-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OW5+Vkro+NyG6eRhHozJdEvHpT7uHGNGPGR/i12XBjjri1ZzOMt8clAPK49ZzCQN FgS801mFDeAPXvMeRIzcug== 0000950170-97-000198.txt : 19970222 0000950170-97-000198.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950170-97-000198 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970219 SROS: NASD GROUP MEMBERS: BRITISH AEROSPACE HOLDINGS, INC. GROUP MEMBERS: BRITISH AEROSPACE PUBLIC LTD CO ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REFLECTONE INC /FL/ CENTRAL INDEX KEY: 0000785037 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 060663546 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40531 FILM NUMBER: 97538915 BUSINESS ADDRESS: STREET 1: P.O. BOX 15000 CITY: TAMPA STATE: FL ZIP: 33684-5000 BUSINESS PHONE: 8138871451 MAIL ADDRESS: STREET 1: P.O. BOX 15000 CITY: TAMPA STATE: FL ZIP: 33684-5000 FORMER COMPANY: FORMER CONFORMED NAME: REFLECTONE MERGER SUBSIDIARY INC/FL DATE OF NAME CHANGE: 19880828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH AEROSPACE PUBLIC LTD CO ET AL CENTRAL INDEX KEY: 0000770653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15000 CONFERENCE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7032271510 MAIL ADDRESS: STREET 1: 15000 CONFERENCE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 20151 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* REFLECTONE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 758 657 100 - -------------------------------------------------------------------------------- (CUSIP Number) Harvey Goldman, Esq. Steel Hector & Davis LLP 200 South Biscayne Boulevard Suite 4000 Miami, Florida 33131 (305) 577-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 13, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). THIS DOCUMENT CONSISTS OF 32 PAGES. SCHEDULE 13D CUSIP NO. 758 657 100 Page 2 of 32 Pages ------------ 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON British Aerospace Public Limited Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION England NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 1,953,261 share of Common Stock REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH None 10 SHARED DISPOSITIVE POWER 1,953,261 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,953,261 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D 2 CUSIP NO. 758 657 100 Page 3 of 32 Pages ------------ 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON British Aerospace Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,953,261 shares of Common Stock BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH None REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,953,261 shares of Common Stock 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,953,261 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION 3 (AMENDMENT NO. 5) Item 1. SECURITY AND ISSUER. This Amendment No. 5 to Schedule 13D relates to the Common Stock, par value $.10 per share ("Common Stock"), of Reflectone, Inc. ("Reflectone" or the "Issuer"). The principal executive offices of Reflectone are located at 4908 Tampa West Boulevard, Tampa, Florida 33634- 2481. Item 2. IDENTITY AND BACKGROUND. This Amendment No. 5 to Schedule 13D is filed by British Aerospace Public Limited Company ("Parent"), an English corporation and British Aerospace Holdings, Inc. ("Holdings"), a Delaware corporation and wholly-owned subsidiary of Parent. The address of the principal business and principal office of Parent is Farnborough Aerospace Centre, Farnborough, Hants GU14 6YU, England. The address of the principal business and principal office of Holdings is 15000 Conference Center Drive, Chantilly, Virginia 20166. Parent and Holdings are sometimes collectively referred to herein as the "Reporting Persons." The Reporting Persons' primary business is aerospace and aviation. The names, citizenship, business addresses and principal occupations or employment of each of the executive officers and directors of Parent and Holdings are set forth in Schedule 1 annexed hereto, which is incorporated herein by reference. During the last five years, neither the Reporting Persons nor any of the persons listed in Schedule 1 annexed hereto have been convicted in a criminal proceeding. During the last five years, neither the Reporting Persons nor any of the persons listed in Schedule 1 hereto have been parties to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Parent acquired 100,000 shares of Common Stock on May 15, 1987 pursuant to the terms of the Stock Purchase Agreement dated as of May 15, 1987 between Parent and Reflectone (the "1987 Agreement") for an aggregate cost of $2,600,000. These shares were purchased with working capital. Holdings received these shares from Parent by way of a capital contribution for shares of Holdings as of May 23, 1988. Holdings acquired 500,000 shares of Common Stock and 50,000 shares (the "Preferred Shares") of 8% Cumulative Convertible Preferred Stock, par value $1.00 per share ("Preferred Stock"), on May 19, 1988 pursuant to the terms of a Stock Purchase Agreement dated 4 as of May 19, 1988 between Holdings and Reflectone (the "1988 Agreement") for an aggregate cost of $17,800,000. Parent made a capital contribution to Holdings from working capital to enable Holdings to acquire the 500,000 shares of Common Stock and the Preferred Shares. Holdings acquired an additional 500,000 shares of Common Stock pursuant to the terms of the Stock Purchase Agreement dated as of September 15, 1989 between Holdings and Reflectone (the "1989 Agreement") for an aggregate cost of $3,226,562.50. Parent made a capital contribution to Holdings from working capital to enable Holdings to acquire the additional 500,000 shares of Common Stock. In addition to the shares of Common Stock beneficially owned by the Reporting Persons and identified above, Parent and Holdings became the beneficial owners of an additional 275,000 shares of Common Stock of Reflectone in 1993, pursuant to a 25% stock dividend declared by Reflectone. No separate consideration was paid by Parent or Holdings for those additional 275,000 shares. Pursuant to the terms of the Agreement for Credit Availability dated August 7, 1995 between Reflectone and Parent (the "1995 Agreement"), Holdings was granted warrants (the "Warrants") to purchase 78,261 shares of Common Stock at any time prior to August 7, 2005, at an exercise price equal to the lesser of (i) $11.50 per share (the price of the Common Stock on the Nasdaq National Market on August 7, 1995, the date of the execution of the 1995 Agreement), or (ii) the per share market price of the Common Stock on the date(s) of the exercise of the Warrants. Item 4. PURPOSE OF TRANSACTION. The shares of Common Stock, the Preferred Shares and the Warrants to which this Amendment No. 5 to Schedule 13D relates were acquired by the Reporting Persons pursuant to the terms of the 1987 Agreement, the 1988 Agreement, the 1989 Agreement (and a subsequent stock dividend) and the 1995 Agreement. The Reporting Persons acquired the shares of Common Stock and the Preferred Shares to realize various benefits as a result of significant stock ownership in Reflectone by the Reporting Persons. Further, the acquisitions by the Reporting Persons constituted part of the Reporting Persons' strategy to capitalize on the Reporting Persons' simulation strengths through improved access to the civil and defense simulation markets. The Reporting Persons had at the time of the relevant acquisitions identified the simulation and training aids market as possessing strong future growth and the association with Reflectone was thought to permit capitalizing on the Reporting Persons' high technology and developed marketing expertise. On February 13, 1997, the Reporting Persons and Reflectone announced that the Reporting Persons and a committee of independent directors of Reflectone had initiated discussions to explore the possibility of an acquisition of the common equity interest in Reflectone not currently owned by the Reporting Persons. The Reporting Persons indicated in such discussions that they would consider such an acquisition at a price of $24.00 in cash per share of Reflectone Common Stock, subject to approval by a committee of independent directors of Reflectone and the full Board of Directors and the Shareholders (not including the Reporting Persons) of Reflectone. Both the Reporting Persons and Reflectone stated that it was not possible to predict at this time when or whether any transaction might be agreed, approved or effected or the price, terms and conditions of such a transaction. 5 Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Holdings beneficially owns, or is deemed to beneficially own, the following shares of Common Stock (which shares have been adjusted for all stock dividends and stock splits): (i) The 1,375,000 shares of Common Stock (the "Shares"); (ii) An additional 500,000 shares of Common Stock (the "Conversion Shares"), which Holdings can acquire upon conversion of the Preferred Shares currently beneficially owned by Holdings; and (iii) 78,261 shares of Common Stock (the "Warrant Shares"), which Holdings can acquire upon the exercise of the Warrants currently beneficially owned by Holdings. The Shares, the Preferred Shares and the Warrants could be deemed to be beneficially owned by Parent. If all the Preferred Shares held by Holdings were converted to Common Stock and all of the Warrants held by Holdings were exercised, Holdings would hold an aggregate of 1,953,261 shares of Common Stock (representing approximately 56.7% of the outstanding shares of Common Stock as of October 23, 1996, based on information provided in Reflectone's Quarterly Report on Form 10-Q filed on November 12, 1996, as amended). None of the persons listed in Schedule 1 annexed hereto beneficially own any shares of Common Stock. (b) Holdings has the sole power to vote and dispose of the Shares and, upon conversion and exercise, respectively, the Conversion Shares and the Warrant Shares. By virtue of its shareholding in Holdings, Parent may be deemed to have shared voting and dispositive powers as to the Shares and, upon conversion and exercise, respectively, the Conversion Shares and Warrant Shares owned by Holdings. (c) No transaction in the Common Stock has been effected by the Reporting Persons during the past sixty (60) days. (d) Not applicable. (e) Not applicable. 6 Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. The 1987 Agreement contains antidilution provisions and certain restrictions on the issuance of Reflectone stock designed to preserve the percentage equity interest of Parent in Reflectone. By letter dated February 29, 1988, Parent notified Reflectone that Parent was exercising its right under the 1987 Agreement not to consummate the transactions contemplated therein as a result of the failure to meet certain conditions to closing specified therein. In response to this action, Reflectone and Parent entered into further discussion with each other, which discussion resulted in the execution of the 1988 Agreement. The full text of the 1987 Agreement has been filed as Exhibit No. 2 to the Schedule 13D filed May 26, 1987. This summary is qualified in its entirety by reference to such Exhibit. The 1988 Agreement provides that, if requested by Holdings, Reflectone shall cause two members of its Board of Directors to resign and shall replace them with nominees of Holdings. Pursuant to Section 5.a.10 of the 1988 Agreement, the Board of Directors of Reflectone amended the By-Laws of Reflectone to provide that the Board of Directors of Reflectone shall not (1) consist of more than seven members unless otherwise required by law, or (2) issue or sell any shares of capital stock or securities convertible or exchangeable into any such shares of capital stock (the "Rights") unless 75% of all of the members of the Board of Directors shall vote to approve any such issuance. Further, pursuant to the terms of a Subscription Agreement entered into between Holdings and Reflectone, Reflectone agreed with Holdings that whenever Reflectone shall issue or sell any shares of capital stock or any Rights, Reflectone shall first grant to Holdings the right to purchase, at the issuance price, that percentage of the total number of shares of such capital stock and that amount of Rights which upon exchange and conversion will yield capital stock sufficient to preserve Holdings' equity interest in Reflectone at the time of such issuance. In order for Reflectone to maintain its security