exv4w16






Execution
Version




A/B EXCHANGE

REGISTRATION RIGHTS AGREEMENT




Dated as
of October 2, 2009



by and among



L-3 Communications Corporation,




The Guarantors listed on the Signature Pages Hereto



and



Banc of America Securities LLC

Barclays Capital Inc.

Deutsche Bank Securities Inc.

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

Calyon Securities (USA) Inc.

Mitsubishi UFJ Securities (USA), Inc.

RBS Securities Inc.

Scotia Capital (USA) Inc.

SG Americas Securities, LLC

ANZ Securities, Inc.

BNY Mellon Capital Markets, LLC




As the Initial Purchasers



 









 





A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 2, 2009 by and among L-3 Communications Corporation, a Delaware corporation (the
“Company”) the guarantors listed on the signature pages hereto (collectively, the
“Existing Guarantors”), and Banc of America Securities LLC, Barclays
Capital Inc., Deutsche Bank
Securities Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (the
“Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined
below), each of whom has agreed to purchase the Company’s 5.20% Senior Notes due 2019 (the
“Series A Notes”) pursuant to the Purchase Agreement (as defined below).



     This Agreement is made pursuant to the Purchase Agreement, dated as of September 29,
2009 (the “Purchase Agreement”), by and among the Company, the Existing Guarantors
and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series
A Notes, the Company and the Existing Guarantors have agreed to provide the registration
rights set forth in this Agreement.



     The
parties hereby agree as follows:



SECTION 1 DEFINITIONS




     As used in this Agreement, the following capitalized terms shall have the following
meanings:



     Act: The Securities Act of 1933, as amended.



     Additional Guarantor: Any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.



     Broker-Dealer: Any broker or dealer registered under the
Exchange Act.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Consummate: A Registered Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued
in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof and (iii) the delivery by the Company to the
Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes that were tendered by Holders thereof pursuant to
the Exchange Offer.



     Damages Payment Date: With respect to the Series A Notes, each Interest Payment
Date.



     Effectiveness Target Date: As defined in Section 5.



     Exchange Act:
The Securities Exchange Act of 1934 as amended.



     Exchange Offer: The registration by the Company under the Act of the Series B
Notes (including the Subsidiary Guarantees) pursuant to a Registration Statement pursuant to
which the Company offers



 









 




the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such
outstanding Transfer Restricted Securities held by such Holders for Series B Notes and registered
Subsidiary Guarantees in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.




     Exchange
Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell
the Series A Notes to (i) certain “qualified institutional buyers,” as such term is defined in
Rule 144A under the Act, and (ii) outside the United States to Persons other than U.S. Persons
in offshore transactions meeting the requirements of rule 904 of Regulation S under the Act.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Guarantors: The Additional Guarantors and the Existing
Guarantors.



     Holders: As defined in Section 2 hereof.



     Indenture: The Indenture, dated as of the date hereof, among the Company, the
Existing Guarantors and The Bank of New York, as trustee (the “Trustee”), pursuant to
which the Notes are to be issued, as such Indenture is amended or supplemented from time to time
in accordance with the terms thereof.



     Initial Purchasers: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Notes.



     Notes: The Series A Notes and the Series B Notes.



     Offering Memorandum: As defined in the Purchase Agreement.



     Person: An individual, partnership, corporation, trust, limited liability company
or unincorporated organization, or a government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such Prospectus.



     Record Holder: With respect to any Damages Payment Date relating to Notes, each
Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which
such Damages Payment Date shall occur.



     Registration Default: As defined in
Section 5 hereof.



     Registrar: As defined in the Indenture.



     Registration Statement: Any registration statement of the Company relating to (a) an
offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions, of this Agreement, in each case including the Prospectus included
therein, all amendments and supplements



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thereto (including post-effective amendments) and all exhibits and material incorporated by
reference therein.




     Series B Notes: The Company’s 5.20% Senior Notes due 2019 to be issued pursuant
to the Indenture in the Exchange Offer.



     Shelf Filing Deadline: As defined in Section 4
hereof.



     Shelf Registration Statement: As
defined in Section 4 hereof.



     Special Interest:
As defined in Section 5 hereof.



     Subsidiary
Guarantee: The Guarantee by a Guarantor of the Company’s obligations under the
Notes and Indenture.



     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.



     Transfer Restricted Securities: Each Note (including the Subsidiary Guarantees),
until the earliest to occur of (a) the date on which such Note is exchanged by a person other
than a Broker-Dealer for a Series B Note in the Exchange Offer, (b) following the exchange by a
Broker-Dealer in the Exchange Offer of a Note for a Series B Note, the date on which such Series B
Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date
on which such Note (including the Subsidiary Guarantees) is effectively registered under the Act
and disposed of in accordance with the Shelf Registration Statement or (d) the date on which
such Note (including the Subsidiary Guarantees) is distributed to the public pursuant
to Rule 144 under the Act.



     Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the public.



SECTION 2 SECURITIES SUBJECT TO THIS AGREEMENT




          (a) Transfer Restricted Securities. The securities entitled to the benefits of
this Agreement are the Transfer Restricted Securities.




          (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder
of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns
Transfer Restricted Securities.




