<PAGE>


                                                            FINAL EXECUTION COPY


                                                                   EXHIBIT 10.46

                         L-3 COMMUNICATIONS CORPORATION

                 CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                  This CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THE THIRD
AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated as of February
25, 2003 and entered into by and among L-3 COMMUNICATIONS CORPORATION, a
Delaware corporation (the "BORROWER") which is wholly owned by L-3
COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), the Lenders
party to the Credit Agreement referred to below on the date hereof (the
"LENDERS"), BANK OF AMERICA, N.A., ("BOA"), as administrative agent for the
Agents (as defined below) and the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), LEHMAN COMMERCIAL PAPER, INC. ("LCPI") as syndication agent and
documentation agent (in such capacity, the "SYNDICATION AGENT" and the
"DOCUMENTATION AGENT") and certain financial institutions named as co-agents.
All capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement (as defined below).

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, the Borrower, the Lenders, the Syndication Agent, the
Documentation Agent, the Administrative Agent and certain other parties have
entered into the Third Amended and Restated Credit Agreement dated as of May 16,
2001 (as amended, supplemented, restated or otherwise modified from time to
time, the "CREDIT AGREEMENT"); and

                  WHEREAS, the Borrower has requested that certain waivers and
amendments be made with respect to the Credit Agreement and certain of the other
Credit Documents.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

                  SECTION 1. CONSENT AND WAIVER. Borrower hereby advises the
Lenders that Borrower has acquired each of the entities described on Annex 1.2
hereof (the "ADDITIONAL ENTITIES") and may not be successful in completing
compliance with the terms of Section 6.10 of the Credit Agreement for each of
the Additional Entities prior to the Amendment Effective Date. Borrower hereby
requests that the Required Lenders consent to extend until March 25, 2003 the
date for Borrower's compliance with Section 6.10 regarding the Additional
Entities (the "SECTION 6.10 CONSENT"). Subject to the satisfaction of the
conditions precedent to this Amendment set forth in Section 4 hereof, each
Lender executing this Amendment hereby consents to the Section 6.10 Consent and
waives the effect of any noncompliance with Section 6.10 arising prior to
Amendment Effective Date with respect to the Additional Entities.


<PAGE>


                  SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the
satisfaction of each of the conditions to effectiveness set forth in Section 4
of this Amendment, Borrower and the Required Lenders hereby agree to amend the
Credit Agreement as follows:

          2.1     The fifth sentence in Section 4.12 of the Credit Agreement is
hereby amended and restated to read as follows:

                  "As of the last annual valuation date prior to the date on
          which this representation is made or deemed made, the actuarial
          present value of all accumulated benefit obligations under the Single
          Employer Plans taken as a whole did not exceed the fair market value
          of the assets available for benefits under such Plans by an amount
          which would be reasonably likely to result in a Material Adverse
          Effect (with all valuations determined in accordance with Statement of
          Financial Accounting Standards No. 87)."

          2.2     Section 6.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


         "6.10    Additional Collateral.

                  (a)  With respect to any Capital Stock of any newly created or
          acquired Subsidiary or any newly issued Capital Stock of any existing
          Subsidiary acquired after the Original Closing Date by the Borrower or
          any of its Subsidiaries that is intended to be subject to the Lien
          created by any of the Pledge Agreements but which is not so subject,
          promptly (and in any event within 30 days after the acquisition
          thereof): (i) execute and deliver to the Administrative Agent such
          amendments to the relevant Pledge Agreements or such other documents
          as the Administrative Agent shall deem necessary or advisable to grant
          to the Administrative Agent, for the benefit of the Lenders, a Lien on
          such Capital Stock, (ii) take all actions necessary or advisable to
          cause such Lien to be duly perfected in accordance with all applicable
          Requirements of Law, including delivering all such original
          certificates evidencing such Capital Stock to the Administrative Agent
          together with undated stock powers executed in blank therefor, and
          (iii) if requested by the Administrative Agent or the Required
          Lenders, deliver to the Administrative Agent legal opinions relating
          to the matters described in clauses (i) and (ii) immediately
          preceding, which opinions shall be in form and substance, and from
          counsel, reasonably satisfactory to the Administrative Agent.
          Notwithstanding the foregoing, neither the Borrower nor any of its
          Subsidiaries shall be required to grant to the Administrative Agent a
          Lien upon the Capital Stock of any Immaterial Subsidiary; provided
          that if an Immaterial Subsidiary ceases to be an Immaterial
          Subsidiary, Borrower or the applicable Subsidiary, as the case may be,
          shall within thirty (30) days of such event comply with the foregoing
          requirements."

