the Board of Directors or management intends to present for election.

(b)

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Director has a direct or indirect financial interest, as contemplated by Section 310 of the Corporations Code of California, (herein the “Code”), (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of such Code, or (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of such Code, the notice shall also state the general nature of such proposal.

Section 2.05 Manner of Giving Notice; Affidavit of Notice.

(a) Notice of any meeting of shareholders shall be given either personally or by first class mail or telegraphic or other written communication, charges prepaid, addressed to each shareholder at the address of such shareholder appearing on the books of the corporation for the purpose of notice. If no such address appears on the corporation’s books or has been so given, notice shall be deemed to have been properly given to such shareholder if sent by first class mail or telegraphic or other written communication to the corporation’s principal executive office to the attention of such shareholder, or if published at least once in a newspaper of general circulation in the county where such office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

(b) If any notice addressed to a shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder upon written command of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of such notice.

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Section 2.06 Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at the subject meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.07 Adjourned Meeting and Notice Thereof.

(a) Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting, except as provided in Section 2.06.

(b) When any meeting of shareholders, either annual or special, is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.04 and 2.05. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.08 Voting.

(a) The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11, subject to the provisions of Sections 702 to 704, inclusive, of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership). Such vote may be by voice vote or by ballot; provided, however, that all elections for Directors must be by ballot upon demand by a shareholder if made before the voting begins. Any shareholder entitled to vote on any matter (other than the election of directors) may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares such shareholder is entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of Directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or the Articles of Incorporation.

(b) At a shareholders’ meeting involving the election of Directors, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the names of such candidates

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have been placed in nomination prior to commencement of the voting and a shareholder has given notice of the meeting prior to commencement of the voting, of the shareholder’s intention to cumulate votes. If any shareholder has given such notice, then every shareholder entitled to vote may cumulate his votes for candidates in nomination and give any candidate up to a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which such shareholder’s shares are entitled, or distribute the total number of his votes as so calculated among any or all of the candidates. The candidates receiving the highest number of votes shall be elected.

Section 2.09 Waiver of Notice or Consent by Absent Shareholders.

(a)

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or any approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 2.04(b), the waiver of notice of consent shall state the general nature of such proposal. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b)

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting unless such person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if such objection is expressly made at the meeting.

Section 2.10 Shareholder Action by Written Consent Without a Meeting.

(a) Any action which may be taken at any annual or special meeting of shareholders, other than the election of Directors, may be taken without a meeting and without prior notice, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares representing not less than the minimum number of votes that would be necessary, to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. In the case of election of Directors, such consents shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy not filled by the current Directors by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors.

(b) All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxyholder, or a transferee of the shares or a personal representative of the

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shareholder or their respective proxyholders, may revoke the consent in writing effective upon receipt by the Secretary of the corporation if occurring prior to the time that written consents respecting the number of shares required to authorize the proposed action have been filed with the Secretary.

(c) If the consents of all shareholders entitled to vote have been solicited in writing, and if the unanimous written consent of all such shareholders has been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.05 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of agents of the corporation, pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 2.11 Record Date for Shareholder Notice, Voting, and Giving Consents.

(a) For purposes of determining the shareholders entitled to notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of any such meeting nor more than sixty (60) days prior to such action without a meeting, and in such case only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date fixed as aforesaid, except as otherwise provided in the California General Corporation Law.

(b) If the Board of Directors does not so fix a record date:

i.

The record date for determining shareholders entitled to notice of, or to vote at, a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and

ii.

The record date for determining those shareholders entitled to give consent to corporation action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, the record date shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

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Section 2.12 Proxies. Every person entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by such person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless: (i) revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by the person executing the earlier proxy, or such person’s attendance at the meeting and voting in person; or (ii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant thereto is counted; provided, however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of such proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 705(e) and (f) of the Code.

Section 2.13 Inspectors of Election.

(a) Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint said inspectors at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares, or their proxies present at the meeting, shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or shareholder’s proxy shall, appoint a person to fill the vacancy.

(b) The inspector shall:

i.	Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;
ii.	Receive votes, ballots or consents;
iii.	Hear and determine all challenges and questions in any way arising in connection with the right to vote;
iv.	Count and tabulate all votes or consents;
v.	Determine when the polls shall close;
vi.	Determine the result; and

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vii. Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE 3
DIRECTORS

Section 3.01 Powers.

(a)	Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.
(b)	Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the power and authority to:

i.	Select and remove all officers, agents, and employees of the corporation, prescribe such powers and duties for them as are not inconsistent with the law, the Articles of Incorporation or these Bylaws, fix their compensation, and require from them security for faithful service;
ii.	Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or foreign country and conduct business within or outside the State of California; designate any place within or without the State for the holding of any shareholder’s meeting or meetings, including annual meetings; adopt, make and use a corporate seal, and prescribe the forms of certificates of stock, and alter the form of such seal and of such certificates;
iii.	Authorize the issuance of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled or tangible or intangible property actually received; and
iv.	Borrow money and incur indebtedness for the purposes of the corporation, and cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

Section 3.02 Number of Directors. The authorized number of Directors shall be SEVEN (7) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, in the event there are ever more than five (5) directors in this corporation, that an amendment reducing the number of Directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not

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consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.

Section 3.03 Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual shareholders’ meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 3.04 Vacancies.

(a)	Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, through less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.
(b)	A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the full authorized number of Directors to be voted for at that meeting.
(c)	The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.
(d)	Any director may resign upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. A resignation shall be effective upon the receipt of said notice, unless the notice specifies a later time for its effectiveness. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
(e)	No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Section 3.05 Place of Meetings and Telephonic Meetings. Regular meetings of the Board of Directors may be held without notice, at any time and at any place within or outside the State of California that is designated by these Bylaws, or by resolution of the Board. In the absence of the designation of a place, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place that has been designated in the notice of the meeting or, if not stated in the notice, at the principal executive office of the

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corporation. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

Section 3.06 Annual Meetings. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for purposes of organization, the election of officers and the transaction of other business. Notice of such meeting shall not be required.

Section 3.07 Other Regular Meetings. Other regular meetings of the Board of Directors may be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Special Meetings.

(a)

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary or the majority of the Directors.

(b)

Notice of the same and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges pre-paid, addressed to each Director at his or her address as it is shown upon the records of the corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) working days prior to the time of the holding of the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the Code (regarding approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 (regarding appointment of committees), and Section 317(e) (regarding indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10 Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though it had been conducted at a meeting duly held after regular call and notice if a quorum is present and if, either before or

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after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall be deemed given to any Director who attends the meeting without protesting the lack of notice.

Section 3.11 Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 3.12 Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty four (24) hours, in which case notice of such time any place shall be given prior to the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.

Section 3.13 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 3.14 Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for such services.

ARTICLE 4
COMMITTEES

Section 4.01 Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of one (1) or more Directors, to serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of any committee. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a)	The approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding shares;
(b)	The filling of vacancies on the Board of Directors or in any committee;
(c)	The fixing of compensation of the Directors for serving on the Board or on any committee;
(d)	The amendment or repeal of bylaws or the adoption of new bylaws;

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(e)	The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(f)	A distribution to the shareholders of the corporation (as defined in Section 166 of the Code), except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or
(g)	The appointment of any other committees of the Board of Directors or the members thereof.

Section 4.02 Meetings and Actions of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.05 (place of meetings and telephonic meetings), Section 3.07 (regular meetings), Section 3.08 (special meetings and notice), Section 3.09 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment) and Section 3.13 (action without meeting), with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined by resolution of the Board of Directors as well as the committee, special meetings of committees may also be called by resolution of the Board of Directors and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE 5
OFFICERS

Section 5.01 Officers. The officers of the corporation shall be a Chairman of the Board or a President, or both, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice-Presidents, a Treasurer, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article V. Any number of offices may be held by the same person.

Section 5.02 Election of Officers. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

Section 5.03 Subordinate Officers, Etc. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may determine.

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Section 5.04 Removal and Resignation of Officers.

(a)

Subject to the rights, if any, of an officer, under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting thereof, or by any officer upon whom such power or removal may be conferred by the Board of Directors.

(b)

Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect upon the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.05 Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 5.06 Chairman of the Board. The Chairman of the Board, if such an officer is elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 5.07 President. Subject to such supervisory powers which may be given by the Board of Directors to the Chairman of the Board, if there is such an officer, the President shall be the general manager and chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there is none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 5.08 Vice President(s). In the absence or disability of the President, the Vice President(s), if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the Bylaws, the President, or the Chairman of the Board if there is no President.

Section 5.09 Secretary.

(a) The Secretary shall keep or cause to be kept at the principal executive office, or such other place as the Board of Directors may designate, a book of minutes of all meetings and actions of Directors, committees of Directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice

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thereof given, the names of those present at Directors’ and committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

(b)

The Secretary shall keep or cause to be kept at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

(c)

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 5.10 Chief Financial Officer.

(a)

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall be open at all reasonable times to inspection by any Director upon demand.

(b)

The Chief Financial Officer shall cause to be deposited all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall cause the funds of the corporation to be disbursed as he may be properly directed from time to time, shall render to the President and Directors an account of all of his transactions as Chief Financial Officer and of the financial condition of the corporation whenever requested, and shall have other such powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE 6
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS

Section 6.01 Definitions: Agents, Proceedings and Expenses. For the purposes of this Article, “agent” means any person who is or was a Director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a Director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and

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“expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 6.04 or Section 6.05(c) of this Article VI.

Section 6.02 Actions Other Than by the Corporation. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 6.03 Actions by the Corporation. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation to procure a judgment in its favor by reason of the fact that that person is or was an agent of this corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification, however, shall be made under this section:

(a)	In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to this corporation in the performance of that person’s duty to this corporation, unless and only to the extent that the court in which that action was brought shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to indemnify for the expenses which the court shall determine;
(b)	Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(c)	Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 6.04 Successful Defense by Agent. To the extent that an agent of this corporation has been successful on the merits in defense of any proceedings referred to in Section 6.02 or Section 6.03 of this Article VI, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

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Section 6.05 Required Approval. Except as provided in Section 6.04 of this Article, any indemnification under this Article shall be made by this corporation only if authorized upon a determination that indemnification of the agent in the specific case is proper because the agent has met the applicable standard of conduct set forth in Section 6.02 or Section 6.03 of this Article VI, by:

(a)	A majority vote of a quorum consisting of Directors who are not parties to the proceeding;
(b)	Approval by the affirmative vote of the holders of a majority of the shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote (for this purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or
(c)	The court in which the proceeding is or was pending, upon application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

Section 6.06 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be ultimately determined that the agent is entitled to be indemnified as authorized in this Article VI.

Section 6.07 Other Contractual Rights. Nothing contained in this Article VI shall affect any right to indemnification to which persons other than Directors and officers of this corporation or any subsidiary hereof may be entitled by contract or otherwise.

Section 6.08 Limitations. No indemnification or advance shall be made under this Article VI, except as provided in Section 6.04 or Section 6.05(c), in any circumstance where it appears:

(a)	That it would be inconsistent with a provision of the Articles, the Bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or
(b)	That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 6.09 Insurance. The corporation may, upon a determination by the Board of Directors, purchase and maintain insurance on behalf of any agent of the corporation against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provision of this Article VI.

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Section 6.10 Fiduciaries of Corporate Employee Benefit Plan. This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of this corporation as defined in Section 6.01 of this Article VI. Nothing contained in this Article VI shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

Section 6.11 Amendment to California Law. In the event that California Law regarding indemnification of directors, officers, employees and other agents of corporation, as in effect at the time of adoption of these Bylaws, is subsequently amended to in any way increase the scope or permissible indemnification beyond that set forth herein, the indemnification authorized by this Article VI shall be deemed to be coextensive with the maximum afforded by the California Law as so amended.

Section 6.12 Indemnity. The liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the Corporation and its shareholders through Bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

ARTICLE 7
CORPORATE LOANS AND GUARANTEES
TO DIRECTORS, OFFICERS AND EMPLOYEES

Section 7.01 Limitation on Corporate Loans and Guarantees. Except as provided in Section 7.02 of this Article VII, this corporation shall not make any loan of money or property to, or guarantee any obligations of:

(a)	Any Director or officer of the corporation; or
(b)	Any person, upon the security of shares of this corporation or of its parent, unless the loan or guaranty is otherwise adequately secured, except by the vote of the holders of a majority of the shares of all classes, regardless of limitations or restrictions on voting rights, other than shares held by the benefited Director, officer or person.

Section 7.02 Permissible Corporate Loans and Guarantees. This corporation may lend money to, or guarantee any obligation of, or otherwise assist, any officer or other employee of this corporation or of any subsidiary, including any officer or employee who is also a Director, pursuant to an employee benefit plan (including without limitation, a stock purchase or stock option plan) available to executives or other employees, whenever the Board determines that such loan or guaranty could benefit the corporation. If such a plan includes officers or Directors, it shall be approved or ratified by the affirmative vote of the holders of a majority of the shares of this corporation entitled to vote, by written consent, or represented at a duly held meeting at

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which a quorum is present, after disclosure of the right under such plan to include officers or Directors is made. Such loan or guaranty or other assistance must be at legal interest and may be unsecured or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of the corporation. This corporation may advance money to a Director or officer of the corporation of its parent or any subsidiary for expenses incurred in the performance of the duties of such Director or officer, provided that in the absence of such advance such Director or officer would be entitled to be reimbursed for such expenses by such corporation, its parent or any subsidiary.

ARTICLE 8
GENERAL CORPORATE MATTERS

Section 8.01 Record Date for Purposes Other Than Notice and Voting.

(a)

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than for the purposes prescribed by Section 2.11 of Article II of these Bylaws), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such action. Only shareholders of record on the date so fixed are entitled to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date fixed as aforesaid, except as otherwise provided in the California General Corporation Law.

(b)

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such action, whichever is later.

Section 8.02 Checks, Drafts, Evidences of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 8.03 Corporate Contracts and Instruments; How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. However, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 8.04 Certificates for Shares. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid, and the Board of Directors may authorize the issuance of certificates for shares as partly paid provided that such certificates shall state the amount of the consideration to be paid therefor and the

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amount paid thereon. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or a Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or register who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 8.05 Lost Certificates. Except as hereinafter provided in this Section 8.05, no new certificate for shares shall be issued in lieu of an old certificate unless the old certificate is surrendered to the corporation and canceled at the same time. The Board of Directors may, if any share certificate or certificate for any other security is lost, stolen or destroyed, authorize issuance of a new certificate in lieu thereof, upon such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including, but not limited to, any expense or liability, on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 8.06 Representation of Shares of Other Corporations. The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by proxy duly executed by said officer.

Section 8.07 Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE 9
RECORDS AND REPORTS

Section 9.01 Maintenance and Inspection of Share Register.

(a) The corporation shall keep at its principal executive office, or as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

(b) A shareholder or shareholders of the corporation holding at least five percent (5%), in the aggregate, of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual

19

business hours upon giving the corporation written notice five (5) business days’ prior to the date of inspection, and/or (ii) obtaining from the transfer agent of the corporation, upon written demand and upon the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of Directors, and their shareholdings as of the most recent record date for which such list has been compiled, or as of a date specified by the requesting shareholder or shareholders subsequent to the date of demand. Such list shall be made available to such shareholder or shareholders by the transfer agent on or before the later of the fifth (5th) business day after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 7.01 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making such demand.

Section 9.02 Maintenance and Inspection of Bylaws. The corporation shall keep at its principal executive office, or, if its principal executive office is not in the State of California, at its principal business office in California, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by any shareholder upon the written demand of any such shareholder at all reasonable times during usual business hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, the Secretary shall, upon written request of any shareholder, furnish to such shareholder a copy of the Bylaws as amended to date.

Section 9.03 Maintenance and Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either written form or in any other form capable of being converted into written form. Such minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of voting trust certificate. Such inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 9.04 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. Such inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

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Section 9.05 Annual Report to Shareholders. Until such time as there are one hundred (100) or more shareholders in this corporation, the annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing such annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 9.06 Financial Statements.

(a)	A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, which has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months after their respective dates, and each such statement shall be exhibited at all reasonable times to any shareholder requesting an examination. A copy of said statement shall be mailed to any shareholder upon written request.
(b)	If a shareholder or shareholders holding at least five percent (5%), in the aggregate, of the outstanding shares of any class of stock of the corporation make a written request to the corporation for an income statement of the corporation for the three (3) month, six (6) month or nine (9) month period of the current fiscal year having ended more than thirty (30) days prior to the date of the request, and a balance sheet of the corporation as of the end of such period, the Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within thirty (30) days after the receipt of such request. If the corporation has not sent to each requesting shareholder or shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed within thirty (30) days after such request.
(c)	The corporation shall also, upon written request, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of such period.
(d)	The quarterly income statements and balance sheets referred to in this Section 9.06 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Annual Statement of General Information. The corporation shall each year during the calendar month in which its Articles of Incorporation were originally filed with the California Secretary of State, or at any time during the immediately preceding five (5) calendar months, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state (if any), and the general type

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of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Code.

ARTICLE 10
OWNERSHIP AND TRANSFER OF SHARES

Section 10.01 Stock. The corporation is authorized to issue only one class of shares (common shares). The total number of shares shall be TEN MILLION (10,000,000). There shall exist no distinction between the shares of the corporation or the holders thereof.

Section 10.02 Price or Consideration for Shares.

(a)

The authorized shares provided for in Section 10.01 shall be issued for such consideration as shall be determined by the Board of Directors. The Board of Directors is empowered to periodically review the set price of the shares and modify said price or consideration subject to the shareholders’ approval.

(b)

The consideration for which shares will issue may consist of money paid, labor performed, services actually rendered to the corporation or for its benefit or in its formation or reorganization, debts or securities canceled, and tangible and intangible property actually received by either the issuing corporation or by a wholly owned subsidiary, or any one or combination of these. The full agreed upon price or consideration for shares must be paid prior to or concurrently with the issuance of the shares unless the shares are issued in accordance with a stock subscription or purchase agreement in which case the terms of payment delineated in said stock subscription or purchase agreement shall be controlling.

ARTICLE 11
AMENDMENTS

Section 11.01 Amendments by Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section 11.02 Amendment by Directors. Subject to the rights of the shareholders as provided in Section 11.01 of this Article XI, to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or repealed by the Board of Directors.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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CERTIFICATION OF BYLAWS

     THIS IS TO CERTIFY, that I am the duly elected, qualified and acting Secretary of MARIPRO, INC., a California corporation, and that the foregoing Bylaws were adopted for the Corporation by the Board of Directors on February 26, 2001.

     IN WITNESS WHEREOF, I have hereto set my hand this 26th day of FEBRUARY, 2001.

/s/ Neil Smith  

NEIL SMITH, Secretary 

EX-3.85

Exhibit 3.85

ARTICLES OF INCORPORATION

OF

NOVA ENGINEERING, INC.

     The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

     FIRST. The name of said corporation shall be Nova Engineering, Inc.

     SECOND. The place in Ohio where its principal office is to be located is to be located in the City of Fairfield, County of Butler.

     THIRD. The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Revised Code Sections 1701.01 to 1701.98, inclusive.

     FOURTH. The number of shares which the corporation is authorized to have outstanding is Seven Hundred Fifty (750), all of which shall be common shares without par value.

     FIFTH. The amount of capital with which the corporation shall begin business is Five Hundred Dollars ($500.00).

     SIXTH. The corporation may purchase, hold, sell and transfer shares of its capital stock and any other obligations of the corporation to such extent, in such manner and upon such terms as the Board of Directors from time to time shall determine.

     SEVENTH. This business shall be designated as a small business corporation pursuant to Section 1244 of the Internal Revenue Code as amended from time to time.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 27^th day of December, 1989.

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/s/ JOHN B. CORNETET  

JOHN B. CORNETET (Incorporator) 

EX-3.86

Exhibit 3.86

CODE OF REGULATIONS
OF
NOVA ENGINEERING, INC.

adopted by its shareholders entitled to vote for the government of the corporation:

ARTICLE I
MEETINGS OF SHAREHOLDERS

     (a) Annual Meetings. The regular annual meeting of the shareholders shall be held at the principal office of the corporation, in Fairfield, Ohio on the 1st day in March of each year, at 9:00 a.m. If that day falls on a legal holiday, the meeting shall be held on the day following at the same hour. The first annual meeting shall be held in 1993.

     (b) Special Meetings. The Secretary shall call special meetings pursuant to a resolution of the Board of Directors, or upon the written request of two directors, or by shareholders representing 25% of the shares issued and entitled to vote. Calls for special meetings shall specify the time, place and purpose therefor. No business other than that specified in the call shall be considered.

     (c) Notice of Meetings. A written notice stating the date, time, place and purposes of the meeting of shareholders shall be given either by personal delivery or by mail at least thirty days before the date of the meeting to each shareholder of record entitled to notice of the meeting. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation.

     All notices, with respect to any shares held in more than one name, may be given to the one who is named first on the certificate of stock. Notice so given shall be considered as notice to all the holders on such shares.

     (d) Quorum. A majority of the shares issued and outstanding, represented by the holders of record thereof, in person or by proxy, shall constitute a quorum at any meeting of shareholders, but less than such number may adjourn the meeting from time to time. At such adjourned meeting any business may be transacted which might have been transacted if the meeting had been held as originally called.

     (e) Proxies. Any shareholder entitled to vote at a meeting of shareholders may be represented and vote thereat by proxy in writing, subscribed by such shareholder or by his duly authorized attorney, and submitted to the Secretary at or before such meeting.

ARTICLE II
SEAL

     The seal of the corporation shall be circular, about two inches in diameter with the name of the corporation appearing around the margin and the word “SEAL” placed in the center. It shall remain in the custody of the Secretary. The seal or a facsimile thereof shall be affixed to all certificates of stock. If deemed advisable and authorized by the Board of Directors, a duplicate

2

seal may be kept and used by any other officer of the corporation or by the Transfer Agent or Registrar.

ARTICLE III
SHARES

     SECTION 1. Certificates. Certificates evidencing the ownership of shares of the corporation shall be issued to those entitled to them by transfer or otherwise. Each certificate shall be numbered consecutively, shall be signed by the President or a Vice-President and by the Secretary, an Assistant Secretary, the Treasurer, or Assistant Treasurer. The certificate shall bear the seal of the corporation and shall contain such recitals as may be required by law. The certificates shall be of such tenor and design as the Board of Directors may determine.

     SECTION 2. Transfer. (a) Shares may be transferred by the registered holders thereof or by their legally empowered attorneys or by their legal representatives, by surrender of the certificate and a written assignment of the shares. The Board of Directors may appoint such Transfer Agents or Registrars of shares as it may deem advisable and may define their powers and duties.

     (b) All endorsements, assignments, transfers, share powers or other instruments of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two of the following officers: the President or a Vice-President, and the Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary, or by any person or persons authorized by the Board of Directors.

     SECTION 3. Lost Certificates. The Board of Directors may order new certificates to be issued in place of any certificates claimed to have been lost or destroyed. In every case the owner or owners of the lost certificates shall first furnish a bond to the corporation with surety or sureties satisfactory to the corporation, in such sum as the Board of Directors may, in its discretion, deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of the new certificates.

     The Board of Directors may, in its discretion, refuse to issue such new certificates, save upon the order of a court or competent jurisdiction.

     SECTION 4. Closing of Transfer Books. The share transfer books of the corporation may be closed by order of the Board of Directors for a period not exceeding ten (10) days prior to any meeting of shareholders and for a period not exceeding ten (10) days prior to the payment of any dividend. The times during which the books may be closed shall be fixed by the Board of Directors.

ARTICLE IV
DIRECTORS

     The number of members of the Board of Directors shall be determined pursuant to law, and then only by a resolution of the shareholders entitled to vote. The election of directors shall be held at the regular annual meeting of the shareholders or at a special meeting called for that purpose.

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     Unless removed as permitted by law or by these regulations, Directors shall hold office until the expiration of the term for which they were elected and shall continue in office until their respective successors shall have been duly elected and qualified.

ARTICLE V
VACANCIES IN THE BOARD

     A resignation by a director shall take effect upon its receipt by the Secretary unless some other time is specified therein. In case of any vacancy in the Board of Directors through death, resignation, removal, disqualification or other cause deemed sufficient by the Board, the remaining directors, though less than a majority of the Board, by affirmative vote of a majority of those present at any duly convened meeting may, except as hereinafter provided, elect a successor to hold office for the unexpired portion of the term of that Director, and until the election and qualification of a successor.

ARTICLE VI
REGULAR MEETINGS

     Regular meetings of the Board of Directors shall be held periodically on such dates as the Board may designate.

ARTICLE VII
SPECIAL MEETINGS

     Special meetings of the Board of Directors shall be called by the Secretary and held at the request of the President or any two of the Directors.

ARTICLE VIII
NOTICE OF MEETINGS

     Written notice of the time and place of each meeting of the Directors shall be given by the Secretary to each Director either by personal delivery or by mail, telegram, or cablegram at least two days before the meeting, which notice need not specify the purposes of the meeting.

     Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

ARTICLE IX
QUORUM

     A majority of the Directors in office at the time shall constitute a quorum at all meetings.

ARTICLE X
PLACE OF MEETINGS

     The Board of Directors may hold its meetings at such place or places within or without the State of Ohio as the Board may, from time to time, determine.

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ARTICLE XI
COMPENSATION

     Directors, as such, shall not receive any stated salary for their services. By resolution of the Board a fixed sum for expenses, if any, may be allowed for attendance at each meeting, regular or special. Nothing herein contained shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of executive or special committees meetings as the Board of Directors may determine.

ARTICLE XII
ELECTION OF OFFICERS

     At the first meeting of the Board of Directors in each year held after the annual meeting of the shareholders and at any special meeting provided in Article VII, the Board of Directors shall elect or choose the officers of the corporation and designate such subordinate officers and employees as it shall determine. They may also appoint an executive committee or committees from their number and define their powers and duties.

ARTICLE XIII
OFFICERS

     The officers of this corporation shall be a President, a Vice-President, a Secretary and a Treasurer who may or may not be directors and who need not be separate individuals. The officers shall be elected or chosen by the Board of Directors and shall hold office for one year and until their successors are elected or chosen and qualified. Additional Vice-Presidents may be elected or chosen as may be determined by the Directors who may also appoint one or more Assistant Directors who may also appoint one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers and agents of the corporations as it may determine.

     Any officer or employee elected or appointed by the Board of Directors, other than that of Director, may be removed at any time upon vote of the majority of the Board of Directors.

     Other than the offices of President and Secretary, any two or more offices may be held by the same person.

     The Board of Directors may, in case of the absence of any officer for any other reason it may deem sufficient, delegate the powers or duties of such officer to any other officer or to any Director, provided a majority of the Board of Directors concurs.

ARTICLE XIV
DUTIES OF OFFICERS

     (a) President. The President shall preside at all meetings of Shareholders and directors. The President shall exercise, subject to the control of the Board of Directors and the shareholders of the corporation, a general supervision over the affairs of the corporation.

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     (b) Vice-President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties and be vested with the authority of the President.

     (c) Secretary. The Secretary shall record the minutes of all proceedings of the Board of Directors and of the shareholders and shall maintain proper records thereof which shall be attested by him. He shall keep such books as may be required by the Board of Directors and shall take charge of the seal of the corporation.

     (d) Treasurer. The Treasurer shall have the custody of the funds and securities of the corporation which may come into his hands and shall do with the same as may be ordered by the Board of Directors. When necessary or proper, he may endorse, for collection on behalf of the corporation, checks, notes and other obligations. He shall deposit the funds of the corporation to its credit in such banks and depositaries as the Board of Directors may, from time to time, designate. He shall submit to the annual meeting of the shareholders a statement of the financial condition of the corporation. He shall keep and maintain in the books of the corporation full and accurate accounts of all moneys received and disbursed for and on account of the corporation, and shall, whenever required by the Board of Directors, make and render a statement of his accounts and such other statements as may be required.

     (e) General Duties of All Officers. All officers shall perform generally all duties incident to the particular office and also such other duties as may be assigned to such officer by the Board of Directors.