SECTION 3 REGISTERED EXCHANGE OFFER




          (a) Unless the Exchange Offer shall not be permissible under applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have been complied
with), the Company and the Guarantors shall (i) cause to be filed with the Commission as
promptly as practicable after the Closing Date, but in no event later than 180 days after the
Closing Date, a Registration Statement under the Act relating to the Series B Notes
(including the Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially
reasonable efforts to cause such Registration Statement to be declared effective by the
Commission as promptly as practicable, but in no event later than 270 days after the Closing
Date (which 270-day period shall be extended for a number of days equal to the number of
business days, if any, the Commission is officially closed during such period), (iii) in
connection with the








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foregoing, file (A) all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings in connection with the registration and qualification of the
Series B Notes (including the Subsidiary Guarantees) to be made, under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting registration of the Series B Notes (including the
Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to
permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.




          (b) The Company and the Guarantors shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open for a period
of not less
than the minimum period required under applicable federal and state securities laws to
Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20
business days. The
Company and the Guarantors shall cause the Exchange Offer to comply with all applicable
federal and
state securities laws. No securities other than the Notes (including the Subsidiary
Guarantees) shall be
included in the Exchange Offer Registration Statement. The Company and the Guarantors shall
use all
commercially reasonable efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has become effective, but
in no event
later than 30 business days thereafter.




          (c) The Company and the Guarantors shall indicate in a “Plan of Distribution”
section contained in the Prospectus contained in the Exchange Offer Registration Statement
that any
Broker-Dealer who owns Series A Notes that are Transfer Restricted Securities and that were
acquired for
its own account as a result of market-making activities or other trading activities (other
than Transfer
Restricted Securities acquired directly from the Company), may exchange such Series A Notes
pursuant
to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the
meaning of the Act and must, therefore, deliver a Prospectus meeting the requirements of the
Act in
connection with any resales of the Series B Notes received by such Broker-Dealer in the
Exchange Offer,
which Prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the
Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of
Distribution” section
shall also contain all other information with respect to such resales by Broker-Dealers that
the Commission may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution”
shall not name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer
except to the extent required by the Commission.




          The Company and the Guarantors shall use commercially reasonable efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) below to the extent necessary to ensure that it is available for
resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of
this Agreement, the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of 210 days from the date on which the Exchange Offer Registration
Statement is declared effective or such shorter period that will terminate when all Notes covered
by the Exchange Offer Registration Statement have been exchanged in the Exchange Offer.




          The Company and the Guarantors shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such 210 day period
in order to facilitate such resales.








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SECTION
4 SHELF REGISTRATION




          (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file
the Exchange Offer Registration Statement or permitted to Consummate the Exchange Offer
because the
Exchange Offer is not permitted by applicable law or Commission policy (after the procedures
set forth in
Section 6(a) below have been complied with) or (ii) any Holder of Transfer Restricted
Securities that is a
“qualified institutional buyer,” as such term is defined in Rule 144A under the Act or an
institutional
“accredited investor,” as such term is defined in Rule 501(a)(l), (2), (3) and (7) under the
Act shall notify
the Company prior to the 20th day following the Consummation of the Exchange Offer
that such Holder
alone or together with holders who hold in the aggregate at least $1.0 million in principal
amount of
Series A Notes (A) is prohibited by applicable law or Commission policy from participating in
the
Exchange Offer, or (B) may not resell the Series B Notes acquired by it in the Exchange Offer
to the
public without delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such Holder, or (C)
is a Broker-Dealer and holds Series A Notes acquired directly from the Company or an affiliate of the
Company, the
Company and the Guarantors shall:





     (i)
cause to be filed with the Commission a shelf Registration Statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration Statement”) on or prior to the
earliest to occur of (A) the 30th day after the date on which the Company
determines that it is not required to file the Exchange Offer Registration Statement, or
permitted to Consummate the Exchange Offer and (B) the 30th day after the date on
which the Company receives notice from a Holder of Transfer Restricted Securities as
contemplated by clause (ii) of paragraph (a) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all
Transfer Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and




     (ii) use all commercially reasonable efforts to cause such Shelf Registration Statement
to
be declared effective by the Commission on or before the 90th day after the Shelf Filing
Deadline.


The Company and the Guarantors shall use commercially reasonable efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of
this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as announced from time to time, for
a period of at least two years following the Closing Date or such shorter period that will
terminate when all Notes covered by the Shelf Registration Statement have been sold pursuant to
the Shelf Registration Statement or become eligible for resale pursuant to Rule 144 without
volume or other restrictions.




          (b) Provision by Holders of Certain Information in Connection with the Shelf
Registration Statement. No Holder of Transfer Restricted Securities may include any
of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless
and until such
Holder furnishes to the Company in writing, within 10 business days after receipt of a request
therefor,
such information as the Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer
Restricted Securities shall be entitled to Special interest pursuant to Section 5 hereof
unless and until such
Holder shall have used its best efforts to provide all such reasonably requested information.
Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company





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all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.