clearance for Department of Defense ("DOD") contracts following the acquisition of shares of capital stock by Holdings, it became necessary for Reflectone, Parent and Holdings to enter into a Special Security Agreement with DOD (the "SSA"). The SSA governs various security procedures relating to the access of the Reporting Persons and affiliates, which are foreign-owned, to confidential information concerning Reflectone's DOD programs. Among its provisions are requirements that Reflectone's Board be comprised of, in addition to the two designees of the Reporting Persons, two members who are officers of Reflectone, and three members who have no prior employment or contractual relationship with Reflectone or the Reporting Persons. On March 22, 1996, Reflectone's By-Laws were amended by the Board of Directors of Reflectone, in accordance with the required United States Defense Investigative Service approval as provided for under the SSA, to increase the number of directors of Reflectone from seven to a maximum of eight directors, of which three directors may be affiliated with the Reporting Persons. Section 6.c. of the 1988 Agreement required Reflectone to cause a resolution to be voted upon by its shareholders to adopt an amendment to its Amended and Restated Articles of Incorporation expressly electing not to be governed by Florida's affiliated transaction and control- share acquisition statute. As a condition to the 1988 Agreement, Reflectone, by unanimous vote of 7 its Board of Directors, amended its By-Laws to provide that Florida's control-share acquisition statute shall not apply to control-share acquisitions of shares of Common Stock by Holdings. As described in Item 3 above, Holdings acquired the Preferred Shares pursuant to the terms of the 1988 Agreement at an issue price of $176 per share of Preferred Stock. The Preferred Shares constitute all of the 50,000 shares of Preferred Stock authorized by Reflectone's Amended and Restated Articles of Incorporation. Each share of Preferred Stock has a liquidation preference of $176 plus accrued and unpaid dividends (the "liquidation preference"), accrues dividends at the rate of 8% on the liquidation preference, and is currently convertible into 10 shares of Common Stock. The full text of the 1988 Agreement has been filed as Exhibit No. 2 to Amendment No. 1 to the Schedule 13D filed June 3, 1988. This summary is qualified in its entirety by reference to such Exhibit. Section 7 of the 1989 Agreement provides that Reflectone will indemnify Holdings against damages resulting from any misrepresentations or breaches of warranty or covenants by Reflectone in the 1989 Agreement. Section 8 of the 1989 Agreement grants Holdings the right to demand the registration of the shares of Common Stock acquired by Holdings pursuant to the 1989 Agreement or to have such shares registered in connection with a registration being effected by Reflectone. The 1989 Agreement places no restrictions on Holdings' acquisition of additional shares of Common Stock. The full text of the 1989 Agreement has been filed as Exhibit No. 1 to Amendment No. 3 to the Schedule 13D filed November 20, 1989. This summary is qualified in its entirety by reference to such Exhibit. Pursuant to the terms of the 1995 Agreement, Parent agreed, subject to its continued ownership of a majority of Reflectone, to continue to provide or guarantee Reflectone's credit facilities at existing levels through July 21, 1996. As discussed in Item 3 above, Reflectone issued the Warrants to Holdings in connection with the 1995 Agreement. By means of a letter dated February 27, 1996, Parent represented to Reflectone that it intended to continue to provide or guarantee Reflectone's credit facilities, subject to certain conditions. Reflectone and Parent entered into an Agreement for Credit Availability dated as of November 20, 1996 (the "1996 Agreement") pursuant to which Parent agreed to continue to provide or guarantee Reflectone's credit facilities and to provide sufficient financing for certain major programs of Reflectone through August 7, 1997 as long as financing is not available to Reflectone without recourse to Parent and Parent continues to hold, or has the ability to hold through the exercise of the Preferred Shares and the Warrants, a majority ownership position in Reflectone. The 1996 Agreement contains certain covenants which, among other things, require: (i) Reflectone to be current with respect to the payment of dividends on the Preferred Stock prior to any draw under the Parent provided facilities, (ii) Reflectone to pay Parent a facility fee of one eighth of one percent of the maximum aggregate availability of the credit facilities provided or guaranteed by Parent, and (iii) Reflectone to pay Parent a guarantee fee of 3.5% per annum on amounts outstanding under Reflectone's $2.0 million revolving line of credit facility with Wachovia Bank of Georgia, N.A. The 1996 Agreement also requires that Reflectone obtain prior approval by Parent for all material capital investment expenditures, as such term is defined in the 1996 Agreement. 8 Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Stock Purchase Agreement dated as of May 15, 1987 between Reflectone and Parent (incorporated herein by reference to Exhibit 2 of Schedule 13D filed May 26, 1987). 2. Stock Purchase Agreement dated as of May 19, 1988 between Reflectone and Holdings (incorporated herein by reference to Exhibit 2 to Amendment No. 1 to Schedule 13D filed June 3, 1988). 3. Stock Purchase Agreement dated as of September 15, 1989 between Reflectone and Holdings (incorporated herein by reference to Exhibit 1 to Amendment No. 3 to Schedule 13D filed November 20, 1989). 4. Agreement for Credit Availability between Reflectone and Parent dated as of August 7, 1995. 5. Letter dated February 27, 1996 from Parent to Reflectone confirming that Parent intends to continue to provide or guarantee Reflectone's credit facilities. 6. Agreement for Credit Availability between Reflectone and Parent dated as of November 20, 1996. 7. Joint Filing Agreement between Parent and Holdings in relation to the filing of Amendment No. 5. 9 SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF BRITISH AEROSPACE PUBLIC LIMITED COMPANY Principal Occupation Name and Title Citizenship and Business Address - -------------- ----------- -------------------- Mr. Robert Bauman United States Corporate Director Chairman c/o British Aerospace plc 10 Alexander Square London, England SW3 2AY Mr. Robert Leonard Kirk United States Chairman Director British Aerospace Holdings, Inc 1101 Wilson Boulevard Suite 1200 Arlington, Virginia 22209 Sir Robin Adair Biggam United Kingdom Chairman Director Independent Television Commission 33 Foley Street London, England W1P 7LB Lord Hesketh United Kingdom Corporate Director (Thomas Alexander) 33 Cork Street, 5th Floor Director London, England W1X 1HB Mr. Keith Clark Brown United Kingdom Managing Director Director Morgan Stanley International 25 Cabor Square Canary Wharf London, England E14 4QA Sir Ronald Clause Hampel United Kingdom Chairman Director Imperial Chemical Industries plc I.C.I. Group Headquarters 9 Millbank London, England SW1P 3JF
