Exhibit 10.68
SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"),
dated as of
January 14, 2005, 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").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and
delivered to the
Trustee an indenture (the "Indenture"), dated as of November 12,
2004 providing
for the issuance of an unlimited amount of 5 7/8% Senior
Subordinated Notes due
2015 (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:
(a) 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:
(i) 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
(ii) 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.
(b) 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.
3. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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
2
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.
(f) 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.
(g) 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.
(h) 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:
(i) 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
(ii) 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.
(i) 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
3
the Holders or the Trustee under the
Subsidiary
Guarantee made pursuant to this
Supplemental Indenture.
4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON
CERTAIN
TERMS.
(a) 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.
(b) 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 merg
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