exv4w2






Exhibit 4.2

EXECUTION VERSION




L-3 COMMUNICATIONS CORPORATION

as Issuer




and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

 





First Supplemental Indenture




Dated as of May 21, 2010



 





$800,000,000 4.750% Senior Notes due July 15, 2020



 









 





          FIRST SUPPLEMENTAL INDENTURE dated as of May 21, 2010 among L-3 Communications Corporation, a
Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the
“Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).




WITNESSETH:




          WHEREAS, the Company and the Guarantors have heretofore entered into an Indenture, dated as of
May 21, 2010 (the “Original Indenture”), with the Trustee;




          WHEREAS, the Original Indenture is incorporated herein by this reference and the Original
Indenture, as supplemented by this First Supplemental Indenture, is herein called the “Indenture”;




          WHEREAS, under the Original Indenture, a new series of Securities may at any time be
established pursuant to a supplemental indenture executed by the Company and the Trustee;




          WHEREAS, the Company proposes to create under the Indenture a new series of Securities;




          WHEREAS, the Company desires to issue $800,000,000 in aggregate principal amount of Notes (as
defined below), which will be a new series of Securities under the Indenture; and




          WHEREAS, all conditions necessary to authorize the execution and delivery of this First
Supplemental Indenture and to make it a legal, valid and binding obligation of the Company have
been done or performed.




          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree to the following provisions:




          Capitalized terms used but not defined herein have the meanings ascribed thereto in the
Original Indenture.




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ARTICLE I




4.750
% Senior Notes due 2020




          SECTION 1.01 Establishment and Terms.




          There is hereby established a new series of Securities to be issued under the Indenture, to be
designated as the Company’s 4.750 % Senior Notes due 2020 (the “Notes”).




          The aggregate principal amount of Notes that may be authenticated and delivered under the
Indenture is unlimited. The Notes that are to be authenticated and delivered on the date hereof
(the “Initial Notes”) will be in an aggregate principal amount of $800,000,000.




          With respect to any additional Notes (the “Additional Notes”) the Company elects to issue
under the Indenture, the Company shall set forth in an Officers’ Certificate the following
information:





	 	(i)	 	the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture; and
	 
	 	(ii)	 	the issue price and the issue date of such Additional Notes,
including the date from which interest shall accrue.





          For purposes of the Indenture, notes will not be deemed to be Additional Notes of a series
unless the maturity date, interest payment dates, record dates and interest rate are identical to
the Initial Notes for that series.




          The Initial Notes and any Additional Notes shall be considered collectively as a single class
for all purposes of the Indenture. Holders of the Initial Notes and any Additional Notes will vote
and consent together on all matters to which such Holders are entitled to vote or consent as one
class, and none of the Holders of the Initial Notes or any Additional Notes shall have the right to
vote or consent as a separate class on any matter to which such Holders are entitled to vote or
consent.




          The Notes shall each be issued in the form of one or more Global Securities in substantially
the form set out in Exhibit A. The initial Depositary with respect to the Notes shall be
The Depository Trust Company (“DTC”).




          SECTION 1.02 Maturity, Payment of Principal and Interest.




          The Notes will mature on July 15, 2020.




          The Notes will bear interest at the rate of 4.750% per annum. The interest payment dates with
respect to the Notes will be January 15 and July 15 of each year. The first interest payment date
with respect to the Initial Notes will be January 15, 2011. Interest payable on January 15 and
July 15, shall be paid to the Person in whose name the applicable Note is registered on the
immediately preceding January 1 and July 1, respectively. Interest on the




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Initial Notes will accrue from May 21, 2010. Interest will be computed on the basis of a
360-day year of twelve 30-day months.




          All payments of principal, premium (if any) and interest on the Notes shall be made in
accordance with Section 4.1 of the Original Indenture and in the manner set forth in Section 2.13
of the Original Indenture and Exhibit A hereto.




          SECTION 1.03 No Sinking Fund or Payments of Additional Amounts.The Notes will not be
subject to a sinking fund and no payments of Additional Amounts shall be made on the Notes.




          SECTION 1.04 Optional Redemption.




