SUPPLEMENTAL INDENTURE TO BE
DELIVERED
BY GUARANTEEING
SUBSIDIARIES
Supplemental Indenture (this
“Supplemental Indenture”), dated as of February 14,
2008, among L-3 Communications Holdings, Inc. (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 July 29, 2005 providing for
the issuance of up to $700,000,000 of 3.0% Convertible Contingent
Debt Securities (CODES) due 2035 (the
“CODES”);
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 CODES and the Indenture on
the terms and conditions set forth herein (the “Subsidiary
Guarantee”); and
WHEREAS, pursuant to the Indenture,
the parties hereto are authorized to execute and deliver this
Supplemental Indenture and the Trustee has determined that this
Supplemental Indenture is in form satisfactory to it.
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 CODES 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
CODES (collectively, the “Guarantors” and each, a
“Guarantor”), unconditionally guarantees to each Holder
of a CODE 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 CODES or the Obligations
of the Company under the Indenture or the CODES, that:
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(i)
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the principal of and interest
(including Contingent Interest and Additional Interest, if any) on
the CODES will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest (including Contingent
Interest and Additional Interest, if any) on the CODES, 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 CODES 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 A to the Indenture
shall be endorsed by an Officer of such Guaranteeing Subsidiary on
each CODE 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 CODE 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
CODE 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 CODE 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, to the extent
permitted by applicable law, be unconditional, regardless of the
validity, regularity or enforceability of the CODES or the
Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the CODES 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, to the
extent permitted by applicable law, 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
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Subsidiary Guarantee made pursuant to
this Supplemental Indenture will not be discharged except by
complete performance of the Obligations contained in the CODES 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 4 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;
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(ii)
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in the event of any declaration of
acceleration of such Obligations as provided in Article 4 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; and
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(iii)
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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 6 and
9 of the Indenture, nothing contained in the Indenture, this
Supplemental Indenture or in the CODES shall prevent (i) any
consolidation or merger of any Guaranteeing Subsidiary with or into
the Company or any other Guarantor, (ii) 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 or (iii) any merger of a Guarantor with or into
with an Affiliate of that Guarantor that has not significant assets
or liabilities and was incorporated solely for the purpose of
reincorporating such Guarantor in another State of the United
States so long as the amount of Indebtedness of the Company and the
domestic non-Guarantor subsidiaries is not increased
thereby.
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(b)
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Except as set forth in Article 9 of
the Indenture, nothing contained in the Indenture, this
Supplemental Indenture or in the CODES shall prevent any
consolidation or merger of any Guaranteeing Subsidiary with or into
any Person organized under the laws of the United States of
America, any state thereof, the District of Columbia or any
territory thereof 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 any Person organized under the
laws of the United States of America, any state thereof, the
District of Columbia or any territory thereof 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 any Person formed by such
consolidation, or into which such Guaranteeing Subsidiary shall
have been merged, or by any Person which shall have acquired such
property, (ii) immediately after giving effect to such
consolidation, merger, sale or conveyance no Default or Event of
Default exists and (iii) such transaction will only be permitted
under the Indenture if it would be permitted under the terms of all
of the indentures governing the Outstanding Senior Subordinated
Notes as the same are in effect on the date of the Indenture
(whether or not those indentures are subsequently amended, waived,
modified or terminated or expire and whether or not any of these
notes continue to be outstanding).
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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 Person
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 Person thereupon may
cause to be signed any or all of the Subsidiary Guarantees to be
endorsed upon the CODES 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
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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.
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. If the assets
sold in such sale or other disposition (including by way of merger
or consolidation) 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
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