EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 WAIVER AND
CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 This WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Waiver”) is dated as of August 7, 2014 (the “Effective Date”), among L-3 COMMUNICATIONS CORPORATION, a Delaware corporation (“Borrower”), and the Required Lenders party
hereto (the “Required Lenders”). This Waiver is made with reference to that certain Amended and Restated Credit Agreement, dated as of February 3, 2012 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among the Borrower, the certain Guarantors party thereto, the Lenders party thereto, and BANK OF AMERICA, N.A. (together with its permitted successors), as Administrative Agent. All
capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. 

WITNESSETH: 
 WHEREAS,
pursuant to Section 7.01(ii) of the Credit Agreement, the Borrower is required to deliver to the Administrative Agent the quarterly financial reports described therein, within 45 days after the end of each fiscal quarter of the Borrower (except
with respect to the fourth quarter of each fiscal year); 
 WHEREAS, the Borrower has requested that the Required Lenders waive compliance
with the 45-day requirement under Section 7.01(ii) of the Credit Agreement for delivery of the Borrower’s quarterly financial reports for the fiscal quarter ending June 27, 2014 (such quarterly financial reports, the
“Specified Financials” and such delivery requirement with respect to such fiscal quarter only, the “Specified Delivery Requirement”), and consent to the delivery by the Borrower of the Specified
Financials no later than September 25, 2014; 
 WHEREAS, the Required Lenders have agreed to provide this Waiver as set forth herein
under the Credit Agreement; 
 NOW, THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 SECTION
1.01 Waiver and Consent. On the terms and subject to the conditions set forth herein and in reliance upon the representations and warranties of the Borrower set forth in Article III hereof, the Required Lenders hereby (a) waive the
Specified Delivery Requirement and (b) consent to the delivery of the Specified Financials on or prior to September 25, 2014. 

The foregoing is effective solely for the purposes expressly set forth herein and shall be limited precisely as written and shall not be in
any event deemed (i) to constitute a waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document or (ii) except as expressly set forth herein, to prejudice any right or remedy that the
Administrative Agent or the Lenders may have at any time under or in connection with the Credit Agreement or any other Loan Document. 







 ARTICLE II 

SECTION 2.01 Conditions to Effectiveness. This Waiver shall become effective (the “Waiver Effective
Date”) when the following conditions are satisfied: 
 (a) the Administrative Agent shall have received counterparts of this
Waiver executed by the Borrower, the Required Lenders and the Guarantors; 
 (b) after giving effect to this Waiver, the representations and
warranties set forth in Article III of this Waiver shall be true and correct in all material respects on and as of the Waiver Effective Date, to the same extent as though made on and as of that date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and 

(c) both before and after giving effect to this Waiver, no Default or Event of Default has occurred and is continuing. 

ARTICLE III 
 The Borrower
represents and warrants to the Administrative Agent and each of the Lenders that: 
 SECTION 3.01 Authorization;
Enforceability. The Waiver to be entered into by each Loan Party is within such Loan Party’s corporate powers and has been duly authorized by all necessary corporate action on the part of such Loan Party. This Waiver has been duly
executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 

SECTION 3.02 No Conflicts. Except as could not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect, the execution and delivery of this Waiver (a) will not violate any Law or any Contractual Obligation applicable to or binding upon Holdings, the Borrower or any Subsidiary of the Borrower or any of their respective properties or
assets, (b) will not violate any provision of any Organization Document of Holdings, the Borrower or any Subsidiary of the Borrower and (c) will not result in the creation or imposition of any Lien on any of its properties or assets
pursuant to any Law applicable to it or any of its Contractual Obligations. 
 SECTION 3.03 No Default. No Default or Event of
Default exists, or would result from the transactions contemplated by this Waiver, after giving effect to this Waiver. 
 SECTION 3.04
Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article VI of the Credit Agreement or any other Loan Document, are true and correct in all material respects on and
as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. 

  
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 ARTICLE IV 

SECTION 4.01 Acknowledgement and Consent By the Guarantors. Each Guarantor hereby acknowledges that it has read this Waiver and
consents to the terms hereof and further confirms and agrees that, notwithstanding the effectiveness of this Waiver, its obligations under the Credit Agreement and the other Loan Documents shall not be impaired or affected and such obligations are,
and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects. 
 ARTICLE V 

SECTION 5.01 Miscellaneous. 