ARTICLE XV
ORDER OF BUSINESS

     The order of business at meetings of shareholders shall be the order or sequence usual and generally prevalent for the orderly conduct of the business of such meetings.

     In case of a dispute or question as to procedure, the standard and recognized rules of parliamentary procedure shall govern unless otherwise specifically provided in these regulations or by law.

     All persons claiming to hold proxies shall present them to the Secretary for verification before the opening of the meeting.

ARTICLE XVI
FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in each year.

ARTICLE XVII
FORCE AND EFFECT OF CODE OF REGULATIONS

     This Code of Regulations is subject to the provisions of the General Corporation Law Chapter 1701 of the Ohio Revised Code and the corporation’s Articles of Incorporation as they may be amended. If any provision in this Code of Regulations is inconsistent with any provision

6

of the law or of the Articles of Incorporation, the provision of the law or of the Articles of Incorporation shall govern.

ARTICLE XVIII
ADAPTATION TO ONE PERSON CORPORATION

     Wherever in this Code of Regulations references are made to more than one incorporator, director or shareholder, they shall, if this is a sole incorporator, director, shareholder corporation, be construed to mean the solitary person; and all provisions dealing with the quantum of majorities or quorums shall be deemed to mean the action by the one person constituting the corporation.

ARTICLE XIX
AMENDMENTS

     These regulations may be amended or new regulations may be adopted at a meeting held for such purpose, by the affirmative note of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal; notice of which meeting having been given pursuant to these regulations. The foregoing may be accomplished without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal.

     The shareholders may adopt and may authorize the Directors to adopt, either before or during an emergency as that term is defined in the Revised Code, such emergency regulations as may be permitted by law, which shall be operative only during an emergency.

PROCEEDINGS OF THE INCORPORATOR

     On the 28th day of December, 1989, John B. Cornetet, desiring to form a body corporate, in accordance with the general corporation laws of the State of Ohio, under the name and style of Nova Engineering, Inc., and with all the corporate rights, powers, privileges and liabilities enjoyed or imposed by such laws, did subscribe and acknowledge, as required by law, Articles of Incorporation, which Articles together with Original Appointment of Agent, were, on the 28th day of December, 1989, duly filed in the office of the Secretary of State at Columbus, Ohio, and by him recorded, and the original of which Articles, Original Appointment of Agent, and the Certificate of the Secretary of State, all as recorded on Roll G767 at Frame 1368 of the Records of Incorporation and Miscellaneous Filings, are attached hereto.

John B. Cornetet, Incorporator

EX-3.87

Exhibit 3.87

Delaware	PAGE 1
The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “L-3 COMMUNICATIONS SHARED SERVICES, LLC”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER, A.D. 2007, AT 6:04 O’CLOCK P.M.

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:50 PM 12/21/2007
FILED 06:04 PM 12/21/2007
SRV 071356689 – 4479193 FILE

CERTIFICATE OF FORMATION

OF

L-3 COMMUNICATIONS SHARED SERVICES, LLC

     1. The name of the limited liability company is: L-3 Communications Shared Services, LLC.

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of L-3 Communications Shared Services, LLC this 18^th day of December, 2007.

/s/ Christopher C. Cambria 12/18/2007  

Christopher C. Cambria 

Authorized Person 

EX-3.88

Exhibit 3.88

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

L-3 COMMUNICATIONS SHARED SERVICES, LLC

     This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of L-3 Communications Shared Services, LLC (the “Company”), is entered into as of the 24^th day of March 2010, by L-3 Communications Corporation, as sole Member (the “Member”).

RECITALS

A.	A Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on December 21, 2007.
B.	The Member entered into that certain Limited Liability Company Agreement of the Company dated as of the December 18, 2007 (the “Original Agreement”).
C.	The Member now desires to amend and restate the Original Agreement in its entirety.

Accordingly, the Member hereby amends and restates the Original Agreement in its entirety, effective immediately, as follows:

1. Continuation. The Member hereby continues the Company pursuant to the terms and conditions of this Agreement.

2. Name. The name of the Company is L-3 Communications Shared Services, LLC.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

6. Member. The name and the business, residence or mailing address of the Member is as follows:

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L-3 Communications Corporation
600 Third Avenue
New York, NY 10016

7. Powers.

     (a) The business and affairs of the Company shall be managed by the Member. The Member shall be a “manager” within the meaning of the Act and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees, the officers and employees of the Company and other persons designated by the Member in carrying out any of and all of its powers and authorities under this Agreement, and to delegate any of and all the powers and authorities that the Member possesses under this Agreement to any of its officers and employees, to any officers and employees of the Company and to any other person designated by the Member.

     (b) The Member may, from time to time, designate a President, a Treasurer and a Secretary of the Company. The Member may also designate one or more Vice Presidents and one or more other officers. Each such officer shall hold office until his successor is elected or appointed and qualified or until his earlier resignation or removal. The Member may remove any officer, in each case with or without cause at any time, but such removal shall be without prejudice to the contractual rights, if any, of such officer with the Company. Any individual may hold more than one office. Any officer also may serve as officer, employee or agent of the Member or any of its affiliates.

     (c) Subject to Section 7(a) and 7(b), the duties of the following officers (if designated) will be as follows:

          (i) President. The President shall manage the day-to-day operations and business of the Company, subject to control, supervision and oversight of the Member.

          (ii) Vice President. The Vice President or if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Member, shall have all the powers and perform all the duties of the President during the absence or inability to act of the President. Each Vice President also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President. A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

          (iii) Secretary. The Secretary shall record the proceedings of the meetings of the Member in a book to be kept for that purpose, and shall give notice as required by law or this Agreement of all such meetings. The Secretary shall have custody of the seal of the Company, if any, and of all books, records and papers of the Company, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by

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resolution of the Member. The Secretary also shall have such other powers and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

          (iv) Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Company in books belonging to the Company, shall deposit all moneys and other valuable effects of the Company in the name and to the credit of the Company in such depositories as may be designated by the President or the Member. The Treasurer also shall have other power and perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by, the Member or the President.

     (d) The Member hereby is designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendment of the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     (e) The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner in a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.

8. Term. The term of the Company shall continue until the Company is dissolved by the Member.

9. Capital Contributions. The Member has contributed the following amount, in cash, and no other property, to the Company:

L-3 Communications Corporation — $100

10. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

11. Allocations of Profits and Losses. The Company’s profits and losses shall be allocated in proportion to the capital contribution of the Member.

12. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

13. Assignments. The Member may assign in whole or in part its interests in the Company.

14. Liability. To the fullest extent permitted by law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Except

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as otherwise expressly required by law or pursuant to this Agreement, the Member shall have no liability in excess of (a) the amount of its capital contributions, and (b) its share of any assets and undistributed profits of the Company. As used in this Agreement, “Covered Person” means the Member, any affiliate of the Company, and any of the officers, directors, stockholders, partners, members, managers, trustees, employees, representatives or agents of the Member, the Company or an affiliate of the Company.

15. Exculpation. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Covered Person shall be liable to the Company the Member for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person, unless such act or omission resulted from fraud, bad faith, willful misconduct, an intentional and material breach of this Agreement or a violation of applicable securities laws by such Covered Person. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Company, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to the Member or the Company. To the extent that, at law or in equity, the Member has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the fullest extent permitted by law, the Member acting under this Agreement shall not be liable to the Company for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they eliminate or restrict the duties and liabilities of the Member otherwise existing at law or in equity, are agreed by the Member, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of the Member.

16. Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Company or which relate to or arise out of or in connection with the Company, its property, its business or affairs; provided, that a Covered Person shall not be entitled to indemnification under this Section with respect to any claim, issue or matter unless such act or omission resulted from fraud, bad faith, willful misconduct, an intentional and material breach of this Agreement or a violation of applicable securities laws by such Covered Person. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the Member) in defending any claim, demand, action, suit or proceeding may, with the approval of the Member, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section, and the Company and its affiliates shall have a continuing right of

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offset against such Covered Person’s interests/investments in the Company and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. The Company may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. The Member shall not be personally obligated with respect to indemnification pursuant to this Section.

17. Expenses. To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees) incurred by a person who may be entitled to indemnification under this Agreement in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the person(s) who may be obligated to indemnify under this Agreement prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified pursuant to Section 16.

18. Notice of Proceedings. Promptly after receipt by a Covered Person or notice of the commencement of any proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such proceeding; provided, however, that the failure of a Covered Person to give notice as provided herein shall not relieve the Company of its obligations under Section 16 and 17, except to the extent that the Company’s ability to defend the proceeding is prejudiced by such failure. If any such proceeding is brought against a Covered Person (other than a proceeding by or in the right of the Company), the Company shall be entitled, upon notice to the Covered Person, to assume the defense of such proceeding with counsel selected by the Company, provided, however, that the Covered Person shall be entitled to participate in such proceeding and to retain its own counsel at its own expense. Once the Company gives notice to the Covered Person that it will assume the defense of such proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the proceeding and claims asserted therein.

19. Insurance. The Company may purchase and maintain insurance, to the extent, in such amounts and on behalf of such persons as the Member shall deem reasonable; this insurance may cover any liability that may be asserted against (or expenses that may be incurred by) any such persons in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such persons under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons that differ from the provisions of Sections 14 through 18. The Company also may adopt written procedures pursuant to which arrangements are made for the funding of obligations arising under Sections 16 and 17 and containing such other procedures regarding indemnification as the Company reasonably deems appropriate.

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20. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

21. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

22. Amendment. This Agreement may be amended at any time by the written consent of the Member.

23. Governing Law. The laws of the State of Delaware (without reference to its choice of law principles) shall govern the validity of this Agreement, the construction of its terms, and the interpretations of the rights and duties of the Member.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the time and date first above written.

L-3 COMMUNICATIONS SHARED SERVICES, LLC
By:	L-3 COMMUNICATIONS CORPORATION,
	its sole member

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

EX-3.89

Exhibit 3.89

KDI PRECISION MANUFACTURING
CORPORATION

* * * * * * * * * * * * * * * ** * * * * * * * * * *

CERTIFICATE

OF

INCORPORATION

* * * * * * * * * * * * * * * ** * * * * * * * * * *

Organized under the laws of the
STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

of

KDI PRECISION MANUFACTURING CORPORATION

     1. The name of the corporation is KDI PRECISION MANUFACTURING CORPORATION.

     2. The address of the corporation’s registered office in Delaware is 100 West Tenth Street, City of Wilmington, County of New Castle. The Corporation Trust Company is the corporation’s registered agent at that address.

     3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

     Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the corporation shall have the purpose, object and power to manufacture and sell slip rings, brush blocks, relays and other electronic equipment.

     4. The corporation shall have authority to issue 1,000 shares of Common Stock of the par value of $1.00 each.

     5. The Board of Directors shall have the power to make, alter or repeal the by-laws of the corporation.

     6. To the full extent permitted by Section 145 of the Delaware General Corporation Law, as the same may be amended from time to time, the corporation shall indemnify all persons whom it may indemnify pursuant thereto.

     7. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or

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stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stock-holders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation.

     8. The name and mailing address of the incorporator is:

Name	Mailing Address
Farrell O’Brien	277 Park Avenue
	New York, New York

     IN WITNESS WHEREOF, I have hereunto set my hand, the 24th day of November, 1967.

/s/ Farrell O’Brien

Farrell O’Brien

Delaware	PAGE 1
The First State

STATE OF NEW YORK	)
	:	ss.:
COUNTY OF NEW YORK	)

     BE IT REMEMBERED that on this 27th day of November, 1967, personally came before me, FREDERICK FARRAN, a Notary Public in and for the County and State aforesaid, FARRELL O’BRIEN the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate to be the act and deed of the signer, and that the facts therein stated are true.

     GIVEN under my hand and seal of office the day and year aforesaid.

/s/ Frederick Farran  

Frederick Farran 

[Notarial Seal] 

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

KDI Precision Products, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by written consent without a meeting, adopted a resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of said corporation:

     RESOLVED, that Paragraph 1 of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows:

“1. The name of the corporation is L-3 Fuzing and Ordnance Systems, Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Amended and Restated Certificate of Incorporation shall be effective on December 31, 2008 at 11:58 pm.

IN WITNESS WHEREOF, said KDI Precision Products, Inc., has caused this certificate to be sied by Christopher C. Cambria, its Vice President and Secretary, this 19^th day of December, 2008.

	KDI Precision Products, Inc.,
By	/s/ Christopher Cambria Christopher C. Cambria
	Vice President and Secretary

EX-3.90

Exhibit 3.90

Restated December 29, 1995

AMENDED AND RESTATED
BY LAWS
OF
KDI PRECISION PRODUCTS, INC.

ARTICLE I

Offices

     The principal office of the Corporation in Delaware shall be in the City of Wilmington, County of Newcastle.

ARTICLE II

Voting on Special Matters; Shareholder’s Agreement

     Section 1. Issuance of Additional Shares. The affirmative vote of seventy-five percent (75%) of the issued and outstanding shares of the Corporation shall be required before the Corporation may issue additional shares or before the Corporation sells substantially all of its assets, dissolves, or merges or consolidates with another corporation or business entity.¹

     Section 2. Shareholders Agreement. If there is in force an agreement between the Corporation and all of its shareholders addressing the governance of the Corporation, such agreement shall be determinative if there exists a conflict between a provision of these By-laws and such agreement or if these By-laws do not address an issue addressed in such agreement.

ARTICLE III

Meetings of Stockholders

     Section 1. Annual Meetings. An annual meeting of stockholders for the election of Directors and such other business that may come before them shall be held at the Company’s principal place of business in Ohio in accordance with these By-Laws, in each year on the second Monday of December, if not a legal holiday, or, if a legal holiday, then on the next succeeding business day not a legal holiday.

     Section 2. Special Meetings. A special meeting of stockholders may be held for any purpose at such place as shall be stated in the notice of meeting. Such meetings may be called by the President and shall be called by the President or by the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of a stockholder or stockholders

¹ Repealed 12/31/97 pursuant to a resolution of the Board of Directors.

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owning 20% of the outstanding capital stock, and shall be held at such time as may be fixed by the President or by the Board of Directors or by the stockholders in such written request. Such written request shall state the purpose or purposes of the proposed meeting and business transacted thereat shall be confined to those purposes.

     Section 3. Time and Place of Meetings. Each meeting of stockholders shall be held at the Company’s principal place of business in Ohio or such other place as agreed to by the stockholders.

     Section 4. Notice of Meetings. The notice of each meeting of stockholders shall be in writing and signed by the Chairman of the Board, the President, a Vice-President, the Secretary or an Assistant Secretary. Such notice shall state the purpose or purposes for which the meeting is called and the time and place it is to be held.

     Section 5. Inspectors of Election. At each meeting of stockholders at which an election of Directors is to be held, the chairman of the meeting shall, if requested by any stockholder, appoint two persons to act as inspectors of election. The inspectors so appointed shall take and subscribe an oath or affirmation faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of their ability, and thereupon the inspectors shall take charge of the polls, canvass the votes and make a certificate of the results of the vote taken. No Director or candidate for the office of Director shall be appointed an inspector.

     Section 6. Quorum. At all meetings of stockholders, the presence, in person or by proxy, of the holders of record of a majority of the capital stock issued and outstanding and entitled to vote thereat, shall constitute a quorum for the transaction of business. In the absence of a quorum, the holders of record of a majority of the capital stock present in person or by proxy, and entitled to vote thereat, or if no such stockholder is present, any officer entitled to preside at, or act as secretary of, such meeting may adjourn the meeting until the requisite amount of voting stock shall be present.

     Section 7. Voting. Upon the demand of any stockholder the vote upon any question before the meeting shall be by ballot. Except as otherwise provided by law, all elections shall be had and all questions decided by a plurality of the votes cast.

ARTICLE IV

Board of Directors

     Section 1. Number. The number of Directors which shall constitute the whole board shall be as from time to time shall be fixed by the Board of Directors.

     Section 2. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of stockholders.

     Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President and shall be called by the President or the Secretary on the written

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request of two Directors, and shall be held at such time and place as may be fixed by the President or by such Directors in such request. Notice of the time and place of each special meeting of the Board of Directors shall be sent to each Director by facsimile, mail, telegram, cablegram or radiogram; addressed to him at his address as it appears on the records of the Corporation, or telephoned or delivered to him personally at least ten days before the day on which the meeting is to be held. Such notice shall state the purposes of the meeting.

     Section 4. Quorum and Vote. At all meetings of the Board of Directors the presence in person of a majority of the Directors shall be requisite for and shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present, or if no Director is present, any officer entitled to preside at, or act as secretary of such meeting may adjourn the meeting from time to time until a quorum shall be present.

     Section 5. Removal. Any Director may at any time be removed, either with or without cause, by the affirmative vote of the holders of record of a majority of the capital stock issued and outstanding and entitled to vote, given at a special meeting of stockholders, duly called and held for that purpose. Any vacancy in the Board of Directors thereby created may be filled in the same manner by the stockholders at said meeting; provided, however, that if the stockholders do not fill such vacancy at such meeting, a majority of the Directors then in office, though less than a quorum, may fill such vacancy.

     Section 6. Compensation. The Directors, by resolution of the Board of Directors, may receive a fixed sum and expenses for attendance at any meeting of the Board of Directors. Nothing herein shall be construed to preclude any Director from serving the Corporation and receiving compensation in any other capacity.

ARTICLE V

Standing Committees

     Section 1. Executive Committee. The Board of Directors may designate an Executive Committee. The Executive Committee shall not have power to make, alter or repeal these By-Laws, to fill vacancies in the Board of Directors, or to dissolve, remove members or change the number of, or (except as provided in Section 3 of this Article V) fill vacancies in, the Executive Committee.

     Section 2. Committees. The chairman of any committee may call a meeting thereof at anytime on notice to members of the committee and he, or the Secretary, shall call such meeting when requested by any member of the committee.

     Section 3. Vacancies. In the absence or disqualification of any member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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ARTICLE VI

Officers, Subordinates and Agents

     Section 1. Number. The officers of the Corporation shall be a President, a Chairman of the Board, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as may be appointed by resolution of the Board of Directors. The Board of Directors may designate one or more of the Vice-Presidents as Executive, Senior, Financial or Administrative Vice-President, or by such title as it may deem fit and appropriate.

     Section 2. Election, Term of Office and Qualifications. Each officer specifically designated in Section 1 of this Article VI shall be elected by the Board of Directors at its first meeting after each annual meeting of stockholders and shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall be elected and shall qualify, or until his death, disqualification, resignation or removal.

     Section 3. Resignation, Removal and Vacancy. Any officer may resign at any time, unless otherwise provided in any contract with the Corporation, by giving written notice to the President or the Secretary. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the Directors then in office, but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

     Section 4. Powers and Duties of Officers.

     (a) President. The President shall be the chief executive officer of the Corporation subject to the control of the Board of Directors and the Executive Committee. He shall have active executive management of the operations of the Corporation.

     (b) Chairman of the Board. The Chairman of the Board of Directors shall be ex officio a member and chairman of all standing committees, and in general shall perform all duties incident of the office of Chairman. All meetings of stockholders and of the board of Directors shall be presided over by the Chairman of the Board or the President, if one of them is present.

     (c) Vice-Presidents. The Vice-Presidents shall have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors, the President or the Chairman of the Board. At the request of the President, or, in his absence or his disability, the Vice-Presidents in their order of seniority shall perform all of the duties of the President.

     (d) Secretary. The Secretary shall attend all meetings of the Board of Directors and stockholders and record all votes and proceedings, and shall perform like duties for any committee of the Board when required. He shall (except as provided in these By-Laws) give or cause to be given notice of all meetings of the stockholders and of the Board of Directors. He shall keep in safe custody the seal of the Corporation and who authorized by the Board of Directors or any committee affix the same to any instrument requiring it and when so affixed shall be attested by the signature of the Secretary or such other officer or agent as may be designated by the Board of Directors. He shall keep or cause to be kept a stock book containing

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the names alphabetically arranged of all persons who are stockholders of the Corporation, showing their places or residence, the number of shares of stock held by them, respectively, the time when they, respectively, became the owners thereof and the amount paid therefor.

     (e) Treasurer. The Treasurer shall have the custody of all the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the same and to the credit of the Corporation in such depositaries and may be designated by the Board of Directors. He shall disburse the funds of the Corporation only as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     Section 5. Additional Powers. The Board of Directors may from time to time impose or confer upon any officer such additional duties and powers as the Board may see fit, and the Board of Directors may from time to time impose or confer any or all of the duties and powers hereinabove specifically prescribed for any officer upon any other officer or officers.

ARTICLE VII

Capital Stock

     Section 1. Certificates of Stock. There shall be entered on the stock books of the Corporation the number of each certificate issued, the number of shares represented thereby, the name of the person to whom such certificate was issued, the number of shares represented thereby, and the date of issuance thereof.

     Section 2. Transfer of Stock. Transfers of shares of the stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by his attorney thereunto duly authorized by a power of attorney executed in writing and filed with the Secretary, upon the surrender of the certificate or certificates for such shares properly endorsed, with such evidence of the authenticity of such transfer, authorization and other matters as the Corporation or its agents may reasonably require, and accompanied by all necessary federal and state stock transfer tax stamps.

     Section 3. Regulations, Transfer Agents and Registrars. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance and transfer of certificates for shares of the stock of the Corporation and may appoint transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both. Nothing herein shall be construed to prohibit the Corporation from acting as its own transfer agent at any of its offices.

     Section 4. Record Ownership. The Corporation shall be entitled to recognize the exclusive right of a person registered as such on the books of the Corporation as the owner of shares of the Corporation’s stock to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any

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other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VIII

Fiscal Year

     The fiscal year of the Corporation shall end December 31 of each year, unless and until otherwise determined by resolution duly adopted by the Board of Directors.

EX-3.91

Exhibit 3.91

CERTIFICATE OF INCORPORATION

OF

G.A. INTERNATIONAL ELECTRONICS OF FLORIDA CORP.

          WE, the undersigned, do hereby associate ourselves together and subscribe this Certificate of Incorporation for the purpose of forming a corporation under the laws of the State of Florida, and subject to the following provisions:

ARTICLE ONE

          The name of the corporation shall be G.A. INTERNATIONAL ELECTRONICS OF FLORIDA CORP.

ARTICLE TWO

          The corporation may engage in any activity or business permitted under the laws of the United States of America and of the State of Florida.

ARTICLE THREE

          The maximum number of shares of stock which the corporation shall have outstanding at any time, shall be One Hundred (100) Shares of stock which shall be common stock of a par value of Five ($5.00) Dollars per share. All or any part of the capital stock may be paid for either in lawful monies of the United States of America, or in service, at a true valuation thereof.

ARTICLE FOUR

          This corporation shall begin business with a minimum capital of the amount of Five Hundred ($500.00) Dollars.

ARTICLE FIVE

          This corporation shall have perpetual existence.

THIS DOCUMENT PREPARED BY:
MORALES, CABALLERO & MARTIN-LAVIELLE, P.A.
MARCIA B. CABALLERO, ESQUIRE
FLORIDA BAR NUMBER: 0778354
2450 Southwest 137th Avenue
Suite 221
Miami, Florida 33175
(305) 553-8020

 2 

ARTICLE SIX

          The principal office of the corporation shall be located at 245 Southwest 137^th Avenue, Suite 221, Miami, Florida 33175.

          Other offices for the transaction of business may be located wherever the Directors may deem necessary or expedient.

ARTICLE SEVEN

          The business of the corporation shall be managed by a Board of Directors who need not be stockholders of the corporation. The number of Directors, not less than one, shall be fixed by resolution of the stockholders at any regular or special meeting, subject to the manner of holding such meetings prescribed by the by-laws.

ARTICLE EIGHT

          The names and post office addresses of the members of the First Board of Directors and the officers who shall hold office for the first year of existence of the corporation or until their successors are elected or appointed and have qualified, are as follows:

BOARD OF DIRECTORS

Name	Address
GUNTER OLBRICH	11 Potter Avenue Staten Island, New York 10314
BRIGIT OLBRICH	11 Potter Avenue Staten Island, New York 10314
GERARD G. MOLINA	200 Burbank Avenue Staten Island, New York 10306

OFFICERS

Title	Name	Address
PRESIDENT	GUNTER OLBRICH	11 Potter Avenue Staten Island, New York 10314
VICE PRESIENT	GERARD G. MOLINA	200 Burbank Avenue Staten Island, New York 10306
SECRETARY	BRIGIT OLBRICH	11 Potter Avenue Staten Island, New York 10314
TREASURER	BRIGIT OLBRICH	11 Potter Avenue Staten Island, New York 10314

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ARTICLE NINE

          The names and post office addresses of each of the subscribers to this Certificate of Incorporation are:

Name	Address
GUNTER OLBRICH	11 Potter Avenue Staten Island, New York 10314

ARTICLE TEN

          This corporation shall have full power to carry on and transact each or all of the businesses enumerated in Article Two of this Certificate and shall have all the general and additional powers now and hereafter conferred upon it by law.

ARTICLE ELEVEN

          This corporation shall have the power to issue the whole or any part, determined by the Board of Directors, of the shares of the capital stock as partly paid, subject to calls thereon until the whole thereof shall have been paid.

ARTICLE TWELVE

          Upon election of a Board of Directors by the stockholders, such Board of Directors shall manage the business affairs of this corporation, without the necessity of further authority from the stockholders, except as by law or in this Certificate otherwise provided: any action of such Board of Directors may be rescinded, or any officer or director removed from office, only upon a vote of stockholders holding a majority of the stock of the corporation which may at such time be actually issued unless otherwise provided by law whether said stock be fully or partially paid unless otherwise determined by the Board of Directors at or before the time of issuance thereof.

ARTICLE THIRTEEN

          The corporation does hereby designate the following address as its registered office: 2450 Southwest 137^th Avenue, Suite 221, Miami, Florida 33175.

          The corporation does hereby designate MARCIA B. CABALLERO, of 2450 Southwest 137^th Avenue, Suite 221, Miami Florida 33175 as its Registered Agent.

          IN WITNESS WHEREOF, the undersigned incorporator has hereunto set his hand and affixed his seal on this 20^th day of May, 1994.

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//s// Gunter Olbrich

GUNTER OLBRICH

STATE OF FLORIDA	)
	)	SS:
COUNTY OF DADE )

     The foregoing instrument was acknowledged before me this 20^th day of May 1994 by GUNTER OLBRICH, who is personally known to me or who has produced New York State Driver’s License, as identification and who did (did not) take an oath.

//s// Ana Martin-Lavielle

NAME:
NOTARY PUBLIC
State of Florida at Large
My Commission expires:
Commission Number:

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Articles of Amendment
to
Articles of Incorporation
of

G.A. International Electronics of Florida Corp.

(Name of Corporation as currently filed with the Florida Dept. of State)

P94000039297
(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

A. If amending name, enter the new name of the corporation:

L-3 G.A. International, Inc.

The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”

B.	Enter new principal office address, if applicable:
	(Principal office address MUST BE A STREET ADDRESS)
C.	Enter new mailing address, if applicable:	c/o: L-3 Communications Corporation
	(Mailing address MAY BE A POST OFFICE BOX)	600 Third Avenue 35th fl
		New York, NY 10016
D.	If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent:
New Registered Office Address:
	(Florida street address)
	, Florida                      (City)                                              (Zip Code)

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New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.

Signature of New Registered Agent, if changing

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Title	Name	Address	Type of Action
			o Add
			o Remove
			o Add
			o Remove
			o Add
			o Remove

E. If amending or adding additional Articles, enter change(s) here:
(attach additional sheets, if necessary). (Be specific)

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: (if not applicable, indicate N/A)

Page 2

 3 

The date of each amendment(s) adoption: 12/10/08

Effective date if applicable: 11:59 PM on December 31, 2008
(no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

þ The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

o The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

     “The number of votes cast for the amendment(s) was/were sufficient for approval

     by                                                             .”

                    (voting group)

o The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

o The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Dated	12/10/08
Signature	//s// Stephen M. Post
	(By a director, president or other officer — if directors or officers have not been selected, by an incorporator — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	Steven M. Post
	(Typed or printed name of person signing)
	Vice President
	(Title of person signing)

Page 3

EX-3.92

Exhibit 3.92

G.A. INTERNATIONAL ELECTRONICS OF FLORIDA CORP.