          The Company may, at its option, redeem the Notes in whole at any time or in part from time to
time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the
greater of:





	 	(i)	 	100% of the principal amount of the Notes being redeemed, and
	 
	 	(ii)	 	the present value of the Remaining Scheduled Payments on the
Notes being redeemed on the redemption date, discounted to the date of
redemption, on a semiannual basis, at the Treasury Rate plus 25 basis points.





          If the Company elects to redeem the Notes pursuant to this Section 1.04, it shall also pay
accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on
the relevant record date to receive interest due on the relevant interest payment date.




          In determining the redemption price and accrued interest pursuant to this Section 1.04,
interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.




          For the purposes of this Section 1.04, the following definitions are applicable:




          “Comparable Treasury Issue” means, with respect to the Notes, the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.




          “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such
release (or any successor release) is not published or does not contain such price on such Business
Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference




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Treasury Dealer Quotations, or (B) if the Trustee is given fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.




          “Reference Treasury Dealer” means (A) Banc of America Securities LLC, Barclays Capital Inc.,
Deutsche Bank Securities Inc., (or their respective affiliates which are Primary Treasury Dealers)
and each of their successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer; and (B) any other Primary
Treasury Dealer(s) selected by us.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such redemption date.




          “Remaining Scheduled Payments” means, with respect to any Notes, the remaining scheduled
payments of the principal thereof to be redeemed and interest thereon that would be due after the
related redemption date but for such redemption; provided, however, that, if such redemption date
is not an interest payment date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to
such redemption date.




          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.




          SECTION 1.05 Offer To Repurchase Upon Change Of Control Triggering Event.




          (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has
exercised its right to redeem the Notes pursuant to Section 1.04 of this First Supplemental
Indenture, each Holder shall have the right to require the Company to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes
pursuant to the offer described below (the “Change of Control Offer ”) at an offer price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase (the “Change of Control Payment ”), subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest payment date. Within 30 days
following the date upon which any Change of Control Triggering Event occurs, or at the Company’s
option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change
of Control Triggering Event, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering to repurchase Notes
on the date specified in such notice, which date shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the
procedures required by the Indenture and described in such notice. The notice, if mailed prior to
the occurrence of the Change of Control Triggering




- 4 -









 




Event, shall state that the Change of Control Offer is conditioned on the occurrence of a
Change of Control Triggering Event on or prior to the Change of Control Payment Date. The Company
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control Triggering Event.




          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:





     (i) accept for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer and not withdrawn;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered and not withdrawn; and




     (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Company.


The Paying Agent shall promptly transmit to each Holder of Notes so tendered the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and transmit (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof.



The Company will not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in Article III of the Original Indenture
and this Section 1.05 applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.




          (c) For the purposes of this Section 1.05, the following definitions are applicable:




          “Change of Control” means the occurrence of any one of the following:




          (1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole to any person (as that term is used in
Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;




          (2) the consummation of any transaction (including without limitation, any merger or
consolidation) the result of which is that any person (as defined above) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than
number of shares, other than by a person whose outstanding Voting




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Stock, measured by voting power rather than number of shares, is owned 100%, directly or
indirectly, by Holdings;




               (3) the first day on which the majority of the members of the board of directors of the
Company cease to be Continuing Directors; or



               (4) the adoption of a plan relating to the liquidation or dissolution of the Company.



          “Change of Control Triggering Event” means the Notes cease to be rated Investment Grade by at
least two of the three Rating Agencies on any date during the 60-day period (the “Trigger Period”)
commencing on the earlier of (1) the occurrence of a Change of Control and (2) public notice of the
pending occurrence of a Change of Control or our intention to effect a Change of Control (which
Trigger Period will be extended for so long as any of the Rating Agencies has publicly announced
that it is considering a possible ratings change).




          Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have
occurred in connection with any particular Change of Control (1) if the Rating Agencies making the
reduction in rating that causes the Notes to cease to be rated Investment Grade do not announce or
publicly confirm or inform the Trustee in writing at its request that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a result of, or in
respect of, the applicable Change of Control (whether or not the applicable Change of Control has
occurred at the time of the ratings reduction) and (2) unless and until such Change of Control has
actually been consummated.




          “Continuing Directors” means, as of any date of determination, any member of the board of
directors of the Company who (1) was a member of such board of directors on the date hereof; or (2)
was nominated for election or elected to such board of directors with the approval of a majority of
the Continuing Directors who were members of such board of directors at the time of such nomination
or election.




