EX-10.1



 Exhibit 10.1 

SECOND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This SECOND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”) is dated as of
September 24, 2014, among L-3 COMMUNICATIONS CORPORATION, a Delaware corporation (“Borrower”), and the Required Lenders party hereto (the “Required Lenders”). This Consent is made with reference
to that certain Amended and Restated Credit Agreement, dated as of February 3, 2012 (as amended, restated, supplemented or otherwise modified from time to time (including pursuant to the Waiver identified below), the “Credit
Agreement”) among the Borrower, the certain Guarantors party thereto, the Lenders party thereto, and BANK OF AMERICA, N.A. (together with its permitted successors), as Administrative Agent. All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. 
 WITNESSETH: 

WHEREAS, pursuant to Section 7.01(ii) of the Credit Agreement, the Borrower is required to deliver to the Administrative Agent the
quarterly financial reports described therein, within 45 days after the end of each fiscal quarter of the Borrower (except with respect to the fourth quarter of each fiscal year); 

WHEREAS, pursuant to that certain Waiver and Consent to Amended and Restated Credit Agreement, dated as of August 7, 2014
(the “Waiver”), among the Borrower and the Lenders party thereto, the Lenders waived compliance with the 45-day requirement under Section 7.01(ii) of the Credit Agreement for delivery of the Borrower’s quarterly financial
reports for the fiscal quarter ending June 27, 2014 (such quarterly financial reports, the “Specified Financials”), and consented to the delivery by the Borrower of the Specified Financials no later than
September 25, 2014; 
 WHEREAS, the Borrower has requested that the Required Lenders consent to the delivery by the
Borrower of the Specified Financials no later than October 10, 2014; 
 WHEREAS, the Required Lenders have agreed to provide this
Consent as set forth herein under the Credit Agreement; 
 NOW, THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 SECTION
1.01 Consent. On the terms and subject to the conditions set forth herein and in reliance upon the representations and warranties of the Borrower set forth in Article III hereof, the Required Lenders hereby consent to the delivery of the
Specified Financials on or prior to October 10, 2014. 
 The foregoing is effective solely for the purposes expressly set forth
herein and shall be limited precisely as written and shall not be in any event deemed (i) to constitute a waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document or (ii) except as expressly
set forth herein, to prejudice any right or remedy that the Administrative Agent or the Lenders may have at any time under or in connection with the Credit Agreement or any other Loan Document. 







 ARTICLE II 

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

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

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

SECTION 3.02 No Conflicts. Except as could not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect, the execution and delivery of this Consent (a) will not violate any Law or any Contractual Obligation applicable to or binding upon Holdings, the Borrower or any Subsidiary of the Borrower or any of their respective properties
or assets, (b) will not violate any provision of any Organization Document of Holdings, the Borrower or any Subsidiary of the Borrower and (c) will not result in the creation or imposition of any Lien on any of its properties or assets
pursuant to any Law applicable to it or any of its Contractual Obligations. 
 SECTION 3.03 No Default. No Default or
Event of Default exists, or would result from the transactions contemplated by this Consent, after giving effect to this Consent. 

SECTION 3.04 Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party
contained in Article VI of the Credit Agreement or any other Loan Document, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier date. 

  
 -2- 








 ARTICLE IV 

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

SECTION 5.01 Miscellaneous. 

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

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

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

  
 -3- 








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

			
	L-3 COMMUNICATIONS CORPORATION
		
	 By:
	 	 /s/ Stephen M. Souza

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



  
 [Signature Page to
Consent] 








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

		 	Name: Kenneth J. Beck
		 	Title: Director



  
 [Signature Page to
Consent] 








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

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









 
			
	 SCOTIABANC INC., as a Lender

		
	 By:
	 	 /s/ J.F. Todd

	 Name:
	 	J.F. Todd
	 Title:
	 	Managing Director









 
			
	LENDER CONSENT
	
	 The Bank of Tokyo-Mitsubishi UFJ, LTD.

as a Lender

		
	By:	 	 /s/ Maria Iarriccio

	Name:	 	Maria Iarriccio
	Title:	 	Director









 
			
	 LENDER CONSENT

	
	 Barclays Bank PLC

 
 as a Lender

		
	 By:
	 	 /s/ Daniel Hunter

	 Name:
	 	Daniel Hunter
	 Title:
	 	Authorized Signatory









 
			
	LENDER CONSENT
	
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
  

as a Lender

		
	By:	 	 /s/ Michael Madnick

	Name:	 	Michael Madnick
	Title:	 	Managing Director
		
	By:	 	 /s/ Gordon Yip

	Name:	 	Gordon Yip
	Title:	 	Director









 
			
	 DEUTSCHE BANK AG NEW YORK BRANCH,

	
	as a Lender
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By:	 	 /s/ Heidi Sandquist

	Name:	 	Heidi Sandquist
	Title:	 	Director









 
			
	LENDER CONSENT
	
	 U.S. BANK NATIONAL ASSOCIATION
 as a
Lender

		
	By:	 	 /s/ Mark Irey

	Name:	 	MARK IREY
	Title:	 	VP









 
			
	LENDER CONSENT
	
	 SunTrust Bank,
  

as a Lender

		
	By:	 	 /s/ David Simpson

	Name:	 	David Simpson
	Title:	 	Vice President









 
			
	LENDER CONSENT
	
	 WELLS FARGO BANK, N.A.,
  

as a Lender

		
	By:	 	 /s/ Tom Molitor

	Name:	 	Tom Molitor
	Title:	 	Managing Director









 
			
	LENDER CONSENT
	
	 Australia and New Zealand Banking Group Limited
  

as a Lender

		
	By:	 	 /s/ Hayden McNamara

	Name:	 	Hayden McNamara
	Title:	 	Chief Operating Officer









 
			
	THE BANK OF NEW YORK MELLON,
	
	as a Lender
		
	By:	 	 /s/ Thomas J. Tarasovich, Jr.

