exv4w12






SUPPLEMENTAL INDENTURE TO BE DELIVERED

BY GUARANTEEING SUBSIDIARIES




     Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, 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 Mellon
(formerly known as 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 July 29, 2005 providing for the issuance of an unlimited amount of 6 3/8%
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
Interest, 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)	 	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 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




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	 	 	 	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 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 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




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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.
	 
	 	(c)	 	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.





     5. RELEASES.




	 	(a)	 	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 (it
being understood that only such portion of the Net




4









 






	 	 	 	Proceeds as is required to be applied on or before the date of such
sale or other disposition in accordance with the terms of the
Indenture needs to be applied in accordance therewith at such time).
If the assets sold in such sale or other disposition 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 (it being understood that only such portion of the Net
Proceeds as is required to be applied on or before the date of such
sale or other disposition in accordance with the terms of the
Indenture needs to be applied in accordance therewith at such time).
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 accordance with the provisions of the Indenture and this
Supplemental Indenture, including without limitation, Section 4.10 of
the Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guaranteeing
Subsidiary from its Obligations under this Supplemental Indenture and
its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing
Subsidiary is not released from its obligations under its Subsidiary
Guarantee, it shall remain liable for the full amount of principal of
and interest on the Notes and for the other obligations of such
Guaranteeing Subsidiary under the Indenture as provided in this
Supplemental Indenture.






	 	(b)	 	Upon the designation of a Guaranteeing
Subsidiary as an Unrestricted Subsidiary in accordance with the terms
of the Indenture or upon the release of a Guarantor from its Guarantees
of, and all pledges and security interests granted in connection with,
all other Indebtedness of the Company or any of their Restricted
Subsidiaries, such Guaranteeing Subsidiary shall be released and
relieved of its Obligations under its Subsidiary Guarantee and this
Supplemental Indenture. Upon delivery by the Company to the Trustee of
an Officers’ Certificate and an Opinion of Counsel to the effect that
such designation of such Guaranteeing Subsidiary as an Unrestricted
Subsidiary was made by the Company in accordance with the provisions of
the Indenture, including without limitation Section 4.07 of the
Indenture, the Trustee shall execute any documents reasonably required
in order to evidence the release of such Guaranteeing Subsidiary from
its Obligations under its Subsidiary Guarantee. Any Guaranteeing
Subsidiary not released from its Obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other Obligations of any Guaranteeing
Subsidiary under the Indenture as provided herein.




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	 	(c)	 	Each Guaranteeing Subsidiary shall be released
and relieved of its obligations under this Supplemental Indenture in
accordance with, and subject to, Section 4.18 of the Indenture.





          6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any
liability for any Obligations of the Company or any Guaranteeing Subsidiary under the Notes, any
Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such Obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.




          7. SUBORDINATION OF SUBSIDIARY GUARANTEES. The Guarantee of each Guarantor shall be
subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner
and to the same extent that the Notes are subordinated to Senior Debt), which shall include all
guarantees of Senior Debt




          8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.




          9. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.




          10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.




          11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries
and the Company.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.




	 	 	 	 	 	 	 
	Dated: October 1, 2009	L-3 COMMUNICATIONS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Steven M. Post
	 	 
	 

	 	 	 	Title: Senior Vice President, General Counsel and
Corporate Secretary	 	 






 









 





Dated: October 1, 2009




Broadcast Sports Inc., a Delaware corporation

D.P. Associates, Inc., a Virginia corporation

Electrodynamics, Inc., an Arizona corporation

Henschel Inc., a Delaware corporation

International Resources Group Ltd., a Delaware corporation

Interstate Electronics Corporation, a California corporation

LinCom Wireless, Inc., a Delaware corporation

L-3 Chesapeake Sciences Corporation, a Maryland corporation

L-3 Communications Advanced Laser Systems Technology, Inc., a Florida corporation

L-3 Communications AIS GP Corporation, a Delaware corporation

L-3 Communications Applied Signal and Image Technology, Inc., a Maryland corporation

L-3 Communications Avionics Systems, Inc., a Delaware corporation

L-3 Communications Cincinnati Electronics, Inc., an Ohio corporation

L-3 Communications Crestview Aerospace Corporation, a Delaware corporation

L-3 Communications CyTerra Corporation, a Delaware corporation

L-3 Communications Dynamic Positioning and Control Systems, Inc., a California corporation

L-3 Communications Electron Technologies, Inc., a Delaware corporation

L-3 Communications EO/IR, Inc., a Florida corporation

L-3 Communications EOTech, Inc., a Delaware corporation

L-3 Communications ESSCO, Inc., a Delaware corporation

L-3 Communications Foreign Holdings, Inc., a Delaware corporation

L-3 Communications Geneva Aerospace, Inc., a Texas corporation

L-3 Communications InfraredVision Technology Corporation, a California corporation