10
Principal Occupation Name and Title Citizenship and Business Address - -------------- ----------- -------------------- Lord Hollick United Kingdom Chief Executive (Clive Richard) United News & Media plc Director Ludgate House 245 Blackfriars Road London, England SE1 9UY Mr. Richard Evans United Kingdom British Aerospace plc Executive Director and P.O. Box 87 Chief Executive Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England Mr. Michael Turner United Kingdom British Aerospace plc Executive Director and P.O. Box 87 Group Managing Director Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England Mr. Richard Lapthorne United Kingdom British Aerospace plc Executive Director and P.O. Box 87 Finance Director Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England Mr. John Weston United Kingdom British Aerospace plc Executive Director and P.O. Box 87 Group Managing Director Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England Stuart Carroll, Esq. United Kingdom British Aerospace plc Secretary P.O. Box 87 Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England Mr. David Brent United Kingdom British Aerospace plc Treasurer P.O. Box 87 Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England
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EXECUTIVE OFFICERS AND DIRECTORS OF BRITISH AEROSPACE HOLDINGS, INC. Principal Occupation Name and Title Citizenship and Business Address - -------------- ----------- -------------------- Mr. Robert Leonard Kirk United States British Aerospace Holdings, Inc. Chairman 1101 Wilson Boulevard, Suite 1200 Arlington, Virginia 22209 Mr. Richard Evans United Kingdom Director and Chief Executive Director British Aerospace plc P.O. Box 87 Farnborough Aerospace Centre Farnborough, Hants GU14 6YU England Mr. Samuel Higginbottom United States Chairman & CEO (Retired) Director Rolls Royce, Inc. One Alhambra Plaza, Suite 1115 Coral Gables, Florida 33134 Mr. Michael Raoul-Duval United States Investment Banker Director 17 Wilderness Gate Santa Fe, New Mexico 87501 Paul L. Harris United States British Aerospace Holdings, Inc. Senior Vice President 15000 Conference Center Drive and General Manager Chantilly, Virginia 20151 Charles E. Gaba United States British Aerospace Holdings, Inc. Vice President, General 15000 Conference Center Drive Counsel and Secretary Chantilly, Virginia 20151 Richard E. Wise United Kingdom British Aerospace Holdings, Inc. Vice President, 1101 Wilson Boulevard, Suite 1200 Government Programs Arlington Virginia 22209 David P. Loose United States British Aerospace Holdings, Inc. Treasurer 15000 Conference Center Drive Chantilly, Virginia 20151 Patricia L. Maskell United States British Aerospace Holdings, Inc. Assistant Secretary 15000 Conference Center Drive Chantilly, Virginia 20151
12 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 18, 1997 BRITISH AEROSPACE PUBLIC LIMITED COMPANY By: /s/ DAVID S. PARKES ----------------------------------- Name: David S. Parkes Title: Assistant Secretary Dated: February 18, 1997 BRITISH AEROSPACE HOLDINGS, INC. By: /s/ CHARLES E. GABA ----------------------------------- Name: Charles E. Gaba Title: Vice President, General Counsel and Secretary 13
INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE - ------ ------- ---- 4. Agreement for Credit Availability between Reflectone and Parent dated as of August 7, 1995. 15 5. Letter dated February 27, 1996 from Parent to Reflectone confirming that Parent intends to continue to provide or guarantee Reflectone's credit facilities. 23 6. Agreement for Credit Availability between Reflectone and Parent dated as of November 20, 1996. 24 7. Joint Filing Agreement between Parent and Holdings in relation to the filing of Amendment No. 5. 32
14 EX-4 2 Exhibit 4 to Amendment No. 5 AGREEMENT FOR CREDIT AVAILABILITY THIS AGREEMENT FOR CREDIT AVAILABILITY ("Agreement") is made and entered into as of the 7th day of August, 1995, by and between REFLECTONE, INC., a corporation organized and existing under the laws of the state of Florida ("Reflectone"), and BRITISH AEROSPACE PUBLIC LIMITED COMPANY, a public limited company organized and existing under the laws of England ("BAe"). WITNESSETH WHEREAS, BAe currently guarantees or provides certain of Reflectone's credit facilities; WHEREAS, the parties believe that it is in their best interests to set forth their mutual understandings with respect to BAe's continuing guarantee of these credit facilities. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound thereby, agree as follows: 1. CREDIT FACILITIES. (a) GUARANTEED FACILITIES. Reflectone and BAe hereby acknowledge that BAe currently guarantees an aggregate of U.S. $30,000,000 of credit facilities provided to Reflectone by third-party lenders, which facilities are more fully described in Exhibit A hereto (the "Guaranteed Facilities"). The Guaranteed Facilities provide Reflectone with access to an aggregate of U.S. $10,000,000 for working capital purposes and an aggregate of U.S. $20,000,000 for the provision of letters of credit, bonds and over-draft facilities. Subject to the terms and conditions set forth herein, BAe hereby agrees to continue to guarantee the Guaranteed Facilities throughout the term of this Agreement. (b) BAEF FACILITIES. In addition, Reflectone and BAe hereby acknowledge that BAe, through its subsidiary British Aerospace Finance, Inc. ("BAeF"), provides Reflectone with two Borrowing Facilities totaling U.S. $60,000,000 for working capital purposes (the "BAeF Facilities"). Subject to the terms and conditions set forth herein and in the related Borrowing Facility Agreements between Reflectone and BAeF, BAe hereby agrees to continue to provide the BAeF Facilities throughout the term of this Agreement. 