SECTION 5 SPECIAL INTEREST




     If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in sections 3(a) and 4(a), as
applicable, (ii) any of such required Registration Statements has not been declared effective by
the Commission on or prior to the date specified for such effectiveness in sections 3(a) and 4(a),
as applicable, (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been
Consummated within 30 business days after the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement, or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within five business days by a
post-effective amendment to such Registration Statement that cures such failure and that is itself
immediately declared effective (each such event referred to in clauses (i) through (iv), a
“Registration Default”), the Company agrees to pay special, interest (“Special
Interest”) to each Holder of Transfer Restricted Securities with respect to the first
90-day period immediately following the occurrence of such Registration Default, in an amount equal
to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder.
The amount of the Special Interest shall increase by an additional 0.25% per annum in principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Special Interest 0.5% per annum of
the principal amount of Transfer Restricted Securities. The Company shall in no event be required
to pay Special Interest for more than one Registration Default at any given time. All accrued
Special Interest shall be paid to Record Holders by the Company and the Guarantors by wire transfer
of immediately available funds or by federal funds check on each Damages Payment Date, as provided
in the Indenture. Following the cure of all Registration Defaults relating to any particular
Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer
Restricted Securities will cease.



     All payment obligations of the Company and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such time as all such
payment obligations with respect to such Security shall have been satisfied in full provided,
however, that the Special Interest shall cease to accrue on the day immediately prior to the date
such Transfer Restricted Securities cease to be Transfer Restricted Securities.



SECTION 6 REGISTRATION PROCEDURES




          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall
use commercially reasonable efforts to effect such exchange to permit the sale of Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof, and shall comply with all of the following provisions:





          (i) If in the reasonable opinion of counsel to the Company and the Guarantors there
is a question as to whether the Exchange Offer is permitted by applicable law, the Company
and the Guarantors hereby agree to seek a no-action letter or other favorable decision from
the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for
such Series A Notes. The Company and the Guarantors hereby agree to pursue the issuance of
such a decision to the Commission staff level but shall not be required to take
commercially unreasonable action to effect a change of Commission policy. The Company



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and the Guarantors hereby agree however, to (A) participate in telephonic
conferences with the Commission, (B) deliver to the Commission staff an analysis prepared
by counsel to the Company and the Guarantors setting forth the legal bases, if any, upon
which such counsel has concluded that such an Exchange Offer should be permitted and (C)
diligently pursue a resolution (which need not be favorable) by the Commission staff of
such submission.




          (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company and the Guarantors (which may be contained in the letter of transmittal contemplated
by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate
of the Company, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution of the
Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes
in its ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s and the Guarantors’ preparations for
the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Exchange Offer to participate in a distribution of the securities
to be acquired in the Exchange Offer (A) could not under Commission policy as in effect on
the date of this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any
no-action letter obtained pursuant to clause (i) above), and (B) must comply with the
registration and prospectus delivery requirements of the Act in connection with a secondary
resale transaction and that such a secondary resale transaction should be covered by an
effective Registration Statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Series
B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder
directly from the Company.




          (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
and the Guarantors shall provide a supplemental letter to the Commission (A) stating that
the Company and the Guarantors are registering the Exchange Offer in reliance on the
position of the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13,1988), Morgan Stanley and Co.. Inc.
(available June 5, 1991) and,
if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including
a representation that neither the Company nor any Guarantor has entered into any arrangement
or understanding with any Person to distribute the Series B Notes to be received in the
Exchange Offer and that to the best of the Company’s and each Guarantor’s information and
belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in
its ordinary course of business and has no arrangement or understanding with any Person to
participate in the distribution of the Series B Notes received in the Exchange Offer.



          (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall comply with all the provisions of Section
6(c) below
and shall use commercially reasonable efforts to effect such registration to permit the sale
of the Transfer
Restricted Securities being sold in accordance with the intended method or methods of
distribution
thereof, and pursuant thereto the Company and the Guarantors will as expeditiously as
possible prepare
and file with the Commission a Registration Statement relating to the registration on any
appropriate form
under the Act; which form shall be available for the sale of the Transfer Restricted
Securities in
accordance with the intended method or methods of distribution thereof.





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          (c) General Provisions. In connection with any Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted
Securities (including, without limitation, any Registration Statement and the related Prospectus
required to permit resales of Notes by Broker-Dealers), the Company and the Guarantors shall:





          (i) use all commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements (including, if
required by the Act or any regulation thereunder, financial statements of any Guarantors)
for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the
occurrence of any event that would cause any such Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company and the Guarantors shall file promptly an
appropriate amendment to such Registration Statement, in the case of clause (A), correcting
any such misstatement or omission, and, in the case of either clause (A) or (B), use
commercially reasonable efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter. Notwithstanding the foregoing, at any time
after Consummation of the Exchange Offer, the Company and the Guarantors may allow the Shelf
Registration Statement to cease to become effective and usable if (A) the board of directors
of the Company determines in good faith that it is in the best interests of the Company not
to disclose the existence of or facts surrounding any proposed or pending material corporate
transaction involving the Company and the Guarantors, and the Company notifies the Holders
within two business days after the Board of Directors makes such determination, or (B) the
Prospectus contained in the Shelf Registration Statement contains an untrue statement of the
material fact or omits to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided
that the two-year period referred to in Section 4(a) hereof during which the Shelf
Registration Statement is required to be effective and usable shall be extended by the
number of days during which such Registration Statement was not effective or usable pursuant
to the foregoing provisions;.