	Name:	 	Thomas J. Tarasovich, Jr.
	Title:	 	Vice President









 
			
	LENDER CONSENT
	
	 HSBC Bank USA, N.A.
  

as a Lender

		
	By:	 	 /s/ Randolph E. Cates

	Name:	 	Randolph E. Cates
	Title:	 	Senior Vice President









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

	Name:	 	David W. Kee
	Title:	 	Managing Director









 
			
	Branch Banking & Trust Company, as a Lender
		
	By:	 	 /s/ Matthew J. Davis

	Name:	 	Matthew J. Davis
	Title:	 	Vice President









 
			
	LENDER CONSENT
	
	 Comerica Bank
  

as a Lender

		
	By:	 	 /s/ Timothy O’Rourke

	Name:	 	Timothy O’Rourke
	Title:	 	Vice President









 Acknowledged and Agreed: 
  

			
	 GUARANTORS:

	
	 L-3 COMMUNICATIONS HOLDINGS, INC., 

a Delaware corporation

		
	 By:

Name:

Title:
	 	 /s/ Stephen M. Souza

Stephen. M. Souza

Vice President and Treasurer



  
 [Signature Page to
Consent] 








 GUARANTORS: 

BROADCAST SPORTS INC.,  
 a Delaware corporation 

ELECTRODYNAMICS, INC.,  
 an Arizona corporation 

FUNA INTERNATIONAL, INC., 
 a Florida corporation 

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

a Delaware corporation 
 L-3 COMMUNICATIONS
AVIONICS SYSTEMS, INC.  
 a Delaware corporation 

L-3 COMMUNICATIONS CINCINNATI ELECTRONICS 
 CORPORATION,
an Ohio corporation 
 L-3 COMMUNICATIONS DYNAMIC POSITIONING 

AND CONTROL SYSTEMS, INC., a California corporation 

L-3 COMMUNICATIONS ELECTRON 
 TECHNOLOGIES, INC., a
Delaware corporation 
 L-3 COMMUNICATIONS EO/IR, INC., 

a Florida corporation 
 L-3 COMMUNICATIONS ESSCO, INC.,

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

L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC., 
 a Delaware
corporation 
 L-3 COMMUNICATIONS MARIPRO, INC., 
 a
California corporation 
 L-3 COMMUNICATIONS MOBILE-VISION, INC., 

a New Jersey corporation 
 L-3 COMMUNICATIONS SECURITY AND
DETECTION 
 SYSTEMS, INC., a Delaware corporation 

L-3 COMMUNICATIONS SONOMA EO, INC., 
 a California
corporation 
  

			
	By:	 	 /s/ Stephen M. Souza

	 Name:
	 	 Stephen M. Souza

	 Title:
	 	Vice President and Treasurer of each of the foregoing entities listed under the caption “Guarantors”


  
 [Signature Page to
Consent] 








 GUARANTORS: 

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

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

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

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

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

a Delaware corporation 
 POWER PARAGON, INC., 

a Delaware corporation 
 SPD ELECTRICAL SYSTEMS, INC., 

a Delaware corporation 
 SPD SWITCHGEAR INC., 

a Delaware corporation 
 TITAN FACILITIES, INC., 

a Virginia corporation 
  

			
	By:	 	 /s/ Stephen M. Souza

	Name:	 	Stephen M. Souza
	Title:	 	 Vice President and Treasurer of each of the

foregoing entities listed under the caption “Guarantors”



  
 [Signature Page to
Consent] 









			
	 L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.,

a Delaware limited liability partnership

		
	 By:
	 	L-3 COMMUNICATIONS AIS GP CORPORATION,
	as General Partner
		
	By:	 	 /s/ Stephen M. Souza

	Name:	 	Stephen M. Souza
	Title:	 	Vice President and Treasurer
	
	 L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC

a Delaware limited liability company

		
	By:	 	L-3 COMMUNICATIONS CORPORATION, as Sole
	Member
		
	By:	 	 /s/ Stephen M. Souza

	Name:	 	Stephen M. Souza
	Title:	 	Vice President and Treasurer
	
	 L-3 COMMUNICATIONS VERTEX AEROSPACE LLC,

a Delaware limited liability company

		
	By:	 	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as Sole Member
		
	By:	 	 L-3 COMMUNICATIONS AIS GP

CORPORATION, as General Partner

		
	By:	 	 /s/ Stephen M. Souza

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


  
 [Signature Page to
Consent] 








 L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, 

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC, 

L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC, 

each a Delaware limited liability company 
  

			
	By:	 	L-3 COMMUNICATIONS VERTEX AEROSPACE LLC, as Sole Member
		
	By:	 	L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as Sole Member
		
	By:	 	L-3 COMMUNICATIONS AIS GP CORPORATION, as General Partner
		
	By:	 	 /s/ Stephen M. Souza

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


  
 [Signature Page to
Consent] 









			
	Acknowledged and Agreed:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Kenneth J. Beck

	Name:	 	Kenneth J. Beck
	Title:	 	Director


  
 [Signature Page to
Consent]