2. FEES. (a) FACILITY FEE. As compensation for the provision of credit facilities described in Section 1 of this Agreement, Reflectone shall pay to BAe a quarterly fee (the "Facility Fee") equal to one eighth of one percent of the maximum amount of the Guaranteed and BAeF Facilities available during the relative quarter to be paid in the 15 manner set forth in Section 2(c) hereof. This fee will be adjusted prorata for early termination. (b) GUARANTY FEE. As compensation for the guaranty of the US $10,000,000 Working Capital Facility described in Exhibit A of this Agreement, Reflectone shall pay in the manner set forth in Section 2(c) hereof, to BAe a guarantee fee (the "Guaranty Fee") based on the drawings made under the Guaranteed Facility equal to 3.5 percent per annum, less the margin charged by Wachovia Bank of Georgia, N.A. as more fully described in the Agreement establishing the Working Capital Facility. The Guaranty Fee due in respect of drawings under the Working Capital Facility shall accrue from day to day commencing on the date of each drawing and shall be computed on the basis of the actual days elapsed using a 360-day year. (c) PAYMENT. The Credit Availability Fee and Guaranty Fee shall each be paid by Reflectone to BAe quarterly in arrears, payable on March 31, June 30, September 30, and December 31 of each year during the term of this Agreement. 3. CREDIT AVAILABILITY SHARE OPTIONS. PROVISION OF COMMON SHARE WARRANTS. As compensation for the provision of the Facilities (drawn and undrawn) described in Section of this Agreement, Reflectone shall issue to BAE within 30 days of the date of this Agreement, Common Share options granting BAe the right to purchase common stock of Reflectone at the lower of the current market value at 1700 GTM on the day the option is exercised or at the current market value at 1700 GMT on the date of this Agreement. The number of Common Share options to be issued will be determined by taking l per cent of the total amount of the Facilities (i.e., $90,000,000) and dividing this by the current market value of Reflectone's Common Stock at 1700 GMT on the date of this Agreement. BAe may exercise the options at any time and from time to time provided, however, that the options shall expire ten years from the day the option is issued. 4. FINANCIAL REPORTING MATTERS. (a) MONTHLY REPORTING. During the term of this Agreement, Reflectone shall submit to BAe or British Aerospace Holdings, Inc. ("BAeI") its monthly financial reports ("Monthly Report") in accordance with the timetables and formats specified by BAE from time to time. (b) ANNUAL BUDGET AND BUSINESS (5-YEAR STRATEGIC) PLAN. During the term of this Agreement, on or before the due dates specified by BAe, Reflectone shall submit to BAe or BAeI its annual budget ("Annual Budget") and business (5-year Strategic) Plan ("Business Plan"). Each Annual Budget and Business Plan shall be prepared in accordance with the format and timetable specified by BAe from time to time. In addition, Reflectone shall supply annual supplementary management information in a format and timetable specified by BAe from time to time. 16 (c) ANNUAL AUDITED REPORTING PACKAGE. During the term of this Agreement Reflectone shall submit to BAe or BAeI an audited reporting package for the previous fiscal year, in a format and timetable specified by BAe from time to time. 4. CAPITAL EXPENDITURE REVIEW. During the term of this Agreement Reflectone shall provide for prior review and approval by BAe or BAeI all capital investment expenditure in excess of sterling (pound)50,000, where such expenditure has been reflected in Reflectone's annual budget. If such capital investment has not been reflected in Reflectone's annual budget and is not wholly substitutional, prior review by BAe or BAeI is required for amounts above sterling (pound)10,000. All acquisitions and disposals of businesses, including joint ventures, shall require prior review by BAe or BAeI. Reflectone undertakes not to proceed with any such investment without prior approval from BAe or BAeI. All investment reviews submitted to BAe or BAeI must comply with the form, content and timetable as specified by BAe from time to time. 5. OTHER CONTRACTUAL AGREEMENTS. During the term of this Agreement Reflectone shall not knowingly or willfully take any action, or omit to take any action, or enter into any agreement which would cause BAe to be in violation of any law, regulation or any financial or contractual covenants provided by BAe in any agreement to which it is a party or which would otherwise place BAe in default of any such agreement. 6. TERM. This Agreement shall expire on August 7, 1997 provided, however, that this Agreement may be terminated by either party hereto upon thirty (30) days' written notice in the event that: (a) BAe shall at any time cease to have the ability to hold through the exercise of conversion rights and warrants, a majority interest in Reflectone, or (b) credit facilities in the amounts set forth in Section 1 hereof shall become obtainable by Reflectone on terms substantially the same as the Facilities through third parties, without the requirement that BAe guarantee or otherwise become obligated for such other facilities. 7. REPRESENTATION AND WARRANTIES. Reflectone represents and warrants as follows as of the date hereof and as of the date of each utilization of the Facilities. 8.1 EXISTENCE. It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. 