L-3 Communications Investments Inc., a Delaware corporation

L-3 Communications Klein Associates, Inc., a Delaware corporation

L-3 Communications MariPro, Inc., a California corporation

L-3 Communications Mobile-Vision, Inc., a New Jersey corporation

L-3 Communications Nautronix Holdings, Inc., a Delaware corporation

L-3 Communications Nova Engineering, Inc., an Ohio corporation

L-3 Communications SafeView, Inc., a Delaware corporation

L-3 Communications Security and Detection Systems, Inc., a Delaware corporation

L-3 Communications Sonoma EO, Inc., a California corporation

L-3 Communications TCS, Inc., a Georgia corporation

L-3 Communications Westwood Corporation, a Nevada corporation

L-3 Fuzing and Ordnance Systems, Inc., a Delaware corporation

L-3 G.A. International, Inc., a Florida corporation

L-3 Global Communications Solutions, Inc., a Virginia corporation

L-3 Services, Inc., a Delaware corporation

Microdyne Communications Technologies Incorporated, a Maryland corporation

Microdyne Corporation, a Maryland corporation

Microdyne Outsourcing Incorporated, a Maryland corporation

Pac Ord Inc., a Delaware corporation

Power Paragon, Inc., a Delaware corporation

SPD Electrical Systems, Inc., a Delaware corporation

SPD Switchgear Inc., a Delaware corporation

Titan Facilities, Inc., a Virginia corporation

Troll Technology Corporation, a California corporation

Wescam Air Ops Inc., a Delaware corporation

Wescam Holdings (US) Inc., a Delaware corporation




 









 





	 	 	 	 	 	 	 
	 	 	As Guaranteeing Subsidiaries	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Steven M. Post 


Title:   Senior Vice President and Secretary
	 	 






L-3 Communications Integrated Systems L.P., a Delaware limited partnership




	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS AIS GP CORPORATION, 
as General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President and Secretary	 	 
	


L-3 Communications Flight Capital LLC, a Delaware limited liability company

L-3 Communications Flight International Aviation LLC, a Delaware limited liability company

L-3 Communications Vector International Aviation LLC, a Delaware limited liability company


	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS VERTEX AEROSPACE 

LLC, as Sole
Member	 	 
	 
	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS INTEGRATED SYSTEMS 

L.P., as Sole
Member	 	 
	 
	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS AIS GP CORPORATION,
 as General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President and Secretary	 	 
	


L-3 Communications Vertex Aerospace LLC, a Delaware limited liability company



	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS INTEGRATED SYSTEMS 
L.P., as Sole
Member	 	 
	 
	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS AIS GP CORPORATION, 

as General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President and Secretary	 	 






 









 





L-3 Communications Germany Holdings, LLC, a Delaware limited liability company




	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS CORPORATION, as Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:


Senior Vice President, General Counsel and 


Corporate Secretary	 	 






L-3 Communications Shared Services, LLC, a Delaware limited liability company




	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS CORPORATION, as Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:


Senior Vice President, General Counsel and 


Corporate Secretary	 	 






 









 






	 	 	 	 	 	 	 
	Dated: October 1, 2009	 	THE BANK OF NEW YORK MELLON,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






 









 





NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE




          Pursuant to the Supplemental Indenture (the “Supplemental Indenture”) dated as of October 1,
2009 among L-3 Communications Corporation, a Delaware corporation, the Guarantors party thereto
(each a “Guarantor” and collectively the “Guarantors”) and The Bank of New York Mellon (formerly
known as The Bank of New York), as trustee (the “Trustee”), each Guarantor (i) has jointly and
severally unconditionally guaranteed (a) the due and punctual payment of the principal of, and
premium, interest and Additional Interest on the Notes, whether at maturity or an interest payment
date, by acceleration, call for redemption or otherwise, (b) the due and punctual payment of
interest on the overdue principal and premium of, and interest and Additional Interest on the
Notes, and (c) in case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, 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 and (ii) has
agreed to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the
Trustee or any Holder in enforcing any rights under the Subsidiary Guarantee (as defined in the
Supplemental Indenture).




          Notwithstanding the foregoing, the Subsidiary Guarantee of each Guarantor shall be
subordinated to the prior payment in full of all Senior Debt (as defined in the Indenture) of that
Guarantor (in the same manner and to the same extent that the Notes are subordinated to the Senior
Debt), which shall include all guarantees of Senior Debt.




          Notwithstanding the foregoing, in the event that the Subsidiary Guarantee of any Guarantor
would constitute or result in a violation of any applicable fraudulent conveyance or similar law of
any relevant jurisdiction, the liability of such Guarantor under its Subsidiary Guarantee shall be
reduced to the maximum amount permissible under such fraudulent conveyance or similar law.




          No past, present or future director, officer, employee, agent, incorporator, stockholder or
agent of any Guarantor, as such, shall have any liability for any Obligations of the Company or any
Guarantor under the Notes, any Subsidiary Guarantee, the Indenture, any supplemental indenture
delivered pursuant to the Indenture by such Guarantor, or for any claim based on, in respect of or
by reason of such Obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability.




          The Subsidiary Guarantee shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof.




