SUPPLEMENTAL INDENTURE TO BE
DELIVERED
BY GUARANTEEING
SUBSIDIARIES
Supplemental Indenture (this
“Supplemental Indenture”), dated as of February 14,
2008, among L-3 Communications Corporation (or its permitted
successor), a Delaware corporation (the “Company”),
each a direct or indirect subsidiary of the Company signatory
hereto (each, a “Guaranteeing Subsidiary”, and
collectively, the “Guaranteeing Subsidiaries”), and The
Bank of New York, as trustee under the indenture referred to below
(the “Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of December 22, 2003 providing
for the issuance of an unlimited amount of 6 1/8% Senior
Subordinated Notes due 2014 (the “Notes”);
WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiaries shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company’s Obligations
(as defined in the Indenture) under the Notes and the Indenture on
the terms and conditions set forth herein (the “Subsidiary
Guarantee”); and
WHEREAS, pursuant to Section 9.01 of
the Indenture, the Trustee is authorized to execute and deliver
this Supplemental Indenture.
NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
1. CAPITALIZED TERMS. Capitalized
terms used herein without definition shall have the meanings
assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each
Guaranteeing Subsidiary hereby agrees as follows:
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(a)
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Such Guaranteeing Subsidiary, jointly
and severally with all other current and future guarantors of the
Notes (collectively, the “Guarantors” and each, a
“Guarantor”), unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, regardless of the validity
and enforceability of the Indenture, the Notes or the Obligations
of the Company under the Indenture or the Notes, that:
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(i)
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the principal of, premium, interest
and Additional Interest, if any, on the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium,
interest and Additional Amounts, if any, on the Notes, to the
extent lawful, and all other Obligations of the Company to the
Holders or the Trustee thereunder or under the Indenture will be
promptly paid in full, all in accordance with the terms thereof;
and
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(ii)
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in case of any extension of time for
payment or renewal of any Notes or any of such other Obligations,
that the same will be promptly paid in full when due in accordance
with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.
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(b)
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Notwithstanding the foregoing, in the
event that this Subsidiary Guarantee would constitute or result in
a violation of any applicable fraudulent conveyance or similar law
of any relevant jurisdiction, the liability of such Guaranteeing
Subsidiary under this Supplemental Indenture and its Subsidiary
Guarantee shall be reduced to the maximum amount permissible under
such fraudulent conveyance or similar law.
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3. EXECUTION AND DELIVERY OF
SUBSIDIARY GUARANTEES.
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(a)
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To evidence its Subsidiary Guarantee
set forth in this Supplemental Indenture, such Guaranteeing
Subsidiary hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form of Exhibit F to the Indenture
shall be endorsed by an officer of such Guaranteeing Subsidiary on
each Note authenticated and delivered by the Trustee after the date
hereof.
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(b)
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Notwithstanding the foregoing, such
Guaranteeing Subsidiary hereby agrees that its Subsidiary Guarantee
set forth herein shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.
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(c)
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If an Officer whose signature is on
this Supplemental Indenture or on the Subsidiary Guarantee no
longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary
Guarantee shall be valid nevertheless.
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(d)
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The delivery of any Note by the
Trustee, after the authentication thereof under the Indenture,
shall constitute due delivery of the Subsidiary Guarantee set forth
in this Supplemental Indenture on behalf of each Guaranteeing
Subsidiary.
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(e)
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Each Guaranteeing Subsidiary hereby
agrees that its Obligations hereunder shall be unconditional,
regardless of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.
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(f)
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Each Guaranteeing Subsidiary hereby
waives diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants
that its Subsidiary Guarantee made pursuant to this Supplemental
Indenture will not be discharged except by complete performance of
the Obligations contained in the Notes and the
Indenture.
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(g)
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If any Holder or the Trustee is
required by any court or otherwise to return to the Company or any
Guaranteeing Subsidiary, or any custodian, Trustee, liquidator or
other similar official acting in relation to either the Company or
such Guaranteeing Subsidiary, any amount paid by either to the
Trustee or such Holder, the Subsidiary Guarantee made pursuant to
this Supplemental Indenture, to the extent theretofore discharged,
shall be reinstated in full force and effect.
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(h)
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Each Guaranteeing Subsidiary agrees
that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby.