(a) Governing Law. This Waiver shall be construed in accordance with and governed by the law of the State of New York. This Waiver
shall constitute a Loan Document and shall be administered and construed pursuant to the terms of the Credit Agreement (including, without limitation, Article XI thereof). 

(b) Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Waiver and shall not
affect the construction of, or be taken into consideration in interpreting, this Waiver. 
 (c) Severability. Any provision of this
Waiver held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

(d) Counterparts. This Waiver may be executed in counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Waiver by fascimile or electronic transmission shall be effective as
delivery of a manually executed counterpart of this Waiver. 
 [Signature Pages Follow] 

  
 -3- 








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

			
	L-3 COMMUNICATIONS CORPORATION
		
	By:	 	/s/ Stephen M. Souza
	Name:	 	Stephen M. Souza
	Title:	 	Vice President and Treasurer


 [Signature Page to Waiver and Consent] 







 
			
	Bank of America, N.A., as a Lender
		
	By:	 	/s/ Kenneth J. Beck
	Name: Kenneth J. Beck
	Title:   Director


 [Signature Page to Waiver and Consent] 







 
			
		 	LENDER CONSENT
		
		 	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Michelle C. Phillips

	Name:	 	Michelle C. Phillips
	Title:	 	Director & Execution Head









 
			
		 	SCOTIABANC INC., as a Lender
		
	By:	 	 /s/ J.F. Todd

	Name:	 	J.F. Todd
	Title:	 	Managing Director









 
			
		 	LENDER CONSENT
		
		 	The Bank of Tokyo-Mitsubishi UFJ, LTD.
		 	as a Lender
		
	By:	 	 /s/ George Stoecklein

	Name:	 	George Stoecklein
	Title:	 	Director









 
			
		 	LENDER CONSENT
		
		 	 Barclays Bank PLC

		 	as a Lender
		
	By:	 	 /s/ Gregory Fishbein

	Name:	 	Gregory Fishbein
	Title:	 	Assistant Vice President









 
			
		 	LENDER CONSENT
		
		 	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Lender

		
	By:	 	 /s/ Mark Koneval

	Name:	 	Mark Koneval
	Title:	 	Managing Director
		
	By:	 	 /s/ Dan Fahey

	Name:	 	Dan Fahey
	Title:	 	Vice President









 
			
		 	 DEUTSCHE BANK AG NEW YORK BRANCH,
 as a
Lender

		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By:	 	 /s/ John S. McGill

	Name:	 	John S. McGill
	Title:	 	Director









 
			
		 	LENDER CONSENT
		
		 	U.S. BANK NATIONAL ASSOCIATION
		 	as a Lender
		
	By:	 	 /s/ Mark Irey

	Name:	 	MARK IREY
	Title:	 	VP









 
			
		 	LENDER CONSENT
		
		 	 SunTrust Bank,

as a Lender

		
	By:	 	 /s/ David Simpson

	Name:	 	David Simpson
	Title:	 	Vice President









 
			
		 	LENDER CONSENT
		
		 	 WELLS FARGO BANK, N.A.,

		 	as a Lender
		
	By:	 	 /s/ Eric Frandson

	Name:	 	Eric Frandson
	Title:	 	Managing Director









 
			
		 	LENDER CONSENT
		
		 	 Australia and New Zealand Banking Group Limited

		 	as a Lender
		
	By:	 	 /s/ Robert Grillo

	Name:	 	Robert Grillo
	Title:	 	Director









 
			
		 	 THE BANK OF NEW YORK MELLON,
 as a
Lender

		
	By:	 	 /s/ David B. Wirl

	Name:	 	David B. Wirl
	Title:	 	Managing Director









 
			
		 	LENDER CONSENT
		
		 	 HSBC Bank USA, N.A.

		 	as a Lender
		
	By:	 	 /s/ Randolph E. Cates

	Name:	 	Randolph E. Cates
	Title:	 	Senior Vice President









 
			
		 	SUMITOMO MITSUI BANKING CORPORATION,
		 	as a Lender
		
	By:	 	 /s/ David W. Kee

	Name:	 	David W. Kee
	Title:	 	Managing Director









 
			
		 	Branch Banking & Trust Company, as a Lender
		
	By:	 	 /s/ James E. Davis

	Name:	 	James E. Davis
	Title:	 	Senior Vice President









 
			