BY-LAWS

ARTICLE I
OFFICES

     Section 1. The registered office of G.A. INTERNATIONAL ELECTRONICS OF FLORIDA CORP. (the “Corporation”) shall be located in Miami, Florida.

     Section 2. The Corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of Shareholders for the election of Directors shall be held in Miami, Florida, at such place as may be fixed from time to time by the Board of Directors.

     Section 2. Annual meetings of Shareholders, commencing with the year 1994, shall be held on the 9th day of October, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a majority vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of Shareholders for any purpose other than the election of Directors may be held at such time and place within or without the State of Florida as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of Shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President, the Board of Directors, or the holders of not less than twenty (20) percent of all the Shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally

2

or by mail, by or at the direction of the Board, President, or the holders of not less than twenty (20) percent of all the Shares entitled to vote at the meeting to each Shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of Shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the Shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the Shares of stock issued by the Corporation shall be the act of the Shareholders unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation.

     Section 3. Each outstanding Share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders. A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or by the Shareholder’s duly authorized attorney-in-fact.

     In all elections for Directors every Shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of Shares of stock owned by such Shareholder, for as many persons as there are Directors to be elected, or if the Articles of Incorporation so provide, to cumulate the vote of said Shares, and give one candidate as many votes as the number of Directors multiplied by the number of his or her Shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as the Shareholder may see fit.

     Section 4. Any action required to be taken at a meeting of the Shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V
DIRECTORS

     Section 1. The number of Directors shall be three (3) Directors need not be residents of the State of Florida nor Shareholders of the Corporation. The Directors, other than the first Board of Directors, shall be elected at the annual meeting of the Shareholders, and each Director elected shall serve until the next succeeding annual meeting and until his or her successor shall

3

have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of Shareholders. The number of Directors may be increased or decreased by amendment to the Articles of Incorporation or to these By-Laws.

     Section 2. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, or by the Shareholders, unless the Articles of Incorporation provide otherwise. A Director elected to fill a vacancy shall be elected for the unexpired portion of the term of his or her predecessor in office. A Director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of Shareholders and until his or her successor shall have been elected and qualified.

     Section 3. The business affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the Shareholders.

     Section 4. The Directors may keep the books of the Corporation outside of the State of Florida, except such as are required by law to be kept within the state, at such place or places as they may from time to time determine.

     Section 5. The Board of Directors, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all Directors for services to the Corporation as Directors, officers or otherwise.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Florida.

     Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the Shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the Directors.

     Section 3. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

     Section 4. Meetings of the Board of Directors may be called by the Chairman of the Board or by the President. Special meetings of the Board of Directors shall be preceded by four (4) business days’ notice sent to Directors of the date, time, and place of the meeting. Notice may be sent in writing or orally, and communicated in person, by telephone, telecopier, E-mail, electronic communication or by mail. The notice shall include the purpose of the meeting.

4

     Section 5. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director, at the beginning of the meeting or promptly upon the arrival, objects to the transaction of any business because the meeting is not lawfully called or convened.

     Section 6. Two of the Directors shall constitute a quorum for the transaction of business unless a different number is required by law or by the Articles of Incorporation. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the Articles of Incorporation. Whether or not a quorum shall be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

ARTICLE VII
EXECUTIVE COMMITTEE

     Section 1. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate two or more Directors to constitute an Executive Committee, to the extent provided in such resolution, which shall have and exercise all of the authority of the Board of Directors in the management of the Corporation, except as otherwise required by law. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

ARTICLE VIII
NOTICES

     Section 1. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
OFFICERS

     Section 1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also choose additional Vice-Presidents, and one or more Assistant Secretaries and Assistant Treasurers.

     Section 2. The Board of Directors at its first meeting after each annual meeting of Shareholders shall choose a President, a Vice-President, a Secretary and a Treasurer, none of whom need be a member of the Board.

     Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5

     Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

     Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

THE PRESIDENT

     Section 6. The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the Shareholders and the Board of Directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     Section 7. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

THE VICE-PRESIDENTS

     Section 8. The Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the Shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

     Section 10. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

     Section 12. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the Treasurer’s transactions as Treasurer and of the financial condition of the Corporation.

     Section 13. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer’s office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

     Section 14. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The Shares of the Corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by the President of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. When the Corporation is authorized to issue Shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the Corporation will furnish to any Shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the Shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the Shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

     Section 2. The signature of the officer of the Corporation upon a certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

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UNCERTIFICATED SHARES

     Section 3. The Board of Directors of the Corporation may authorize the issuance of some or all of the Shares of any or all of its classes or series without certificates. Shares already represented by certificates shall not be affected until they are surrendered to the Corporation.

     Section 4. Within thirty (30) days after the issuance or transfer of Shares without certificates, the Corporation shall send Shareholders a written statement of the information required on the certificates by Florida Statute section 607.0625 (2) and (3), and, if applicable, Florida Statute section 607.0627.

LOST CERTIFICATES

     Section 5. The Board of Directors may direct a new certificate or an equivalent new uncertificated security in place of any certificate therefore issued by the Corporation alleged to have been lost, destroyed, or wrongfully taken. When authorizing such issuance of a new certificate or an equivalent new uncertificated security, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost, destroyed, or wrongfully taken.

TRANSFERS OF SHARES

     Section 6. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing Shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate or an equivalent new uncertificated security shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

FIXING OF RECORD DATE

     Section 7. For the purpose of determining Shareholders entitled to notice of a Shareholders’ meeting, to demand a special meeting, to vote, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors may provide that the record date be fixed not more than seventy days (70) before the meeting or action requiring a determination of Shareholders. For the purpose of determining those Shareholders entitled to demand a special meeting, such record date shall be thirty (30) days before the special meeting. For the purpose of determining those Shareholders entitled to take action without a meeting, such record date shall be thirty (30) days before the action requiring a determination of Shareholders. For the purpose of determining those Shareholders entitled to notice of and to vote at an annual or special Shareholders’ meeting, such record date shall be thirty (30) days before the meeting. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

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LIST OF SHAREHOLDERS

     Section 8. After fixing a record date for a meeting, the officer or agent in charge of the records for Shares shall prepare an alphabetical list of the names of all Shareholders who are entitled to notice of a Shareholders’ meeting, arranged by voting group, with the address of, and the number and class and series, if any, of Shares held by each. The Shareholders’ list shall be available for inspection by any Shareholder for a period of ten (10) days prior to the meeting and shall be kept on file at the Corporation’s principal office. A Shareholder or the Shareholder’s agent or attorney shall be entitled on written demand to inspect the list, subject to the requirements of Florida Statute section 607.1602(3) during regular business hours and at the Shareholder’s expense, during the period it shall be available for inspection. The Shareholders’ list shall be made available at the meeting, and any Shareholder or the Shareholder’s agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. The Shareholders’ list shall be prima facie evidence of the identity of Shareholders entitled to examine the Shareholders’ list or to vote at a meeting of Shareholders.

ARTICLE XI
GENERAL PROVISIONS

DISTRIBUTIONS

     Section 1. Subject to the restrictions of the Articles of Incorporation relating thereto, if any, and to limitation by statute, distributions may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be made in cash, in property, or as a dividend. Share dividends may be issued pro rata and without consideration to the Corporation’s Shareholders or to the Shareholders of one or more classes or series, subject to the provisions of the Articles of Incorporation.

     Section 2. Before any distribution may be made, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Directors from time to time, in their absolute discretion, think proper to meet debts of the Corporation as they become due in the usual course of business, or for such other purpose as the Directors shall think conducive to the interest of the Corporation.

CHECKS

     Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

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SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Florida”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

MISCELLANEOUS

     Section 6. Where appropriate, the singular shall include the plural, and vice versa, and the male gender shall include the female and neuter. The captions in these By-Laws are for convenience only, and they shall not effect the constructions of the provisions hereof.

ARTICLE XII
AMENDMENTS

     Section 1. These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted at any regular or special meeting of the Shareholders at which a quorum shall be present or represented, by the affirmative vote of a majority of the Shares issued and outstanding and entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

     Section 2. These By-Laws supersede and replace any and all prior By-Laws of the Corporation.

     Certified to be the By-Laws adopted by the Shareholders and Directors of the Corporation, at a Special Joint Meeting of the Shareholders and Directors of the Corporation held on June 25, 2004.

Attest:

/s/ Gunter Olbrich GUNTER OLBRICH, President

/s/ Birgit Olbrich BIRGIT OLBRICH, Secretary

BYLAWS OF

G.A. INTERNATIONAL ELECTRONICS OF ALASKA CORP.

ARTICLE I

OFFICES

Section 1. REGISTERED OFFICE

The registered office of G.A. INTERNATIONAL ELECTRONICS OF ALASKA CORP. (“the Corporation”) shall be located in the State of Alaska, as required by law.

Section 2. OTHER OFFICES

The Corporation may have offices at such other places both within or without the State of Alaska as the Board of Directors may from time to time designate, or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS: MEETINGS AND VOTING

Section 1. PLACE OF MEETINGS

Meetings of the Shareholders shall be held at the principal office and place of business of the Corporation or at such other place, either within or without the State of Alaska, as the Board of Directors may designate.

Section 2. ANNUAL MEETING

The annual meeting of the Shareholders commencing with the year 2005 shall be held on the 5th day of January of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, at the principal office and place of business of the Corporation, or at such other place that the President of the Corporation may reasonably designate, at 10:00 a.m. At the annual meeting, the Shareholders shall elect by vote a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting. In the event that the annual meeting is not held on the date herein provided for such meeting, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as may be convenient. Such meeting shall be called in the same manner as the annual meeting, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting.

Section 3. SPECIAL MEETINGS

Special meetings of the Shareholders may be called by the President or the Board of Directors and shall be called by the Secretary at the request in writing of holders of not less than fifteen

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(15%) percent of all the Shares entitled to vote at such meeting. Such request shall state the purpose of the proposed meeting.

Section 4. NOTICE OF MEETINGS

     (a) Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Shareholder at their address as it appears or the stock transfer books of the Corporation, with postage thereon prepaid.

     (b) Notice of any regular or special meeting may be waived by written consent whether executed before or subsequent to such meetings. The attendance of any Shareholder in person or their representative by proxy at any regular or special meeting shall be deemed a waiver of the notice hereby prescribed except where a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     (c) When a meeting is adjourned for thirty (30) days or more, or when a redetermination of the persons entitled to receive notice of the adjourned meeting is required by law, notice of the adjourned meeting shall be given in the same manner as an original meeting. In all other cases no notice of the adjournment or of the business to be transacted at the adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.

Section 5. QUORUM

     (a) At any meeting of the Shareholders, the holders of a majority of the Shares entitled to vote being present in person or represented by proxy shall constitute a quorum for the transaction of business. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

     (b) In the absence of a quorum, a majority of those present in person or represented by proxy may adjourn the meeting from time to time until a quorum shall attend. Any business which might have been transacted at the original meeting may be transacted at the adjourned meeting if a quorum exists.

     (c) If a quorum is present, the affirmative vote of a majority of the Shares represented at the meeting shall be the act of the Shareholders unless the vote of a greater number of Shares is required by law or by the Articles of Incorporation.

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Section 6. VOTING OF SHARES

     (a) Each outstanding Share is entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of the Shares of a class are limited or denied by the Articles of Incorporation.

     (b) A Shareholder may vote their Shares either in person or by proxy executed in writing by the Shareholder or by their duly authorized attorney-in-fact and filed with the Secretary before being voted. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

     (c) At all elections of Directors, each Shareholder, to the extent permitted by the Articles of Incorporation or any Shareholder Agreement in effect, shall be entitled to cumulate as many votes as shall equal the number of Shares of their stock, multiplied by the number of Directors to be elected and for which they are entitled to vote, and they may cast all of such votes for a single Director or they may distribute them among the candidates as they may see fit.

Section 7. VOTING RIGHTS

The persons entitled to receive a notice of and to vote at any Shareholder’s meeting shall be determined from the records of the Corporation on the date of mailing of the notice or on such other date not more than fifty (50) nor less than ten (10) days before such meeting as shall be fixed in advance by the Board of Directors.

Section 8. VOTING OF SHARES BY CERTAIN HOLDERS

     (a) Shares standing in the name of another Corporation may be voted by such officer, agent or proxy as the Bylaws of such Corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such Corporation may determine.

     (b) Shares held by any administrator, executor, guardian or conservator may be voted by them, either in person or by proxy, without a transfer of such Shares into their name. Shares standing in the name of a trustee may be voted by them, either in person or by proxy, but no trustee shall be entitled to vote Shares held by them without a transfer of such Shares into their name.

     (c) Shares standing in the name of a receiver may be voted by such receiver, and Shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into their name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

     (d) A Shareholder whose Shares are pledged shall be entitled to vote such Shares until the Shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the Shares so transferred.

     (e) Neither treasury shares, nor shares of its own stock held by a Corporation in a fiduciary capacity, nor Shares held by another Corporation if a majority of the Shares entitled to vote for the election of Directors of such other Corporation is held by the Corporation shall be

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voted at any meeting or counted in determining the total number of outstanding Shares at any given time.

Section 9. VOTING LISTS

The officer or agent having charge of the stock transfer books for Shares of the Corporation shall make, at least ten (10) days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of Shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the Shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 10. ACTION WITHOUT A MEETING

Any action which the law, the Articles of Incorporation, or the Bylaws require or permit the Shareholders to take at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Shareholders entitled to vote on the matter. The consent which shall have the same effect as a unanimous vote of the Shareholders shall be filed in the records of minutes of the Corporation.

ARTICLE III

DIRECTORS: MANAGEMENT

Section 1. POWERS

The business and affairs of the Corporation shall be managed by a Board of Directors who shall exercise or direct the exercise of all corporate powers except to the extent Shareholder authorization is required by law, the Articles of Incorporation or these Bylaws.

Section 2. NUMBER

The Board of Directors shall consist of four members until the number is changed by the Board of Directors by amendment of these Bylaws. No reduction of the number of Directors shall have the effect of removing any director prior to the expiration of their term of office. Directors need not be residents of the State of Alaska nor Shareholders of the Corporation.

Section 3. ELECTION AND TENURE OF OFFICE

The Directors shall be elected at the annual meeting of the Shareholders to serve for one year or until their successors are elected and qualified. Their term of office shall begin immediately after election.

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The Directors may be removed at any time and without cause by a majority vote of the Shares issued; provided, however, that no such removal shall be effective if the votes cast against such removal would have been sufficient to elect such Director if then cumulatively voted at an election of the entire Board of Directors.

Section 4. VACANCIES

     (a) A vacancy in the Board of Directors shall exist upon the death, resignation or removal of any Director.

     (b) Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office for the balance of the unexpired term of their predecessor and until their successor is elected and qualified.

     (c) The Shareholders may at any time elect a Director to fill any vacancy not filled by the Directors, and shall elect the additional Directors in the event an amendment of the Bylaws is adopted increasing the number of Directors.

     (d) If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5. MEETINGS

     (a) Meetings of the Board of Directors shall be held at such place as may be designated from time to time by the Board of Directors or other such persons calling the meeting.

     (b) Annual meetings of the Board of Directors shall be held without notice immediately following the adjournment of the annual meetings of the Shareholders.

     (c) Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or in their absence by the Vice President, or by any two Directors.

Section 6. NOTICE OF SPECIAL MEETINGS

     (a) Notice of the time and place of special meetings shall be given orally or delivered in writing personally or by mail, telegram or fax at least 24 hours before the meeting. Notice shall be sufficient if actually received at the required time or if mailed, telegraphed or faxed not less than three (3) days before the meeting. Notice mailed, telegraphed or faxed shall be directed to the Director’s actual address ascertained by the person giving the notice.

     (b) Notice of the time and place of holding an adjourned meeting need not be given if such time and place is fixed at the meeting adjourned.

     (c) Notice of any special meeting may be waived by written consent, whether executed before or subsequent to such meeting. Attendance of a Director at a meeting shall

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constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. QUORUM AND VOTE

     (a) A majority of the Directors shall constitute a quorum for the transaction of business. A minority of the Directors, in the absence of a quorum, may adjourn from time to time but may not transact any business.

     (b) The action of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the act of a greater number is required by law, by the Articles of Incorporation or these bylaws.

ARTICLE IV

OFFICERS

Section 1. DESIGNATION ELECTION QUALIFICATION

     (a) The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer and such other officers as the Board of Directors shall from time to time appoint. The officers shall be elected by and serve at the pleasure of the Board of Directors. Two or more offices except the offices of President and Secretary, may be held by the same person.

     (b) The Board of Directors at its first meeting after each annual meeting shall elect a President from among the Directors, and shall choose a Vice President, a Secretary and a Treasurer, none of whom need be a member of the Board. No officer need be a Shareholder.

     (c) The Board of Directors in its discretion may elect from among its members a Chairman of the Board of Directors who, when present, shall preside at all meetings of the Board of Directors and who shall have such other powers as the Board may prescribe.

     (d) Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 2. COMPENSATION AND TERM OF OFFICE

     (a) The compensation and term of office of all the officers of the Corporation shall be fixed by the Board of Directors.

     (b) Any officer may be removed, either with or without cause, by action of the Board of Directors.

     (c) Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective

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provided that the Board of Directors may reject any post-dated resignation by notice in writing to the resigning officer.

     (d) This section shall not affect the rights of the Corporation or any officer under any express contract of employment.

Section 3. PRESIDENT

     (a) The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. The President shall preside at all meetings of the Shareholders and, unless a Chairman of the Board of Directors has been elected and is present, shall preside at the meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including an executive committee, if any, shall have the general powers and duties of management usually vested in the office of President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

     (b) The President shall execute bonds, mortgages and other contracts requiring a seal, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 4. VICE PRESIDENTS

The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President and except as specially limited by vote of the Board of Directors, perform the duties and exercise the powers of the President. They shall perform such other duties and shall have such other powers as prescribed by the Board of Directors.

Section 5. SECRETARY

     (a) The Secretary shall attend all meetings of Directors and Shareholders and shall keep or cause to be kept a book of minutes of all meetings of Directors and Shareholders showing the time and place of the meeting, whether it was regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings, the number of Shares present or represented at Shareholders’ meetings and the proceedings thereof.

     (b) The Secretary shall keep or cause to be kept a share register, or a duplicate share register, showing the names of the Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for such Shares, and the number and date of cancellation of certificates surrendered for cancellation.

     (c) The Secretary shall give or cause to be given such notice of the meetings of the Shareholders and of the Board of Directors as is required by the Bylaws. The Secretary shall keep the seal of the Corporation and affix it to all documents requiring a seal, and shall have

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such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 6. TREASURER

     (a) The Treasurer shall have the custody of the corporate funds, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

     (b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all of their transactions as Treasurer and of the financial condition of the Corporation.

Section 7. ASSISTANTS

The Board of Directors may appoint or authorize the appointment of assistants to the Secretary or Treasurer or both. Such assistants may exercise the power of the Secretary or Treasurer, as the case may be, and shall perform such duties as are prescribed by the Board of Directors or by the Bylaws.

Section 8. GENERAL MANAGER

The Board of Directors may also appoint or authorize the appointment of a General Manager, who shall hold office at the pleasure of the Board of Directors. The Board of Directors may delegate to the General Manager such executive powers and authority as they may deem necessary to facilitate the handling and management of the Corporation’s property and interests.

ARTICLE V

EXECUTIVE AND OTHER COMMITTEES

Subject to law, the provisions of the Articles of Incorporation and the Bylaws, the Board of Directors may appoint an executive committee and such other committees as may be necessary from time to time, consisting of such number of its members and having such powers as it may designate. Such committees shall hold office at the pleasure of the Board of Directors.

ARTICLE VI

CORPORATE RECORDS AND REPORTS

Section 1. RECORDS

The Corporation shall maintain adequate and correct books, records and accounts of its business and properties. All of such books, records and accounts shall be kept at its place of business as fixed by the Board of Directors, except as otherwise provided by law.

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Section 2. INSPECTION

All books and accounts of the Corporation shall be open to inspection by the Shareholders in the manner and to the extent required by law.

Section 3. CERTIFICATION AND INSPECTION OF BYLAWS

The original or a copy of the Bylaws and any amendments thereto, certified by the Secretary, shall be open to inspection by the Shareholders and Directors in the manner and to the extent required by law.

Section 4. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board of Directors.

ARTICLE VII

CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES

     (a) Certificates for Shares shall be in such form as the Board of Directors may determine. The certificates shall designate the state in which the Corporation was incorporated, the name of the record holder of the Shares represented thereby, the number of the certificate, the date of issuance, the number of Shares for which it is issued, the par value of such Shares, if any, or that such Shares are without par value, the rights, privileges, preferences and restrictions of the stock, if any, the provisions as to redemption or conversion, if any, and shall make reference to any liens or restrictions upon transfer or voting.

     (b) Every certificate for Shares must be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. If the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation, it may be authenticated by facsimiles of the signatures of such officers.

Section 2. REGISTERED SHAREHOLDERS

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares for all purposes, including distribution of dividends, voting and liability for assessments. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

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Section 3. TRANSFER ON BOOKS

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for Shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation or transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on its books.

Section 4. RESTRICTIONS ON TRANSFER

No securities of this Corporation or certificates representing such securities shall be transferred in violation of any law or of any restriction on such transfer set forth in the Articles of Incorporation or amendments thereto, the Bylaws or any buy and sell agreement, right of first refusal, or other agreement restricting such transfer which has been filed with the Corporation if reference to any such restrictions is made on the certificates representing such securities. The Corporation shall not be bound by any restriction not so filed and noted. The Corporation may rely in good faith upon the opinion of its counsel as to such legal or contractual violation with respect to any such restrictions unless the issue has been finally determined by a court of competent jurisdiction. The Corporation and any party to any such agreement shall have the right to have a restrictive legend imprinted upon any such certificate and any certificates issued in replacement or exchange therefore or with respect thereto.

Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES

In the event a certificate is represented to be lost, stolen or destroyed, a new certificate shall be issued in place thereof upon proof of the loss, theft or destruction and upon the giving of such bond or other security as may be required by the Board of Directors.

Section 6. TRANSFER AGENTS AND REGISTRARS

The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the Shares of the Corporation who shall have such powers and duties as the Board of Directors shall specify.

Section 7. CLOSING STOCK TRANSFER BOOKS

     (a) The Board of Directors may close the transfer books for a stated period not exceeding fifty (50) days to determine the Shareholders entitled to notice of or to vote at a meeting of Shareholders, or entitled to receive payment of a dividend, or in order to make a determination of Shareholders for any proper purpose. If the stock transfer books are closed to determine Shareholders entitled to notice of or to vote at a meeting of Shareholders, they shall be closed for at least ten (10) days immediately preceding the meeting.

     (b) In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of Shareholders. This record date shall not be more than fifty (50) days and, in case of a meeting of Shareholders, not less than ten (10) days before the date on which the particular action requiring the determination of Shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, or

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Shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted is, as the case may be, the record date for the determination of Shareholders.

Section 8. CORPORATIONS OPTION TO PURCHASE STOCK OF TRANSFERING SHAREHOLDER

No stock in the Corporation shall be transferred to a person who is not already a Shareholder unless the Shares shall have first been offered for sale to the other Shareholders of the Corporation on a pro rata basis so as to maintain the proportionate ownership of the nonselling Shareholders, at the same price and on the same terms as would govern upon a transfer to a person not a Shareholder. The offer shall be made in writing, and shall set forth the price and terms and shall be sent by registered mail to each Shareholder of the Corporation at the address listed on the corporate books. The right to transfer this stock to a person not a Shareholder shall not exist until the other Shareholders refuse the offer made as provided above, or until the Shareholders fail for a period of thirty (30) days after receipt of the written offer to the Shareholders to accept same by compliance with the terms therein set forth. If the Shareholders refuse to exercise this option, the Shares shall then be offered to the Corporation in the same manner as offered to the Shareholders, and the right to transfer the Shares shall not exist until the Corporation, through its Board of Directors, have rejected the offer or failed to accept within the time limit above set forth. No sale for less than that amount set forth in the offer to the Shareholders and the Corporation shall be permitted until such time as the offer for this lower amount has been received and rejected in accordance with the provisions of this Bylaw.

ARTICLE VIII

DIVIDENDS AND WORKING CAPITAL

Section 1. DIVIDENDS

Dividends may be declared by the Board of Directors from time to time out of the surplus or net profits of the Corporation and shall be payable at such time or times as the Board of Directors shall determine, subject to preferences and provisions set forth in the Articles of Incorporation and statutes.

Section 2. WORKING CAPITAL

Before the payment of any dividends or the making of any distributions of the net profits, there may be set aside out of the net profits of the company such sum or sums as the Board of Directors may from time to time in their discretion think proper, as a working capital or as a reserve fund to meet contingencies. The Board of Directors may from time to time increase, diminish or vary such capital or such reserve fund in their judgment and discretion.

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ARTICLE IX

GENERAL PROVISIONS

Section 1. FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 2. SEAL

The corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “State of Alaska”.

Section 3. INDEMNIFICATION

The Board of Directors may provide generally or specifically for the indemnification, exoneration, reimbursement or defense of any present or former Director, officer, employee, affiliate agent or contractor of this Corporation for expenses, claims, liabilities, indebtedness, penalties, damage or injury incurred by or caused by them in such capacity except for their own negligence, knowing unauthorized acts, or defalcations not ratified, confirmed or adopted or the benefit thereof received by this Corporation.

Section 4. CONTRACTS

No contract or other transaction between this Corporation and any other corporation or concern shall be invalid or avoidable merely by reason of the fact that one or more Shareholders, Directors or officers of this Corporation are interested in or are Directors or officers of such other corporation or concern, and any Shareholder, Director or officer of this Corporation may be a party to, interested in or profit from any contract or transaction with this Corporation, provided that the relationship, interest or profit is disclosed to the Board of Directors of this Corporation and the contract or transaction is duly approved by action of a majority of the Board of Directors present when such action is taken, or consented to by a majority of the Board of Directors (without counting the vote of any Directors interested or related if a vote is cast provided, that such Director may be counted for the purposes of determining the existence of a quorum); no such Shareholder, acting as such, shall be liable for any loss incurred under or by reason of such contract or transaction, merely by reason of such relationship or interest. Where such Director’s vote is necessary to the entering of such contract or transaction, the contract or transaction shall not be void or voidable if it is fair to this Corporation or its Shareholders at the time it is authorized or approved.

Section 5. MISCELLANEOUS

Where appropriate, the singular shall include the plural, and vice versa, and the male gender shall include the female and neuter. The captions of these Bylaws are for convenience only, and they shall not effect the construction of the provisions hereof.

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Section 6. AMENDMENT OF BYLAWS

     (a) Except as otherwise provided by law, the Board of Directors may amend or repeal these Bylaws or adopt new Bylaws.

     (b) Whenever an amendment or new Bylaw is adopted, it shall be copied in the minute book with the original Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place.

     (c) These Bylaws supercede and replace any and all prior Bylaws of the Corporation.

Certified to be the Bylaws adopted by the Shareholders and Directors of the Corporation at a Special Joint Meeting of the Shareholders and Directors of the Corporation held on January 5, 2005.

Attest:	/s/ Gunter Olbrich GUNTER OLBRICH, President
	/s/ Birgit Olbrich BIRGIT OLBRICH, Secretary

G.A. INTERNATIONAL ELECTRONICS OF ALASKA CORP.

AMENDMENT TO BY-LAWS

     The undersigned, the Shareholders of G.A. INTERNATIONAL ELECTRONICS OF ALASKA CORP., (the “Corporation”) in accordance with Article IX, Section 6(a) of the By-Laws of the Corporation (the “By-Laws”) hereby delete Section 8 of Article VII of the By-Laws in its entirety and hereby delete the current first sentence of Article III, Section 2 Of the By-Laws, and in its place and stead, substitute the following, all effective as of the effective date of the Closing set forth in the Stock Purchase Agreement dated as of July 25, 2008:

ARTICLE III

DIRECTORS: MANAGEMENT

     Section 1. The number of Directors may be one (1).

