exv4w14






SUPPLEMENTAL INDENTURE TO BE DELIVERED

BY GUARANTEEING SUBSIDIARIES




     Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, 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 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 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:





	 	(a)	 	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:






	 	(i)	 	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)	 	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.






	 	(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 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.
	 
	 	(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 CODE 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 CODE on which a
Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be
valid nevertheless.
	 
	 	(d)	 	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.
	 
	 	(e)	 	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.
	 
	 	(f)	 	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.
	 
	 	(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 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;
	 
	 	(ii)	 	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
	 
	 	(iii)	 	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 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





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	 	 	 	Indebtedness of the Company and the domestic non-Guarantor
subsidiaries is not increased thereby.
	 
	 	(b)	 	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).
	 
	 	(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 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.




	 	(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. 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 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. 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, 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
(including Contingent Interest and Additional Interest, if any) on the
CODES 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 Excluded Subsidiary in accordance with the terms of
the Indenture and 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
those notes continue to be outstanding), such Guaranteeing Subsidiary
shall be released and relieved of all 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 and 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 those notes continue to be outstanding),




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	 	 	 	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 CODES and for the other obligations of any
Guaranteeing Subsidiary under the Indenture as provided herein.
	 
	 	(c)	 	Upon any Guarantor being released from its
guarantees of, and all pledges and security interests granted in
connection with, Indebtedness of the Company or any of its Subsidiaries
(other than a Foreign Subsidiary), such Guarantor shall be released and
relieved of its obligations under this Supplemental 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 CODES, 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 CODES by
accepting a CODE waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the CODES. 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; ANTI-LAYERING. No Guaranteeing Subsidiary shall
incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt of a Guaranteeing Subsidiary and
senior in any respect in right of payment to any of the Subsidiary Guarantees. No Indebtedness
shall be deemed to be subordinated or junior in right of payment to any other Indebtedness solely
by virtue of being unsecured.


     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 HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	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 Corporation, a Delaware corporation



	

	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Steven M. Post
	 	 
	 

	 	 	 	Title: Senior Vice President, General Counsel and
Corporate 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 Holdings, Inc., 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
interest (including Contingent Interest and Additional Interest, if any) on the CODES, 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 interest (including Contingent
Interest and Additional Interest, if any) on the CODES, and (c) in case of any extension of time of
payment or renewal of any CODES 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). This Guarantee is subordinated to
the Senior Debt of each Guarantor to extent set forth in Article 13 of the Indenture.




          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 CODES, 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 CODE 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 CODE 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 Holdings, Inc., 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




 









 





	 	 	 	 	 	 	 
	 	 	As Guaranteeing Subsidiaries	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Post	 	 
	 

	 	 	 	Title: Senior Vice President and Secretary	 	 





	 	 	 	 	 	 	 
	L-3 Communications Corporation, a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Post	 	 
	 

	 	 	 	Title: Senior Vice President, General Counsel and 


Corporate 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