                  (b)  With respect to any Person that, subsequent to the
          Original Closing Date, becomes a direct or indirect Subsidiary of the
          Borrower, promptly (and in any event within 30 days after such Person
          becomes a Subsidiary): (i) cause such new Subsidiary to become a party
          to the Subsidiary Guarantee and, to the extent such Subsidiary holds
          any Capital Stock of any Subsidiary that is not an Immaterial
          Subsidiary, to the Subsidiary




                                       2
<PAGE>


          Pledge Agreement and (ii) if requested by the Administrative Agent or
          the Required Lenders, deliver to the Administrative Agent legal
          opinions relating to the matters described in clause (i) immediately
          preceding, which opinions shall be in form and substance, and from
          counsel, reasonably satisfactory to the Administrative Agent.
          Notwithstanding the foregoing, no Immaterial Subsidiary, Foreign
          Subsidiary or TCAS Subsidiary (except as provided below) of the
          Borrower or its Subsidiaries shall be required to execute a Subsidiary
          Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the
          total combined voting power of the Capital Stock of or equity
          interests in (A) any direct or indirect Foreign Subsidiary of the
          Borrower or (B) any direct or indirect Subsidiary of the Borrower if
          more than 65% of the assets of such Subsidiary are securities of
          foreign companies (such determination to be made on the basis of fair
          market value), and no Subsidiary of any Person described in clause (A)
          or (B), shall be required to be pledged hereunder; provided, that if,
          after the consummation of any sale of a portion of Capital Stock of
          the TCAS Subsidiary, the TCAS Subsidiary thereafter becomes a Wholly
          Owned Subsidiary, then the TCAS Subsidiary shall become a party to the
          Subsidiary Guarantee and Subsidiary Pledge Agreement and Borrower
          shall promptly (and in any event within 30 days after such event
          occurs) comply with the requirements of this subsection 6.10(b) with
          respect to the TCAS Subsidiary."

          2.3     Schedule 4.14 to the Credit Agreement is hereby amended and
restated in its entirety to read as provided on Schedule 4.14 attached hereto.

          2.4     The last sentence in Section 10.6(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as provided below:

          "Notwithstanding any provision under this paragraph (c) and paragraph
          (f) of this subsection, the consent of the Borrower shall not be
          required for any assignment which occurs at any time when any events
          described in clause (a) or (f) of Section 8 shall have occurred and be
          continuing."

                  SECTION 3. OMNIBUS AMENDMENTS TO CERTAIN CREDIT DOCUMENTS.
Subject to the satisfaction of each of the conditions to effectiveness set forth
in Section 4 of this Amendment, Borrower and the Required Lenders hereby agree
to amend the Pledge Agreements referenced below as follows:

          3.1     The definition of "Pledged Stock" in Section 1.1(b) of the
Subsidiary Pledge Agreement is hereby amended and restated to read as follows:

          " "Pledged Stock": with respect to any Grantor, the shares of Capital
          Stock listed on Schedule 1 opposite the name of such Grantor, together
          with any other shares, stock certificates, options or rights of any
          nature whatsoever in respect of the Capital Stock of any Subsidiary of
          such Grantor, other than any Immaterial Subsidiary, that may be issued
          to or granted to, or held by, such Grantor while this Agreement is in
          effect; provided that if such Subsidiary is a Foreign Subsidiary or if
          more than 65% of the assets of such Subsidiary are securities of
          foreign companies (such determination to be made on the basis of fair
          market value), no more than 65% of the total combined voting power of
          the



                                       3
<PAGE>


          Capital Stock of such Subsidiary or any such other shares, stock
          certificates, options or rights with respect thereto shall be "Pledged
          Stock" hereunder."