          The Subsidiary Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which the Subsidiary Guarantee is noted has been
executed by the Trustee under the Indenture by the manual signature of one of its authorized
officers. Capitalized terms used herein have the meaning assigned to them in the Indenture, dated
as of July 29, 2005, among L-3 Communications Corporation, the Guarantors party thereto and the
Trustee.




 









 





Dated: October 1, 2009




Broadcast Sports Inc., a Delaware corporation

D.P. Associates, Inc., a Virginia corporation

Electrodynamics, Inc., an Arizona corporation

Henschel Inc., a Delaware corporation

International Resources Group Ltd., a Delaware corporation

Interstate Electronics Corporation, a California corporation

LinCom Wireless, Inc., a Delaware corporation

L-3 Chesapeake Sciences Corporation, a Maryland corporation

L-3 Communications Advanced Laser Systems Technology, Inc., a Florida corporation

L-3 Communications AIS GP Corporation, a Delaware corporation

L-3 Communications Applied Signal and Image Technology, Inc., a Maryland corporation

L-3 Communications Avionics Systems, Inc., a Delaware corporation

L-3 Communications Cincinnati Electronics, Inc., an Ohio corporation

L-3 Communications Crestview Aerospace Corporation, a Delaware corporation

L-3 Communications CyTerra Corporation, a Delaware corporation

L-3 Communications Dynamic Positioning and Control Systems, Inc., a California corporation

L-3 Communications Electron Technologies, Inc., a Delaware corporation

L-3 Communications EO/IR, Inc., a Florida corporation

L-3 Communications EOTech, Inc., a Delaware corporation

L-3 Communications ESSCO, Inc., a Delaware corporation

L-3 Communications Foreign Holdings, Inc., a Delaware corporation

L-3 Communications Geneva Aerospace, Inc., a Texas corporation

L-3 Communications InfraredVision Technology Corporation, a California corporation

L-3 Communications Investments Inc., a Delaware corporation

L-3 Communications Klein Associates, Inc., a Delaware corporation

L-3 Communications MariPro, Inc., a California corporation

L-3 Communications Mobile-Vision, Inc., a New Jersey corporation

L-3 Communications Nautronix Holdings, Inc., a Delaware corporation

L-3 Communications Nova Engineering, Inc., an Ohio corporation

L-3 Communications SafeView, Inc., a Delaware corporation

L-3 Communications Security and Detection Systems, Inc., a Delaware corporation

L-3 Communications Sonoma EO, Inc., a California corporation

L-3 Communications TCS, Inc., a Georgia corporation

L-3 Communications Westwood Corporation, a Nevada corporation

L-3 Fuzing and Ordnance Systems, Inc., a Delaware corporation

L-3 G.A. International, Inc., a Florida corporation

L-3 Global Communications Solutions, Inc., a Virginia corporation

L-3 Services, Inc., a Delaware corporation

Microdyne Communications Technologies Incorporated, a Maryland corporation

Microdyne Corporation, a Maryland corporation

Microdyne Outsourcing Incorporated, a Maryland corporation

Pac Ord Inc., a Delaware corporation

Power Paragon, Inc., a Delaware corporation

SPD Electrical Systems, Inc., a Delaware corporation

SPD Switchgear Inc., a Delaware corporation

Titan Facilities, Inc., a Virginia corporation

Troll Technology Corporation, a California corporation

Wescam Air Ops Inc., a Delaware corporation

Wescam Holdings (US) Inc., a Delaware corporation




1









 





	 	 	 	 	 	 	 
	 	 	As Guaranteeing Subsidiaries	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Steven M. Post
	 	 
	 

	 	 	 	Title:   Senior Vice President and Secretary	 	 






L-3 Communications Integrated Systems L.P., a Delaware limited partnership




	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS AIS GP CORPORATION,

 as General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President and Secretary	 	 
	


L-3 Communications Flight Capital LLC, a Delaware limited liability company

L-3 Communications Flight International Aviation LLC, a Delaware limited liability company

L-3 Communications Vector International Aviation LLC, a Delaware limited liability company




	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS VERTEX AEROSPACE 
LLC, as Sole
Member	 	 
	 
	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS INTEGRATED SYSTEMS 

L.P., as Sole
Member	 	 
	 
	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS AIS GP CORPORATION, 

as General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President and Secretary	 	 
	


L-3 Communications Vertex Aerospace LLC, a Delaware limited liability company



	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS INTEGRATED SYSTEMS 

L.P., as Sole
Member	 	 
	 
	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS AIS GP CORPORATION,
 as General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President and Secretary	 	 






2









 






L-3 Communications Germany Holdings, LLC, a Delaware limited liability company




	 	 	 	 	 	 	 
	 

	 	By:


L-3 COMMUNICATIONS CORPORATION,
as 
Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:


Senior Vice President, General Counsel and 


Corporate Secretary	 	 






L-3 Communications Shared Services, LLC, a Delaware limited liability company




	 	 	 	 	 	 	 
	 	 	By: L-3 COMMUNICATIONS CORPORATION, as 

Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Steven M. Post
	 	 
	 

	 	Title:


Senior Vice President, General Counsel and Corporate Secretary	 	 







3