          “Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.




          “Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any
successor rating categories of Fitch); a rating of Baa3 or better by Moody’s (or its equivalent
under any successor rating categories of Moody’s); and a rating of BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P).




          “Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, and its
successors.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.




          “Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P
and Fitch ceases to provide rating services to issuers or investors, the Company may appoint a
replacement for such Rating Agency that is reasonably acceptable to the Trustee.




          “Voting Stock” of any specified Person as of any date means the capital stock of such Person
that is at the time entitled to vote generally in the election of the board of directors of such
Person.




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          SECTION 1.06 Denominations. The Notes shall be issued only in fully registered
book-entry form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.




ARTICLE II




MISCELLANEOUS




          SECTION 2.01 Trustee Matters. The recitals in this First Supplemental
Indenture are made by the Company only and not by the Trustee, and all of the provisions contained
in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of
the Trustee shall be applicable in respect of the Notes and of this First Supplemental Indenture as
fully and with like effect as if set forth herein in full.




          SECTION 2.03 Ratification. The Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this First Supplemental Indenture shall be
read, taken and construed as one and the same instrument; provided that, in case of conflict
between this First Supplemental Indenture and the Original Indenture, this First Supplemental
Indenture shall control.




          SECTION 2.05 Counterpart Originals. This First Supplemental Indenture
may be simultaneously executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute one and the same instrument.




          SECTION 2.07 Performance by DTC, Euroclear or Cede & Co. Neither the
Company nor the Trustee shall have any responsibility for the performance of DTC, Euroclear or Cede
& Co., or any of their participants, direct or indirect, of their respective obligations under the
rules and procedures governing their operations.




          SECTION 2.09 Trust Indenture Act Controls. If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with the duties imposed by operation of
Section 318(c) of the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), the
imposed duties shall control.




          SECTION 2.10 Effect of Headings. The Article and Section headings herein
have been inserted for convenience of reference only, are not to be considered a part hereof and
shall in no way modify or restrict any of the terms or provisions hereof.




          SECTION 2.12 Governing Law. This First Supplemental Indenture and the
Notes shall be governed by and construed in accordance with the laws of the State of New York.




          SECTION 2.14 Provisions for the Sole Benefit of Parties and Holders.
Nothing in the Original Indenture, as supplemented, amended and modified by this First Supplemental
Indenture, or in the Notes, expressed or implied, is intended or shall be construed to confer upon,
or to give or grant to, any person or entity, other than the Company, the Trustee, the Paying Agent
and the registered owners of the Notes, any legal or equitable right, remedy or claim under or by
reason of the Indenture or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in the Indenture contained by and on behalf
of the Company shall be for the sole and exclusive benefit of the Company, the Trustee, the
Paying Agent and the registered owners of the Notes.




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          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the day and year first above written.




	 	 	 	 	 
	 	L-3 COMMUNICATIONS CORPORATION, as Issuer

 	 
	 	By:  	/s/ Steven M. Post 	 
	 	 	Name:  	Steven M. Post 	 
	 	 	Title:  	Senior Vice President, General

Counsel and Corporate Secretary 	 
	 



Guarantors:

BROADCAST SPORTS INC.

D.P. ASSOCIATES, INC.

ELECTRODYNAMICS, INC.

INTERNATIONAL RESOURCES GROUP LTD.

INTERSTATE ELECTRONICS CORPORATION

LINCOM WIRELESS, INC.

L-3 CHESAPEAKE SCIENCES CORPORATION

L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS TECHNOLOGY, INC.

L-3 COMMUNICATIONS AIS GP CORPORATION

L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC.

L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.

L-3 COMMUNICATIONS CINCINNATI ELECTRONICS, INC.

L-3 COMMUNICATIONS CYTERRA CORPORATION

L-3 COMMUNICATIONS DYNAMIC POSITIONING AND CONTROL SYSTEMS, INC.

L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.

L-3 COMMUNICATIONS EO/IR, INC.

L-3 COMMUNICATIONS EOTECH, INC.

L-3 COMMUNICATIONS ESSCO, INC.

L-3 COMMUNICATIONS FLIGHT CAPITAL LLC

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC

L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC.

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC

L-3 COMMUNICATIONS INFRAREDVISION TECHNOLOGY CORPORATION

L-3 COMMUNICATIONS INVESTMENTS INC.