          3.2     Section 3.5(a) of the Subsidiary Pledge Agreement is hereby
amended and restated to read as follows:

                  "(a)  The shares of Pledged Stock pledged by such Grantor
          hereunder constitute all the issued and outstanding shares of all
          classes of the Capital Stock of each Person owned by such Grantor that
          are required to be pledged pursuant to subsection 6.10(a) and (b) of
          the Credit Agreements."

          3.3     The first sentence of Section 4.2(a) of the Subsidiary Pledge
Agreement is hereby amended and restated to read as follows:

                  "If such Grantor shall become entitled to receive or shall
          receive any instruments, stock certificates (including, without
          limitation, any certificate representing a stock dividend or a
          distribution in connection with any reclassification, increase or
          reduction of capital or any certificate issued in connection with any
          reorganization), options or rights in respect of the Capital Stock of
          any Issuer, whether in addition to, in substitution of, as a
          conversion of, or in exchange for, any shares of the Pledged Stock, or
          as a dividend or distribution thereunder, or otherwise in respect
          thereof, and subject to the proviso of the definition of "Pledged
          Stock" appearing in Section 1.1(b) of this Agreement, such Grantor
          shall accept the same as agent for the Agents and the Lenders, hold
          the same in trust for the Agents and the Lenders and promptly (and in
          any event within 60 days) deliver the same forthwith to the
          Administrative Agent in the exact form received, duly endorsed by such
          Grantor to the Administrative Agent, if required, together with an
          undated stock power or endorsement covering such certificate or
          instrument, as applicable, duly executed in blank by such Grantor and
          with, if the Administrative Agent so requests, signature guaranteed,
          to be held by the Administrative Agent, subject to the terms hereof,
          as additional collateral security for the Obligations."

          3.4     The definition of "Pledged Stock" in Section 1.1(b) of the
Borrower Pledge Agreement is hereby amended and restated to read as follows:

                  " "Pledged Stock": the shares of Capital Stock listed on
          Schedule 1, together with any other shares, stock certificates,
          options or rights of any nature whatsoever in respect of the Capital
          Stock of any Subsidiary of the Borrower, other than any Immaterial
          Subsidiary, that may be issued or granted to, or held by, the Borrower
          while this Agreement is in effect; provided that if such Subsidiary is
          a Foreign Subsidiary or if more than 65% of the assets of such
          Subsidiary are securities of foreign companies (such determination to
          be made on the basis of fair market value), no more than 65% of the
          total combined voting power of the Capital Stock of such Subsidiary or
          any such other shares, stock certificates, options or rights with
          respect thereto shall be "Pledged Stock" hereunder."

          3.5     Section 3.4(a) of the Borrower Pledge Agreement is hereby
amended and restated to read as follows:



                                       4
<PAGE>


                  "(a)  The shares of Pledged Stock pledged by the Borrower
          hereunder constitute all the issued and outstanding shares of all
          classes of the Capital Stock of each Person owned by the Borrower that
          are required to be pledged pursuant to subsection 6.10(a) and (b) of
          the Credit Agreements."

          3.6     The first sentence of Section 4.2(a) of the Borrower Pledge
Agreement is amended and restated to read as follows:

                  "If the Borrower shall become entitled to receive or shall
          receive any instruments, stock certificates (including, without
          limitation, any certificate representing a stock dividend or a
          distribution in connection with any reclassification, increase or
          reduction of capital or any certificate issued in connection with any
          reorganization), options or rights in respect of the Capital Stock of
          any Issuer, whether in addition to, in substitution of, as a
          conversion of, or in exchange for, any shares of the Pledged Stock, or
          as a dividend or distribution thereunder, or otherwise in respect
          thereof, and subject to the proviso to the definition of "Pledged
          Stock" appearing in Section 1.1(b) of this Agreement, the Borrower
          shall accept the same as agent for the Agents and the Lenders, hold
          the same in trust for the Agents and the Lenders and promptly (and in
          any event within 60 days) deliver the same forthwith to the
          Administrative Agent in the exact form received, duly endorsed by the
          Borrower to the Administrative Agent, if required, together with an
          undated stock power or endorsement covering such certificate or
          instrument, as applicable, duly executed in blank by the Borrower and
          with, if the Administrative Agent so requests, signature guaranteed,
          to be held by the Administrative Agent, subject to the terms hereof,
          as additional collateral security for the Obligations."

          3.7     The Borrower LLC Pledge Agreement as of January 11, 2002
between Borrower as the Administrative Agent is hereby amended by deleting the
term "L-3 Communications TCAS, LLC" each place it appears therein and inserting
"Aviation Communications & Surveillance Systems, LLC" in place thereof.

          SECTION 4.  CONDITIONS TO EFFECTIVENESS. The provisions of Sections 1,
2 and 3 of this Amendment shall be deemed effective as of the date when each of
the following conditions have been satisfied (such effective date occurring upon
satisfaction of such conditions being referred to herein as the "AMENDMENT
EFFECTIVE DATE"):

          4.1     The Borrower shall have delivered to Administrative Agent
executed copies of this Amendment and each of the other Credit Parties shall
have delivered to the Administrative Agent executed copies of the Guarantors'
Consent and Acknowledgment to this Amendment in the form attached hereto;

          4.2     The Required  Lenders  shall have  delivered to the
Administrative Agent an executed original or facsimile of a counterpart of this
Amendment;

          4.3     The Administrative Agent shall have received a secretary's or
assistant secretary's certificate of the Borrower certifying board resolutions
authorizing the execution, delivery and performance of this Amendment by the
Borrower;



                                       5
<PAGE>



          4.4     The representations and warranties contained in Section 5
hereof shall be true and correct in all respects; and

          4.5     All conditions to effectiveness set forth in Sections 6.1, 6.
2, 6.3 and 6.4 in the Consent, Waiver and Omnibus Amendment Regarding Second
Amended and Restated 364 Day Credit Agreement of even date herewith shall have
been satisfied.

                  SECTION 5.  REPRESENTATIONS  AND WARRANTIES. In order to
induce Lenders to enter into this Amendment, the Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:

          5.1     Authorization and Enforceability. (a) The Borrower has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as modified by this Amendment (the "AGREEMENT"), (b) the
execution and delivery of this Amendment has been duly authorized by all
necessary corporate action on the part of the Borrower and (c) this Amendment
and the Agreement have been duly executed and delivered by the Borrower and,
when executed and delivered, will be the legally valid and binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
respective terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws relating to or
limiting creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding, in equity or at law) and (iii) an implied covenant
of good faith and fair dealing.

          5.2     Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement, after giving effect to the consents, waivers and amendments
contained in Sections 1, 2, and 3 of this Amendment, are and will be true,
correct and complete in all material respects on and as of the Amendment
Effective Date, to the same extent as though made on and as of such date, except
that no representation or warranty is given with respect to the Capital Stock of
any of the Additional Entities set forth on Annex 1.2 and except to the extent
such representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on and
as of such earlier date.

          5.3     Absence of Default and Setoff. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Amendment that constitutes a Default or an Event of Default and no
defense, setoff or counterclaim of any kind, nature or description exists to the
payment and performance of the obligations owing by Borrower to the Agents and
the Lenders.

                  SECTION 6. MISCELLANEOUS.

          6.1     Effect on the Credit Agreement and the other Credit Documents.
Except as specifically provided in this Amendment, the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed. The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of



                                       6
<PAGE>


the Administrative Agent or any Lender under, the Credit Agreement or any of the
other Credit Documents.

          6.2     Fees and Expenses. The Borrower acknowledges that all costs,
fees and expenses as described in Section 10.5 of the Credit Agreement incurred
by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.