     Certified to be an Amendment of the By-Laws of the Corporation duly adopted by the Shareholders and Directors of the Corporation, at a Special Joint Meeting of the Shareholders and Directors of the Corporation held on July 14, 2008, duly executed by the undersigned in one or more counterparts, all of which together shall be considered one and the same instrument.

Attest:	G.A. INTERNATIONAL ELECTRONICS OF ALASKA CORP.
	/s/ Gunter Olbrich Gunter Olbrich, President
	/s/ Gunter Olbrich GUNTER OLBRICH, President and Chairman Shareholder and Director
	/s/ Birgit Olbrich BIRGIT OLBRICH, Senior Vice President, Secretary and Treasurer Shareholder and Director
	/s/ Stefanie Olbrich Simonson STEFANIE OLBRICH SIMONSON, Assistant Treasurer Shareholder and Director
	/s/ Edwin Mayer, III EDWIN MAYER, III Vice President-West Coast Operations Shareholder and Director

G.A. INTERNATIONAL ELECTRONICS OF FLORIDA CORP.

AMENDMENT TO BY-LAWS

     The undersigned, the Shareholders of G.A. INTERNATIONAL ELECTRONICS OF FLORIDA CORP., (the “Corporation”) in accordance with Article XII, Section 1 of the By-Laws of the Corporation (the “By-Laws”) hereby delete the current first sentence of Article V, Section 1 of the By-Laws, and in its place and stead, substitute the following, effective as of the effective date of the Closing set forth in the Stock Purchase Agreement dated as of July 25, 2008:

ARTICLE V
DIRECTORS

     Section 1. The number of Directors may be one (1).

     Certified to be an Amendment of the By-Laws of the Corporation duly adopted by the Shareholders and Directors of the Corporation, at a Special Joint Meeting of the Shareholders and Directors of the Corporation held on July 14, 2008, duly executed by the undersigned in one or more counterparts, all of which together shall be considered one and the same instrument.

Attest:

G.A. INTERNATIONAL ELECTRONICS OF

FLORIDA CORP.

/s/ Gunter Olbrich, President Gunter Olbrich, President

/s/ Gunter Olbrich GUNTER OLBRICH,

President and Chairman

Shareholder and Director

/s/ Birgit Olbrich BIRGIT OLBRICH,

Senior Vice President, Secretary and Treasurer

Shareholder and Director

/s/ Stefanie Olbrich Simonson STEFANIE OLBRICH SIMONSON,

Assistant Treasurer

Shareholder and Director

          Resolved, that effective as 11:59 p.m. on the date of the Closing, the following persons are elected to the offices indicated

Michael T. Strianese	Chief Executive Officer
Gunter Olbrich	President
Ralph G. D’Ambrosio	Chief Financial Officer
Stefanie Olbrich Simonson	Vice President, Finance
Steven M. Post	Vice President, Secretary
Steven M. Souza	Vice President, Treasurer
Lawrence Van Blerkom	Vice President, Taxes and Assistant Treasurer
Kenneth W. Manne	Vice President
Shelia M. Sheridan	Vice President, Administration
Kenneth R. Goldstein	Assistant Treasurer

and all other officers be and hereby removed from such office effective as of 11:59 p.m. on the date of the closing;

          RESOLVED, that any actions taken in furtherance of the foregoing resolutions prior to the date hereof be, and the same hereby are, ratified, confirmed and approved as the true act and deed of the Corporation; and

     IN WITNESS WHEREOF, the undersigned Directors have executed this Resolution in one or more counterparts, all of which together shall be considered one and the same instrument, as of the date set forth below.

Dated: July 21, 2008

/s/ Gunter Olbrich GUNTER OLBRICH

/s/ Birgit Olbrich BIRGIT OLBRICH

/s/ Stefanie Olbrich Simonson STEFANIE OLBRICH SIMONSON

          Resolved, that effective as 11:59 p.m. on the date of the Closing, the following persons are elected to the offices indicated

Michael T. Strianese	Chief Executive Officer
Gunter Olbrich	President
Ralph G. D’Ambrosio	Chief Financial Officer
Stefanie Olbrich Simonson	Vice President, Finance
Steven M. Post	Vice President, Secretary
Steven M. Souza	Vice President, Treasurer
Lawrence Van Blerkom	Vice President, Taxes and Assistant Treasurer
Kenneth W. Manne	Vice President
Shelia M. Sheridan	Vice President, Administration
Kenneth R. Goldstein	Assistant Treasurer

and all other officers be and hereby removed from such office effective as of 11:59 p.m. on the date of the closing;

          RESOLVED, that any actions taken in furtherance of the foregoing resolutions prior to the date hereof be, and the same hereby are, ratified, confirmed and approved as the true act and deed of the Corporation; and

     IN WITNESS WHEREOF, the undersigned Directors have executed this Resolution in one or more counterparts, all of which together shall be considered one and the same instrument, as of the date set forth below.

Dated: July 21, 2008

/s/ Gunter Olbrich GUNTER OLBRICH

/s/ Birgit Olbrich BIRGIT OLBRICH

/s/ Stefanie Olbrich Simonson STEFANIE OLBRICH SIMONSON

EX-3.93

Exhibit 3.93

ARTICLES OF INCORPORATION
OF
COMMERCIAL SATELLITE SYSTEMS, INC.

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, state(s) as follows:

1.	The name of the corporation is: COMMERCIAL SATELLITE SYSTEMS, INC.
2.	The number (and classes, if any) of shares the corporation is authorized to issue is (are): 200 shares of common stock al with no par value.
3(a)	The corporation’s initial registered office address, including street and number, is: 12761 Flat Meadow Lane, Herndon, VA 22071
3(b)	The registered office is located in the City of            or the County of Fairfax.

4(a). The name of the corporation’s initial registered agent, whose business office is identical with the above registered office is:

     Mr. William C. Melvin, an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar.

4(b). The initial registered agent is a professional corporation registered under the provisions of Section 54.1-3902, Code of Virginia.

5. The names and addresses of the initial directors (required if the initial registered agent is an initial director) are:

Frank E. York	William C. Melvin
12761 Flat Meadow Lane	12761 Flat Meadow Lane
Herndon, VA 22071	Herndon, VA 22071

c/o Colby Attorneys Service Co., 107 Washington Avenue, Albany, NY 12210
Dated : 4/28/95

ARTICLES OF AMENDMENT OF

COMMERCIAL SATELLITE SYSTEMS, INC.

ARTICLE ONE

The name of the corporation is Commercial Satellite Systems, Inc.

ARTICLE TWO

The corporation’s name is to be changed to Global Communications Solutions, Inc.

ARTICLE THREE

The foregoing amendment was adopted on December 22, 1999.

ARTICLE FOUR

The amendment was adopted by unanimous consent of the shareholders.

The undersigned President declares the facts herein stated are true as of December 22, 1999.

Commercial Satellite Systems, Inc.
By:	/s/ Frank E. York
	Frank E. York, President

ARTICLES OF AMENDMENT
OF
GLOBAL COMMUNICATIONS SOLUTIONS, INC.

     The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

     1. The name of the corporation is Global Communications Solutions, Inc. (the “Corporation”).

     2. The number and classes of shares the Corporation is authorized to issue are changed as follows:

500 shares of Class A voting common stock, $.01 par value
4,500 shares of Class B non-voting common stock, $.01 par value

     The relative rights, preferences and limitations of each class of capital stock shall be as follows: In respect to all matters as to which the vote or the consent of the shareholders of the Corporation shall be required or shall be taken, the owners of the Class A voting common stock shall be entitled to one vote for every share of common Stock held according to the records of the Corporation. Except as otherwise provided by law, ownership of Class B non-voting common stock shall not entitle the holders thereof to vote with respect to any matter as to which the vote or consent of the shareholders of the Corporation shall be required to be taken, and all rights to vote and all voting power shall be vested solely in the holders of the Class A voting common stock. In all other respects, the rights, preferences and limitations vitae two classes shall be identical.

     3. The manner in which the shares shall be changed by reason of the foregoing amendment to change the authorized shares is as follows:

     A. There are currently authorized 200 shares of common stock, no par value, of which 25 are issued and 175 are unissued. Upon the filing of this Certificate, there will be authorized 500 shares of Class A voting common stock, $.01 par value and 4,500 shares of Class B non-voting common stock, $.01 par value.

     B. The currently issued and outstanding 25 shares of no par value common stock shall upon the filing of this Certificate be changed into 250 shares of Class A voting common stock, $.01 par value and 2,250 shares of Class B non-voting common stock, $.01 par value at a ratio of ten (10) shares of $.01 par value Class A voting common stock and ninety (90) shares of Class B non-voting common stock, $.01 par value for each currently authorized and issued share of no par value common stock.

     4. The amendment was adopted by consent of the sole shareholder.

Executed in the name of the corporation by:

/s/ Frank E. York	10/6/06
Frank E. York, President	Date
SCC ID #0447501-8

EX-3.94

Exhibit 3.94

BY-LAWS

OF

COMMERCIAL SATELLITE SYSTEMS, INC.

ARTICLE I — OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II — MEETING OF SHAREHOLDERS

Section 1 — Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 — Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Virginia (“Corporation Law”).

Section 3 — Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 — Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

By-Laws - 1

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 — Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 — Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

By-Laws - 2

ARTICLE III — BOARD OF DIRECTORS

Section 1 — Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be two (2), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 — Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 — Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 — Special Meetings Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

By-Laws - 3

(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 — Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 — Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 — Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 — Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors,

By-Laws - 4

though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9 — Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 — Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 — Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 — Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 — Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more

By-Laws - 5

members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV — OFFICERS

Section 1 — Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 — Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 — Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 — Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 — Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

By-Laws - 6

Section 6 — Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 — Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V — SHARES OF STOCK

Section 1 — Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 — Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

By-Laws - 7

damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 — Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 — Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI — DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII — FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII — CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX — AMENDMENTS

Section 1 — By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

          The undersigned Incorporator certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: May 24, 1995

/s/ Andrea Apollo

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EX-3.95

Exhibit 3.95

CERTIFICATE OF INCORPORATION

OF

ELECTRONIC MEMORIES & MAGNETICS COPRORATION

     First: The name of the Corporation is Electronic Memories & Magnetics Corporation.

     Second: The address of the Corporation’s registered office in the State of Delaware is 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

     Third: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     Fourth: The Corporation is authorized to Issue two classes of shares of stock, which shall be designated Preferred Stock and Common Stock, respectively. The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be 14,500,000, consisting of 2,500,000 shares of Preferred Stock of the par value of $1 per share, and 12,000,000 shares of Common Stock of the par value of $1 per share.

     Preferred Stock: Preferred Stock may be issued from time to time in one or more series. The initial series of Preferred Stock is designated $1.00 Cumulative Convertible Preferred Stock (referred to hereinafter as the “Initial Series Preferred Stock”), and the number of shares of the Initial Series Preferred Stock is 1,068,102 shares.

1. Initial Series of Preferred Stock. The powers, preferences and rights, and qualifications, limitations or restrictions thereof, of the Initial Series Preferred Stock shall be as follows:

     (a) Dividends. The holders of outstanding shares of Initial Series Preferred Stock shall be entitled to receive, when, and as declared by the Board of Directors of the Corporation out of any funds legally available therefor, cash dividends at the rate of One Dollar ($1.00) per share per annum. Dividends shall be payable quarterly on the 10th day of each March, June, September and December in each year. Such dividends shall be cumulative and shall accrue daily, whether or not earned or declared, from the date of issuance or, in the case of Initial Series Preferred Stock issued when other shares of such stock are outstanding, from the end of the last quarterly dividend period for which dividends have been paid in full on outstanding Initial Series Preferred Stock. No dividend or other distribution, other than a dividend solely in shares of the class or series upon which it is distributed, shall be paid upon or declared or set apart for any share of any class or series junior as to dividends to the Initial Series Preferred Stock for any quarterly dividend period unless the dividends accrued and payable on the Initial Series Preferred Stock for that period and all prior periods have been paid or declared. No interest shall he payable on any accumulation of unpaid dividends.

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     (b) Voting Rights. The holders of shares of Initial Series Preferred Stock shall be entitled to one-third vote per share in the election of directors and all other matters coming before any vote of the stockholders. Except as otherwise provided by law and hereinbelow, such shares shall not vote as a class.

     If and whenever accrued dividends on the Initial Series Preferred Stock shall not have been paid, or declared and a sum sufficient for the payment thereof set aside in an amount equivalent to six (6) quarterly dividends on all shares of Initial Series Preferred Stock at the time outstanding, then and in such event the holders of the Initial Series Preferred Stock, Voting separately as a class, shall be entitled at any annual meeting of the stockholders or special meeting held in place thereof, or at a special meeting of the holders of the Initial Series Preferred Stock called as hereinafter provided, to elect two (2) directors. Such right of the holders of Initial Series Preferred Stock to elect two (2) directors may be exercised until all dividends in default on the Initial Series Preferred Stock shall have been paid in full or declared and funds sufficient therefor set aside, and when so paid or provided for the right of the holders of Initial Series Preferred Stock to elect such number of directors shall cease, but subject always to the same provisions for the vesting of such voting rights in the case of any such future dividend default or defaults. At any time when such voting rights shall have so vested in the holders of the Initial Series Preferred Stock, the Secretary of the Corporation may, and upon the written request of the holders of not less than twenty-five percent of the number of shares of the Initial Series Preferred Stock than outstanding, addressed to him at the principal office of the Corporation, shall call a special meeting of the holders of the Initial Series Preferred Stock for the election of the directors to be elected by them as hereinafter provided, to be held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By-Laws for the holding of meetings of stockholders; provided, however, that the Secretary shall not be required to call such a special meeting in the case of any such request received less than ninety (90) days before the date fixed for the next ensuing annual meeting of stockholders. No such special meeting and no adjournment thereof shall be held on a date less than thirty (30) days before the annual meeting of the stockholders or a special meeting held in place thereof next succeeding the time when the holders of the Initial Series Preferred Stock becomes entitled to elect directors as above provided. If at any such annual or special meeting or any adjournment thereof the holders of at least a majority of the Initial Series Preferred Stock then outstanding shall be present or represented by proxy, then by vote of the holders of at least a majority of the shares of Initial Series Preferred Stock present or so represented at such meeting, the then authorized number of directors of the Corporation shall be increased by two (2) and the holders of the Initial Series Preferred Stock shall be entitled to elect the additional directors so provided for. The directors as elected shall serve until the next annual meeting or until their respective successors shall be elected and qualify, provided, however, that whenever the holders of the Initial Series Preferred Stock shall be divested of voting rights as above provided, the terms of office of all persons elected as directors by the holders of the Initial Series Preferred Stock as a class, or elected to fill any vacancies resulting from the death, resignation or removal of directors so elected by the holders of Initial Series Preferred Stock shall forthwith terminate, and the authorized number of directors shall be reduced accordingly.

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     If, during any interval between any special meeting of the holders of the Initial Series Preferred Stock for the election of directors to be elected by them as provided above and the next ensuing annual meeting of stockholders, or between annual meetings of stockholders for the election of directors, and while the holders of the Initial Series Preferred Stock shall be entitled to elect two (2) directors, the number of directors who have been elected by the holders of the Initial Series Preferred Stock shall by reason of resignation, death or removal be less than the total number of directors subject to election by the holders of the Initial Series Preferred Stock, (i) the vacancy or vacancies in the directors elected by the holders of the Initial Series Preferred Stock may be filled by a majority vote of the remaining directors then in office, although less than a quorum, and (ii) if such vacancy or vacancies be not so filled within forty (40) days after the creation thereof, the Secretary of the Corporation shall call a special meeting of the holders of the Initial Series Preferred Stock and such vacancy or vacancies shall be filled at such special meeting.

     No director elected by the vote of the holders of Initial Series Preferred Stock as a class, or elected by other directors to fill a vacancy resulting from the death, resignation or removal of a director elected by such class vote, may be removed from office by the vote or written consent of stockholders unless such vote or written consent includes that of the holders of a majority of the outstanding shares of Initial Series Preferred Stock.

     So long as any shares of Initial Series Preferred Stock are outstanding, the Corporation shall not, by an amendment to the Certificate of Incorporation or by merger or consolidation or in any other manner, authorize or increase any class or series of stock ranking prior to the Initial Series Preferred Stock either as to payment of dividends or distribution of assets or both, or change the preferences or limitations of the Initial Series Preferred Stock in any material respect adverse to the holders thereof, without the affirmative vote or written consent of the holders of at least two thirds (²/₃ rds) of the shares of Initial Series Preferred Stock at the time outstanding.

     (c) Redemption. Shares of Initial Series Preferred Stock shall be redeemable on and after, but not before, the fifth anniversary of the date upon which the Agreement of Consolidation of which this Certificate is a part is filed with the Secretary of State of the State of Delaware (the “filing date”). The Redemption Price per share shall be the amount shown in the following table plus an amount equal to any accrued and unpaid dividends (whether or not earned or declared) to the date fixed for redemption.

	Redemption Price
	Per Share
	(exclusive of
Date of Redemption	unpaid dividends)
On and after fifth anniversary date of the filing date and prior to sixth anniversary date thereof	$	21.50
On and after sixth anniversary date of the filing date and prior to seventh anniversary date thereof		21.25
On and after seventh anniversary date of the filing date and prior to eighth anniversary date thereof		21.00

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	Redemption Price
	Per Share
	(exclusive of
Date of Redemption	unpaid dividends)
On and after eighth anniversary date of the filing date and prior to ninth anniversary date thereof		20.75
On and after ninth anniversary date of the filing date and prior to tenth anniversary date thereof		20.50
On and after tenth anniversary date of the filing date and prior to eleventh anniversary date thereof		20.25
On and after eleventh anniversary date of the filing date		20.00

     When the shares of Initial Series Preferred Stock shall have become subject to redemption, they may be redeemed in whole or in part, but only at the option of the Corporation, by the vote of its Board of Directors, at any time, or from time to time, at the then applicable Redemption Price. In case of the redemption of a part only of the shares then outstanding, the shares to be redeemed shall be selected pro rata or by lot or in such other manner as the Board of Directors may determine. At least thirty (30) days’ prior notice of every redemption shall be mailed to the record holders of the shares to be redeemed at their addresses shown on the books of the Corporation. Notice shall also be published at least once not less than thirty (30) days prior to the redemption date in county newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, City of New York.

     If such notice of redemption shall have been mailed by the Corporation, and if on or before the date fixed for redemption an amount cash sufficient to pay the Redemption Price of the shares called for redemption shall have been deposited as a trust fund for the benefit of holders of such shares, with a bank or trust company in the Borough of Manhattan, City of New York or City of Los Angeles, California, and having capital, surplus and undivided profits of at least $5,000,000.00, then after the making of such deposit the holders of such shares shall be entitled to no rights whatsoever except (a) the right to receive payment of the Redemption Price from such bank or trust company or from the Corporation, as hereinafter provided, upon surrender of the certificates therefor and (b) the right to exercise prior to the close of business on the date fixed for redemption the right to convert the shares so called for redemption into Common Stock as set forth hereinbelow.

     Any funds so deposited which shall not be required for such redemption because of the exercise of such right to convert subsequent to the date of such deposit shall be returned to the Corporation forthwith. Any interest accrued on the funds so deposited shall belong to the Corporation and be paid to it from time to time. Any funds so deposited by the Corporation and unclaimed at the end of two years from the date fixed for such redemption shall be repaid to the Corporation, upon its request, after which repayment the holders of such shares so called for redemption shall look only to the Corporation for payment of the Redemption Price thereof.

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     On or after the date fixed for redemption and stated in such notice, each holder of shares called for redemption shall surrender his certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. In case less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

     The corporation shall not redeem or purchase less than all of the shares of the Initial Series Preferred Stock outstanding at any time unless all dividends upon the Initial Series Preferred Stock for all previous quarterly dividend periods and for the current quarterly dividend period shall have been paid or declared and funds therefor set apart. The shares of Initial Series Preferred Stock shall not be subject to the operation of a purchase, retirement or sinking fund.

     All shares of Initial Series Preferred Stock which shall have been redeemed as herein provided shall be permanently retired and shall not be reissued and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce the authorized Initial Series Preferred Stock accordingly.

     (d) Liquidation Preference. In the event of a voluntary or involuntary liquidation or winding up or dissolution of the Corporation, the holders of shares of Initial Series Preferred Stock shall be entitled to be paid Twenty Dollars ($20.00) per share plus, in each case, a further amount equal to the dividends unpaid and accrued thereon to the date of each distribution and no more, before any payment shall be made or any assets distributed to the holders of any stock of any class or series ranking junior in liquidation to the Initial Series Preferred Stock.

     If the amounts payable upon liquidation on shares of Initial Series Preferred Stock have been paid in full, the remaining assets and funds of the Corporation shall be distributed among the holders of the Common Stock and the holders of stock of any other class or series ranking junior in liquidation to Initial Series Preferred Stock according to their respective interests; however, if the amounts available for distribution upon liquidation to holders of Initial Series Preferred Stock and of shares of any class or series ranking on a parity with Initial Series Preferred Stock in liquidation are not sufficient to pay in full the holders of all outstanding shares of Initial Series Preferred Stock and of such class or series ranking on a parity with it, then such amounts shall be distributed ratably among the holders of Initial Series Preferred Stock and the holders of shares of such other class or series ranking on a parity with Initial Series Preferred Stock, in proportion to the full preferential amounts to which the holders of such shares are respectively entitled.

     A consolidation or merger of this Corporation with or into any other corporation or corporations, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this paragraph (d).

     (e) Conversion Rights. The holders of shares of Initial Series Preferred Stock shall have conversion rights as follows:

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     (1) Each holder of shares of Initial Series Preferred Stock may at any time on or prior to the close of business on such date, if any, as may have been fixed for the redemption of said shares in any notice of redemption given pursuant to the provisions hereof, upon surrender of the certificates therefor, convert any or all of his shares of Initial Series Preferred Stock into full paid and nonassessable shares of the Common Stock of the Corporation at the rate of one-third (¹/₃ rd) share of Common Stock for each share of Initial Series Preferred Stock surrendered for conversion, provided, however, that no payment or adjustment shall be made on account of any dividends due or accumulated on shares of Initial Series Preferred Stock surrendered for conversion. Such conversion right shall be exercised by surrendering for such purpose to the Corporation, at any place where the Corporation shall maintain a transfer agency for its Common Stock or its Initial Series Preferred Stock, certificates representing the shares to be converted, duly endorsed in blank or accompanied by proper instruments of transfer, and upon such surrender the person exercising such option to convert shall be deemed to be holder of record of the shares of Common Stock issuable upon such conversion, notwithstanding that the share register of the Corporation shall then be closed or the certificates representing such shares of Common Stock shall not then be actually delivered to him.

     (2) The number of shares of Common Stock into which shares of Initial Series Preferred Stock may be converted shall be subject to adjustment from time to time in certain cases as follows:

     (a) In case the Corporation shall (i) pay a dividend in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the Corporation, the numbers and kind of shares into which the Initial Series Preferred Stock is convertible shall be adjusted so that the holder of any share of Initial Series Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number and kind of shares of the Corporation which he would have owned or have been entitled to receive after the happening of any of the events described above, had such share of Initial Series Preferred Stock been converted immediately prior to the happening of such event. Such adjustment shall be made whenever any of the events listed above shall occur and shall become effective retroactively, immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

     (b) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as defined in Paragraph (d) below) at the record date mentioned below, the number of shares of Common Stock into which each share of Initial Series Preferred Stock shall thereafter be

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convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Initial Series Preferred Stock was theretofore convertible by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the record date for determination of holders entitled to receive such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price (before deduction of underwriting discounts or estimations and expenses) of the total number of share so offered would purchase at such current market price. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights or warrants.

     (c) In case the Corporation shall distribute to all holders of its Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions) or rights to subscribe or warrants (excluding those referred to in Paragraph (b) above), then in each such case the number of shares of Common Stock into which each share of Initial Series Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Initial Series Preferred Stock was theretofore convertible by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in Paragraph (d) below) at the record date mentioned below and of which the denominator shall be such current market price per share of the Common Stock, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the evidences of indebtedness, assets, rights to subscribe or warrants so distributed applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such distribution.

     (d) For the purpose of any computation under Paragraphs (b) and (c) above, the current market price per share of Common Stock at any record date shall be deemed to be the average of the daily closing prices for the thirty consecutive business days commencing forty-five business days before such record date. The closing price for each day shall be the last reported sale price (regular way) or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices (regular way), in either case on the New York Stock Exchange, or, if the Common stock is not listed on such Exchange, on the principal national securities exchange on which the Common Stock is listed, or if not listed on any national securities exchange, the average of the closing

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bid and asked prices as furnished by any New York Stock Exchange firm selected from time to time by the Corporation for the purpose.

     (e) In case of any capital reorganization or any reclassification of the capital stock of the Corporation or in case of the consolidation or merger of the Corporation with or into another corporation or the sale or conveyance of all or substantially all of the assets of the Corporation to another corporation, each share of Initial Series Preferred Stock shall be convertible, as of the day following the date upon which such reorganization, reclassification, consolidation, merger, sale or conveyance becomes effective, into the same kind and amount of securities (including shares of stock) or other assets, or both, which were issuable or distributable to the Holders of outstanding shares of Common Stock of the Corporation upon such reorganization, reclassification, consolidation, merger, sale or conveyance, in respect of that number of shares of Common Stock into which such share of Initial Series Preferred Stock might have been converted immediately prior to such reorganization, reclassification, consolidation, merger, sale or conveyance; and in any such case, appropriate adjustments (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of shares of Initial Series Preferred Stock, to the end that the provisions set forth herein (including provisions with respect to changes in, and other adjustments of, the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other assets thereafter deliverable upon the conversion of shares of Initial Series Preferred Stock.

     (f) Whenever, the number of shares of Common Stock or other securities deliverable upon the conversion of shares of Initial Series Preferred Stock shall be adjusted pursuant to the provisions hereof, the Corporation shall forthwith file, at its principal office and with any transfer agent or agents for shares of Initial Series Preferred Stock and for shares of Common Stock, a statement, signed by the President or one of the Vice Presidents of the Corporation, and by its Treasurer or one of its Assistant Treasurers, stating the adjusted number of its shares of Common Stock or other securities deliverable per share of Initial Series Preferred Stock calculated to the nearest one-hundredth (1/100) and setting forth in reasonable detail the method of calculation and the facts requiring such adjustment and upon which such calculation is based. Each adjustment shall remain in effect until a subsequent adjustment hereunder is required.

     (g) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock the full number of shares of Common Stock deliverable upon conversion of all the then outstanding shares of Initial Series Preferred Stock and shall take all such action as may be necessary to enable the Corporation

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lawfully to issue such shares of Common Stock upon the conversion of shares of Initial Series Preferred Stock.

     (h) No short-term shares of Common Stock shall be issued upon conversion, but in lieu thereof non-dividend bearing, non-voting scrip (exchangeable for full shares) shall be issued in such form, bearer or registered, in such denominations, expiring after such reasonable time and containing such provision for the sale of the full number of shares of Common Stock for which such scrip is exchangeable for the account of the holders of such scrip and such other terms and provisions, as the Board of Directors of the Corporation may from time to time determine prior to the issue of each scrip. The Corporation may, however, at its option, in lieu of issuing such scrip, make such equitable provision for the stockholders entitled to such scrip as the Board of Directors may determine, including payment in cash, or sale of stock to the extent of stall scrip and distribution of the net proceeds or otherwise. The number of full shares issuable upon conversion shall be computed on the basis of the aggregate number of shares of Initial Series Preferred Stork evidenced by certificates surrendered for conversion at one time by the same holder.

     (i) All shares of Initial Series Preferred Stock which shall have been surrendered for conversion as herein provided shall be permanently retired and shall not be reissued, and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce the authorized Initial Series Preferred Stock accordingly.