17 8.2 AUTHORITY. It has full corporate power and authority to execute and deliver this Agreement and to perform and observe the provisions thereof, all of which have been duly authorized by all necessary corporate action. By executing and delivering this Agreement and by performing and observing the provisions thereof, it will not (a) violate any existing provisions of its Certificate of Incorporation or By-laws or violate or otherwise become in default under any contract, law, order, regulation, or other obligation binding upon it, or (b) cause the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever, upon any of its property, except as provided herein. This Agreement has been duly authorized, and executed and is valid, enforceable, and legally binding upon it, except as such enforcement may be limited by bankruptcy, insolvency, and other laws of general application affecting the rights and remedies of creditors and by equitable principles which may render certain remedies unavailable. It has all requisite corporate power and authority to own its properties and to carry on its business as now or proposed to be conducted. 8.3 CONSENTS OR APPROVALS. No consent, approval, or authorization of, or filing, registration, or qualification with, any governmental authority or any other Person is required to be obtained by it in connection with the execution, delivery, performance, or enforceability of this Agreement. 8. MISCELLANEOUS. (a) NOTICES. Any notices or other communications required or permitted hereunder shall be given in writing and shall be delivered or sent by certified or registered mail, postage prepaid, addressed as follows: If to Reflectone, to: Reflectone, Inc. 4908 Tampa West Boulevard P.O. Box 15000 Tampa, Florida 33684 Attn: Vice President Finance If to BAe, to: c/o British Aerospace Holdings, Inc. Washington Technology Park 15000 Conference Center Drive, Suite 200 Chantilly, Virginia 20151-3819 Attn: Sr. Vice President and General Manager or to such other address as shall be furnished in writing by such party, and any such notice or communication shall be effective and be deemed to have been given as of two (2) days following the date so mailed; provided that any notice or communication changing any of the addresses set forth above shall be effective and deemed given only upon its receipt. 18 (b) ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. (c) ENTIRE AGREEMENT. This Agreement, including the exhibits and other documents referred to herein which form a part hereof, contains the entire understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto. There are no restrictions, agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein or therein. (d) MODIFICATIONS AND AMENDMENTS. No change, modification or termination of any terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all parties hereto, their successor and assigns. (e) COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same Agreement and each of which shall be deemed an original. (f) GOVERNING LAW. This Agreement shall be governed by the laws of the Commonwealth of Virginia, United States of America (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to, matters of validity, construction, effect, and performance. (g) HEADINGS AND CAPTIONS. The titles or captions of sections and subsections contained in this Agreement are provided for convenience of reference only, and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and, therefore, such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms, provisions, representations, warranties, conditions, etc., in any manner or way whatsoever. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement individually or by its duly authorized officers, as of the day and year first above-written. WITNESSES: REFLECTONE, INC. By: /s/ R. W. WELSHHANS - --------------------------- ------------------------------- Name: R. W. WELSHHANS - --------------------------- ----------------------------- Title: Vice President and Chief Financial Officer ---------------------------- "Reflectone" 19 BRITISH AEROSPACE PUBLIC LIMITED COMPANY By: /S/ DAVID P. LOOSE - -------------------------- --------------------------- Name: DAVID P. LOOSE - -------------------------- ------------------------- Title: ATTORNEY-IN-FACT ------------------------- "Bae" 20 EXHIBIT A Reflectone Credit Facilities Provided or Guaranteed by BAe /bullet/ a Working Capital Facility consisting of $10 million Revolving Line of Credit Agreement between Wachovia Bank of Georgia, N.A., BAe and Reflectone to be used for working capital purposes; /bullet/ a $20 million Letter of Credit Agreement with Lloyds Bank PLC; 21 EXHIBIT B Description of British Aerospace Finance Facility /bullet/ a $20 million Borrowing Facility Agreement with BAeF for working capital purposes /bullet/ a $40 million Borrowing Facility Agreement with BAeF to provide working capital in respect to Reflectone's C130-J contract with Lockheed Aeronautics Corporation. 22 EX-5 3 Exhibit 5 to Amendment No. 5 February 27, 1996 Mr. R. W. Welshhans Chief Financial Officer Reflectone, Inc. 4908 Tampa West Boulevard Tampa, FL 33634 Dear Richard: In connection with your preparation of the consolidated financial statements of Reflectone, Inc. and subsidiaries (the "Company") for the purpose of preparing the consolidated financial statements which present fairly the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles, and further for the purpose of making disclosures in documents required to be filed with the Securities and Exchange Commission (the "SEC"), which are considered necessary by the SEC for a fair and accurate presentation; I confirm that it is the intention of British Aerospace Plc. ("BAe") to continue to renew annually the corporate guarantee for the $10 million Wachovia credit facility for so long as financing without recourse to BAe is not available to the Company and BAe continues to hold, or has the ability to hold, through the exercise of conversion rights and warrants, a majority ownership position in the Company. It is also our intention to continue to renew annually the $20 million British Aerospace Finance Inc. financing facility and to continue annually to renew the guarantee of the $20 million Letter of Credit facility with Lloyds Bank Plc. for so long as BAe continues to hold, or has the ability to hold through the exercise of conversion rights and warrants, a majority interest in the Company and other more attractive financing alternatives are not available to the Company. I also confirm that it is the intention of BAe to provide the Company annual debt financing for the C-130J programme with Lockheed Aeronautical Systems