          6.3     GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6.4     SUBMISSION TO JURISDICTION; WAIVERS; WAIVER OF JURY TRIAL;
ACKNOWLEDGMENTS; CONFIDENTIALITY. Each of the terms and conditions set forth in
Sections 10.12, 10.13, 10.14 and 10.15 of the Credit Agreement are hereby
incorporated into this Amendment as if set forth fully herein except that each
reference to "Agreement" therein shall be deemed to be a reference to
"Amendment" herein.

          6.5     Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Except for the terms of Sections 1, 2 and 3 hereof (which shall
only become effective on the Amendment Effective Date), this Amendment shall
become effective upon the execution of a counterpart hereof by the Borrower and
the Required Lenders and receipt by the Borrower and the Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.

                            [SIGNATURE PAGES FOLLOW]




                                       7
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


                                 L-3 COMMUNICATIONS CORPORATION


                                 By:
                                    --------------------------------------------
                                    Title:


                                 BANK OF AMERICA, N.A.,
                                 as Administrative Agent


                                 By:
                                    --------------------------------------------
                                    Title:


                                 BANK OF AMERICA, N.A.,
                                 as a Lender


                                 By:
                                    --------------------------------------------
                                    Title:


                                 LEHMAN COMMERCIAL PAPER INC.,
                                       as Documentation Agent, Syndication Agent
                                       and as a Lender


                                 By:
                                    --------------------------------------------
                                    Title:


            [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT
             REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT]


<PAGE>



                     Guarantors' Acknowledgment and Consent
                     --------------------------------------

                  Each of the undersigned hereby acknowledges receipt of the
attached Amendment and consents to the execution and performance thereof by L-3
Communications Corporation. Each of the undersigned hereby also reaffirms that
the guarantee and any applicable Pledge Agreement of such undersigned in favor
of the Administrative Agent for the ratable benefit of the Lenders and the
Agents remains in full force and effect and acknowledges and agrees that there
is no defense, setoff or counterclaim of any kind, nature or description to
obligations arising under such guarantee or any applicable Pledge Agreement.

Dated as of February 25, 2003

                             AMI INSTRUMENTS, INC.
                             APCOM, INC.
                             ATLANTIC SCIENCE AND TECHNOLOGY CORPORATION
                             CELERITY SYSTEMS INCORPORATED
                             COLEMAN RESEARCH CORPORATION
                             EER SYSTEMS, INC.
                             ELECTRODYNAMICS, INC.
                             HENSCHEL, INC.
                             HYGIENETICS ENVIRONMENTAL SERVICES, INC.
                             INTERSTATE ELECTRONICS CORPORATION
                             KDI PRECISION PRODUCTS, INC.
                             L-3 COMMUNICATIONS AIS GP CORPORATION
                             L-3 COMMUNICATIONS ANALYTICS CORPORATION
                             L-3 COMMUNICATIONS AYDIN CORPORATION
                             L-3 COMMUNICATIONS DBS MICROWAVE, INC.
                             L-3 COMMUNICATIONS ESSCO, INC.
                             L-3 COMMUNICATIONS HOLDINGS, INC.
                             L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
                             L-3 COMMUNICATIONS INVESTMENTS INC.
                             L-3 COMMUNICATIONS SPD TECHNOLOGIES INC.
                             L-3 COMMUNICATIONS STORM  CONTROL SYSTEMS, INC.
                             MCTI ACQUISITION CORPORATION
                             MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
                             MICRODYNE CORPORATION
                             MICRODYNE OUTSOURCING INCORPORATED
                             MPRI, INC.
                             PAC ORD, INC.
                             POWER PARAGON, INC.
                             SOUTHERN CALIFORNIA MICROWAVE INC.
                             SPD ELECTRICAL SYSTEMS, INC.
                             SPD HOLDINGS, INC.
                             SPD SWITCHGEAR, INC.