2. Other Series of Preferred Stock. With respect to any and all series of Preferred Stock other than Initial Series Preferred Stock, the Board of Directors of the Corporation is hereby expressly authorized to fix by resolution or resolutions:(i) The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors;

     (ii) The dividend rights and rate of such series, the conditions and times upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class of stock or series thereof, or any other series of the same class, and whether preferential dividends, if any, shall be cumulative or non-cumulative;

     (iii) Whether and the conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;

     (iv) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares

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and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

     (v) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, or of any other series of the same class, and, if provision is given for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;

     (vi) Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

     (vii) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution, or upon the distribution of assets of the Corporation;

     (viii) Any other powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation.

     Voting Rights of Common Stock: The holders of Common Stock of the Corporation shall be entitled to one vote per share in the election of directors and upon each other matter coming before any vote of stockholders.

     Fifth: No holders of any shares of any class or series of stock of the Corporation shall have any preemptive right to subscribe to any additional issues of any class or series of stock or other securities of the Corporation.

     Sixth: Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with and such action may be taken with the written consent of stockholders having not less than the minimum percentage of the total vote required by statute for the proposed corporate action, provided that prompt notice be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

     Seventh: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 270 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to

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which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     Eighth: Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by or in the manner provided in the By-Laws. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

     Ninth: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     Tenth: In addition to the other powers expressly granted by statute, the Board of Directors of the Corporation shall have the power to repeal, alter or amend the By-Laws of the Corporation.

     Eleventh: Headings are for convenience of reference only and do not limit, extend or otherwise affect the meaning of any section, subsection or paragraph.

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CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION

          The Titan Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors of The Titan Corporation resolutions were duly adopted setting forth two proposed amendments to the Restated Certificate of incorporation of said Corporation, declaring said amendments to be advisable and directing that the amendments proposed be considered at the next annual meeting of the stockholders of said Corporation.

          The first amendment renumbers Articles Ninth, Tenth and Eleventh of the Restated Certificate of Incorporation as Articles Tenth, Eleventh and Twelfth and adds a new Article Ninth to the Restated Certificate of Incorporation to read in its entirety as follows:

          “Ninth: A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as director, except to the extent such limitation of liability is prohibited by Delaware General Corporation Law as the same exists or may hereafter be amended.”

          The second amendment amends the opening paragraph of Article Fourth of the Restated Certificate of Incorporation, which paragraph now reads as follows:

          “Fourth: The Corporation is authorized to issue two classes of shares of stock, which shall be designated Preferred Stock and Common Stock, respectively. The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be 22,500,000, consisting of 2,500,000 shares of Preferred Stock of the par value of $1.00 per share, and 20,000,000 shares of Common Stock of the par value of $.01 per share.”

so that from and after adoption of the second amendment, said paragraph shall read as follows:

          “Fourth: The Corporation is authorized to issue two classes of stock, which shall be designated Preferred Stock and Common Stock, respectively. The total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be 32,500,000, consisting of 2,500,000 shares of Preferred Stock of the par value of $1.00 per share, and 30,000,000 shares of Common Stock of the par value of $.01 per share,”

          SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendments.

          THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, The Titan Corporation has caused this Certificate to be signed by Gene W. Ray, its President and Chief Executive Officer, and attested by D. Marshall Nelson, its Secretary, this 25^th day of June, 1987.

THE TITAN CORPORATION
By:	/s/ Gene W. Ray
	President

ATTEST:
By	/s/ D. Marshall Nelson
	Secretary

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION

          The Titan Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors of The Titan Corporation resolutions were duly adopted setting forth an amendment to the Restated Certificate of Incorporation of said Corporation, declaring such amendment to be advisable and directing that the amendments proposed be considered at the next annual meeting of the stockholders of said Corporation.

          The amendment amends the opening paragraph of Article Fourth of the Restated Certificate of Incorporation, which paragraph now reads as follows:

“Fourth: The Corporation is authorized to issue two classes of stock, which shall be designated Preferred Stock and Common Stock, respectively. The total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be 32,500,000, consisting of 2,500,000 shares of Preferred Stock of the par value of $1.00 per share, and 30,000,000 shares of Common Stock of the par value of $.01 per share.”

so that from and after adoption of the amendment, said paragraph shall read as follows:

“Fourth: The Corporation is authorized to issue two classes of stock, which shall be designated Preferred Stock and Common Stock, respectively. The total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be 47,500,000, consisting of 2,500,000 shares of Preferred Stock of the par value of $1.00 per share, and 45,000,000 shares of Common Stock of the par value of $.01 per share.”

          SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

          THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, The Titan Corporation has caused this Certificate to be signed by Gene W. Ray, its President and Chief Executive Officer, and attested by Philip J. Englund, its Secretary, this 30^th day of June, 1997.

THE TITAN CORPORATION
 

/s/ Gene W. Ray  

Gene W. Ray 

President and Chief Executive Officer 

ATTEST:
 

/s/ Philip J. Englund  

Philip J. Englund 

Secretary 

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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
THE TITAN CORPORATION

     The Titan Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

          FIRST: The Board of Directors of the Corporation declared an amendment to the Corporation’s Certificate of Incorporation, as amended (the “Certificate”) advisable and approved a resolution to delete Article Fourth of the Certificate in its entirety and replace it with the following:

Fourth: The Corporation is authorized to issue two classes of stock, which shall be designated Preferred Stock and Common Stock respectively. The total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be 102,500,000, consisting of 2,500,000 shares of Preferred Stock of the par value of $1.00 per share, and 100,000,000 shares of Common Stock of the par value of $.01 per share.

          SECOND: Thereafter, the Board of Directors called a Special Meeting of the Stockholders for October 21, 1998, at which the necessary number of shares as required by statute were voted in favor of the amendment.

          THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of to be signed and attested by its duly authorized officer this 21^st day of October, 1998.

By:	/s/ Cheryl Barr
	Cheryl Barr, Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE TITAN CORPORATION

          The Titan Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

          First: That the Board of Directors of the Corporation declared an amendment to the Corporation’s Restated Certificate of Incorporation, as amended (the “Certificate”), advisable and approved a resolution to amend the opening paragraph of Article Fourth of the Certificate to read as follows:

     Fourth: The Corporation is authorized to issue two classes of stock, which shall be designated Preferred Stock and Common Stock, respectively. The total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be 205,000,000, consisting of 5,000,000 shares of Preferred Stock, par value $1.00 per share, and 200,000,000 shares of Common Stock, par value $.01 per share.

          Second: That thereafter, pursuant to resolutions of the Board of Directors, the annual meeting of the Corporation’s stockholders was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting on May 30, 2000 the necessary number of shares as required by statute were voted in favor of the amendment.

          Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          In Witness Whereof, The Titan Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, as of the 2^nd day of June, 2000.

The Titan Corporation
 

/s/ Gene W. Ray  

Gene W. Ray, Chairman, Chief Executive Officer 

and President 

ATTEST:
/s/ Nicholas J. Costanza	[SEAL]
Name: Nicholas J. Costanza
Senior Vice President, General Counsel and Secretary

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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

L-3 Communications Titan Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by written consent without a meeting, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

     RESOLVED, that Article First of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows:

     “The name of the corporation is L-3 Services, Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Amended and Restated Certificate of Incorporation shall be effective on December 31, 2007 at 11:59 pm.

     IN WITNESS WHEREOF, said L-3 Communications Titan Corporation has caused this certificate to be signed by Christopher C. Cambria, its Vice President and Secretary, this 13^th day of December, 2007.

L-3 COMMUNICATIONS TITAN CORPORATION
By:	/s/ Christopher C. Cambria
	Vice President and Secretary

CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
L-3 SERVICES, INC.

     L-3 Services, Inc., a corporation organized and existing under the General Corporation Law of State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1. That Article Fourth of the Amended and Restated Certificate of Incorporation of the Corporation be, and hereby is, amended to read in its entirety as follows:

“Fourth: The total number of shares of stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $0.01 per share.

2. This amendment of the Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          In Witness Whereof, L-3 Services, Inc. has caused this Certificate of Amendment to be signed by its Vice President and Secretary on this 20 day of May, 2008.

By:	/s/ Christopher C. Cambria
	Vice President and Secretary

EX-3.96

Exhibit 3.96

THE TITAN CORPORATION
(A Delaware Corporation)

BYLAWS
(As Amended through October 18, 1995)

ARTICLE I

OFFICES

          SECTION 1.01 Registered Office. The registered office of The Titan Corporation (hereinafter called the Corporation) in the State of Delaware shall be at No. 100 West Tenth Street, City of Wilmington, County of New Castle, and the name of the registered agent in charge thereof shall be The Corporation Trust Company.

          SECTION 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the Board) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          SECTION 2.01 Annual Meetings. The annual meeting of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper businesses as may come before the meeting shall be held at such time, date and place as the Board shall determine by resolution, and, if that day is a legal holiday, then on the next succeeding business day not a legal holiday at the same hour. If the election of directors shall not be held on the day designated for any annual meeting, or on the day of any adjourned session thereof, the Board shall cause the election to be held as soon thereafter as may be convenient at a special meeting of such stockholders.

          SECTION 2.02 Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board, the Chairman of the Board or by the President.

          SECTION 2.03 Place of Meeting. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated in the respective notices or waivers of notice thereof.

          SECTION 2.04 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall, not less than ten (10) nor more than fifty (50) days before the date of the meeting, be given to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post- office address furnished by him to the Secretary of the

Corporation for such purpose or, if he shall not have furnished to the Secretary of the Corporation his address for such purpose. then at his post-office address last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

          SECTION 2.06 Voting. (a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

          (ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation shall not be entitled to vote. Persons holding in a fiduciary capacity stock of the Corporation shall be entitled to vote such stock so held. A person whose stock is pledged shall be entitled to vote such stock, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants

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by the entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

          (c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

          SECTION 2.07 Judges. If at any meeting of the stockholders a vote by written ballot shall be taken on any questions, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

          SECTION 2.08 Notice of Stockholder Business and Nominations

          (a) Annual Meeting of Stockholders.

          (i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law.

          (ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (a) (i) of this By-Law, the stockholder must have given timely notice thereof in writing to the Secretary of

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the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

          (iii) Notwithstanding anything in the second sentence of paragraph (A) (2) of this By Law to the contrary, in the event that the number of Directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal execution offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

          (b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors at (b) provided that the Board of Directors has determined that directors shall be

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elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a) (ii) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

          (c) General.

          (i) Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as director; and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded.

          (ii) For purposes of the By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law, Nothing in this By-Law shall be deemed to affect any rights (1) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (2) of the holders of any series of Preferred Stock to elect directors under specified circumstances.

          SECTION 2.09 Record Date for Action by Written Consent.

          In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is

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adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been filed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

          SECTION 2.10 Inspectors of Written Consent

          In the event of the delivery, in the manner provided by Section 2.09, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 2.09 represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other actions (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation.)

          SECTION 2.11 Effectiveness of Written Consent.

          Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated written consent was received in accordance with Section 2.09, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 2.09.

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ARTICLE III

BOARD OF DIRECTORS

          SECTION 3.01 General Powers. The property, business, and affairs of the Corporation shall be managed by the Board.

          SECTION 3.02 Number, Qualification, and Term of Office. The number of directors shall be seven (7); provided, however, that the number of directors may be increased in the event of certain specified arrearages in the payment of dividends on the $1.00 Cumulative Convertible Preferred Stock of the Corporation, such increases to be in the number, for the period of time effected in the manner, prescribed in the Certificate of Incorporation. Directors need not be stockholders. Each of the directors of the Corporation shall hold office until the annual meeting of stockholders held next after his election and until his successor shall have been duly elected and shall qualify, or until his death in office, or until he shall resign or shall have been removed in the manner hereinafter provided.

          SECTION 3.03 Election of Directors. At each meeting of the stockholders for the election of directors at which a quorum is present the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

          SECTION 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum, except in the case of a vacancy caused by removal, in which event a successor must be elected by the stockholders of the Corporation at a special meeting called for that purpose. Each director so chosen to fill a vacancy shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and shall qualify, or until his death in office, or until he shall resign or shall have been removed in the manner hereinafter provided.

          SECTION 3.06 Place of Meeting. etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting.

          SECTION 3.07 First Meeting. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization, the election of officers of the Corporation, and the transaction of other business. Notice of such First meeting shall be given in the manner hereinafter provided in Section 3.09 unless as therein provided such notice shall not be required.

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          SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. There shall be not less than four such regular meetings held in each calendar year. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

          SECTION 3.09 Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board or the President or any two of the directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) day before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held. Except where otherwise required by law or by these Bylaws; notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who shall have waived such notice and such notice shall be deemed to have been waived by any director who is present at such meeting.

          SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, or by law, the presence of four (4) members of the Board (but in any event not less than one-third of the number of directors then authorized) shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

          SECTION 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

          SECTION 3.12 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the voting power of the Corporation, given at a special meeting of the stockholders called for the purpose; and the vacancy in the Board caused by any such removal may be filled at such meeting or otherwise as provided in Section 3.05.

          SECTION 3.13 Compensation. The directors shall receive only such compensation for their services as may be allowed by a resolution of the Board either as an annual fee or as compensation for his attendance at each meeting of the Board or of such committee. The Board may also provide that the Corporation shall reimburse each such director or member of such committee for any expense incurred by him on account of his attendance at

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any such meeting. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

          SECTION 3.14 Executive Committee. The Board may, in its discretion, by resolution adopted by a majority of the whole Board, designate an Executive Committee consisting of three directors of the Corporation, which Committee shall have and may exercise, when the Board is not in session, the powers of the Board in management of the business and affairs of the Corporation, and shall have power to authorize the issuance of the stock of the Corporation and to authorize the seal of the Corporation to be affixed to all papers which may require it. Each member of the Executive Committee may designate another member of the Board to act as his alternate at any meeting of the Executive Committee. The Board shall name the Chairman of the Executive Committee and shall have the power at any time to change the membership of the Executive Committee, to fill all vacancies in it and to dissolve it. The Executive Committee may make rules for the conduct of its business and may appoint such committees and assistants as it shall from time to time deem necessary. Two members of said Committee shall constitute a quorum, and any action taken by the Executive Committee shall require the approval of at least two of the members thereof. The Executive Committee shall keep written minutes of its transactions and report such minutes to the Board at the next regular meeting of the Board.

          SECTION 3.15 Other Committees. The Board may in its discretion appoint other committees which shall have and may exercise such powers in the management of the business and affairs of the Corporation as may be granted by resolutions of the Board. Any such committee shall consist of two or more directors of the Corporation, and a majority of any such committee may determine its action and fix the time and place of its meetings unless the Board shall provide otherwise. The Board shall have power at any time to fill vacancies in, to change the membership of and to dissolve any such committee. The Board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member of any meeting of the committee.

ARTICLE IV

OFFICERS

          SECTION 4.01 Number. The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary, a Treasurer and a Controller.

          SECTION 4.02 Election, Term of Office and Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the annual meeting of stockholders for the election of directors. If any officers are not elected at an annual meeting, such officers may be elected at any subsequent regular or special meeting of the Board. Each officer shall hold office until his successor shall have been duly elected and shall qualify, or until his death in office, or until his resignation or removal in the manner hereinafter provided.

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          SECTION 4.03 Assistants, Agents and Employees. etc. In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents, and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, having such authority, and perform such duties as the Board or the chief executive officer may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04 Removal. Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in the case of any other officer, assistant, agent or employee, by an officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

          SECTION 4.05 Resignations. Any officer of assistant may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the chief executive officer, or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof by the Board, the Chairman of the Board, the chief executive officer, or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          SECTION 4.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

          SECTION 4.07 The Chairman of the Board. The Chairman of the Board of the Corporation shall be an officer of the Corporation. He shall preside at all meetings of the Board and of the stockholders at which he is present, and shall exercise and perform such other duties as may from time to time be assigned to him by the Board.

          SECTION 4.08 The President. The President shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees other than the Chairman of the Board, and he shall perform such other duties incident to the office as may from time to time be assigned to him by the Board. In case of the absence or inability of the Chairman of the Board to act, the President shall perform the duties of the Chairman of the Board.

          SECTION 4.09 The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board or the chief executive officer may from time to time prescribe. At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board or the Chairman of the Board, a Vice President shall perform

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the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

          SECTION 4.10 The Secretary. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board or by the chief executive officer.

          SECTION 4.11 The Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the chief executive officer or the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine.

          SECTION 4.12 The Controller. The Controller shall, subject the direction of a designated Vice President, establish, coordinate and administer an adequate plan for the control of operations, which plan shall include profit planning, programs for capital investing and for financing, sales forecasts, expense budgets and cost standards, together with the necessary procedures to effectuate the plan. He shall compare performance with operating plans and standards and shall report and interpret the results of operations to all levels of management. The function includes the formulation of accounting policy, the coordination of systems and procedures, the preparation of operating data and of special reports as required. He shall establish and administer tax policies and procedures, assure protection for assets of the company through internal control and auditing, and insurance coverage, and shall in general, perform all other duties incident to the office of Controller and such other duties as from time to time may be assigned to him by the chief executive officer or the Board.

          SECTION 4.13 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

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ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 5.01 Execution of Contracts. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; but absent any limitation imposed by the Board of Directors or by these Bylaws, the officers of this Corporation shall have all the usual powers and may exercise the authority incident to their respective offices and relating to the conduct of the business and affairs of the Corporation in the ordinary course.

          SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

          SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the Chairman of the Board, the President, any Vice President, the Treasurer or an Assistant Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

          SECTION 5.04 General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

          SECTION 5.05 Proxies. Unless otherwise provided by resolution of the Board, the Chairman of the Board may from time to time appoint any officer or officers, assistant or assistants, agent or agents, attorney or attorneys of the Corporation to exercise, in the name and on behalf of the Corporation, the powers and rights which the Corporation may be entitled to exercise as the holder of the stock or other securities in any other corporation, including the right to vote or consent in respect of such stock or other securities at meetings of the holders of such stock or other securities or to consent in writing, in the name of the Corporation, to any action by such other corporation. Unless otherwise provided by resolution of the Board, the Chairman of the Board may instruct the person or persons so appointed as to the manner of exercising such

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right to vote or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper.

ARTICLE VI

SHARES AND THEIR TRANSFER

          SECTION 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chairman of the Board or the Vice Chairman of the Board of the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer; provided, however, that if any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or by a registrar other than the Corporation or its employee, if the Board shall by resolution so authorize, the signatures of such Chairman f the Board or Vice Chairman of the Board or President or Vice President and of such Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may be facsimiles. In case any officer or assistant of the Corporation who shall have signed, or whose facsimile signature shall have been placed upon, any such certificate, shall thereafter have ceased to hold such office, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been paced thereupon, were such officer or assistant at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning stock represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02 Transfers of Stock. Transfers of shares of the stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

          SECTION 6.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and

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one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

          SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

          SECTION 6.05 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record for date for the adjourned meeting.

ARTICLE VII

DIVIDENDS, SURPLUS, ETC.

          SECTION 7.01 Dividends. Subject to the provisions of law, of the Certificate of Incorporation and of these Bylaws, the Board may declare and pay dividends upon the shares of its stock either (a) out of its surplus as defined in and computed in accordance with the provisions of law or (b) in case it shall not have any such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, whenever and in such amounts as, in the opinion of the Board, the condition of the affairs of the Corporation shall render it advisable.

          SECTION 7.02 Surplus, Reserves. Before payment of any dividend, the Board may in its discretion use or apply any of such surplus or such net profits as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the Board shall think conducive to the best interests of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created. All such surplus or such net profits, until actually declared in dividends, or used and applied as aforesaid, shall be deemed to have been so set aside by the Board for one or more of said purposes.

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ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01 Indemnification of Directors and Officers. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. The right of indemnity provided herein shall not be exclusive, and the Corporation may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the Board of Directors may approve. Any agreement for indemnification of any director, officer, employee or other person may provide indemnification rights which are broader or otherwise different from those set forth herein.

          SECTION 8.02 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

          SECTION 8.03 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

          SECTION 8.04 Certain Definitions. For purposes of this Article, (1) references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify

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its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent or such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued; (2) references to “other enterprises” shall include employee benefit plans; (3) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (4) references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and (5) a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE IX

MISCELLANEOUS

          SECTION 9.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that it was incorporated in the State of Delaware in the year 1969.

          SECTION 9.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated herein, and such waiver shall be deemed equivalent to notice.

          SECTION 9.03 Amendments. These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any annual or regular meeting of the Board, without previous notice, or at any special meeting of the Board, provided that notice of such proposed amendment, modification, repeal or adoption of new Bylaws is given in the notice of such special meeting, or (ii) by the stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered by the Board or may be altered or repealed by the stockholders.

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THE TITAN CORPORATION

Amendments to By-Laws

On March 22, 2000 the Board of Directors approved the following amendment to the Bylaws

ARTICLE II

MEETINGS OF STOCKHOLDERS

     SECTION 2.06 Voting.

          (c) any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, telephone, Internet or such other electronic means generally used for such purposes, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of such proxy. At any meeting of the stockholders all matters, except as otherwise provided in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting or by his proxy, if there be such a proxy, and it shall state the number of shares voted.

Article II of the By-Laws shall remain the same in all other respects.

On February 17, 2000 the Board of Directors approved the following amendments to the Bylaws

1. Article III, Section 3.02 of the By-Laws is hereby amended to read in its entirety as follows:

ARTICLE III

BOARD OF DIRECTORS

     SECTION 3.02 Number, Qualification, and Term of Office. The number of directors shall be nine (9); provided, however, that the number of directors may be increased in the event of certain specified arrearages in the payment of dividends on the $1.00 Cumulative Convertible Preferred Stock of the Corporation, such increases to be in the number, for the period of time effected in the manner, prescribed in the Certificate of Incorporation. Directors need not be stockholders. Each of the directors of the Corporation shall hold office until the annual meeting of stockholders held next after his election and until his successor shall have been duly elected and shall qualify, or until his death in office, or until he shall resign or shall have been removed in the manner hereinafter provided.

2. Article III of the By-Laws shall remain the same in all other respects.

3. Article VIII of the By-Laws is hereby amended to read in its entirety as follows:

ARTICLE VIII

INDEMNIFICATION

     Section 8.01 Indemnification and Insurance. (a) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (c) of this By-Law, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this By-Law shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this By-Law or otherwise.

          (b) To obtain indemnification under this By-Law, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine

2

whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (b), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control,” as defined in the Change of Control Employment Agreement dated                     , 2000 between the Corporation and certain senior executives, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

          (c) If a claim under paragraph (a) of this By-Law is not paid in full by the Corporation within thirty days after a written claim pursuant to paragraph (b) of this By-Law has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

          (d) If a determination shall have been made pursuant to paragraph (b) of this By-Law that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this By-Law.

          (e) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (c) of this By-Law that the procedures and

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presumptions of this By-Law are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this By-Law.

          (f) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this By-Law shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification of this By-Law shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

          (g) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this By-Law, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

          (h) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this By-Law with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

          (i) If any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By- Law (including, without limitation, each such portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

     Section 8.02 Certain Definitions. For purposes of this By-Law:

          (a) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

          (b) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any

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person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this By-Law.

     Section 8.03 Written Communication Required. Any notice, request or other communication required or permitted to be given to the Corporation under this By-Law shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

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EX-3.97

Exhibit 3.97

ARTICLES OF INCORPORATION

OF

GENEVA AEROSPACE, INC.

I.

     The name of the corporation is Geneva Aerospace, Inc.

II.

     The corporation is to have perpetual existence.

III.

     The purpose for which the corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

IV.

     The aggregate number of shares of capital stock which the corporation shall have authority to issue is 100,000, par value $.01 per share. All of such shares shall be common stock of the corporation. Unless specifically provided otherwise herein, the holders of such shares shall be entitled to one vote for each share held in any shareholder vote in which any of such holders is entitled to participate.

V.

     The preemptive right of any shareholder of the corporation to acquire additional, unissued or treasury shares of the corporation, or securities of the corporation convertible into or carrying a right to subscribe to or acquire shares of the corporation, is hereby denied; provided, however, that nothing herein shall preclude the corporation from granting preemptive rights by contract or agreement to any person, corporation or other entity. Cumulative voting by the shareholders of the corporation at any election of directors of the corporation is hereby prohibited.

VI.

     The street address of the initial registered office of the corporation is 3613 Binkley Ave., Dallas, Texas 75205, and the name of its initial registered agent at such address is Vincent R. Longhi.

VII.

     The name and address of the incorporator is as follows:

Name	Address
Andrew W. Duettra	Akin, Gump, Strauss, Hauer & Feld, L.L.P.
	1700 Pacific Avenue, Suite 4100
	Dallas, Texas 75201

VIII.

     To the fullest extent permitted by any applicable law, as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director. Any repeal or

amendment of this Article VIII by the shareholders of the corporation or by changes in applicable law shall, to the extent permitted by applicable law, be prospective only, and shall not adversely affect any limitation on the personal liability of any director of the corporation at the time of such repeal or amendment.

IX.

     The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit, or proceeding (whether or not by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, against all judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including attorneys’ fees and court costs) actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of any such person so indemnified pursuant to this Article IX. The right to indemnification under this Article IX shall be a contract right and shall not be deemed exclusive of any other right to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Any repeal or amendment of this Article IX by the shareholders of the corporation or by changes in applicable law shall, to the extent permitted by applicable law, be prospective only, and shall not adversely affect the indemnification of any person who may be indemnified at the time of such repeal or amendment.

X.

     No contract or other transaction between the corporation and any other corporation and no other acts of the corporation with relation to any other corporation shall, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the corporation are pecuniarily or otherwise interested in, or are directors or officers of, such other corporation. Any director or officer of the corporation individually, or any firm or association of which any director or officer may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the corporation, provided that the fact that he individually or as a member of such firm or association is such a party or is so interested shall be disclosed or shall have been known to the board of directors or a majority of such members thereof as shall be present at any meeting of the board of directors at which action upon any such contract or transaction shall be taken; and any director of the corporation who is also a director or officer of such other corporation or who is such a party or so interested may be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction, with like force and effect as if he were not such a director or officer of such other corporation or not so interested. Any director of the corporation may vote upon any contract or any other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director or officer of such subsidiary or affiliated corporation.

     Any contract, transaction, act of the corporation or of the directors, which shall be ratified at any annual meeting of the shareholders of the corporation, or at any special meeting of the shareholders of the corporation, or at any special meeting called for such purpose, shall, insofar as permitted by law, be as valid and as binding as though ratified by every shareholder of the corporation; provided, however, that any failure of the shareholders to approve or ratify any such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or deprive the corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

2

     Subject to any express agreement which may from time to time be in effect, any shareholder, director or officer of the corporation may carry on and conduct in his own right and for his own personal account, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director or shareholder of any corporation, or as a participant in any syndicate, pool, trust or association, any business which competes with the business of the corporation and shall be free in all such capacities to make investments in any kind of property in which the corporation may make investments.

XI.

     The number of directors constituting the initial board of directors is six, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are duly elected and qualified, are as follows:

Name	Address
Mark J. Bergee	6034 Windbreak Trail
	Dallas, Texas 75252
David S. Duggan	5859 Harmony Ranch Road
	Aubrey, Texas 76227
David A. Felio	1105 Homestead Road Flower
	Mound, Texas 75208
Vincent R. Longhi	3613 Binkley Avenue
	Dallas, Texas 75205
Billy B. Pate	3613 Binkley Avenue
	Dallas, Texas 75205
Jerry L. Petersen	2602 Hawthorn Drive
	Euless, Texas 76039

XII.

     Any action which would otherwise be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

XIII.

     With respect to any matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Texas Business Corporation Act, the act of the shareholders on that matter shall be the affirmative vote of the holders of more than fifty percent of the outstanding shares entitled to vote thereon, rather than the affirmative vote otherwise required by the Texas Business Corporation Act. With respect to any matter for which the affirmative vote of the holders of a specified portion of the shares of any class or series is required by the Texas Business Corporation Act, the act of the holders of shares of that class or series on that matter shall be the affirmative vote of the holders of more than fifty percent of the outstanding shares of that class or series, rather than the affirmative vote of the holders of shares of that class or series otherwise required by the Texas Business Corporation Act. Without limiting the generality of the foregoing, the provisions of this Article XIV shall be applicable to any required shareholder authorization or approval of any amendment to the articles of incorporation, any

3

plan of merger, share exchange or reorganization involving the corporation, any sale, lease, exchange or disposition of all, or substantially all, the property and assets of the corporation and any voluntary dissolution of the corporation.