L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC.

L-3 COMMUNICATIONS MARIPRO, INC.

L-3 COMMUNICATIONS MOBILE-VISION, INC.

L-3 COMMUNICATIONS NOVA ENGINEERING, INC.

L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC.

L-3 COMMUNICATIONS SHARED SERVICES, LLC

L-3 COMMUNICATIONS SONOMA EO, INC.

L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC

L-3 COMMUNICATIONS VERTEX AEROSPACE LLC

L-3 COMMUNICATIONS WESTWOOD CORPORATION




 









 








L-3 FUZING AND ORDNANCE SYSTEMS, INC.

L-3 G.A. INTERNATIONAL, INC.

L-3 GLOBAL COMMUNICATIONS SOLUTIONS, INC.

L-3 SERVICES, INC.

L-3 UNMANNED SYSTEMS, INC.

MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED

MICRODYNE CORPORATION

MICRODYNE OUTSOURCING INCORPORATED

PAC ORD INC.

POWER PARAGON, INC.

SPD ELECTRICAL SYSTEMS, INC.

SPD SWITCHGEAR INC.

TITAN FACILITIES, INC.



As Guarantors




	 	 	 	 	 	 	 

	 

	 	By:

Name:
	 	/s/ Steven M. Post
 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President, Secretary	 	 





L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware limited partnership



As a Guarantor




	 	 	 	 	 	 	 

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

	 	By:

Name:
	 	/s/ Steven M. Post
 

Steven M. Post
	 	 
	 

	 	Title:
	 	Senior Vice President, Secretary	 	 











 









 







THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

     as Trustee




	 	 	 	 	 

	By:
	 	/s/ Raymond K. O’Neil 	 	 
	 

	 	 

Name: Raymond K. O’Neil
	 	 
	 

	 	Title: Senior Associate	 	 






 









 





EXHIBIT A

FORM OF 2020 NOTE




[FACE OF SECURITY]



     [Global Note]

[Certificated Note]



          [IF THIS SECURITY IS TO BE A GLOBAL NOTE, IT SHALL BEAR THE FOLLOWING LEGEND:]




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.




          [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST
COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO L-3 COMMUNICATIONS
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR




A-1









 




OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.




     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



A-2









 





L-3 COMMUNICATIONS CORPORATION




% SENIOR NOTES DUE 2020



			
	 	 	 
	No. ___
	 	CUSIP No.          
	 
	 	ISIN No.                              
	 
	 	$                    






          L-3 Communications Corporation, a Delaware corporation (the “Issuer”), for value received
promises to pay to Cede & Co., or registered assigns, the principal sum of                     
Dollars[, or such greater or lesser amount as indicated on the Schedule I hereto,]1
on [          ], 2020.




	 	 	 	 	 

	 

	 	Interest Payment Dates:
	 	and
	 
	 	 	 	 
	 

	 	Record Dates:
	 	and






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officers.



Dated:                                         




	 	 	 	 	 
	 	L-3 COMMUNICATIONS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Attest:




	 	 	 	 	 

	By
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 








 




			
	1.	 	To be included in any Global Note.




A-3









 









Certificate of Authentication:




This is one of the Securities of the series

designated therein referred to in the within-

mentioned Indenture.




THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee




	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 






A-4









 






[REVERSE OF SECURITY]




L-3 COMMUNICATIONS CORPORATION



% SENIOR NOTES DUE 2020



          This Security is one of a duly authorized issue of 4.750% Senior Notes Due 2020 (the
“Securities”) of L-3 Communications Corporation, a Delaware corporation (the “Issuer”). The Issuer
issued the Securities under an Indenture dated as of May 21, 2010 (the “Original Indenture”) among
the Issuer, the guarantors listed on the signature pages thereto and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental
Indenture dated as of May  , 2010 (the “First Supplemental Indenture” and, together with the
Original Indenture, the “Indenture”). Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.