                             By:
                                --------------------------------------
                                Name: Christopher C. Cambria
                                Title: Vice President and Secretary



  [SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT, WAIVER AND OMNIBUS
        AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.


                              By:
                                 ----------------------------------
                              Name: Christopher C. Cambria
                              Title: Authorized Person



















 [SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT, WAIVER AND OMNIBUS
        AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>



                              THE BANK OF NEW YORK


                              By:
                                 -------------------------------------
                                 Title:




















      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              BANK ONE, N.A. (Main Office Chicago)


                              By:
                                 -------------------------------------
                                 Title:
































      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              FLEET NATIONAL BANK


                              By:
                                 -------------------------------------
                                 Title:





























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]


<PAGE>


                              CREDIT LYONNAIS NEW YORK BRANCH


                              By:
                                 --------------------------------------
                                 Title:





















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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]


<PAGE>


                              WACHOVIA BANK NATIONAL ASSOCIATION
                              (f/k/a First Union Commercial Corporation)


                              By:
                                 ----------------------------------------
                                 Title:
































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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              HSBC BANK USA


                              By:
                                 ------------------------------------
                                 Title:






























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND


                              By:
                                 -------------------------------------
                                 Title:

                              By:
                                 -------------------------------------
                                 Title:
























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





<PAGE>


                              COMERICA BANK


                              By:
                                 ----------------------------------
                                 Title:





















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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              CREDIT INDUSTRIEL ET
                              COMMERCIAL


                              By:
                                 ----------------------------------
                                 Title:























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              BARCLAYS BANK PLC

                              By:
                                 ---------------------------------
                                 Title:

























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              RZB FINANCE LLC


                              By:
                                 -------------------------------
                                 Title:



























       [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              ERSTE BANK, NEW YORK


                              By:
                                 ------------------------------------
                                 Title:






























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              THE MITSUBISHI TRUST AND BANKING CORPORATION


                              By:
                                 --------------------------------------------
                                 Title:


























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              SOCIETE GENERALE


                              By:
                                 --------------------------------
                                 Title:


























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              SUNTRUST BANK


                              By:
                                 ----------------------------------
                                 Title:



























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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]


<PAGE>



                              WEBSTER BANK


                              By:
                                 ----------------------------------
                                 Title:


























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]


<PAGE>


                              THE BANK OF NOVA SCOTIA


                              By:
                                 ------------------------------------
                                 Title:




























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              CREDIT SUISSE FIRST BOSTON


                              By:
                                 ----------------------------------
                                 Title:





























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]



<PAGE>


                              GENERAL ELECTRIC CAPITAL CORPORATION

                              By:
                                 ----------------------------------------
                                 Title:
























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]




<PAGE>


                              MIZUHO HOLDINGS, INC.
                              (successor to The Fuji Bank, Limited, The Dai-Ichi
                              Kanho Bank, Ltd. and The Industrial Bank of Japan,
                              Limited)


                              By:
                                 -----------------------------------------------
                                 Title:























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]




<PAGE>


                              FORTIS BANK

                              By:
                                 -----------------------------------------
                                 Title:




























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]




<PAGE>


                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                              By:
                                 -----------------------------------------
                                 Title:






























      [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT]




<PAGE>




                          SCHEDULE 4.14 - SUBSIDIARIES
                          ----------------------------


               L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
                             AS OF FEBRUARY 20, 2003