          (ii) subject to Section 6(c)(i), prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4
hereof, as applicable, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Act in a timely manner; and comply with the
provisions of the Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such Registration Statement
or supplement to the Prospectus;




          (iii) advise the underwriter(s), if any, and selling Holders of Transfer Restricted
Securities and, if requested by such Persons, to confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to any Registration Statement or any post-effective amendment thereto, when the
same has become effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Act or of the
suspension by any state securities commission of the qualification of the Transfer
Restricted Securities for offering or sale



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in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and
(D)
of the existence of any fact or the happening of any event that makes any statement of a material
fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement or the Prospectus in order to make the
statements therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state securities commission or
other regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the
Company and the Guarantors shall use commercially reasonable efforts to obtain the withdrawal
or lifting of such order at the earliest possible time;




          (iv) upon written request, furnish to each of the selling Holders of Transfer
Restricted Securities and each of the underwriter(s), if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review of such Holders and
underwriter(s), if any, for a period of at least five business days, and the Company and
the Guarantors will not file any such Registration Statement or Prospectus or any amendment
or supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) if a selling Holder of Transfer Restricted Securities
covered by such Registration Statement or the underwriter(s), if any, shall reasonably
object within 5 business days after receipt thereof;




          (v) upon written request, promptly prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus, provide copies of
such document to the selling Holders and to the underwriter(s), if any, make the Company’s
and the Guarantors’ representatives available for discussion of such document and other
customary due diligence matters, and include such information in such document prior to the
filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;




          (vi) in the case of a Shelf Registration Statement, make available at reasonable times at
the Company’s principal place of business for inspection by the selling Holders of Transfer
Restricted Securities, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney or accountant retained by such selling Holders or any
of the underwriter(s) who shall certify to the Company and the Guarantors that they have a
current intention to sell Transfer Restricted Securities pursuant to a Shelf Registration
Statement, such financial and other information of the Company and the Guarantors as reasonably
requested and cause the Company’s and the Guarantors’ officers, directors and employees to
respond to such inquiries as shall be reasonably necessary, in the reasonable judgment of
counsel to such Holders, to conduct a reasonable investigation; provided, however, that each
such party shall be required to maintain in confidence and not to disclose to any other person
any information or records reasonably designated by the Company in writing as being
confidential, until such time as (A) such information becomes a matter of public record
(whether by virtue of its inclusion in such Registration Statement or otherwise), or (B) such
person shall be required so to disclose such information pursuant to the subpoena or order of
any court or other governmental agency or body having jurisdiction over the matter (subject to
the requirements of such order, and only after such person shall have given the Company prompt
prior written notice of such requirement), or (C) such information is required to be set forth
in such Registration Statement or the Prospectus included therein or in an amendment to such
Registration Statement or an amendment or supplement to such Prospectus in order that
such Registration Statement,



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Prospectus,
amendment or supplement, as the case may be, does not contain an untrue statement of
a material fact or omit to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading;




          (vii)
if requested by any selling Holders of Transfer Restricted Securities
or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus,
pursuant to a supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter(s), if any, may reasonably request to have included therein,
including, without limitation, information relating to the “Plan
of Distribution” of the Transfer Restricted Securities information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor
and any other terms of the offering of the Transfer Restricted
Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment
as soon as practicable after the Company is notified of the matters to be incorporated in such
Prospectus supplement or post-effective amendment;




          (viii) upon request, furnish to each selling Holder of Transfer Restricted
Securities and each of the underwriter(s), if any, without charge, at least one copy of
the
Registration Statement, as first filed with the Commission, and of each amendment thereto,
including all documents incorporated by reference therein and all exhibits (including
exhibits
incorporated therein by reference);




          (ix) deliver to each selling Holder of Transfer Restricted Securities and each of the
underwriter(s), if any, without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may
request; the Company and the Guarantors hereby consent to the use of the Prospectus and any
amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if
any, in connection with the offering and the sale of the Transfer Restricted Securities covered
by the Prospectus or any amendment or supplement thereto;




          (x) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in order
to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any
Registration Statement contemplated by this Agreement, all to such extent as may be requested by
the Initial Purchaser or, in the case of registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of Transfer
Restricted Securities who hold at least 25% in aggregate principal amount of such class of
Transfer Restricted Securities; provided, that, the Company and the Guarantors shall not be
required to enter into any such agreement more than once with respect to all of the Transfer
Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering
into such agreement if the Board of Directors of the Company determines in good faith that it is
in the best interests of the Company and the Guarantors not to disclose the existence of or
facts surrounding any proposed or pending material corporate transaction involving the Company
and the Guarantors; and whether or not an underwriting agreement is entered into and whether or
not the registration is an Underwritten Registration, the Company and the Guarantors shall:




          (A) furnish to the Initial Purchasers, the Holders of Transfer Restricted Securities who
hold at least 25% in aggregate principal amount of such class of Transfer Restricted
Securities (in the case of a Shelf Registration Statement) and each underwriter, if any, in
such substance and scope as they may request and as are customarily made in connection with
an offering of debt securities pursuant to a Registration Statement (i) upon the