     1. Interest. The Issuer promises to pay interest on the principal amount of this Security at
% per annum from                     , 2011 until maturity. The Issuer will pay interest semiannually
on [   ] and [   ] of each year, or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Securities will accrue from the most recent interest payment date on
which interest has been paid or, if no interest has been paid, from                     , 2010; provided
that if there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next succeeding interest
payment date, interest shall accrue from such next succeeding interest payment date; provided,
further, that the first interest payment date shall be [   ], 2011. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. The Issuer will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
record date next preceding the interest payment date, even if such Securities are canceled after
such record date and on or before such interest payment date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Issuer will pay the principal of and
interest on the Securities in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Such amounts shall be payable at the offices
of the Trustee or any Paying Agent, provided that at the option of the Issuer, the Issuer may pay
such amounts (1) by wire transfer with respect to Securities represented by a Global Note or (2) by
check payable in such money mailed to a Holder’s registered address with respect to any Security.



     3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar.
The Issuer may change any Paying Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder. The Issuer or any of the Issuer’s subsidiaries may act in any such capacity.



     4. Indenture. The terms of the Securities include those stated in the Indenture and the
provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the First Supplemental
Indenture; provided, that if any provision of the Indenture limits, qualifies or



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conflicts with the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control. Holders are referred to the Indenture and the TIA for a statement of such terms and
provisions. The Securities are unsecured senior obligations of the Issuer and rank equally with
all of the Issuer’s existing and future unsecured indebtedness. The Indenture provides for the
issuance of other series of debt securities thereunder.




     5. Optional Redemption.



          (a) The Issuer may, at its option, redeem the Securities in whole at any time or in part from
time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal
to the greater of:





     (i) 100% of the principal amount of the Securities being redeemed, and




     (ii) the present value of the Remaining Scheduled Payments on the Securities being
redeemed on the redemption date, discounted to the date of redemption, on a semiannual
basis, at the Treasury Rate plus [   ] basis points.



          (b) If the Issuer elects to redeem the Securities, it will also pay accrued and unpaid
interest, if any, to the date of redemption, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date. In determining the
redemption price and accrued interest, interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.




     6. Mandatory Redemption.



          Except as set forth in paragraph 7 below, the Issuer shall not be required to make mandatory
redemption payments with respect to the Securities.




     7. Repurchase At Option Of Holder.



          Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has exercised
its right to redeem the Securities as described above, each Holder will have the right to require
the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of such Holder’s Securities pursuant to the offer described below (the “Change of
Control Offer ”) at an offer price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment ”),
subject to the rights of Holders on the relevant record date to receive interest due on the
relevant interest payment date; provided, that the Issuer will not be required to make a Change of
Control Offer upon a Change of Control Triggering Event if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all
Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days
following the date upon which any Change of Control Triggering Event occurs, or at the Issuer’s
option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change
of Control Triggering Event, the Issuer will mail a notice to each Holder describing the events
constituting a Change of Control Triggering Event






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(including the transaction or transactions that constitute the Change of Control) and offering
to repurchase Securities on the date specified in such notice, which date will be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”), pursuant to the procedures required by the Indenture and described in such notice.
The notice, if mailed prior to the occurrence of the Change of Control Triggering Event, will state
that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering
Event on or prior to the Change of Control Payment Date. The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection with the repurchase
of the Securities as a result of a Change of Control Triggering Event.




     8. Notice of Redemption.



          Notice of redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder whose Securities are to be redeemed at its registered address.
Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples
of $1,000, unless all of the Securities held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Securities or portions thereof called for redemption.




     9. Denominations, Transfer, Exchange.



          The Securities are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Issuer may
require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The
Issuer need not exchange or register the transfer of any Security or portion of a Security selected
for redemption, except for the unredeemed portion of any Security being redeemed in part. Also, it
need not exchange or register the transfer of any Securities for a period of 15 days before a
selection of Securities to be redeemed or during the period between a record date and the
corresponding interest payment date.




     10. Persons Deemed Owners.



          The registered Holder of a Security may be treated as its owner for all purposes.




     11. Amendment, Supplement and Waiver.



          Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of the then outstanding
Securities, and any existing default or compliance with any provision of the Indenture or the
Securities may be waived with the consent of the Holders of a majority in principal amount of the
then outstanding Securities (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Securities). Without the consent of any Holder of a
Security, the Indenture or the Securities may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Securities in addition to






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or in place of certificated Securities, to provide for the assumption of the Issuer’s
obligations to Holders of the Securities in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Securities or that does
not adversely affect the legal rights under the Indenture of any such Holder, to secure the
Securities or to add additional guarantors), to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust Indenture Act or to conform
the text of the Indenture or the Securities to any provision in the Prospectus, dated ___
        , 2010, with respect to the Securities, under the caption “Description of the Senior Notes,” to the
extent that such provision was intended to be a verbatim recitation of the Indenture, the
Subsidiary Guarantees or the Securities.




     12. Defaults and Remedies.



          An “Event of Default” means any of the following: (i) default for 30 days in the payment when
due of interest with respect to, the Securities; (ii) default in payment when due of the principal
of or premium, if any, on the Securities; (iii) failure by the Issuer to comply with the covenants
contained in section 1.05 of the First Supplemental Indenture or section 5.1 of the Original
Indenture; (iv) failure by the Issuer to comply with any of its other agreements in the Original
Indenture or the Securities for 90 days after written notice is received by the Issuer and the
Trustee from the Holders of at least 25% in aggregate principal amount of the Securities then
outstanding; (v) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness of the Issuer or any of its
Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Subsidiaries)
whether such Indebtedness or guarantee now exists, or is created after the date hereof, which
default relates to a payment at final maturity or results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of such Indebtedness,
together with the principal amount of all other Indebtedness that is not paid at final maturity or
results in the maturity of which has been so accelerated, aggregates $100.0 million or more; (vi)
failure by the Issuer or any of its Subsidiaries to pay final judgments aggregating in excess of
$100.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii)
certain events of bankruptcy or insolvency with respect to the Issuer or any of its Significant
Subsidiaries; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee of a
Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid.




          If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Securities by notice in writing, may declare the
principal amount of and accrued and unpaid interest on all the Securities to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the Issuer or any Significant
Subsidiary, the principal amount of and accrued and unpaid interest on all the Securities will
become due and payable without further action or notice. Holders of the Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of
the Securities notice of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium or interest) if it determines that
withholding notice is in their interest.







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          The Holders of a majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing
Default or Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Securities.




     13. Trustee Dealings with Issuer.



          The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or
its Affiliates, as if it were not the Trustee.




     14. No Recourse against Others.



          A director, officer, employee, incorporator or stockholder, of the Issuer or any Subsidiary of
the Issuer, as such, shall not have any liability for any obligations of the Issuer or any
Subsidiary of the Issuer under the Securities, the Indenture or the Subsidiary Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.




     15. Authentication. The Securities shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.



     17. Indenture to Control; Governing Law. In the case of any conflict between the provisions
of this Security and the Indenture, the provisions of the Indenture shall control. The Indenture
and the Securities shall be governed by and construed under the laws of the State of New York.



     18. Abbreviations and Definitions. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).



          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:





L-3 Communications Corporation

600 Third Avenue, 34th Floor

New York, New York 10016

Attention: Secretary

Telephone: (212) 697-1111



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SCHEDULE I2




          The initial aggregate principal amount of Securities evidenced by the Certificate to which
this Schedule is attached is $                    . The notations on the following table evidence
decreases and increases in the aggregate principal amount of Securities evidenced by such
Certificate.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	 	 	 	 	Securities Remaining	 	 	 	 
	Decrease in Principal	 	Increase in Principal	 	 	After Such Decrease	 	 	Notation by	 
	Amount of Securities	 	Amount of Securities	 	 	or Increase	 	 	Security Registrar	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	2	 	To be included in any Global Note.




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ASSIGNMENT FORM




          To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to                    



 




(Insert assignee’s social security or tax I.D. number)




      




      




      



(Print or type assignee’s name, address and zip code)




	 	 	 

	and irrevocably appoint
	 	 
	 

	 	 
	as agent to transfer this Security on the books of the Issuer. The agent may substitute another to
act for him.






	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Sign exactly as your name appears on 

the face of this Security)






	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Participant in a Recognized Signature

Guaranty Medallion Program)






          This assignment relates to $___principal amount of      % Senior Notes due 2020 of L-3
Communications Corporation held in3 ___book-entry or ___definitive form by
                     (the “Transferor”).




          The Transferor has requested the Trustee by written order to exchange or register the transfer
of a Note or Notes.




	 	 	 	 	 

	 	 	 
	 	 	[INSERT NAME OF TRANSFEROR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	Address:	 	 





Date:                                        






 




			
	3.	 	Fill in blank or check appropriate box, as
applicable.






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