Each Guaranteeing Subsidiary further agrees that, as between such
Guaranteeing Subsidiary, on the one hand, and the Holders and the
Trustee, on the other hand:
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(i)
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the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 of
the Indenture for the purposes of the Subsidiary Guarantee made
pursuant to this Supplemental Indenture, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in
respect of the Obligations guaranteed hereby; and
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(ii)
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in the event of any declaration of
acceleration of such Obligations as provided in Article 6 of the
Indenture, such Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guaranteeing Subsidiary
for the purpose of the Subsidiary Guarantee made pursuant to this
Supplemental Indenture.
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(i)
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Each Guaranteeing Subsidiary shall
have the right to seek contribution from any other non-paying
Guaranteeing Subsidiary so long as the exercise of such right does
not impair the rights of the Holders or the Trustee under the
Subsidiary Guarantee made pursuant to this Supplemental
Indenture.
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4. GUARANTEEING SUBSIDIARY MAY
CONSOLIDATE, ETC. ON CERTAIN TERMS.
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(a)
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Except as set forth in Articles 4 and
5 of the Indenture, nothing contained in the Indenture, this
Supplemental Indenture or in the Notes shall prevent any
consolidation or merger of any Guaranteeing Subsidiary with or into
the Company or any other Guarantor or shall prevent any transfer,
sale or conveyance of the property of any Guaranteeing Subsidiary
as an entirety or substantially as an entirety, to the Company or
any other Guarantor.
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(b)
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Except as set forth in Article 4 and 5
of the Indenture, nothing contained in the Indenture, this
Supplemental Indenture or in the Notes shall prevent any
consolidation or merger of any Guaranteeing Subsidiary
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with or into a corporation or
corporations other than the Company or any other Guarantor (in each
case, whether or not affiliated with the Guaranteeing Subsidiary),
or successive consolidations or mergers in which a Guaranteeing
Subsidiary or its successor or successors shall be a party or
parties, or shall prevent any sale or conveyance of the property of
any Guaranteeing Subsidiary as an entirety or substantially as an
entirety, to a corporation other than the Company or any other
Guarantor (in each case, whether or not affiliated with the
Guaranteeing Subsidiary) authorized to acquire and operate the
same; provided, however, that each Guaranteeing Subsidiary hereby
covenants and agrees that (i) subject to the Indenture, upon any
such consolidation, merger, sale or conveyance, the due and
punctual performance and observance of all of the covenants and
conditions of the Indenture and this Supplemental Indenture to be
performed by such Guaranteeing Subsidiaries, shall be expressly
assumed (in the event that such Guaranteeing Subsidiary is not the
surviving corporation in the merger), by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the
Trustee, by the corporation formed by such consolidation, or into
which such Guaranteeing Subsidiary shall have been merged, or by
the corporation which shall have acquired such property and (ii)
immediately after giving effect to such consolidation, merger, sale
or conveyance no Default or Event of Default exists.
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(c)
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In case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee made pursuant to this Supplemental Indenture
and the due and punctual performance of all of the covenants and
conditions of the Indenture and this Supplemental Indenture to be
performed by such Guaranteeing Subsidiary, such successor
corporation shall succeed to and be substituted for such
Guaranteeing Subsidiary with the same effect as if it had been
named herein as the Guaranteeing Subsidiary. Such successor
corporation thereupon may cause to be signed any or all of the
Subsidiary Guarantees to be endorsed upon the Notes issuable under
the Indenture which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees
so issued shall in all respects have the same legal rank and
benefit under the Indenture and this Supplemental Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture and this Supplemental
Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.
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5. RELEASES.
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(a)
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Concurrently with any sale of assets
(including, if applicable, all of the Capital Stock of a
Guaranteeing Subsidiary), all Liens, if any, in favor of the
Trustee in the assets sold thereby shall be released; provided that
in the event of an Asset Sale, the Net Proceeds from such sale or
other disposition are treated in accordance with the provisions of
Section 4.10 of the Indenture. If the assets sold in such sale or
other disposition
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include all or substantially all of
the assets of a Guaranteeing Subsidiary or all of the Capital Stock
of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in
the event of a sale or other disposition of all of the Capital
Stock of such Guaranteeing Subsidiary) or the Person acquiring the
property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guaranteeing Subsidiary)
shall be released from and relieved of its Obligations under this
Supplemental Indenture and its Subsidiary Guarantee made pursuant
hereto; provided that in the event of an Asset Sale, the Net
Proceeds from such sale or other disposition are treated in
accordance with the provisions of Section 4.10 of the Indenture.
Upon delivery by the Company to the Trustee of an Officers’
Certificate to the effect that such sale or other disposition was
made by the Company or the Guaranteeing Subsidiary, as the case may
be, in
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