XIV.

     The corporation will not commence business until it has received for the issuance of its shares of capital stock consideration of the value of at least one thousand dollars ($1,000.00) consisting of money, labor done or property actually received.

XV.

     Election of directors need not be by written ballot. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as otherwise provided by law. In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to adopt the initial bylaws of the corporation, to amend or repeal the bylaws or to adopt new bylaws, subject to any limitations which may be contained in such bylaws.

4

     IN WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation on the 25^th day of June, 1997

INCORPORATOR
 

/s/ Andrew W. Duettra  

Printed Name:  Andrew W. Duettra 

5

Form 404
(revised 9/05)

Return in duplicate to: Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $150
Articles of Amendment
Pursuant to Article 4.04,
Texas Business
Corporation Act This space reserved for office use.

Articles 1—Name

The name of the corporation is as set forth below:

Geneva Aerospace, Inc.

State the name of the entity as it is currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name in Article 1.

The filing number issued to the corporation by the secretary of state is: 145086100 

Article 2—Amended Name

(If the purpose of the articles of amendment is to change the name of the corporation, then use the following statement)

The amendment changes the articles of incorporation to change the article that names the corporation. The article in the Articles of Incorporation is amended to read as follows:

The name of the corporation is (state the new name of the corporation below)

L-3 Communications Geneva Aerospace, Inc.

The name of the entity must contain an organizational designation or accepted abbreviation of such term. The name must not be the same as, deceptively similar to, or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 3—Amendment to Registered Agent/Registered Office

The amendment changes the articles of incorporation to change the article stating the registered agent and the registered office address of the corporation. The article is amended to read as follows:

Registered Agent of the Corporation
(Complete either A or B, but not both. Also complete C.)

o A. The registered agent is an organization (cannot be corporation named above) by the name of:

CT Corporation System

OR

o B. The registered agent is an individual resident of the state whose name is set forth below.

First Name MI Last Name Suffix

Registered Office of the Corporation (Cannot be a P.O. Box.)

C. The business address of the registered agent and the registered office address is:
Street Address	City	State	Zip code
CT Corporation 350 North St. Paul St.	Dallas	TX		75201

Form 404

Article 4—Other Altered, Added, or Deleted Provisions

Other changes or additions to the articles of incorporation may be made in the space provided below. If the space provided is insufficient to meet your needs, you may incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Article 5—Statement of Approval

The amendments to the articles of incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation.

Effectiveness of Filing

A. x This document will become effective when the document is filed by the secretary of state.

OR

B. o This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

4/25/07 Date
	/s/
	Signature of Authorized Officer

Form 404

Form 404 (revised 9/05) Return in duplicate to: Secretary of State P.O. Box 13697		This space reserved for office use.
Austin, TX 78711-3697
512 463-5555	Articles of Amendment
FAX: 512/463-5709	Pursuant to Article 4.04,
Filing Fee: $150	Texas Business
	Corporation Act

Articles 1—Name

The name of the corporation is as set forth below:

L-3 Communications Geneva Aerospace, Inc.

State the name of the entity as it is currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name in Article 1.

The filing number issued to the corporation by the secretary of state is: 145086100

Article 2—Amended Name

(If the purpose of the articles of amendment is to change the name of the corporation, then use the following statement)

The amendment changes the articles of incorporation to change the article that names the corporation. The article in the Articles of Incorporation is amended to read as follows:

The name of the corporation is (state the new name of the corporation below)

L-3 Unmanned Systems, Inc.

The name of the entity must contain an organizational designation or accepted abbreviation of such term. The name must not be the same as, deceptively similar to, or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 3—Amendment to Registered Agent/Registered Office

The amendment changes the articles of incorporation to change the article stating the registered agent and the registered office address of the corporation. The article is amended to read as follows:

Registered Agent of the Corporation
(Complete either A or B, but not both. Also complete C.)

o A. The registered agent is an organization (cannot be corporation named above) by the name of:

OR

o B. The registered agent is an individual resident of the state whose name is set forth below.

First Name MI Last Name Suffix

Registered Office of the Corporation (Cannot be a P.O. Box.)

C. The business address of the registered agent and the registered office address is:
Street Address	City	State	Zip code
		TX

Form 404

Article 4—Other Altered, Added, or Deleted Provisions

Other changes or additions to the articles of incorporation may be made in the space provided below. If the space provided is insufficient to meet your needs, you may incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Article 5—Statement of Approval

The amendments to the articles of incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation.

Effectiveness of Filing

A. o This document will become effective when the document is filed by the secretary of state.

OR

B. x This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is   12/31/2009 11:58 pm          

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

12/15/09
Date
	/s/ Steven M. Post
	Signature of Authorized Officer
	Steven M. Post       Senior Vice President

Form 404

EX-3.98

Exhibit 3.98

BYLAWS

OF

GENEVA AEROSPACE, INC.

a Texas corporation

(the “Company”)

(Adopted effective as of 7/1/1997)

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES		1
Section 1.1 Registered Office		1
Section 1.2 Additional Offices		1
ARTICLE II SHAREHOLDERS MEETINGS		1
Section 2.1 Annual Meetings		1
Section 2.2 Special Meetings		1
Section 2.3 Notices		1
Section 2.4 Quorum		1
Section 2.5 Voting of Shares		2
Section 2.5.1 Voting Lists		2
Section 2.5.2 Votes Per Share		2
Section 2.5.3 Proxies		2
Section 2.5.4 Required Vote		2
Section 2.5.5 Consents in Lieu of Meeting		3
ARTICLE III DIRECTORS		3
Section 3.1 Purpose		3
Section 3.2 Number		3
Section 3.3 Election		3
Section 3.4 Vacancies and Newly-Created Directorships		3
Section 3.4.1 Vacancies		3
Section 3.4.2 Newly-Created Directorships		3
Section 3.4.3 Election by Shareholders		3
Section 3.5 Removal		4
Section 3.6 Compensation		4
ARTICLE IV BOARD MEETINGS		4
Section 4.1 Annual Meetings		4
Section 4.2 Regular Meetings		4
Section 4.3 Special Meetings		4
Section 4.4 Quorum, Required Vote		4
Section 4.5 Consent In Lieu of Meeting		5
ARTICLE V COMMITTEES OF DIRECTORS		5
Section 5.1 Establishment; Standing Committees		5

i

	Page
Section 5.1.1 Finance Committee		5
Section 5.1.2 Audit Committee		5
Section 5.1.3 Compensation Committee		5
Section 5.2 Available Powers		6
Section 5.3 Alternate Members		6
Section 5.4 Procedures		6
ARTICLE VI OFFICERS		6
Section 6.1 Elected Officers		6
Section 6.1.1 President		6
Section 6.1.2 Vice Presidents		6
Section 6.1.3 Secretary		7
Section 6.1.4 Assistant Secretaries		7
Section 6.1.5 Treasurer		7
Section 6.1.6 Assistant Treasurers		7
Section 6.1.7 Divisional Officers		7
Section 6.2 Election		8
Section 6.3 Appointed Officers		8
Section 6.4 Multiple Officeholders, Shareholder and Director Officers		8
Section 6.5 Compensation, Vacancies		8
Section 6.6 Additional Powers and Duties		8
Section 6.7 Removal		8
ARTICLE VII SHARE CERTIFICATES		8
Section 7.1 Entitlement to Certificates		8
Section 7.2 Multiple Classes of Stock; Preemptive Rights		9
Section 7.3 Signatures		9
Section 7.4 Issuance and Payment		9
Section 7.5 Lost Certificates		10
Section 7.6 Transfer of Stock		10
Section 7.7 Registered Shareholders		10
ARTICLE VIII INDEMNIFICATION		10
Section 8.1 Definitions		10
Section 8.2 Mandatory Indemnification		11
Section 8.3 Prohibited Indemnification		11
Section 8.4 Termination of Proceedings		12

ii

	Page
Section 8.5 Judgments, Expenses, etc.		12
Section 8.6 Determination of Indemnification		12
Section 8.7 Determination of Reasonableness of Expenses		12
Section 8.8 Indemnification Against Reasonable Expenses		12
Section 8.9 Payments in Advance of Disposition		13
Section 8.10 Written Undertaking		13
Section 8.11 Consistency with Articles of Incorporation		13
Section 8.12 Other Expenses		13
Section 8.13 Officers, Employees and Agents		13
Section 8.14 Other Capacities		13
Section 8.15 Further Indemnification		13
Section 8.16 Insurance		14
Section 8.17 Report To Shareholders		14
Section 8.18 Employee Benefit Plans		14
Section 8.19 Change in Governing Law		14
ARTICLE IX INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS		15
Section 9.1 Validity; Disclosure; Approval		15
Section 9.2 Quorum		15
Section 9.3 Non-exclusive		15
ARTICLE X MISCELLANEOUS		16
Section 10.1 Place of Meetings		16
Section 10.2 Fixing Record Dates		16
Section 10.3 Waiver of Notice		17
Section 10.4 Attendance via Communications Equipment		17
Section 10.5 Dividends		17
Section 10.6 Reserves		17
Section 10.7 Reports to Shareholders		17
Section 10.8 Contracts and Negotiable Instruments		17
Section 10.9 Fiscal Year		18
Section 10.10 Seal		18
Section 10.11 Books and Records		18
Section 10.12 Resignation		18
Section 10.13 Surety Bonds		18
Section 10.14 Proxies in Respect of Securities of Other Corporations		18

iii

	Page
Section 10.15 Amendments		18

iv

BYLAWS

ARTICLE I

OFFICES

     Section 1.1 Registered Office. The registered office of the Company within the State of Texas shall be located at either (i) the principal place of business of the Company in the State of Texas or (ii) the office of the corporation or individual acting as the Company’s registered agent in Texas.

     Section 1.2 Additional Offices. The Company may, in addition to its registered office in the State of Texas, have such other offices and places of business, both within and without the State of Texas, as the Board of Directors of the Company (the “Board”) may from time to time determine or as the business and affairs of the Company may require.

ARTICLE II

SHAREHOLDERS MEETINGS

     Section 2.1 Annual Meetings. Annual meetings of shareholders shall be held at a place and time on any weekday which is not a holiday and which is not more than 120 days after the end of the fiscal year of the Company as shall be designated by the Board and stated in the notice of the meeting, at which the shareholders shall elect the directors of the Company and transact such other business as may properly be brought before the meeting.

     Section 2.2 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law or by the articles of incorporation, (i) may be called by the chairman of the board or the president and (ii) shall be called by the president or secretary at the request in writing of a majority of the Board or shareholders owning capital stock of the Company representing at least ten percent (10%) of the votes of all capital stock of the Company entitled to vote thereat. Such request of the Board or the shareholders shall state the purpose or purposes of the proposed meeting.

     Section 2.3 Notices. Written or printed notice of each shareholders’ meeting stating the place, date and hour of the meeting shall be given to each shareholder of record entitled to vote thereat by or at the direction of the president, the secretary or the officer or person calling such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If said notice is for a shareholders’ meeting other than an annual meeting, it shall in addition state the purpose or purposes for which said meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in said notice and any matters reasonably related thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to each shareholder at his address as it appears on the stock transfer books of the Company, with postage thereon prepaid.

     Section 2.4 Quorum. The presence at a shareholders’ meeting of the holders, present in person or represented by proxy, of capital stock of the Company representing a majority of the

1

votes of all capital stock of the Company entitled to vote thereat shall constitute a quorum at such meeting for the transaction of business except as otherwise provided by law, the articles of incorporation or these Bylaws. If a quorum shall not be present or represented at any meeting of the shareholders, a majority of the shareholders entitled to vote thereat and present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such reconvened meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the reconvened meeting, a notice of said reconvened meeting shall be given to each shareholder entitled to vote at said meeting. The shareholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

     Section 2.5 Voting of Shares.

          Section 2.5.1 Voting Lists. The officer or agent who has charge of the stock transfer books of the Company shall prepare, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote thereat arranged in alphabetical order and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any such shareholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held and at the registered office of the Company. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at said meeting.

          Section 2.5.2 Votes Per Share. Unless otherwise provided by law or in the articles of incorporation, each shareholder shall be entitled to one vote, in person or by proxy, on each matter submitted to a vote at a meeting of the shareholders, for each share of capital stock held by such shareholder.

          Section 2.5.3 Proxies. Every shareholder entitled to vote at a meeting or to express consent or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy. Each proxy shall be in writing, executed by the shareholder group, the proxy or by his duly authorized attorney. No proxy shall be voted on or after eleven (11) months from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.

          Section 2.5.4 Required Vote. When a quorum is present at any meeting, the vote of the holders of capital stock of the Company representing a majority of the votes of all capital stock of the Company entitled to vote thereat and present in person or represented by proxy shall

2

decide any question brought before such meeting, unless the question is one upon which, by express provision of law or the articles of incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

          Section 2.5.5 Consents in Lieu of Meeting. Any action required to be or which may be taken at any meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Such signed consent shall have the same force and effect as a unanimous vote of shareholders and shall be filed with the minutes of proceedings of the shareholders.

ARTICLE III

DIRECTORS

     Section 3.1 Purpose. The business and affairs of the Company shall be managed by or under the direction of the Board, which may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the articles of incorporation or these Bylaws directed or required to be exercised or done by the shareholders. Directors need not be shareholders or residents of the State of Texas.

     Section 3.2 Number. The number of directors constituting the Board shall never be less than one (1) and shall be determined by resolution of the Board, except for the number of directors constituting the initial Board, which number is fixed by the articles of incorporation.

     Section 3.3 Election. Directors shall be elected by the shareholders by plurality vote at each annual meeting of shareholders, except as hereinafter provided, and each director so elected shall hold office until his successor has been duly elected and qualified.

     Section 3.4 Vacancies and Newly-Created Directorships.

          Section 3.4.1 Vacancies. Any vacancy occurring in the Board may be filled in accordance with subsection 3.4.3 or may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

          Section 3.4.2 Newly-Created Directorships. A directorship to be filled by reason of an increase in the number of directors may be filled in accordance with subsection 3.4.3 or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

          Section 3.4.3 Election by Shareholders. Any vacancy occurring in the Board or any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose.

3

     Section 3.5 Removal. Unless otherwise restricted by law, the articles of incorporation or these Bylaws, any director or the entire Board may be removed, with or without cause, by a majority vote of the shares then entitled to vote at an election of directors, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting.

     Section 3.6 Compensation. Unless otherwise restricted by the articles of incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be reimbursed for their expenses, if any, of attendance at each meeting of the Board and may be paid either a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation for attending committee meetings.

ARTICLE IV

BOARD MEETINGS

     Section 4.1 Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual shareholders’ meeting at the place of such shareholders’ meeting. No notice to the directors shall be necessary to legally convene this meeting, provided a quorum is present.

     Section 4.2 Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times and places as shall from time to time be determined by resolution of the Board and communicated to all directors.

     Section 4.3 Special Meetings. Special meetings of the Board (i) may be called by the chairman of the board or president and (ii) shall be called by the president or secretary on the written request of two directors or the sole director, as the case may be. Notice of each special meeting of the Board shall be given, either personally or as hereinafter provided, to each director at least (i) twenty-four (24) hours before the meeting if such notice is delivered personally or by means of telephone, telegram, telex or facsimile transmission delivery; (ii) two days before the meeting if such notice is delivered by a recognized express delivery service; and (iii) three days before the meeting if such notice is delivered through the United States mail. Any and all business may be transacted at a special meeting which may be transacted at a regular meeting of the Board. Except as may be otherwise expressly provided by law, the articles of incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting.

     Section 4.4 Quorum, Required Vote. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law, the articles of incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

4

     Section 4.5 Consent In Lieu of Meeting. Unless otherwise restricted by the articles of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting, if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such signed consent shall have the same force and effect as a unanimous vote at a meeting and shall be filed with the minutes of proceedings of the Board or committee.

ARTICLE V

COMMITTEES OF DIRECTORS

     Section 5.1 Establishment; Standing Committees. The Board may by resolution establish, name or dissolve one or more committees, each committee to consist of one or more of the directors. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

          Section 5.1.1 Finance Committee. If established, the Finance Committee shall, from time to time, meet to review the Company’s consolidated operating and financial affairs and to report its findings and recommendations to the Board for final action. The Finance Committee shall not be empowered to approve any corporate action, of whatever kind or nature, and the recommendations of the Finance Committee shall not be binding on the Board, except when, pursuant to the provisions of Section 5.2 of these Bylaws, such power and authority have been specifically delegated to such committee by the Board of resolution. In addition to the foregoing, the specific duties of the Finance Committee shall be determined by the Board by resolution.

          Section 5.1.2 Audit Committee. If established, the Audit Committee shall, from time to time, but no less than two times per year, meet to review and monitor the financial and cost accounting practices and procedures of the Company and to report its findings and recommendations to the Board for final action. The Audit Committee shall not be empowered to approve any corporate action, of whatever kind or nature, and the recommendations of the Audit Committee shall not be binding on the Board, except when, pursuant to the provisions of Section 5.2 of these Bylaws, such power and authority have been specifically delegated to such committee by the Board by resolution. In addition to the foregoing, the specific duties of the Audit Committee shall be determined by the Board by resolution.

          Section 5.1.3 Compensation Committee. If established, the Compensation Committee shall, from time to time, meet to review the various compensation plans, policies and practices of the Company and to report its findings and recommendations to the Board for final action. The Compensation Committee shall not be empowered to approve any corporate action, of whatever kind or nature, and the recommendations of the Compensation Committee shall not be binding on the Board, except when, pursuant to the provisions of Section 5.2 of these Bylaws, such power and authority have been specifically delegated to such committee by the Board by resolution. In addition to the foregoing, the specific duties of the Compensation Committee shall be determined by the Board by resolution.

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     Section 5.2 Available Powers. Any committee established pursuant to Section 5.1 of these Bylaws, including the Finance Committee, the Audit Committee and the Compensation Committee, but only to the extent provided in the resolution of the Board establishing such committee or otherwise delegating specific power and authority to such committee and as limited by law, the articles of incorporation and these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it.

     Section 5.3 Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

     Section 5.4 Procedures. Time, place and notice, if any, of meetings of a committee shall be determined by the members of such committee. At meetings of a committee, a majority of the number of members designated by the Board shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by law, the articles of incorporation or these Bylaws. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.

ARTICLE VI

OFFICERS

     Section 6.1 Elected Officers. The Board shall elect a president and a secretary (collectively, the “Required Officers”) having the respective duties enumerated below and may elect such other officers having the titles and duties set forth below which are not reserved for the Required Officers or such other titles and duties as the Board may by resolution from time to time establish:

          Section 6.1.1 President. The president shall be the chief executive officer of the Company, shall have general and active management of the business and affairs of the Company and shall see that all orders and resolutions of the Board are carried into effect. In the absence of the chairman of the board or in the event of his inability or refusal to act, the president shall perform the duties and exercise the powers of the chairman of the board.

          Section 6.1.2 Vice Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the Board may from time to time prescribe.

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          Section 6.1.3 Secretary. The secretary shall attend all meetings of the shareholders, the Board and (as required) committees of the Board and shall record all the proceedings of such meetings in minute books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the president. He shall have custody of the corporate seal of the Company and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board may give general authority to any other officer to affix the seal of the Company and to attest the affixing thereof by his signature.

          Section 6.1.4 Assistant Secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board (or if there be no such determination, then in the order of their election or appointment) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

          Section 6.1.5 Treasurer. Unless the Board by resolution otherwise provides, the treasurer shall be the chief accounting and financial officer of the Company. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and the Board, at its regular meetings, or when the Board so requires, an account of all his transactions as treasurer and of the financial condition of the Company.

          Section 6.1.6 Assistant Treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election or appointment) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

          Section 6.1.7 Divisional Officers. Each division of the Company, if any, may have a president, secretary, treasurer or controller and one or more vice presidents, assistant secretaries, assistant treasurers and other assistant officers. Any number of such offices may be held by the same person. Such divisional officers will be appointed by, report to and serve at the pleasure of the Board and such other officers that the Board may place in authority over them. The officers of each division shall have such authority with respect to the business and affairs of that division as may be granted from time to time by the Board, and in the regular course of business of such division may sign contracts and other documents in the name of the division where so authorized; provided that in no case and under no circumstances shall an officer of one division have authority to bind any other division of the Company except as necessary in the pursuit of the normal and usual business of the division of which he is an officer.

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     Section 6.2 Election. All elected officers shall serve until their successors are duly elected and qualified or until their earlier death, disqualification, retirement, resignation or removal from office.

     Section 6.3 Appointed Officers. The Board may also appoint or delegate the power to appoint such other officers, assistant officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary, and the titles and duties of such appointed officers may be as described in Section 6.1 for elected officers; provided that the officers and any officer possessing authority over or responsibility for any functions of the Board shall be elected officers.

     Section 6.4 Multiple Officeholders, Shareholder and Director Officers. Any number of offices may be held by the same person, unless the articles of incorporation or these Bylaws other-wise provide. Officers need not be shareholders or residents of the State of Texas. Officers, such as the chairman of the board, possessing authority over or responsibility for any function of the Board must be directors.

     Section 6.5 Compensation, Vacancies. The compensation of elected officers shall be set by the Board. The Board shall also fill any vacancy in an elected office. The compensation of appointed officers and the filling of vacancies in appointed offices may be delegated by the Board to the same extent as permitted by these Bylaws for the initial filling of such offices.

     Section 6.6 Additional Powers and Duties. In addition to the foregoing especially enumerated powers and duties, the several elected and appointed officers of the Company shall perform such other duties and exercise such further powers as may be provided by law, the articles of incorporation or these Bylaws or as the Board may from time to time determine or as may be assigned to them by any competent committee or superior officer.

     Section 6.7 Removal. Any officer or agent or member of a committee elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights.

ARTICLE VII

SHARE CERTIFICATES

     Section 7.1 Entitlement to Certificates. Every holder of the capital stock of the Company, unless and to the extent the Board by resolution provides that any or all classes or series of stock shall be uncertificated, shall be entitled to have a certificate, in such form as is approved by the Board and conforms with applicable law, certifying the number of shares owned by him. Each certificate representing shares shall state upon the face thereof:

(1) that the corporation is organized under the laws of the State of Texas;

(2) the name of the person to whom issued;

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(3) the number and class of shares and the designation of the series, if any, which such certificate represents; and

(4) the par value of each share represented by such certificate, or a statement that the shares are without par value.

     Section 7.2 Multiple Classes of Stock; Preemptive Rights. In the event the Company shall be authorized to issue shares of more than one class, each certificate representing shares issued by the Company (1) shall conspicuously set forth on the face or back of the certificate a full statement of (a) all of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, (b) if the Company is authorized to issue shares of any preferred or special class in series, the variations in the relative rights and preferences of the shares of each such series to the extent they have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the articles of incorporation on file in the office of the Secretary of State of the State of Texas and (b) the Company will furnish a copy of such statement to the record holder of the certificate without charge on written request to the Company at its principal place of business or registered office. In the event the Company has by its articles of incorporation limited or denied the preemptive right of shareholders to acquire unissued or treasury shares of the Company, each certificate representing shares issued by the Company (1) shall conspicuously set forth on the face or back of the certificate a full statement of the limitation or denial of preemptive rights contained in the articles of incorporation, or (2) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the articles of incorporation on file in the office of the Secretary of State of the State of Texas and (b) the Company will furnish a copy of such statement to the record holder of the certificate without charge on request to the Company at its principal place of business or registered office.

     Section 7.3 Signatures. Each certificate representing capital stock of the Company shall be signed by or in the name of the Company by (1) the chairman of the board, the president or a vice president; and (2) the treasurer, an assistant treasurer, the secretary or an assistant secretary of the Company. The signatures of the officers of the Company may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to hold such office before such certificate is issued, it may be issued by the Company with the same effect as if he held such office on the date of issue.

     Section 7.4 Issuance and Payment. Subject to any provision of the Constitution of the State of Texas to the contrary, the Board may authorize shares to be issued for consideration consisting of any tangible or intangible benefit to the Company, including, cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Company. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid. When such consideration shall have been paid to the Company or to a corporation of which all the outstanding shares of each class are owned by the Company, the shares shall be deemed to have been issued and the subscriber or shareholder entitled to receive such issue shall be a shareholder with respect to such shares, and the shares shall be considered fully paid and non-assessable. In the absence of fraud in the transaction, the judgment of the

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Board or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.

     Section 7.5 Lost Certificates. The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 7.6 Transfer of Stock. Upon surrender to the Company or its transfer agent, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer and of the payment of all taxes applicable to the transfer of said shares, the Company shall be obligated to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books; provided, however, that the Company shall not be so obligated unless such transfer was made in compliance with applicable state and federal securities laws.

     Section 7.7 Registered Shareholders. The Company shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, vote and be held liable for calls and assessments and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any person other than such registered owner, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VIII

INDEMNIFICATION

     Section 8.1 Definitions. For purposes of this Article VIII:

(1) “Corporation” includes any domestic or foreign predecessor entity of the Company in a merger, consolidation, or other transaction in which the liabilities of the prede-cessor are transferred to the Company by operation of law and in any other transaction in which the Company assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this article;

(2) “Director” means any person who is or was a director of the Company and any person who, while a director of the Company, is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise;

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(3) “Expenses” include court costs and attorneys’ fees;

(4) “Official capacity” means

(i) when used with respect to a Director, the office of Director in the Company, but does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise;

(ii) when used with respect to a person other than a Director, the elective or appointive office in the Company held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Company, but does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise; and

(5) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

     Section 8.2 Mandatory Indemnification. The Company shall indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director only if it is determined in accordance with Section 8.6 of this Article VIII that the person:

(1)	conducted himself in good faith;
(2)	reasonably believed:

(i) in the case of conduct in his official capacity as a Director of the Company, that his conduct was in the Company’s best interests; and

(ii) in all other cases, that his conduct was at least not opposed to the Company’s best interests; and

(3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 8.3 Prohibited Indemnification. Except to the extent permitted by Section 8.5 of this Article VIII, a Director may not be indemnified under Section 8.2 of this Article VIII in respect of a proceeding:

(1) in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(2) in which the person is found liable to the Company.

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     Section 8.4 Termination of Proceedings. The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 8.2 of this Article VIII. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

     Section 8.5 Judgments, Expenses, etc. A person may be indemnified under Section 8.2 of this Article VIII against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (2) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.

     Section 8.6 Determination of Indemnification. A determination of indemnification under Section 8.2 of this Article VIII must be made:

(1)	by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;
(2)	if such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding;
(3)	by special legal counsel selected by the Board or a committee thereof by vote as set forth in subsection (1) or (2) of this Section 8.6, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors; or
(4)	by the shareholders of the Company in a vote that excludes the shares held by Directors who are named defendants or respondents in the proceeding.

     Section 8.7 Determination of Reasonableness of Expenses. Determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified by subsection (3) of Section 8.6 of this Article VIII for the selection of special legal counsel.

     Section 8.8 Indemnification Against Reasonable Expenses. The Company shall indemnify a Director against reasonable expenses incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was a Director if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

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     Section 8.9 Payments in Advance of Disposition. Reasonable expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Company, in advance of the final disposition of the proceeding and without any of the determinations specified in Sections 8.6 and 8.7 of this Article VIII, after the Company receives a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article VIII and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements.

     Section 8.10 Written Undertaking. The written undertaking required by Section 8.9 of this Article VIII must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment.

     Section 8.11 Consistency with Articles of Incorporation. Any provision for the Company to indemnify or to advance expenses to a Director who was, is, or is threatened to be made a named defendant or respondent in a proceeding, whether contained in the articles of incorporation, these Bylaws, a resolution of shareholders or Directors, an agreement, or otherwise. except in accordance with Section 8.16 of this Article VIII, is valid only to the extent it is consistent with this Article VIII as limited by the articles of incorporation, if such a limitation exists.