L-3 Communications Holdings, Inc.
  L-3 Communications Corporation
   AMI Instruments, Inc.
   Aviation Communications & Surveillance Systems, LLC (70%)
     ACSS - NZSC Limited (70%)
     Honeywell TCAS Inc. (70%)
   C3-ilex, LLC (25.2%)
   Delsub, Inc.
   Digital Technics, L.L.C.
     Digital Technics, L.P. (25% + 75%)
   EER Systems, Inc.
   Electrodynamics, Inc.
   Hygienetics Environmental Services, Inc.
   L-3 Communications IMC Corporation
   Interstate Electronics Corporation
   KDI Precision Products, Inc.
   L-3 Canada Acquisition Inc.
     Wescam Inc.
      1374474 Ontario Inc.
      1415645 Ontario Inc.
       3052893 Nova Scotia Company
        Applied Physics Specialties Ltd.
      1179023 Ontario Ltd
      3033544 Nova Scotia Company
      Film Europe Limited (20%)
      Mosaic Mapping Inc. (14%)
      New Vision Group Inc. (10%)
      Wescam Asia Pte Ltd (50%)
      Wescam Europe Limited (96.9%)
      Wescam Financial (U.S.A.) LLC (99.9% + .1%)
      Wescam Holdings (US) Inc. (94.3% + 5.7%)
       Broadcast Sports Inc.
       Troll Technology Corp
       Wescam Incorporated
        Wescam Air Ops Inc.
             Wescam Air Ops LLC
       Wescam Sonoma Inc.
      Wescam LLC
   L-3 Communications AIS GP Corporation
     L-3 Communications Intergrated Systems L.P. (1%+99%)
    L-3 Communications Analytics Corporation
         Kapos Associates Inc.
   L-3 Communications Atlantic Science & Technology Corporation
   L-3 Communications Australia Proprietary Limited
   L-3 Communications Australia Pty Ltd
   L-3 Communications Aydin Corporation







                                Sched. 4.14 - 1


<PAGE>


         L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES - CONTINUED
                             AS OF FEBRUARY 20, 2003


     Aydin Foreign Sales Limited
     Aydin S.A.  (19%)
     L-3 Communications Global Network Solutions U.K. Ltd.
     L-3 Communications Investments Inc.
      Aydin Yazilim ve Elektronik Sanayi A.S. (40%)
   L-3 Communications Canada Inc.
     Spar Aerospace Limited
      3023001 Canada Inc.
      Godfrey Aerospace Inc.
      International Aerospace Management Company Scrl (20%)
      Sovcan Star Satellite Communications Inc. (34%)
      Spar Aviation Services (U.S.) Limited
   L-3 Communications ESSCO, Inc.
     Electronic Space Systems International Corp.
     Electronic Space Systems (UK) Limited   (90%)
     ESSCO Collins Limited   (99.99%)
   L-3 Communications Holding GmbH
     L-3 Communications ELAC Nautik GmbH
      Arbeitsmedizinische Betreungsgesellschaft Kieler Bertriebe mbH (50%)
      ELAC Nautik Unterstutzungskasse GmbH
     Power Paragon (Deutschland) Holding GmbH (99% +1%)
      EuroAtlas Gesellschaft fur Leistungselektronik mbH
      JovyAtlas Elektrische Umformtechnik GmbH
        Astrid Energy Enterprises S.R.L (10%)
      Narda Safety Test Solutions GmbH
        PMM Costruzioni Electtroniche Centro Misure Radioelettriche S.r.l. (98%)
                             EMC S.r.l. (33%)
   L-3 Communications Hong Kong Limited
   L-3 Communications ILEX Systems, Inc.
     ITel Solutions, LLC  (50%)
     Telos Corporation
   L-3 Communications Korea Corporation
   L-3 Communications Malaysia Sdn. Bhd.
   L-3 Communications Secure Information Technology, Inc.
   L-3 Communications Security and Detection Systems Corporation California
   L-3 Communications Security and Detection Systems Corporation Delaware
   L-3 Communications Security Systems Corporation
   L-3 Communications SPD Technologies, Inc.
            SPD Holdings, Inc.
               Henschel Inc.
               Pac Ord Inc.
               Power Paragon, Inc.
               SPD Electrical Systems, Inc.
               SPD Switchgear Inc.
   L-3 Communications Storm Control Systems, Inc.
   L-3 Communications TMA Corporation
   L-3 Communications U.K. Ltd.
     Storm Control Systems Limited
   L-3 Communications Westwood Corporation
   L-3 Satellite Networks, LLC





                                Sched. 4.14 - 2


<PAGE>



         L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES - CONTINUED
                             AS OF FEBRUARY 20, 2003