10









 






effective date of any Registration Statement (and if such Registration Statement contemplates an
Underwritten Offering of Transfer Restricted Securities upon the date of the closing under the
underwriting agreement related thereto) and (ii) upon the filing of any amendment or supplement
to any Registration Statement or any other document that is incorporated in any Registration
Statement by reference and includes financial data with respect to a fiscal quarter or year:




          (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) the respective Chairman of the Board, the respective
President or any Vice President and (z) the respective Chief Financial Officer of the
Company and each of the Guarantors confirming, as of the date thereof, the matters set
forth in paragraph (f) of Section 6 of the Purchase Agreement and such other matters as
such parties may reasonably request;




          (2) an opinion, dated the date, of effectiveness of the Shelf
Registration Statement, as the case may be, of counsel for the Company covering the
matters set forth in paragraphs (d) and (e) of Section 6 of the Purchase Agreement and
such other matter as such parties may reasonably request, and in any event including a
statement to the effect that such counsel has participated in conferences with officers
and
other representatives of the Company, representatives of the independent public
accountants for the Company, the Initial Purchasers’ representatives and the Initial
Purchasers’ counsel in connection with the preparation of such Registration Statement
and the related Prospectus and have considered the matters required to be stated therein
and the statements contained therein, although such counsel has not independently
verified the accuracy, completeness or fairness of such statements; and that such counsel
advises that, on the basis of the foregoing (relying as to materiality to a large extent
upon
facts provided to such counsel by officers and other representatives of the Company and
without independent check or verification), no facts came to such counsel’s attention that
caused such counsel to believe that the applicable Registration Statement, at the time
such Registration Statement or any post-effective amendment thereto became effective,
and, in the case of the Exchange Offer Registration Statement, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements therein
not
misleading, or that the Prospectus contained in such Registration Statement as of its date
and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as
of the date of Consummation, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. Such counsel may state
further that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial data included in any Registration Statement contemplated
by this Agreement or the related Prospectus; and




          (3) a customary comfort letter, dated as of the date of
Consummation of the Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, from the Company’s independent
accountants, in the customary form and covering matters of the type customarily covered
in comfort letters by underwriters in connection with primary underwritten offerings, and
affirming the matters set forth in the comfort letters delivered pursuant to Section 6 of
the
Purchase Agreement, without exception;




11












 






          (B) set forth in full or incorporated by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




          (C) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with clause (A) above and with
any customary conditions contained in the underwriting agreement or other agreement entered
into by the Company and the Guarantors pursuant to this clause (x), if any.




          (xi) prior to any public offering of
Transfer Restricted Securities, cooperate with the
selling Holders of Transfer Restricted Securities, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of the Transfer
Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling
Holders of Transfer Restricted Securities or underwriter(s) may reasonably request and do any
and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement
filed pursuant to Section 4 hereof; provided, however, that the Company and the Guarantors shall
not be required to register or qualify as a foreign corporation where it is not now so qualified
or to take any action that would subject it to the service of process in suits or to taxation,
other than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject;




          (xii) shall issue, upon the request of any Holder of Series A Notes covered by the Shelf
Registration Statement, Series B Notes, having an aggregate principal amount equal to the
aggregate principal amount of Series A Notes surrendered to the Company by such Holder in exchange
therefor or being sold by such Holder; such Series B Notes to be registered in the name of such
Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Series
A Notes held by such Holder shall be surrendered to the Company for cancellation;




          (xiii) cooperate with the selling Holders of Transfer Restricted Securities and the
underwriter(s), if any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any restrictive legends;
and enable such Transfer Restricted Securities to be in such denominations and registered in such
names as the Holders or the underwriter(s), if any, may request at least two business days prior to
any sale of Transfer Restricted Securities made by such underwriter(s);




          (xiv) use commercially reasonable efforts to cause the Transfer Restricted Securities covered
by the Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities,
subject to the proviso contained in clause (xi) above;




          (xv) subject to clause (d)(i) above, if any fact or event contemplated by clause (d)(iii)(D)
above shall exist or have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading;



12









 






          (xvi)
provide a CUSIP number for all Transfer Restricted Securities not later than
the effective date of the Registration Statement and provide the Trustee under the
Indenture with printed certificates for the Transfer Restricted Securities which are in
a form eligible for deposit with The Depository Trust Company;




          (xvii) cooperate
and assist in any filings required to be made with FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with
the rules and regulations of FINRA;




          (xviii) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission, and make generally available to
its security
holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of
Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the
end of
any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in
a firm or best
efforts Underwritten Offering or (B) if not sold to underwriters in such an offering,
beginning
with the first month of the Company’s first fiscal quarter commencing after the
effective date of
the Registration Statement;




          (xix) cause the Indenture to be qualified under the TIA not later than the
effective date of the first Registration Statement required by this Agreement, and,
in connection
therewith, cooperate with the Trustee and the Holders of Notes to effect such
changes to the
Indenture as may be required for such Indenture to be so qualified in accordance
with the terms of
the TIA; and execute, and use commercially reasonable efforts to cause the Trustee
to execute, all
documents that may be required to effect such changes and all other forms and
documents
required to be filed with the Commission to enable such Indenture to be so qualified
in a timely
manner;




          (xx) provide promptly to each Holder upon request each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act; and




          (xxi) so long as any Transfer Restricted Securities remain outstanding, cause
each Additional Guarantor upon the creation or acquisition by the Company of such
Additional
Guarantor, to execute a counterpart to this Agreement in the form attached hereto as
Annex A and
to deliver such counterpart, together with an opinion of counsel as to the
enforceability thereof
against such entity, to the Initial Purchasers no later than five business days
following the
execution thereof.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition and will use its reasonable best efforts
to cause any underwriter to forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and
has received copies of any additional or supplemental filings that are incorporated by reference
in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth



13









 




in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof
to and including the date when each selling Holder covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated by Section
6(d)(xv) hereof or shall have received the Advice.