		 	LENDER CONSENT
		
		 	 Comerica Bank

		 	as a Lender
		
	By:	 	 /s/ Matthew A. Rybinski

	Name:	 	Matthew A. Rybinski
	Title:	 	Vice President









 Acknowledged and Agreed: 
  

			
	 GUARANTORS:
  

L-3 COMMUNICATIONS HOLDINGS, INC.,
a Delaware corporation

		
	By:	 	/s/ Stephen M. Souza
	 Name:
 Title:
	 	 Stephen M. Souza
 Vice President and
Treasurer


 [Signature Page to Waiver and Consent] 







 GUARANTORS: 

BROADCAST SPORTS INC.,  
 a Delaware corporation 

ELECTRODYNAMICS, INC., 
 an Arizona corporation 

FUNA INTERNATIONAL, INC., 
 a Florida corporation 

INTERSTATE ELECTRONICS CORPORATION,  
 a California
corporation 
 L-3 COMMUNICATIONS AIS GP CORPORATION,  

a Delaware corporation 
 L-3 COMMUNICATIONS AVIONICS SYSTEMS,
INC., 
 a Delaware corporation 
 L-3
COMMUNICATIONS CINCINNATI ELECTRONICS 
 CORPORATION, an Ohio 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 ESSCO, INC., 
 a Delaware corporation

 L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC., 
 a
Delaware 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 SECURITY AND DETECTION 
 SYSTEMS,
INC., a Delaware corporation 
 L-3 COMMUNICATIONS SONOMA EO, INC., 

a California corporation 
  

			
		
	By:	 	/s/ Stephen M. Souza
	Name:	 	Stephen M. Souza
	Title:	 	Vice President and Treasurer of each of the foregoing entities listed under the caption “Guarantors”


  
 [Signature Page
to Waiver and Consent] 








 GUARANTORS: 

L-3 COMMUNICATIONS WESTWOOD 
 CORPORATION, a Nevada
corporation 
 L-3 APPLIED TECHNOLOGIES, INC., 
 a
Delaware corporation 
 L-3 CHESAPEAKE SCIENCES CORPORATION, 

a Maryland corporation 
 L-3 DOMESTIC HOLDINGS, INC., 

a Delaware corporation 
 L-3 FUZING AND ORDNANCE SYSTEMS, INC.,

 a Delaware corporation 
 L-3 G.A. INTERNATIONAL, INC.,

 a Florida corporation 
 L-3 NATIONAL SECURITY
SOLUTIONS, INC., 
 a Delaware corporation 
 L-3 ADVANCED
PROGRAMS, INC., 
 a Delaware corporation 
 L-3 UNIDYNE,
INC., 
 a Delaware corporation 
 L-3 UNMANNED SYSTEMS,
INC., 
 a Texas 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 
  

			
		
	By:	 	/s/ Stephen M. Souza
	Name:	 	Stephen M. Souza
	Title:	 	Vice President and Treasurer of each of the foregoing entities listed under the caption “Guarantors”


  
 [Signature Page
to Waiver and Consent] 








 L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., 

a Delaware limited liability partnership 
 By: L-3
COMMUNICATIONS AIS GP CORPORATION, 
 as General Partner 
  

			
		
	By:	 	/s/ Stephen M. Souza
	 Name:
 Title:
	 	 Stephen M. Souza
 Vice President and
Treasurer


 L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC 

a Delaware limited liability company 
 By: L-3 COMMUNICATIONS
CORPORATION, 
 as Sole Member 
  

			
		
	By:	 	/s/ Stephen M. Souza
	Name:	 	Stephen M. Souza
	Title:	 	Vice President and Treasurer

 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:	 	/s/ Stephen M. Souza
	 Name:
 Title:
	 	 Stephen M. Souza
 Vice President and
Treasurer



  
 [Signature Page
to Waiver and Consent] 








 L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, 

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL 
 AVIATION LLC,

 L-3 COMMUNICATIONS VECTOR INTERNATIONAL 

AVIATION LLC, 
 each 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:	 	 /s/ Stephen M. Souza

	 Name:
 Title:
	 	 Stephen M. Souza

Vice President and Treasurer



  
 [Signature Page
to Waiver and Consent] 








 Acknowledged and Agreed: 
  

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ Kenneth J. Beck
	Name:	 	Kenneth J. Beck
	Title:	 	Director


  
 [Signature Page
to Waiver and Consent]