Company ("LASC") for as long as BAe continues to hold, or has the ability to hold, through the exercise of conversion rights and warrants, a majority ownership position in the Company and until payment is received from LASC, currently scheduled for the fourth quarter of 1997. Yours sincerely, /s/ J. PULSFORD - ---------------------------- J. M. Pulsford Treasurer- Corporate Finance 23 EX-6 4 Exhibit 6 to Amendment No. 5 AGREEMENT FOR CREDIT AVAILABILITY THIS AGREEMENT FOR CREDIT AVAILABILITY ("Agreement") is made and entered into as of the 20th day of November, 1996, by and between REFLECTONE, INC., a corporation organized and existing under the laws of the state of Florida ("Reflectone"), and BRITISH AEROSPACE PUBLIC LIMITED COMPANY, a public limited company organized and existing under the laws of England ("BAe"). WITNESSETH WHEREAS, BAe currently guarantees or provides certain of Reflectone's credit facilities; WHEREAS, the parties believe that it is in their best interests to set forth their mutual understandings with respect to BAe's continuing guarantee of these credit facilities. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound thereby, agree as follows: 1. CREDIT FACILITIES. (a) GUARANTEED FACILITIES. Reflectone and BAe hereby acknowledge that BAe currently guarantees an aggregate of U.S. $37,000,000 of credit facilities provided to Reflectone by third-party lenders, which facilities are more fully described in Exhibit A hereto (the "Guaranteed Facilities"). The Guaranteed Facilities provide Reflectone with access to an aggregate of U.S. $2,000,000 for working capital purposes and an aggregate of U.S. $35,000,000 for the provision of letters of credit, bonds and over-draft facilities. Subject to the terms and conditions set forth herein, BAe hereby agrees to continue to guarantee the Guaranteed Facilities throughout the term of this Agreement. (b) BAEF FACILITIES. In addition, Reflectone and BAe hereby acknowledge that BAe, through its subsidiary British Aerospace Finance, Inc. ("BAeF"), provides Reflectone with two Borrowing Facilities totaling U.S. $50,000,000 for working capital purposes (the "BAeF Facilities"). Subject to the terms and conditions set forth herein and in the related Borrowing Facility Agreements between Reflectone and BAeF, BAe hereby agrees to continue to provide the BAeF Facilities throughout the term of this Agreement. 2. FEES. (a) FACILITY FEE. As compensation for the provision of credit facilities described in Section 1 of this Agreement, Reflectone shall pay to BAe a quarterly fee 24 (the "Facility Fee") equal to one eighth of one percent of the maximum amount of the Guaranteed and BAeF Facilities available during the relative quarter to be paid in the manner set forth in Section 2(c) hereof. This fee will be adjusted prorata for early termination. (b) GUARANTY FEE. As compensation for the guaranty of the US $2,000,000 Working Capital Facility described in Exhibit A of this Agreement, Reflectone shall pay in the manner set forth in Section 2(c) hereof, to BAe a guarantee fee (the "Guaranty Fee") based on the drawings made under the Guaranteed Facility equal to 3.5 percent per annum, less the margin charged by Wachovia Bank of Georgia, N.A. as more fully described in the Agreement establishing the Working Capital Facility. The Guaranty Fee due in respect of drawings under the Working Capital Facility shall accrue from day to day commencing on the date of each drawing and shall be computed on the basis of the actual days elapsed using a 360-day year. (c) PAYMENT. The Credit Availability Fee and Guaranty Fee shall each be paid by Reflectone to BAe quarterly in arrears, payable on March 31, June 30, September 30, and December 31 of each year during the term of this Agreement. 3. FINANCIAL REPORTING MATTERS. (a) MONTHLY REPORTING. During the term of this Agreement, Reflectone shall submit to BAe or British Aerospace Holdings, Inc. ("BAeI") its monthly financial reports ("Monthly Report") in accordance with the timetables and formats specified by BAe from time to time. (b) ANNUAL BUDGET AND BUSINESS (5-YEAR STRATEGIC) PLAN. During the term of this Agreement, on or before the due dates specified by BAe, Reflectone shall submit to BAe or BAeI its annual budget ("Annual Budget") and business (5-year Strategic) Plan ("Business Plan"). Each Annual Budget and Business Plan shall be prepared in accordance with the format and timetable specified by BAe from time to time. In addition, Reflectone shall supply annual supplementary management information in a format and timetable specified by BAe from time to time. (c) ANNUAL AUDITED REPORTING PACKAGE. During the term of this Agreement Reflectone shall submit to BAe or BAeI an audited reporting package for the previous fiscal year, in a format and timetable specified by BAe from time to time. 4. CAPITAL EXPENDITURE REVIEW. During the term of this Agreement Reflectone shall provide for prior review and approval by BAe or BAeI all capital investment expenditure in excess of sterling (pound)50,000, where such expenditure has been reflected in Reflectone's annual budget. If such capital investment has not been reflected in Reflectone's annual budget and is not wholly substitutional, prior review by BAe or BAeI is required for amounts above sterling (pound)10,000. All acquisitions and disposals of businesses, including joint ventures, shall require prior review by BAe or BAeI. Reflectone undertakes not to proceed 25 with any such investment without prior approval from BAe or BAeI. All investment reviews submitted to BAe or BAeI must comply with the form, content and timetable as specified by BAe from time to time. 5. OTHER CONTRACTUAL AGREEMENTS. During the term of this Agreement Reflectone shall not knowingly or willfully take any action, or omit to take any action, or enter into any agreement which would cause BAe to be in violation of any law, regulation or any financial or contractual covenants provided by BAe in any agreement to which it is a party or which would otherwise place BAe in default of any such agreement. 