     The Company and the Guarantors may require each Holder of Transfer Restricted Securities as
to which any registration is being effected to furnish to the Company such information regarding
such Holder and such Holder’s intended method of distribution of the applicable Transfer
Restricted Securities as the Company may from time to time reasonably request in writing, but only
to the extent that such information is required in order to comply with the Act. Each such Holder
agrees to notify the Company as promptly as practicable of (i) any inaccuracy or change in
information previously furnished by such Holder to the Company or (ii) the occurrence of any
event, in either case, as a result of which any Prospectus relating to such registration contains
or would contain an untrue statement of a material fact regarding such Holder or such Holder’s
intended method of distribution of the applicable Transfer Restricted Securities or omits to state
any material fact regarding such Holder or such Holder’s intended method of distribution of the
applicable Transfer Restricted Securities required to be stated therein or necessary to make the
statements therein not misleading and promptly to furnish to the Company any additional
information required to correct and update any previously furnish to the Company any additional
information required to correct and update any previously furnished information or required so
that such Prospectus shall not contain, with respect to such Holder or the distribution of the
applicable Transfer Restricted Securities an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading.



     Notwithstanding anything herein to the contrary, any party to this Agreement (and any
employee, representative, or other agent of any party to this Agreement) may disclose to any and
all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the transactions contemplated by this Agreement (the “Transactions”) and
all materials of any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure; provided, however, that neither party (nor any
employee, representative or other agent thereof) shall disclose any information (a) that is not
relevant to an understanding of the U.S. federal income tax treatment or tax structure of the
Transactions or (b) to the extent such disclosure could result in a violation of any federal or
state securities laws.



SECTION 7 REGISTRATION EXPENSES




     All expenses incident to the Company’s and the Guarantors’ performance of or compliance with
this Agreement will be borne by the Company regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with FINRA (and, if
applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that
may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance
with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the Series B Notes to be issued in the Exchange Offer and
printing of Prospectuses), messenger and delivery services; (iv) all fees and disbursements of
counsel for the Company and the Guarantors and the Holders of Transfer Restricted Securities; and
(v) all fees and disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



     The Company will, in any event, bear its and the Guarantors’ internal expenses (including,
without limitation, all salaries and expenses of its’ officers and employees performing legal or
accounting



14









 




duties), the expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company or the Guarantors.




SECTION 8 INDEMNIFICATION




          (a) The Company and the Guarantors shall, jointly and severally, indemnify and hold
harmless each Holder of Transfer Restricted Securities, its officers and employees and each
person, if any, who controls any such Holders, within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including,
but not limited to, any loss, claim, damage, liability or action relating to purchases, sales and registration
of Notes), to which that Holder, officer, employee or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based
upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration
Statement or Prospectus or in any amendment or supplement thereto or (B) in any blue sky
application or other document prepared or executed by the Company or any Guarantor (or based upon any written
information furnished by the Company or any Guarantor) specifically for the purpose of qualifying
any or all of the Notes under the securities laws of any state or other jurisdiction (any such
application, document
or information being hereinafter called a “Blue Sky Application”), (ii) the omission or alleged
omission to state in any Registration Statement or Prospectus, or in any amendment or supplement thereto, or in
any Blue Sky Application any material fact required to be stated
therein or necessary to make the
statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by
any Holder in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and
which is included as part of or referred to in any loss, claim, damage, liability or action arising out of
or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors
shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a
court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from
any such acts or failures to act undertaken or omitted to be taken by such Holder through its gross
negligence or
willful misconduct), and shall reimburse each Holder and each such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred by that Holder,
officer,
employee or controlling person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are incurred; provided,
however,
that the Company and the Guarantors shall not be liable in any such case to the extent that any
such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged
untrue
statement or omission or alleged omission made in any Registration Statement or Prospectus, or in
any
such amendment or supplement, or in any Blue Sky Application, in reliance upon and in conformity
with
written information concerning such Holder furnished to the Company by or on behalf of any Holder
specifically for inclusion therein. The foregoing indemnity agreement is in addition to any
liability which
the Company and the Guarantors may otherwise have to any Holder or to any officer, employee or
controlling person of that Holder.