     Section 8.12 Other Expenses. Notwithstanding any other provision of this Article VIII, the Company may pay or reimburse expenses incurred by a Director in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.

     Section 8.13 Officers, Employees and Agents. An officer, employee or agent of the Company shall be indemnified as, and to the same extent, provided by Section 8.8 of this Article VIII for a Director and is entitled to seek indemnification under such section to the same extent as a Director. The Company shall advance expenses to an officer and may advance expenses to an employee or agent of the Company to the same extent that it shall advance expenses to Directors under this Article VIII.

     Section 8.14 Other Capacities. A corporation may indemnify and advance expenses to persons who are not or were not officers, employees, or agents of the Company, but who are or were serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the same extent that it shall indemnify and advance expenses to Directors under this Article VIII.

     Section 8.15 Further Indemnification. The Company may indemnify and advance expenses to an officer, employee, agent, or person identified in Section 8.14 of this Article VIII and who is not a Director to such further extent, consistent with law, as may be provided by the articles of incorporation, these Bylaws, general or specific action of the Board, or contract or as permitted or required by common law.

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     Section 8.16 Insurance. The Company may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee, or agent of the Company or who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Company would have the power to indemnify him against that liability under this Article VIII. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Company would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the shareholders of the Company. Without limiting the power of the Company to procure or maintain any kind of insurance or other arrangement, the Company may, for the benefit of persons indemnified by the Company, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Company; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Company or with any insurer or other person deemed appropriate by the Board regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Company. In the absence of fraud, the judgment of the Board as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the Directors approving the insurance or arrangement to liability, on any ground, regardless of whether Directors participating in the approval are beneficiaries of the insurance or arrangement.

     Section 8.17 Report To Shareholders. Any indemnification of or advance of expenses to a Director in accordance with this Article VIII shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10, of the Texas Business Corporation Act and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

     Section 8.18 Employee Benefit Plans. For purposes of this Article VIII, the Company is deemed to have requested a Director to serve in capacity in connection with an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interests of the Company.

     Section 8.19 Change in Governing Law. In the event of any amendment or addition to Article 2.02-1 of the Texas Business Corporation Act or the addition of any other section to such law which shall limit indemnification rights thereunder, the Company shall, to the extent

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permitted by the Texas Business Corporation Act, indemnify to the fullest extent authorized or permitted hereunder, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company), by reason of the fact that he is or was a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against all judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including attorneys’ fees and court costs) actually and reasonably incurred by him in connection with such action, suit or proceeding.

ARTICLE IX

INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS

     Section 9.1 Validity; Disclosure; Approval. No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)	the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2)	the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or
(3)	the contract or transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board, a committee thereof, or the shareholders.

     Section 9.2 Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or by a committee which authorizes the contract or transaction.

     Section 9.3 Non-exclusive. This Article IX shall not be construed to invalidate any contract or transaction which would be valid in the absence of this Article IX.

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ARTICLE X

MISCELLANEOUS

     Section 10.1 Place of Meetings. All shareholders, directors and committee meetings shall be held at such place or places, within or without the State of Texas, as shall be designated from time to time by the Board or such committee and stated in the notices thereof. If no such place is so designated, said meetings shall be held at the principal business office of the Company.

     Section 10.2 Fixing Record Dates.

          (a) In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, to receive payment of any dividend or other distribution or allotment of any rights, to exercise any rights in respect of any change, conversion or exchange of stock or to effect any other lawful action, or to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of share-holders), the Board may fix, in advance, a record date for any such determination of shareholders, which shall not be more than sixty (60) nor less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. In the absence of any action by the Board, the date on which a notice of meeting is given, or the date the Board adopts the resolution declaring a dividend or other distribution or allotment or approving any change, conversion or exchange, as the case may be, shall be the record date. A record date validly fixed for any meeting of shareholders and the determination of shareholders entitled to vote at such meeting shall be valid for any adjournment of said meeting except where such determination has been made through the closing of stock transfer books and the stated period of closing has expired.

          (b) In order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is otherwise required, shall he the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in the State of Texas, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

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     Section 10.3 Waiver of Notice. Whenever any notice is required to be given under law, the articles of incorporation or these Bylaws, a written waiver of such notice, signed before or after the date of such meeting by the person or persons entitled to said notice, shall be deemed equivalent to such required notice. All such waivers shall be filed with the corporate records. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     Section 10.4 Attendance via Communications Equipment. Unless otherwise restricted by law, the articles of incorporation or these Bylaws, members of the Board, members of any committee thereof or the shareholders may hold a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can effectively communicate with each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     Section 10.5 Dividends. Dividends on the capital stock of the Company, paid in cash, property, or securities of the Company, or any combination thereof, and as may be limited by applicable law and applicable provisions of the articles of incorporation (if any), may be declared by the Board at any regular or special meeting.

     Section 10.6 Reserves. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Board from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purpose as the Board shall determine to be in the best interest of the Company; and the Board may modify or abolish any such reserve in the manner in which it was created.

     Section 10.7 Reports to Shareholders. The Board shall present at each annual meeting of shareholders, and at any special meeting of shareholders when called for by vote of the shareholders, a statement of the business and condition of the Company.

     Section 10.8 Contracts and Negotiable Instruments. Except as otherwise provided by law or these Bylaws, any contract or other instrument relative to the business of the Company may be executed and delivered in the name of the Company and on its behalf by the chairman of the board. the president or any vice president; and the Board may authorize any other officer or agent of the Company to enter into any contract or execute and deliver any contract in the name and on behalf of the Company, and such authority may be general or confined to specific instances as the Board may by resolution determine. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents and in such manner as are permitted by these Bylaws and/or as, from time to time, may be prescribed by resolution (whether general or special) of the Board. Unless authorized so to do by these Bylaws or by the Board, no officer, agent or employee shall have any power or authority to bind the Company by any contract or engagement, or to pledge its credit. or to render it liable pecuniarily for any purpose or to any amount.

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     Section 10.9 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board.

     Section 10.10 Seal. The seal of the Company shall be in such form as shall from time to time be adopted by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

     Section 10.11 Books and Records. The Company shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board and committees and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.

     Section 10.12 Resignation. Any director, committee member, officer or agent may resign by giving written notice to the chairman of the board, the president or the secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 10.13 Surety Bonds. Such officers and agents of the Company (if any) as the chairman of the board, the president or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Company, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Company, in such amounts and by such surety companies as the chairman of the board, the president or the Board may determine. The premiums on such bonds shall be paid by the Company and the bonds so furnished shall be in the custody of the Secretary.

     Section 10.14 Proxies in Respect of Securities of Other Corporations. The chairman of the board, the president, any vice president or the secretary may from time to time appoint an attorney or attorneys or an agent or agents for the Company to exercise, in the name and on behalf of the Company, the powers and rights which the Company may have as the holder of stock or other securities in any other corporation to vote or consent in respect of such stock or other securities, and the chairman of the board, the president, any vice president or the secretary may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and the chairman of the board, the president, any vice president or the secretary may execute or cause to be executed, in the name and on behalf of the Company and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in order that the Company may exercise such powers and rights.

     Section 10.15 Amendments. These Bylaws may be altered, amended, repealed or replaced by the shareholders, or by the Board when such power is conferred upon the Board by the articles of incorporation, at any annual shareholders meeting or annual or regular meeting of the Board, or at any special meeting of the shareholders or of the Board if notice of such alteration, amendment, repeal or replacement is contained in the notice of such special meeting. If the power to adopt, amend, repeal or replace these Bylaws is conferred upon the Board by the

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articles of incorporation, the power of the shareholders to so adopt, amend, repeal or replace these Bylaws shall not be divested or limited thereby.

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EX-4.16

Execution Version

A/B EXCHANGE
REGISTRATION RIGHTS AGREEMENT

Dated as of October 2, 2009

by and among

L-3 Communications Corporation,

The Guarantors listed on the Signature Pages Hereto

and

Banc of America Securities LLC
Barclays Capital Inc.
Deutsche Bank Securities Inc.
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
Calyon Securities (USA) Inc.
Mitsubishi UFJ Securities (USA), Inc.
RBS Securities Inc.
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
ANZ Securities, Inc.
BNY Mellon Capital Markets, LLC

As the Initial Purchasers

A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 2, 2009 by and among L-3 Communications Corporation, a Delaware corporation (the “Company”) the guarantors listed on the signature pages hereto (collectively, the “Existing Guarantors”), and Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s 5.20% Senior Notes due 2019 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated as of September 29, 2009 (the “Purchase Agreement”), by and among the Company, the Existing Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Company and the Existing Guarantors have agreed to provide the registration rights set forth in this Agreement.

     The parties hereby agree as follows:

SECTION 1 DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the following meanings:

     Act: The Securities Act of 1933, as amended.

     Additional Guarantor: Any subsidiary of the Company that executes a Subsidiary Guarantee under the Indenture after the date of this Agreement.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Closing Date: The date of this Agreement.

     Commission: The Securities and Exchange Commission.

     Consummate: A Registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof and (iii) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Series A Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

     Damages Payment Date: With respect to the Series A Notes, each Interest Payment Date.

     Effectiveness Target Date: As defined in Section 5.

     Exchange Act: The Securities Exchange Act of 1934 as amended.

     Exchange Offer: The registration by the Company under the Act of the Series B Notes (including the Subsidiary Guarantees) pursuant to a Registration Statement pursuant to which the Company offers

the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Series B Notes and registered Subsidiary Guarantees in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Series A Notes to (i) certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Act, and (ii) outside the United States to Persons other than U.S. Persons in offshore transactions meeting the requirements of rule 904 of Regulation S under the Act.

     FINRA: The Financial Industry Regulatory Authority, Inc.

     Guarantors: The Additional Guarantors and the Existing Guarantors.

     Holders: As defined in Section 2 hereof.

     Indenture: The Indenture, dated as of the date hereof, among the Company, the Existing Guarantors and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

     Initial Purchasers: As defined in the preamble hereto.

     Interest Payment Date: As defined in the Notes.

     Notes: The Series A Notes and the Series B Notes.

     Offering Memorandum: As defined in the Purchase Agreement.

     Person: An individual, partnership, corporation, trust, limited liability company or unincorporated organization, or a government or agency or political subdivision thereof.

     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

     Record Holder: With respect to any Damages Payment Date relating to Notes, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.

     Registration Default: As defined in Section 5 hereof.

     Registrar: As defined in the Indenture.

     Registration Statement: Any registration statement of the Company relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions, of this Agreement, in each case including the Prospectus included therein, all amendments and supplements

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thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

     Series B Notes: The Company’s 5.20% Senior Notes due 2019 to be issued pursuant to the Indenture in the Exchange Offer.

     Shelf Filing Deadline: As defined in Section 4 hereof.

     Shelf Registration Statement: As defined in Section 4 hereof.

     Special Interest: As defined in Section 5 hereof.

     Subsidiary Guarantee: The Guarantee by a Guarantor of the Company’s obligations under the Notes and Indenture.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

     Transfer Restricted Securities: Each Note (including the Subsidiary Guarantees), until the earliest to occur of (a) the date on which such Note is exchanged by a person other than a Broker-Dealer for a Series B Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of a Note for a Series B Note, the date on which such Series B Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Note (including the Subsidiary Guarantees) is effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement or (d) the date on which such Note (including the Subsidiary Guarantees) is distributed to the public pursuant to Rule 144 under the Act.

     Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2 SECURITIES SUBJECT TO THIS AGREEMENT

          (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

          (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3 REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 180 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including the Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as promptly as practicable, but in no event later than 270 days after the Closing Date (which 270-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period), (iii) in connection with the

3

foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including the Subsidiary Guarantees) to be made, under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

          (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes (including the Subsidiary Guarantees) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter.

          (c) The Company and the Guarantors shall indicate in a “Plan of Distribution” section contained in the Prospectus contained in the Exchange Offer Registration Statement that any Broker-Dealer who owns Series A Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Series A Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a Prospectus meeting the requirements of the Act in connection with any resales of the Series B Notes received by such Broker-Dealer in the Exchange Offer, which Prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission.

          The Company and the Guarantors shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 210 days from the date on which the Exchange Offer Registration Statement is declared effective or such shorter period that will terminate when all Notes covered by the Exchange Offer Registration Statement have been exchanged in the Exchange Offer.

          The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 210 day period in order to facilitate such resales.

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SECTION 4 SHELF REGISTRATION

          (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file the Exchange Offer Registration Statement or permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) any Holder of Transfer Restricted Securities that is a “qualified institutional buyer,” as such term is defined in Rule 144A under the Act or an institutional “accredited investor,” as such term is defined in Rule 501(a)(l), (2), (3) and (7) under the Act shall notify the Company prior to the 20^th day following the Consummation of the Exchange Offer that such Holder alone or together with holders who hold in the aggregate at least $1.0 million in principal amount of Series A Notes (A) is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) may not resell the Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) is a Broker-Dealer and holds Series A Notes acquired directly from the Company or an affiliate of the Company, the Company and the Guarantors shall:

     (i) cause to be filed with the Commission a shelf Registration Statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of (A) the 30^th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, or permitted to Consummate the Exchange Offer and (B) the 30^th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) of paragraph (a) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

     (ii) use all commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline.

The Company and the Guarantors shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date or such shorter period that will terminate when all Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or become eligible for resale pursuant to Rule 144 without volume or other restrictions.

          (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Special interest pursuant to Section 5 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company

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all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5 SPECIAL INTEREST

     If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in sections 3(a) and 4(a), as applicable, (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company agrees to pay special, interest (“Special Interest”) to each Holder of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder. The amount of the Special Interest shall increase by an additional 0.25% per annum in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest 0.5% per annum of the principal amount of Transfer Restricted Securities. The Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. All accrued Special Interest shall be paid to Record Holders by the Company and the Guarantors by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date, as provided in the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease.

     All payment obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Security shall have been satisfied in full provided, however, that the Special Interest shall cease to accrue on the day immediately prior to the date such Transfer Restricted Securities cease to be Transfer Restricted Securities.

SECTION 6 REGISTRATION PROCEDURES

          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

          (i) If in the reasonable opinion of counsel to the Company and the Guarantors there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company

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and the Guarantors hereby agree however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a resolution (which need not be favorable) by the Commission staff of such submission.

          (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Guarantors’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (A) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained pursuant to clause (i) above), and (B) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company.

          (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13,1988), Morgan Stanley and Co.. Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that to the best of the Company’s and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.

          (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act; which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

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          (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company and the Guarantors shall:

          (i) use all commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Act or any regulation thereunder, financial statements of any Guarantors) for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter. Notwithstanding the foregoing, at any time after Consummation of the Exchange Offer, the Company and the Guarantors may allow the Shelf Registration Statement to cease to become effective and usable if (A) the board of directors of the Company determines in good faith that it is in the best interests of the Company not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors, and the Company notifies the Holders within two business days after the Board of Directors makes such determination, or (B) the Prospectus contained in the Shelf Registration Statement contains an untrue statement of the material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the two-year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required to be effective and usable shall be extended by the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions;.

          (ii) subject to Section 6(c)(i), prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

          (iii) advise the underwriter(s), if any, and selling Holders of Transfer Restricted Securities and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale

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in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

          (iv) upon written request, furnish to each of the selling Holders of Transfer Restricted Securities and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s), if any, for a period of at least five business days, and the Company and the Guarantors will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) if a selling Holder of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object within 5 business days after receipt thereof;

          (v) upon written request, promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the selling Holders and to the underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

          (vi) in the case of a Shelf Registration Statement, make available at reasonable times at the Company’s principal place of business for inspection by the selling Holders of Transfer Restricted Securities, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by such selling Holders or any of the underwriter(s) who shall certify to the Company and the Guarantors that they have a current intention to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement, such financial and other information of the Company and the Guarantors as reasonably requested and cause the Company’s and the Guarantors’ officers, directors and employees to respond to such inquiries as shall be reasonably necessary, in the reasonable judgment of counsel to such Holders, to conduct a reasonable investigation; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to the subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Registration Statement or the Prospectus included therein or in an amendment to such Registration Statement or an amendment or supplement to such Prospectus in order that such Registration Statement,

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Prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;

          (vii) if requested by any selling Holders of Transfer Restricted Securities or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

          (viii) upon request, furnish to each selling Holder of Transfer Restricted Securities and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

          (ix) deliver to each selling Holder of Transfer Restricted Securities and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

          (x) enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by the Initial Purchaser or, in the case of registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least 25% in aggregate principal amount of such class of Transfer Restricted Securities; provided, that, the Company and the Guarantors shall not be required to enter into any such agreement more than once with respect to all of the Transfer Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company and the Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantors shall:

          (A) furnish to the Initial Purchasers, the Holders of Transfer Restricted Securities who hold at least 25% in aggregate principal amount of such class of Transfer Restricted Securities (in the case of a Shelf Registration Statement) and each underwriter, if any, in such substance and scope as they may request and as are customarily made in connection with an offering of debt securities pursuant to a Registration Statement (i) upon the

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effective date of any Registration Statement (and if such Registration Statement contemplates an Underwritten Offering of Transfer Restricted Securities upon the date of the closing under the underwriting agreement related thereto) and (ii) upon the filing of any amendment or supplement to any Registration Statement or any other document that is incorporated in any Registration Statement by reference and includes financial data with respect to a fiscal quarter or year:

          (1) a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the respective Chairman of the Board, the respective President or any Vice President and (z) the respective Chief Financial Officer of the Company and each of the Guarantors confirming, as of the date thereof, the matters set forth in paragraph (f) of Section 6 of the Purchase Agreement and such other matters as such parties may reasonably request;

          (2) an opinion, dated the date, of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company covering the matters set forth in paragraphs (d) and (e) of Section 6 of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the Initial Purchasers’ representatives and the Initial Purchasers’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Company and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

          (3) a customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 6 of the Purchase Agreement, without exception;

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          (B) set forth in full or incorporated by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

          (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company and the Guarantors pursuant to this clause (x), if any.

          (xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders of Transfer Restricted Securities, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders of Transfer Restricted Securities or underwriter(s) may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement filed pursuant to Section 4 hereof; provided, however, that the Company and the Guarantors shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

          (xii) shall issue, upon the request of any Holder of Series A Notes covered by the Shelf Registration Statement, Series B Notes, having an aggregate principal amount equal to the aggregate principal amount of Series A Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Series B Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Series A Notes held by such Holder shall be surrendered to the Company for cancellation;

          (xiii) cooperate with the selling Holders of Transfer Restricted Securities and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

          (xiv) use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xi) above;

          (xv) subject to clause (d)(i) above, if any fact or event contemplated by clause (d)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

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          (xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company;

          (xvii) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

          (xviii) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

          (xix) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

          (xx) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; and

          (xxi) so long as any Transfer Restricted Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Initial Purchasers no later than five business days following the execution thereof.

     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition and will use its reasonable best efforts to cause any underwriter to forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth

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in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(d)(xv) hereof or shall have received the Advice.

     The Company and the Guarantors may require each Holder of Transfer Restricted Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder and such Holder’s intended method of distribution of the applicable Transfer Restricted Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Act. Each such Holder agrees to notify the Company as promptly as practicable of (i) any inaccuracy or change in information previously furnished by such Holder to the Company or (ii) the occurrence of any event, in either case, as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities or omits to state any material fact regarding such Holder or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities required to be stated therein or necessary to make the statements therein not misleading and promptly to furnish to the Company any additional information required to correct and update any previously furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Holder or the distribution of the applicable Transfer Restricted Securities an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

     Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated by this Agreement (the “Transactions”) and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that neither party (nor any employee, representative or other agent thereof) shall disclose any information (a) that is not relevant to an understanding of the U.S. federal income tax treatment or tax structure of the Transactions or (b) to the extent such disclosure could result in a violation of any federal or state securities laws.

SECTION 7 REGISTRATION EXPENSES

     All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services; (iv) all fees and disbursements of counsel for the Company and the Guarantors and the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

     The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its’ officers and employees performing legal or accounting

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duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

SECTION 8 INDEMNIFICATION

          (a) The Company and the Guarantors shall, jointly and severally, indemnify and hold harmless each Holder of Transfer Restricted Securities, its officers and employees and each person, if any, who controls any such Holders, within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases, sales and registration of Notes), to which that Holder, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement or Prospectus or in any amendment or supplement thereto or (B) in any blue sky application or other document prepared or executed by the Company or any Guarantor (or based upon any written information furnished by the Company or any Guarantor) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”), (ii) the omission or alleged omission to state in any Registration Statement or Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Holder in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Holder through its gross negligence or willful misconduct), and shall reimburse each Holder and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Holder, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement or Prospectus, or in any such amendment or supplement, or in any Blue Sky Application, in reliance upon and in conformity with written information concerning such Holder furnished to the Company by or on behalf of any Holder specifically for inclusion therein. The foregoing indemnity agreement is in addition to any liability which the Company and the Guarantors may otherwise have to any Holder or to any officer, employee or controlling person of that Holder.

          (b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Company and the Guarantors, their respective officers and employees, each of their respective directors, and each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect, thereof, to which the Company, the Guarantors or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement or Prospectus, or in any amendment or supplement thereto, or (B) in any Blue Sky Application or (ii) the omission or alleged omission to state in any Registration Statement or Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not

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misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Holders furnished to the Company by or on behalf of that Holder specifically for inclusion therein, and shall reimburse the Company, the Guarantors and any such director, officer or controlling person for any legal or other expenses reasonably incurred by the Company, the Guarantors or any such director; officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Holder may otherwise have to the Company, the Guarantors or any such director, officer, employee or controlling person. The Company and the Guarantors shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Securities to the same extent as provided above with respect to information or affidavit furnished in writing by such Persons as provided specifically for in any Prospectus or Registration Statement.

          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by Banc of America Securities LLC, if the indemnified parties under this Section 8 consist of any Initial Purchaser or any of their respective officers, employees or controlling persons, or by the Company, if the indemnified parties under this Section consist of the Company, the Guarantors or any of their respective directors, officers, employees or controlling persons. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties

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are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

          (d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate, to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders on the other, from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand and the Holders on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand and the Holders on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Series A Notes purchased under the Purchase Agreement (before deducting expenses) received by the Company and the Guarantors, on the one hand, and the total discounts and commissions received by the Holders with respect to the Series A Notes purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Series A Notes under the Purchase Agreement. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors or the Holders, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds received by it. in connection with its sale of Notes exceeds the amount of any damages which such Holder has otherwise paid of become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 8(d) are several and not joint.

SECTION 9 RULE 144A

     The Company and each Guarantor hereby agrees with each Holder of Transfer Restricted Securities,, during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Exchange Act within the two-year period following the Closing Date, to make available to any Holder or beneficial owner of Transfer Restricted Securities, in connection with any sale thereof and

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any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10 PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

     No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11 SELECTION OF UNDERWRITERS

     The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering at such Holders’ expense. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company.

SECTION 12 MISCELLANEOUS

          (a) Remedies. The Company and the Guarantors agree that monetary damages (including the Special Interest contemplated hereby) would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

          (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as disclosed in the Offering Memorandum or in the documents incorporated therein by reference, neither the Company nor any Guarantor has previously entered into any agreement granting any registration rights with respect to its securities to any Person that is inconsistent with the terms of this Agreement. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any Guarantor’s securities under any agreement in effect on the date hereof.

          (c) Adjustments Affecting the Notes. The Company and the Guarantors will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

          (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may

18

be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered.

          (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

          (ii) if to the Company or the Guarantors:

L-3 Communications Corporation
600 Third Avenue, 34th Floor,
New York, New York 10016,
Attention: Steve Post (Fax: 212-805-5494),

With a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY, 10017
Attention: Vincent Pagano Jr. (Fax: 212-455-2502)

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

19

          (k) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company and the Guarantors with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature pages follow]

20

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Dated as of October 2, 2009

L-3 COMMUNICATIONS CORPORATION
By:	/s/ Steven M. Post
	Name:	Steven M. Post
	Title:	Senior Vice President, General Counsel and Corporate Secretary

BROADCAST SPORTS INC.
D.P. ASSOCIATES, INC.
ELECTRODYNAMICS, INC.
HENSCHEL INC.
INTERNATIONAL RESOURCES GROUP LTD.
INTERSTATE ELECTRONICS CORPORATION
L-3 CHESAPEAKE SCIENCES CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS TECHNOLOGY, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC.
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS, INC.
L-3 COMMUNICATIONS CRESTVIEW AEROSPACE CORPORATION
L-3 COMMUNICATIONS CYTERRA 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 EOTECH, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC.
L-3 COMMUNICATIONS GENEVA AEROSPACE, INC.
L-3 COMMUNICATIONS INFRAREDVISION TECHNOLOGY CORPORATION
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 NAUTRONIX HOLDINGS, INC.
L-3 COMMUNICATIONS NOVA ENGINEERING, INC.
L-3 COMMUNICATIONS SAFEVIEW, INC.
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC.
L-3 COMMUNICATIONS SONOMA EO, INC.

REGISTRATION RIGHTS AGREEMENT

L-3 COMMUNICATIONS TCS, INC.
L-3 COMMUNICATIONS WESTWOOD CORPORATION
L-3 FUZING AND ORDNANCE SYSTEMS, INC.
L-3 G.A. INTERNATIONAL, INC.
L-3 GLOBAL COMMUNICATIONS SOLUTIONS, INC.
L-3 SERVICES, INC.
LINCOM WIRELESS, INC.
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
PAC ORD INC.
POWER PARAGON, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR, INC.
TITAN FACILITIES, INC.
TROLL TECHNOLOGY CORPORATION
WESCAM AIR OPS INC.
WESCAM HOLDINGS (US) 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

REGISTRATION RIGHTS AGREEMENT

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC
L-3 COMMUNICATIONS SHARED SERVICES, LLC

As Guarantors
By:	L-3 COMMUNICATIONS CORPORATION, as Sole Member
By:	/s/ Steven M. Post
	Name:	Steven M. Post
	Title:	Senior Vice President, General Counsel and Corporate Secretary

L-3 COMMUNICATIONS FLIGHT CAPITAL LLC
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC

As Guarantors
By:	L-3 COMMUNICATIONS VERTEX AEROSPACE LLC, as Sole Member
By:	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as Sole Member
By:	L-3 COMMUNICATIONS AIS GP CORPORATION, as General Partner
By:	/s/ Steven M. Post
	Name:	Steven M. Post
	Title:	Senior Vice President, Secretary

L-3 COMMUNICATIONS VERTEX AEROSPACE LLC

As a Guarantor
By:	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as Sole Member
By:	L-3 COMMUNICATIONS AIS GP CORPORATION, as General Partner
By:	/s/ Steven M. Post
	Name:	Steven M. Post
	Title:	Senior Vice President, Secretary

REGISTRATION RIGHTS AGREEMENT

          In Witness Whereof, the parties have executed this Agreement as of the date first written above.

For themselves and as representatives of the several Initial Purchasers BANC OF AMERICA SECURITIES LLC
By:	/s/ R. Keith Harman
	Name:	R. Keith Harman
	Title:	Managing Director
BARCLAYS CAPITAL INC.
By:
	Name:
	Title:

SENIOR NOTES REGISTRATION RIGHTS AGREEMENT

          In Witness Whereof, the parties have executed this Agreement as of the date first written above.

For themselves and as representatives of the several Initial Purchasers BANC OF AMERICA SECURITIES LLC
By:
	Name:
	Title:
BARCLAYS CAPITAL INC.
By:	/s/ Stephen Feinstein
	Name:	Stephen Feinstein
	Title:	Managing Director

SENIOR NOTES REGISTRATION RIGHTS AGREEMENT

Annex A

Counterpart To Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees (as a “Guarantor”) to use commercially reasonable efforts to include its Subsidiary Guarantee in any Registration Statement required to be filed by the Company and the Guarantors pursuant to the Registration Rights Agreement, dated as of October 2, 2009, (the “Registration Rights Agreement”) by and among L-3 Communications Corporation, a Delaware corporation, the guarantors party thereto, Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC, Calyon Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., RBS Securities Inc., Scotia Capital (USA) Inc., SG Americas Securities, LLC, ANZ Securities, Inc. and BNY Mellon Capital Markets, LLC to use commercially reasonable efforts to cause such Registration Statement to become effective as specified in the Registration Rights Agreement; and to otherwise be bound by the terms and provisions, of the Registration Rights Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Counterpart as of                     .

[NAME]
By:
	Name:
	Title:

EX-5

Exhibit 5

Simpson Thacher & Bartlett llp

425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000

Facsimile (212) 455-2502

                    March [ ], 2010

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”), and to the Delaware subsidiaries of the Company named on Schedule I attached hereto (each, a “Delaware Guarantor” and collectively, the “Delaware Guarantors”) and to the non-Delaware subsidiaries of the Company named on Schedule II attached hereto (each, a “Non-Delaware Guarantor,” collectively, the “Non-Delaware Guarantors,” and taken together with the Delaware Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $1,000,000,000 aggregate principal amount of 5.20% Series B Senior Notes due 2019 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture, dated as of October 2, 2009 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Exchange Notes will be offered by the Company in exchange for $1,000,000,000 aggregate principal amount of its outstanding 5.20% Senior Notes due 2019.

     We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other 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

-2-

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 assumed further that (1) the Non-Delaware Guarantors have duly authorized, executed and delivered the Indenture and the Guarantees, (2) the execution, delivery and performance by the Non-Delaware Guarantors of the Indenture and the Guarantees do not and will not violate the laws of the Non-Delaware Guarantors’ respective states of formation or any other applicable laws (excepting the laws of the State of New York and the federal laws of the United States) and (3) each of the Non-Delaware Guarantors is duly formed and validly existing under the laws of its respective jurisdiction of organization.

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

     1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

     2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, 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 federal law of the United States, the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions

-3-

interpreting the foregoing), the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

     We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,
 

/s/ Simpson Thacher & Bartlett LLP
 

SIMPSON THACHER & BARTLETT LLP 

SCHEDULE I

DELAWARE GUARANTORS

Broadcast Sports Inc., a Delaware corporation
International Resources Group Ltd., a Delaware corporation
L-3 Communications AIS GP Corporation, a Delaware corporation
L-3 Communications Avionics Systems, Inc., a Delaware corporation
L-3 Communications Cyterra Corporation, a Delaware corporation
L-3 Communications Electron Technologies, Inc., a Delaware corporation
L-3 Communications EOTech, 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 Shared Services, LLC, a Delaware limited liability 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 Fuzing and Ordnance Systems, Inc., a Delaware corporation
L-3 Services, Inc., a Delaware corporation
Lincom Wireless, 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

SCHEDULE II

NON-DELAWARE GUARANTORS

D.P. Associates Inc., a Virginia corporation
Electrodynamics, Inc., an Arizona corporation
Interstate Electronics Corporation, a California corporation
L-3 Chesapeake Sciences Corporation, a Maryland corporation
L-3 Communications Advanced Laser Systems Technology, Inc., a Florida corporation
L-3 Communications Applied Signal and Image Technology, Inc., a Maryland corporation
L-3 Communications 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 InfraredVision Technology Corporation, a California corporation
L-3 Communications MariPro, Inc., a California corporation
L-3 Communications Mobile-Vision, Inc., a New Jersey corporation
L-3 Communications Nova Engineering, Inc., an Ohio 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 Global Communications Solutions, Inc., a Virginia corporation
L-3 Unmanned Systems, Inc., a Texas corporation
Microdyne Communications Technologies Incorporated, a Maryland corporation
Microdyne Corporation, a Maryland corporation
Microdyne Outsourcing Incorporated, a Maryland corporation
Titan Facilities, Inc., a Virginia corporation

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of L-3 Communications Corporation of our report dated February 26, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting of L-3 Communications Holdings, Inc. and L-3 Communications Corporation, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York
March 26, 2010

EX-25

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

L-3 COMMUNICATIONS CORPORATION

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 13-3937436
(I.R.S. employer
identification no.)

Broadcast Sports Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 52-1977327
(I.R.S. employer
identification no.)

D.P. Associates Inc.

(Exact name of obligor as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization) 54-1389520
(I.R.S. employer
identification no.)

Electrodynamics, Inc.

(Exact name of obligor as specified in its charter)

Arizona
(State or other jurisdiction of
incorporation or organization) 36-3140903
(I.R.S. employer
identification no.)

Interstate Electronics Corporation

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 95-1912832
(I.R.S. employer
identification no.)

L-3 Communications Advanced Laser Systems Technology, Inc.

(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 59-2808669
(I.R.S. employer
identification no.)

- 2 -

L-3 Communications AIS GP Corporation

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 13-4137187
(I.R.S. employer
identification no.)

L-3 Communications Avionics Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 38-1865601
(I.R.S. employer
identification no.)

L-3 Communications Cincinnati Electronics Inc.

(Exact name of obligor as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 31-0826926
(I.R.S. employer
identification no.)

L-3 Communications Electron Technologies, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 91-2046609
(I.R.S. employer
identification no.)

L-3 Communications EO/IR, Inc.

(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 59-3316817
(I.R.S. employer
identification no.)

- 3 -

L-3 Communications ESSCO, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 04-2281486
(I.R.S. employer
identification no.)

L-3 Communications Flight Capital LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 75-3089735
(I.R.S. employer
identification no.)

L-3 Communications Flight International Aviation LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 02-0654591
(I.R.S. employer
identification no.)

L-3 Communications Infrared Vision Technology Corporation

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 77-0534649
(I.R.S. employer
identification no.)

L-3 Communications Integrated Systems L.P.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 03-0391841
(I.R.S. employer
identification no.)

- 4 -

L-3 Communications Investments Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 51-0260723
(I.R.S. employer
identification no.)

L-3 Communications Klein Associates, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 02-0277515
(I.R.S. employer
identification no.)

L-3 Communications Mobile-Vision, Inc.

(Exact name of obligor as specified in its charter)

New Jersey
(State or other jurisdiction of
incorporation or organization) 22-2893537
(I.R.S. employer
identification no.)

L-3 Communications Security and Detection Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 04-3054475
(I.R.S. employer
identification no.)

L-3 Communications Sonoma EO, Inc.

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 68-0439616
(I.R.S. employer
identification no.)

- 5 -

L-3 Communications Vector International Aviation LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 42-1569647
(I.R.S. employer
identification no.)

L-3 Communications Vertex Aerospace LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 64-0941176
(I.R.S. employer
identification no.)

L-3 Communications Westwood Corporation

(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization) 87-0430944
(I.R.S. employer
identification no.)

Lincom Wireless, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 95-4832760
(I.R.S. employer
identification no.)

Microdyne Communications Technologies Incorporated

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 59-3500774
(I.R.S. employer
identification no.)

- 6 -

Microdyne Corporation

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-0856493
(I.R.S. employer
identification no.)

Microdyne Outsourcing Incorporated

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 33-0797639
(I.R.S. employer
identification no.)

Pac Ord Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 23-2523436
(I.R.S. employer
identification no.)

Power Paragon, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 33-0638510
(I.R.S. employer
identification no.)

SPD Electrical Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 23-2457758
(I.R.S. employer
identification no.)

- 7 -

SPD Switchgear, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 23-2510039
(I.R.S. employer
identification no.)

Titan Facilities, Inc.

(Exact name of obligor as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization) 54-0918681
(I.R.S. employer
identification no.)

International Resources Group, Ltd.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 11-2777542
(I.R.S. employer
identification no.)

L-3 Chesapeake Sciences Corporation

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-1737390
(I.R.S. employer
identification no.)

L-3 Communications Applied Signal and Image Technology, Inc.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-1915376
(I.R.S. employer
identification no.)

- 8 -

L-3 Communications CyTerra Corporation

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 04-3496006
(I.R.S. employer
identification no.)

L-3 Communications Dynamic Positioning and Control Systems, Inc.

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 33-0386810
(I.R.S. employer
identification no.)

L-3 Communications EOTech, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 16-1620559
(I.R.S. employer
identification no.)

L-3 Communications Foreign Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 20-5871893
(I.R.S. employer
identification no.)

L-3 Communications Germany Holdings, LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 27-2047124
(I.R.S. employer
identification no.)

- 9 -

L-3 Communications MariPro, Inc.

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 33-0947774
(I.R.S. employer
identification no.)

L-3 Communications Nova Engineering, Inc.

(Exact name of obligor as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 31-1287491
(I.R.S. employer
identification no.)

L-3 Communications Shared Services, LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 26-2876838
(I.R.S. employer
identification no.)

L-3 Fuzing and Ordnance Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 31-0740721
(I.R.S. employer
identification no.)

L-3 G.A. International, Inc.

(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 65-0501176
(I.R.S. employer
identification no.)

- 10 -

L-3 Global Communications Solutions, Inc.

(Exact name of obligor as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization) 54-1763687
(I.R.S. employer
identification no.)

L-3 Services, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 95-2588754
(I.R.S. employer
identification no.)

L-3 Unmanned Systems, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization) 75-2715474
(I.R.S. employer
identification no.)

600 Third Avenue
New York, New York
(Address of principal executive offices) 10016
(Zip code)

 5.20% Series B Senior Notes due 2019
and Guarantees of 5.20% Series B Senior Notes due 2019
(Title of the indenture securities)

- 11 -

TABLE OF CONTENTS

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State	One State Street, New
of New York	York, N.Y. 10004-1417,
	and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New
	York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 12 -

4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
6.	The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 13 -

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 22^nd day of March, 2010.

THE BANK	OF NEW YORK MELLON
By: Name:	/S/ FRANCA M. FERRERA FRANCA M. FERRERA
Title:	SENIOR ASSOCIATE

- 14 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,971,000
Interest-bearing balances		58,139,000
Securities:
Held-to-maturity securities		4,414,000
Available-for-sale securities		48,838,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		85,000
Securities purchased under agreements to resell		51,000
Loans and lease financing receivables:
Loans and leases held for sale		38,000
Loans and leases, net of unearned income		25,990,000
LESS: Allowance for loan and lease losses		475,000
Loans and leases, net of unearned income and allowance		25,515,000
Trading assets		4,711,000
Premises and fixed assets (including capitalized leases)		1,057,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		915,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		4,991,000
Other intangible assets		1,471,000

	Dollar Amounts In Thousands
Other assets		11,075,000
Total assets		164,275,000
LIABILITIES
Deposits:
In domestic offices		60,985,000
Noninterest-bearing		30,587,000
Interest-bearing		30,398,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		73,119,000
Noninterest-bearing		2,527,000
Interest-bearing		70,592,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,043,000
Securities sold under agreements to repurchase		11,000
Trading liabilities		5,570,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		1,249,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		4,071,000
Total liabilities		150,538,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,499,000
Retained earnings		5,404,000
Accumulated other comprehensive income		-1,665,000
Other equity capital components		0
Total bank equity capital		13,373,000
Noncontrolling (minority) interests in consolidated subsidiaries		364,000
Total equity capital		13,737,000
Total liabilities and equity capital		164,275,000

     I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

     Thomas P. Gibbons,
Chief Financial Officer

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Robert P. Kelly
Catherine A. Rein
Directors

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL
for
$1,000,000,000
5.20% Senior Notes Due 2019
of
L-3 COMMUNICATIONS CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2010 (THE “EXPIRATION DATE” ) UNLESS EXTENDED BY L-3 COMMUNICATIONS CORPORATION

The Exchange Agent Is:

THE BANK OF NEW YORK MELLON

By Mail:	By Facsimile:	By Hand or Overnight Delivery:
The Bank of New York Mellon	The Bank of New York Mellon	The Bank of New York Mellon
Reorganization Unit	Attention:	Reorganization Unit
101 Barclay Street-7 East		101 Barclay Street
New York, NY 10286		Lobby Level-Corp. Trust Window
Attention:		New York, NY 10286
		Attention:

Confirm Receipt of

Facsimile by telephone

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges receipt of the Prospectus dated          , 2010 (the “Prospectus”) of L-3 Communications Corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer” ) to exchange its 5.20% Series B Senior Subordinated Notes due 2019, which have been registered under the Securities Act of 1933, as amended (the “Securities Act” ) (the “Exchange Notes” ), for each of its 5.20% Senior Subordinated Notes due 2019 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes” ) from the holders thereof.

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
Name(s) and Address(es)		Aggregate Principal	Principal
of Registered Holder(s)	Certificate	Amount Represented	Amount
(Please fill in)	Number(s)*	by Outstanding Notes*	Tendered**
	Total

*	Need not be completed by book-entry holders.
**	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2.

Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Unless the context otherwise requires, the term ” holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (” DTC” ).

o   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):

Name of Eligible Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o   CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

o   CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

2

o   CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an ” underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an ” affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

3

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, dated as of October 2, 2009 (the “Registration Rights Agreement” ), by and among the Company, the guarantors named therein, and Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein, and that the Company shall have no further obligations or liabilities thereunder except as provided in the first paragraph of Section 4 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer. The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer — Certain Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below unless indicated otherwise above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set under “The Exchange Offer — Certain Conditions to the Exchange Offer” occur.

The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes.

By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

4

Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

5

TENDERING HOLDER(S) SIGN HERE
(Complete accompanying Substitute Form W-9)

MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.

(Signature(s) of Holder(s))

Date: 

Name(s): 

(Please Print)

Capacity (full title): 

Address: 

(Including Zip Code)

Daytime Area Code and Telephone No.: 

Taxpayer Identification No.: 

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTION 3)

Authorized Signature: 

Date: 

Name(s): 

Title: 

Name of Firm: 

Address: 

(Include Zip Code)

Area Code and Telephone No.: 

6

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue:	o	Outstanding Notes not tendered to:
	o	Exchange Notes to:

Name(s): 

(Please Print)

Address:

(Include Zip Code)

Daytime Area Code and
Telephone No.: 

Tax Identification No.: 

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	o	Outstanding Notes not tendered to:
	o	Exchange Notes to:

Name(s): 

(Please Print)

Address: 

(Include Zip Code)

Area Code and
Telephone No.: 

7

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.  A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.

Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) on or prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals.  If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled “Description of Outstanding Notes Tendered Herewith.” A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

8

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at one of the addresses for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes Pursuant to the Exchange Offer, (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of a notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book- entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

3. Signatures on this Letter of Transmittal; Written Instruments and Endorsements; Guarantees of Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when, signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Institution.

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such

9

guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution” ). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.

4. Special Issuance and Delivery Instructions.  Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5. Transfer Taxes.  The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer, except in the case of deliveries of certificates for Outstanding Notes for Exchange Notes that are to be registered or issued in the name of any person other than the holder of Outstanding Notes tendered thereby. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6. Waiver of Conditions.  The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities.  Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8. Requests for Assistance or Additional Copies.  Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments to be made to the holder of Outstanding Notes. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

9. Irregularities.  All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittal or Outstanding Notes will be resolved by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company’s interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Outstanding Notes or conformation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent prior to the Expiration Date.

10

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder of Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides The Bank of New York Mellon, as Paying Agent (the “Paying Agent” ), through the Exchange Agent, with either (i) such holder’s correct taxpayer identification number ( “TIN” ) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit the appropriate Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent.

The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

11

PAYER’S NAME: THE BANK OF NEW YORK MELLON
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.  Part 3 — o Awaiting TIN	Name -     - Social Security Number OR - Employer Identification Number
	Part 2 — Certification — Under the penalties of perjury, I certify that:
	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3) I am a U.S. person (including a U.S. resident alien).
	Certificate Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Sign Here à	Signature ­ ­  Date ____________, 2010

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature ­ ­ Date ­ ­, 2010

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the
		Social Security
For this type of account:		number of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual Corporate	The owner(3)

		Give the Employer
		Identification
For this type of account:		number of —
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious charitable, educational, or other tax-exempt organization	The corporation
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:   If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•  The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing.

•  An international organization or any agency or instrumentality thereof.

•  A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•  A corporation.

•  A financial institution.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under Section 584(a).

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A middleman known in the investment community as a nominee or custodian.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A foreign central bank of issue.

•  A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under Section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•  Payments described in Section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under Section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage or student loan interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

14

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
for
Tender of all Outstanding
$1,000,000,000 5.20% Senior Notes Due 2019
in exchange for
new $1,000,000,000 5.20% Series B Senior Notes Due 2019
of
L-3 COMMUNICATIONS CORPORATION

Registered holders of outstanding 5.20% Senior Subordinated Notes due 2019 (the “Outstanding Notes” ) who wish to tender their Outstanding Notes in exchange for a like principal amount of new 5.20% Series B Senior Notes due 2019 (the “Exchange Notes” ) and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York Mellon (the “Exchange Agent” ) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering” in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK MELLON

By Mail:
The Bank of New York Mellon
Reorganization Unit
101 Barclay Street — 7 East
New York, NY 10286
Attention: By Facsimile:
The Bank of New York Mellon
Attention:


Confirm Receipt of
Facsimile by telephone By Hand or Overnight Delivery:
The Bank of New York Mellon
Reorganization Unit
101 Barclay Street
Lobby Level — Corp. Trust Window
New York, NY 10286
Attention:

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated           2010 of L-3 Communications Corporation (the “Prospectus”), receipt of which is hereby acknowledged.

Description of Outstanding Notes Tendered
	Name and Address	Certificate Number(s)
	of Registered Holder	of Outstanding Notes
	as it Appears on the	Tendered (or Account	Principal Amount
	Outstanding Notes	Number at Book-Entry	Outstanding Notes
Name of Tendering Holder	(Please Print)	Facility)	Tendered

2

SIGN HERE

Name of Registered or Acting Holder:

Signature(s): 

Name(s) (Please Print):

Address: 

Telephone Number: 

Date: 

IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

DTC Account Number: 

Date: 

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration date (as defined in the Letter of Transmittal).

Name of Firm:  ­ ­	­ ­
	(Authorized Signature)
Address:  ­ ­	Title:  ­ ­
­ ­	Name: ­ ­
(zip code)	(Please Type or Print)
Area Code and	Date:  ­ ­
Telephone No.:  ­ ­

NOTE:   DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.3

Exhibit 99.3

Offer to Exchange
5.20% Series B Senior Notes Due 2019
For any and all Outstanding
5.20% Senior Notes Due 2019
of
L-3 COMMUNICATIONS CORPORATION

          , 2005

To Securities Dealers, Commercial Banks,

Trust Companies and Other Nominees:

L-3 Communications Corporation (the “Company”) and the subsidiaries of the Company named in Schedule I hereto (the “Guarantors”) are offering (the “Exchange Offer”) to exchange $2,000 in principal amount of the Company’s new 5.20% Series B Senior Notes due 2019 (the “Exchange Notes”), for each $2,000, and in integral multiples of $1,000 thereafter, in principal amount of outstanding 5.20% Senior Notes due 2019 (the “Old Notes”). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus, dated          , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes are unconditionally guaranteed (the ” Old Guarantees”) by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the outstanding Old Guarantees of the Old Notes for which such Exchange Notes are issued in exchange.

Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Company” include the Guarantors as issuers of the New Guarantees and the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Old Notes” include the related Old Guarantees.

The Company will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OLD NOTES REGISTERED IN THEIR OWN NAMES.

The Company will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Old Notes pursuant to the Exchange Offer. You will, however, be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Company will pay all transfer taxes, if any, applicable to the tender of Old Notes to them or their order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

Enclosed are copies of the following documents:

1. A form of letter which you may send, as a cover letter to accompany the Prospectus and related materials, to your clients for whose accounts you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining the client’s instructions with regard to the Exchange Offer.

2. The Prospectus.

3. The Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients.

4. A form of Notice of Guaranteed Delivery.

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Your prompt action is requested. The Exchange Offer will expire at 12:00 P.M., New York City time, on          , 2010 unless the Exchange Offer is extended by the Company. The time at which the Exchange Offer expires is referred to as the “Expiration Date.” Tendered Old Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 12:00 P.M. on the Expiration Date.

To participate in the Exchange Offer, certificates for Old Notes, or a timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Letter of Transmittal and the Prospectus.

If holders of the Old Notes wish to tender, but it is impracticable for them to forward their Old Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer Guaranteed Delivery Procedures” and the Letter of Transmittal.

Additional copies of the enclosed materials may be obtained from the Exchange Agent, The Bank of New York Mellon, by calling           and directing your inquiries to

Very truly yours,

L-3 COMMUNICATIONS CORPORATION

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

2

SCHEDULE I

Broadcast Sports Inc., a Delaware corporation

D.P. Associates Inc., a Virginia corporation

Electrodynamics, Inc., an Arizona corporation

International Resources Group Ltd., a Delaware corporation

Interstate Electronics Corporation, a California corporation

L-3 Chesapeake Sciences Corporation, a Maryland corporation

L-3 Communications Advanced Laser Systems Technology, Inc., a Florida corporation

L-3 Communications AIS GP Corporation, a Delaware corporation

L-3 Communications Applied Signal and Image Technology, Inc., a Maryland corporation

L-3 Communications Avionics Systems, Inc., a Delaware corporation

L-3 Communications Cincinnati Electronics Corporation, an Ohio corporation

L-3 Communications Cyterra Corporation, a Delaware corporation

L-3 Communications Dynamic Positioning and Control Systems, Inc., a California corporation

L-3 Communications Electron Technologies, Inc., a Delaware corporation

L-3 Communications EO/IR, Inc., a Florida corporation

L-3 Communications EOTech, Inc., a Delaware corporation

L-3 Communications ESSCO, Inc., a Delaware corporation

L-3 Communications Flight 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 InfraredVision Technology Corporation, a California corporation

L-3 Communications Integrated Systems L.P., a Delaware limited partnership

L-3 Communications Investments Inc., a Delaware corporation

L-3 Communications Klein Associates, Inc., a Delaware corporation

L-3 Communications MariPro, Inc., a California corporation

L-3 Communications Mobile-Vision, Inc., a New Jersey corporation

L-3 Communications Nova Engineering, Inc., an Ohio corporation

L-3 Communications Security and Detection Systems, Inc., a Delaware corporation

L-3 Communications Shared Services, LLC, a Delaware limited liability corporation

L-3 Communications Sonoma EO, Inc., a California corporation

L-3 Communications Vector International Aviation LLC, a Delaware limited liability company

L-3 Communications Vertex Aerospace, LLC, a Delaware limited liability company

L-3 Communications Westwood Corporation, a Nevada corporation

L-3 Fuzing and Ordnance Systems, Inc., a Delaware corporation

L-3 G.A. International, Inc., a Florida corporation

L-3 Global Communications Solutions, Inc., a Virginia corporation

L-3 Services, Inc., a Delaware corporation

L-3 Unmanned Systems, Inc., a Texas corporation

Lincom Wireless, Inc., a Delaware corporation

Microdyne Communications Technologies Incorporated, a Maryland corporation

Microdyne Corporation, a Maryland corporation

Microdyne Outsourcing Incorporated, a Maryland 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

Titan Facilities, Inc., a Virginia corporation

3

EX-99.4

Exhibit 99.4

Offer to Exchange

5.20% Series B Senior Notes Due 2019
For any and all Outstanding
5.20% Senior Notes Due 2019
of
L-3 COMMUNICATIONS CORPORATION

          , 2010

To Our Clients:

Enclosed for your consideration is a Prospectus, dated          , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by L-3 Communications Corporation (the “Company”) and the subsidiaries of the Company named in Schedule I hereto (“the Guarantors”), to exchange $100,000 in principal amount of the Company’ s new 5.20% Series B Senior Notes due 2019 (the “Exchange Notes”), for each $2,000, and in integral multiples of $1,000 thereafter, in principal amount of outstanding 5.20% Senior Notes due 2019 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any convenant regarding registration under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the outstanding Old Guarantees of the Old Notes for which such Exchange Notes are issued in exchange.

Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Company” include the Guarantors as issuers of the New Guarantees and the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Old Notes” include the related Old Guarantees.

The Company will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

This material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of such Old Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender Old Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. However, we urge you to read the Prospectus carefully before instructing us as to whether or not to tender your Old Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 12:00 P.M., New York City Time, on          , 2010, unless the Exchange Offer is extended by the Company. The time the Exchange Offer expires is referred to as the “Expiration Date.” Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OLD NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE HEREOF.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Old Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes on your account.

Please carefully review the enclosed material as you consider the Exchange Offer.

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INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
5.20% Senior Subordinated Notes Due 2019

The undersigned hereby acknowledges receipt of the Prospectus dated 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by L-3 Communications Corporation (the “Company”), and the subsidiaries of the Company named in Schedule I hereto (“the Guarantors” ) to exchange $7,000 in principal amount of the Company’s new 5.20% Series B Senior Notes due 2019 (the “Exchange Notes”), for each $7,000, and in integral multiples of $1,000 thereafter, in principal amount of outstanding 5.20% Senior Notes due 2019 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. Capitalized terms used buy not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$      of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o  To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$      of the Old Notes.

o  NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that (i) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (ii) the undersigned is not participating, does not intend to participate, and has no arrangement of understanding with any person to participate, in the distribution of Exchange Notes, (iii) the undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no-action letters (see the section of the Prospectus entitled “The Exchange Offer Resale of Exchange Notes”), (iv) the undersigned understands that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Commission, (v) the undersigned is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company, (vi) if the undersigned is not a broker-dealer, that it is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in, the distribution of Exchange Notes and (vii) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer, however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes.

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SIGN HERE

Name of Beneficial 

Owner(s):  Signature(s):

Name(s) (please print): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security 

Number: Date: 

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SCHEDULE I

Broadcast Sports Inc., a Delaware corporation

D.P. Associates Inc., a Virginia corporation

Electrodynamics, Inc., an Arizona corporation

International Resources Group Ltd., a Delaware corporation

Interstate Electronics Corporation, a California corporation

L-3 Chesapeake Sciences Corporation, a Maryland corporation

L-3 Communications Advanced Laser Systems Technology, Inc., a Florida corporation

L-3 Communications AIS GP Corporation, a Delaware corporation

L-3 Communications Applied Signal and Image Technology, Inc., a Maryland corporation

L-3 Communications Avionics Systems, Inc., a Delaware corporation

L-3 Communications Cincinnati Electronics Corporation, an Ohio corporation

L-3 Communications Cyterra Corporation, a Delaware corporation

L-3 Communications Dynamic Positioning and Control Systems, Inc., a California corporation

L-3 Communications Electron Technologies, Inc., a Delaware corporation

L-3 Communications EO/IR, Inc., a Florida corporation

L-3 Communications EOTech, Inc., a Delaware corporation

L-3 Communications ESSCO, Inc., a Delaware corporation

L-3 Communications Flight 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 InfraredVision Technology Corporation, a California corporation

L-3 Communications Integrated Systems L.P., a Delaware limited partnership

L-3 Communications Investments Inc., a Delaware corporation

L-3 Communications Klein Associates, Inc., a Delaware corporation

L-3 Communications MariPro, Inc., a California corporation

L-3 Communications Mobile-Vision, Inc., a New Jersey corporation

L-3 Communications Nova Engineering, Inc., an Ohio corporation

L-3 Communications Security and Detection Systems, Inc., a Delaware corporation

L-3 Communications Shared Services, LLC, a Delaware limited liability corporation

L-3 Communications Sonoma EO, Inc., a California corporation

L-3 Communications Vector International Aviation LLC, a Delaware limited liability company

L-3 Communications Vertex Aerospace, LLC, a Delaware limited liability company

L-3 Communications Westwood Corporation, a Nevada corporation

L-3 Fuzing and Ordnance Systems, Inc., a Delaware corporation

L-3 G.A. International, Inc., a Florida corporation

L-3 Global Communications Solutions, Inc., a Virginia corporation

L-3 Services, Inc., a Delaware corporation

L-3 Unmanned Systems, Inc., a Texas corporation

Lincom Wireless, Inc., a Delaware corporation

Microdyne Communications Technologies Incorporated, a Maryland corporation

Microdyne Corporation, a Maryland corporation

Microdyne Outsourcing Incorporated, a Maryland 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

Titan Facilities, Inc., a Virginia corporation

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