   LogiMetrics, Inc. (55%)
     Logimetrics FSC, Inc. (55%)
     mmTECH, INC. (55%)
   L-Tres Comunicaciones Costa Rica, S.A.
   Medical Education Technologies, Inc.  (31.67%)
   Microdyne Corporation
     Microdyne Communications Technologies Incorporated
      MCTI Acquisition Corporation
       Apcom, Inc.
       Celerity Systems Incorporated
     Microdyne Ltd.
     Microdyne Outsourcing Incorporated
   MPRI, Inc.
     Ship Analytics, Inc.
      Ship Analytics International, Inc.
      Ship Analytics USA, Inc.
   Southern California Microwave, Inc.
   SYColeman Corporation
   TrexCom (Asia) PTE, Ltd.
   Wolf Coach, Inc.
















                                Sched. 4.14 - 3



<PAGE>


<TABLE>
<CAPTION>

                                                ANNEX 1.2 - ADDITIONAL ENTITIES
                                                -------------------------------

         ----------------- ----------------------------------------- ------------ ---------------------------------
         NO.               SUBSIDIARY                                STATE OF     PARENT COMPANY
                                                                     ORG.
         ----------------- ----------------------------------------- ------------ ---------------------------------
         <S>               <C>                                       <C>          <C>
         1                 Ship Analytics, Inc.                      CT           MPRI, Inc.
         ----------------- ----------------------------------------- ------------ ---------------------------------

         2                 Ship Analytics USA, Inc.                  CT           Analytics
         ----------------- ----------------------------------------- ------------ ---------------------------------

         3                 Ship Analytics International, Inc.        DE           Analytics
         ----------------- ----------------------------------------- ------------ ---------------------------------

         4                 Wescam Sonoma Inc.                        CA           Wescam Holdings
         ----------------- ----------------------------------------- ------------ ---------------------------------

         5                 Wescam Air Ops Inc.                       DE           Incorporated
         ----------------- ----------------------------------------- ------------ ---------------------------------

         6                 Wescam Incorporated                       FL           Wescam Holdings
         ----------------- ----------------------------------------- ------------ ---------------------------------

         7                 Wescam Holdings (US) Inc.                 DE           Borrower
         ----------------- ----------------------------------------- ------------ ---------------------------------

         8                 Troll Technology Corporation              CA           Wescam Holdings
         ----------------- ----------------------------------------- ------------ ---------------------------------

         9                 Broadcast Sports Inc.                     DE           Wescam Holdings
         ----------------- ----------------------------------------- ------------ ---------------------------------

         10                L-3 Communications TMA Corporation        VA           Borrower
         ----------------- ----------------------------------------- ------------ ---------------------------------

         11                L-3 Communications Security and           CA           Borrower
                           Detection Systems Corporation California
         ----------------- ----------------------------------------- ------------ ---------------------------------

         12                L-3 Communications Security and           DE           Borrower
                           Detection Systems Corporation Delaware
         ----------------- ----------------------------------------- ------------ ---------------------------------

         13                L-3 Communications IMC Corporation        CT           Borrower
         ----------------- ----------------------------------------- ------------ ---------------------------------

         14                L-3 Communications Westwood Corporation   NV           Borrower
         ----------------- ----------------------------------------- ------------ ---------------------------------

         15                Aviation Communications & Surveillance    DE           Borrower
                           Systems, LLC
         ----------------- ----------------------------------------- ------------ ---------------------------------

         16                Telos Corporation                         CA           L-3 Communications ILEX Systems
         ----------------- ----------------------------------------- ------------ ---------------------------------

         17                Wolf Coach, Inc.                          MA           Borrower
         ----------------- ----------------------------------------- ------------ ---------------------------------

         18                Wescam Air Ops LLC                        DE           Incorporated
         ----------------- ----------------------------------------- ------------ ---------------------------------

         19                Wescam LLC                                DE           Borrower
         ----------------- ----------------------------------------- ------------ ---------------------------------
</TABLE>


                                  ANNEX 1.2 - 1