          (b) Each Holder, severally and not jointly, shall indemnify and hold harmless the
Company and the Guarantors, their respective officers and employees, each of their
respective directors,
and each person, if any, who controls the Company or the Guarantors within the meaning of
the Securities
Act, from and against any loss, claim, damage or liability, joint or several, or any action
in respect,
thereof, to which the Company, the Guarantors or any such director, officer or controlling
person may
become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or
action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement
of a material
fact contained (A) in any Registration Statement or Prospectus, or in any amendment or
supplement
thereto, or (B) in any Blue Sky Application or (ii) the omission or alleged omission to
state in any
Registration Statement or Prospectus, or in any amendment or supplement thereto, or in any
Blue Sky
Application any material fact required to be stated therein or necessary to make the
statements therein not





15









 







misleading, but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written
information concerning such Holders furnished to the Company by or on behalf of that Holder
specifically for inclusion therein, and shall reimburse the Company, the Guarantors and any such
director, officer or controlling person for any legal or other expenses reasonably incurred by the
Company, the Guarantors or any such director; officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any
liability which any Holder may otherwise have to the Company, the Guarantors or any such director,
officer, employee or controlling person. The Company and the Guarantors shall be entitled to
receive indemnities from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution of such Registrable Securities to the
same extent as provided above with respect to information or affidavit furnished in writing by
such Persons as provided specifically for in any Prospectus or Registration Statement.




          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim
or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it may have under this
Section 8 except to the extent it has been materially prejudiced by such failure and, provided
further, that the failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, any indemnified party
shall have the right to employ separate counsel in any such action and to participate in the
defense thereof but the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the employment thereof has been specifically authorized by the
indemnifying party in writing, (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different from or additional
to those available to the indemnifying party and in the reasonable judgment of such counsel it is
advisable for such indemnified party to employ separate counsel or (iii) the indemnifying party has
failed to assume the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action on behalf of such
indemnified party, it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local
counsel) at any time for all such indemnified parties, which firm shall be designated in writing by
Banc of America Securities LLC, if the indemnified parties under this Section 8 consist of any
Initial Purchaser or any of their respective officers, employees or controlling persons, or by the
Company, if the indemnified parties under this Section consist of the Company, the Guarantors or
any of their respective directors, officers, employees or controlling persons. No indemnifying
party shall (i) without the prior written consent of the indemnified parties (which consent shall
not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties








16









 







are actual or potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement
of any such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with the consent of the indemnifying party or if
there be a final judgment of the plaintiff in any such action, the indemnifying party agrees
to indemnify and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment.




          (d) If the indemnification provided for in this Section 8 shall for any reason be unavailable
to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of
any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be appropriate, to
reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the
Holders on the other, from the offering of the Notes or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative fault of the
Company and the Guarantors, on the one hand and the Holders on the other with respect to the
statements or omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantors, on the one hand and the Holders on the other with
respect to such offering shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Series A Notes purchased under the Purchase Agreement (before deducting
expenses) received by the Company and the Guarantors, on the one hand, and the total discounts and
commissions received by the Holders with respect to the Series A Notes purchased under this
Agreement, on the other hand, bear to the total gross proceeds from the offering of the Series A
Notes under the Purchase Agreement. The relative fault shall be
determined by reference to whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state
a material fact relates to information supplied by the Company, the Guarantors or the Holders, the
intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, the Guarantors and the Holders agree
that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be
determined by pro rata allocation (even if the Holders were treated as one entity for such purpose)
or by any other method of allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in this Section shall
be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 8(d), no Holder shall be required to
contribute any amount in excess of the amount by which the net proceeds received by it. in
connection with its sale of Notes exceeds the amount of any damages which such Holder has otherwise
paid of become liable to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as
provided in this Section 8(d) are several and not joint.




SECTION 9 RULE 144A




     The Company and each Guarantor hereby agrees with each Holder of Transfer Restricted
Securities,, during any period in which the Company or such Guarantor is not subject to
Section 13 or 15(d) of the Exchange Act within the two-year period following the Closing
Date, to make available to any Holder or beneficial owner of Transfer Restricted Securities,
in connection with any sale thereof and




17











 




any prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A.




SECTION 10 PARTICIPATION IN UNDERWRITTEN REGISTRATIONS




     No Holder may participate in any Underwritten Registration hereunder unless such Holder
(a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.



SECTION 11 SELECTION OF UNDERWRITERS




     The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement
who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering at
such Holders’ expense. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities
included in such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.



SECTION 12 MISCELLANEOUS




          (a) Remedies. The Company and the Guarantors agree that monetary damages
(including the Special Interest contemplated hereby) would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree
to waive the defense in any action for specific performance that a remedy at law would be
adequate.




          (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will, on or
after the date of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. Except as disclosed in the Offering Memorandum or in the documents
incorporated therein by reference, neither the Company nor any Guarantor has previously entered
into any agreement granting any registration rights with respect to its securities to any Person
that is inconsistent with the terms of this Agreement. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the rights granted to
the holders of the Company’s or any Guarantor’s securities under any agreement in effect on the
date hereof.




          (c) Adjustments Affecting the Notes. The Company and the Guarantors will not take
any action, or permit any change to occur, with respect to the Notes that would materially and
adversely affect the ability of the Holders to Consummate any Exchange Offer.




          (d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof
may not be given unless the Company has obtained the written consent
of Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively
to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may









18









 







be given by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities being tendered or registered.




          (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or
certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight
delivery:





          (i) if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the Indenture; and




          (ii) if to the Company or the Guarantors:




L-3 Communications Corporation

600 Third Avenue, 34th Floor,

New York, New York 10016,

Attention: Steve Post (Fax: 212-805-5494),




With a copy to:




Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY, 10017

Attention: Vincent Pagano Jr. (Fax: 212-455-2502)



     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee at the address specified in the
Indenture.