6. TERM. This Agreement shall expire on August 7, 1997 provided, however, that this Agreement may be terminated by either party hereto upon thirty (30) days' written notice in the event that: (a) BAe shall at any time cease to have the ability to hold through the exercise of conversion rights and warrants, a majority interest in Reflectone, or (b) credit facilities in the amounts set forth in Section 1 hereof shall become obtainable by Reflectone on terms substantially the same as the Facilities through third parties, without the requirement that BAe guarantee or otherwise become obligated for such other facilities. 7. REPRESENTATION AND WARRANTIES. Reflectone represents and warrants as follows as of the date hereof and as of the date of each utilization of the Facilities. 8.1 EXISTENCE. It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. 8.2 AUTHORITY. It has full corporate power and authority to execute and deliver this Agreement and to perform and observe the provisions thereof, all of which have been duly authorized by all necessary corporate action. By executing and delivering this Agreement and by performing and observing the provisions thereof, it will not (a) violate any existing provisions of its Certificate of Incorporation or Bylaws or violate or otherwise become in default under any contract, law, order, regulation, or other obligation binding upon it, or (b) cause the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever, upon any of its property, except as provided herein. This Agreement has been duly authorized, and executed and is valid, enforceable, and legally binding upon it, except as such enforcement may be limited by bankruptcy, insolvency, and other laws of general application affecting the rights and remedies of creditors and by equitable principles which may render certain remedies unavailable. It has all requisite corporate power 26 and authority to own its properties and to carry on its business as now or proposed to be conducted. 8.3 CONSENTS OR APPROVALS. No consent, approval, or authorization of, or filing, registration, or qualification with, any governmental authority or any other Person is required to be obtained by it in connection with the execution, delivery, performance, or enforceability of this Agreement. 8. MISCELLANEOUS. (a) NOTICES. Any notices or other communications required or permitted hereunder shall be given in writing and shall be delivered or sent by certified or registered mail, postage prepaid, addressed as follows: If to Reflectone, to: Reflectone, Inc. 4908 Tampa West Boulevard P.O. Box 15000 Tampa, Florida 33684 Attn: Vice President Finance If to BAe, to: c/o British Aerospace Holdings, Inc. Washington Technology Park 15000 Conference Center Drive, Suite 200 Chantilly, Virginia 20151-3819 Attn: Sr. Vice President and General Manager or to such other address as shall be furnished in writing by such party, and any such notice or communication shall be effective and be deemed to have been given as of two (2) days following the date so mailed; provided that any notice or communication changing any of the addresses set forth above shall be effective and deemed given only upon its receipt. (b) ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. (c) ENTIRE AGREEMENT. This Agreement, including the exhibits and other documents referred to herein which form a part hereof, contains the entire understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto. There are 27 no restrictions, agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein or therein. (d) MODIFICATIONS AND AMENDMENTS. No change, modification or termination of any terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all parties hereto, their successor and assigns. (e) COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same Agreement and each of which shall be deemed an original. (f) GOVERNING LAW. This Agreement shall be governed by the laws of the Commonwealth of Virginia, United States of America (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to, matters of validity, construction, effect, and performance. (g) HEADINGS AND CAPTIONS. The titles or captions of sections and subsections contained in this Agreement are provided for convenience of reference only, and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and, therefore, such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms, provisions, representations, warranties, conditions, etc., in any manner or way whatsoever. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement individually or by its duly authorized officers, as of the day and year first above-written. WITNESSES: REFLECTONE, INC. By: /s/ R. W. WELSHHANS - --------------------- -------------------------- Name: R. W. WELSHHANS - --------------------- ------------------------ Title: VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ------------------------------------------ "Reflectone" 28 BRITISH AEROSPACE PUBLIC LIMITED COMPANY By: /s/ DAVID P. LOOSE - ----------------------- -------------------------- Name: DAVID P. LOOSE - ----------------------- ------------------------ Title: TREASURER - OPERATIONS ----------------------- "Bae" 29 EXHIBIT A Reflectone Credit Facilities Provided or Guaranteed by BAe /bullet/ a Working Capital Facility consisting of $2 million Revolving Line of Credit Agreement between Wachovia Bank of Georgia, N.A., BAe and Reflectone to be used for working capital purposes; /bullet/ a $35 million Letter of Credit Agreement with Lloyds Bank PLC; 30 EXHIBIT B Description of British Aerospace Finance Facility bullet/ a $10 million Borrowing Facility Agreement with BAeF for working capital purposes bullet/ a $40 million Borrowing Facility Agreement with BAeF to provide working capital in respect to Reflectone's C130-J contract with Lockheed Aeronautics Corporation. 31 EX-7 5 Exhibit 7 to Amendment No. 5 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of Amendment No. 5 to the Schedule 13D to which this Agreement is an Exhibit, and agree that this Agreement to be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 18th day of February, 1997. BRITISH AEROSPACE PUBLIC LIMITED COMPANY By: /s/ DAVID S. PARKES ---------------------------------- Name: David S. Parkes Title: Assistant Secretary BRITISH AEROSPACE HOLDINGS, INC. By: /s/ CHARLES E. GABA ---------------------------------- Name: Charles E. Gaba Title: Vice President, General Counsel and Secretary 32 -----END PRIVACY-ENHANCED MESSAGE-----