          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation
and without the need for an express assignment, subsequent Holders; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.




          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.




          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected or impaired
thereby.







19









 








          (k) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the registration
rights granted by the Company and the Guarantors with respect to the
Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.




[Signature pages follow]








20









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.



Dated as of October 2, 2009




	 	 	 	 	 
	 	L-3 COMMUNICATIONS CORPORATION

 	 
	 	By:  	/s/ Steven M. Post
 	 
	 	 	Name:  	Steven M. Post  	 
	 	 	Title:  	Senior Vice President, General Counsel and Corporate Secretary 	 
	 



BROADCAST SPORTS INC.

D.P. ASSOCIATES, INC.

ELECTRODYNAMICS, INC.

HENSCHEL INC.

INTERNATIONAL RESOURCES GROUP LTD.

INTERSTATE ELECTRONICS CORPORATION

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 CRESTVIEW AEROSPACE CORPORATION

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 FOREIGN HOLDINGS, INC.

L-3 COMMUNICATIONS GENEVA AEROSPACE, INC.

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 NAUTRONIX HOLDINGS, INC.

L-3 COMMUNICATIONS NOVA ENGINEERING, INC.

L-3 COMMUNICATIONS SAFEVIEW, INC.

L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC.

L-3 COMMUNICATIONS SONOMA EO, INC.




REGISTRATION
RIGHTS AGREEMENT




 









 








L-3 COMMUNICATIONS TCS, INC.

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.

LINCOM WIRELESS, 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.

TROLL TECHNOLOGY CORPORATION

WESCAM AIR OPS INC.

WESCAM HOLDINGS (US) INC.




	 	 	 	 	 
	As Guarantors

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



REGISTRATION RIGHTS AGREEMENT




 









 







L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC

L-3 COMMUNICATIONS SHARED SERVICES, LLC




	 	 	 	 	 
	As Guarantors

 	 	 
	By:  	L-3 COMMUNICATIONS CORPORATION, as Sole Member
 	 	 
	 
	By:  	/s/ Steven M. Post
 	 	 
	 	Name:  	Steven M. Post 	 	 
	 	Title:  	Senior Vice President, General Counsel and Corporate Secretary 	 	 



L-3 COMMUNICATIONS FLIGHT CAPITAL LLC

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC

L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC




	 	 	 	 	 
	As Guarantors

 	 	 
	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/ Steven M. Post
 	 	 
	 	Name:  	Steven M. Post 	 	 
	 	Title:  	Senior Vice President, Secretary 	 	 



L-3 COMMUNICATIONS VERTEX AEROSPACE LLC




	 	 	 	 	 
	As a Guarantor

 	 	 
	By:  	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as Sole Member
 	 	 
	 
	By:  	L-3 COMMUNICATIONS AIS GP CORPORATION, as General Partner
 	 	 
	 
	By:  	/s/ Steven M. Post
 	 	 
	 	Name:  	Steven M. Post 	 	 
	 	Title:  	Senior Vice President, Secretary 	 	 



REGISTRATION RIGHTS AGREEMENT





 









 








          In Witness Whereof, the parties have executed this Agreement as of the date
first written above.




	 	 	 	 	 
	 	For themselves and as
representatives of
the several Initial Purchasers



BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/ R. Keith Harman
 	 
	 	 	Name:  	R. Keith Harman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BARCLAYS CAPITAL INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SENIOR NOTES REGISTRATION RIGHTS AGREEMENT





 









 








          In Witness Whereof, the parties have executed this Agreement as of the date first
written above.




	 	 	 	 	 
	 	For themselves and as
representatives of
the several Initial Purchasers



BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BARCLAYS CAPITAL INC.

 	 
	 	By:  	/s/ Stephen Feinstein
 	 
	 	 	Name:  	Stephen Feinstein 	 
	 	 	Title:  	Managing Director 	 
	 



SENIOR NOTES REGISTRATION RIGHTS AGREEMENT





 









 








Annex A




Counterpart To Registration Rights Agreement



The undersigned hereby absolutely, unconditionally and irrevocably agrees (as a “Guarantor”) to use
commercially reasonable efforts to include its Subsidiary Guarantee in any Registration Statement
required to be filed by the Company and the Guarantors pursuant to the Registration Rights
Agreement, dated as of October 2, 2009, (the “Registration Rights Agreement”) by and among
L-3 Communications Corporation, a Delaware corporation, the
guarantors party thereto, Banc of
America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., SunTrust Robinson
Humphrey, Inc., Wells Fargo Securities, LLC, Calyon Securities (USA) Inc., Mitsubishi UFJ
Securities (USA), Inc., RBS Securities Inc., Scotia Capital (USA) Inc., SG Americas Securities,
LLC, ANZ Securities, Inc. and BNY Mellon Capital Markets, LLC to use commercially reasonable
efforts to cause such Registration Statement to become effective as specified in the Registration
Rights Agreement; and to otherwise be bound by the terms and provisions, of the Registration Rights
Agreement.





     IN WITNESS WHEREOF, the undersigned has executed this Counterpart as of                     .



	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: