Second Omnibus Amendment to Third Amended and Restated Credit Agreement – L-3 Communications Corporation and Lenders

  Exhibit 10.48 L-3 COMMUNICATIONS CORPORATION SECOND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT This SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated as of January 23, 2004 and entered into by and among L-3 COMMUNICATIONS CORPORATION, a Delaware corporation (the "BORROWER"), which is wholly owned by L-3 COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), the Lenders party to the Credit Agreement referred to below on the date hereof (the "LENDERS"), BANK OF AMERICA, N.A., ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), LEHMAN COMMERCIAL PAPER, INC. ("LCPI") as syndication agent and documentation agent (in such capacity, the "SYNDICATION AGENT" and the "DOCUMENTATION AGENT") and certain financial institutions named as co-agents. All capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as defined below). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Lenders, the Syndication Agent, the Documentation Agent, the Administrative Agent and certain other parties have entered into the Third Amended and Restated Credit Agreement dated as of May 16, 2001 (as amended, supplemented, restated or otherwise modified from time to time, the "CREDIT AGREEMENT"); and WHEREAS, the Borrower desires that the Lenders to amend the Credit Agreement and the Parent Guarantee to permit the Borrower and Holdings to declare and pay up to $25,000,000 of dividends in any fiscal quarter. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. Omnibus Amendment to CERTAIN CReDIT documents. Subject to the satisfaction of each of the conditions to effectiveness set forth in Section 2 of this Amendment, the Borrower and the Requisite Class Lenders party to the Credit Agreement hereby agree to amend the Credit Documents referenced below as follows: 1.1 The term "Permitted Stock Payments" in Subsection 1.1 of the Credit Agreement is hereby amended and restated as follows: ""Permitted Stock Payments": (A) dividends by the Borrower to Holdings in amounts equal to the amounts required for Holdings to (i) pay franchise taxes and other fees required to maintain its legal existence and (ii) provide for other operating costs of up to $1,000,000 per fiscal year, (B) dividends by the Borrower to Holdings in amounts equal to amounts required for Holdings to pay federal, state and local income taxes to the  extent such income taxes are actually due and owing, provided that the aggregate amount paid under this clause (B) does not exceed the amount that the Borrower would be required to pay in respect of the income of the Borrower and its Subsidiaries if the Borrower were a stand alone entity that was not owned by Holdings, (C) from and after January 1, 2004, dividends by the Borrower to Holdings in an aggregate amount not to exceed $25,000,000 in any fiscal quarter of the Borrower so long as at the time of declaring and paying any such dividend no Default or Event of Default shall have occurred and be continuing and (D) dividends by the Borrower to Holdings to fund interest expense or dividends in respect of the Permitted Convertible Securities issued by Holdings, provided that such dividends under this clause (D) shall not, in any fiscal year, exceed an amount equal to the interest or dividends actually accruing on the outstanding principal amount of such Permitted Convertible Securities in such fiscal year less the sum of all intercompany advances funded pursuant to subsection 7.9(l) hereof by the Borrower to Holdings in respect of such Permitted Convertible Securities in such fiscal year." 1.2 The definition of "Permitted Parent Distributions" in Section 1.1(b) of the Parent Guarantee is hereby amended and restated to read as follows: 1.3 ""Permitted Parent Distributions": (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) from and after January 1, 2004, Parent Distributions funded solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements so long as at the time of declaring and paying any such Parent Distribution no Default or Event of Default shall have occurred and be continuing and (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower." SECTION 2. CONDITIONS TO EFFECTIVENESS OF SECTION 1. The provisions of Section 1 of this Amendment shall be deemed effective when each of the following conditions have been satisfied (such effective date occurring upon satisfaction of such conditions being referred to herein as the "AMENDMENT EFFECTIVE DATE"): 2.1 The Borrower shall have delivered to Administrative Agent executed copies of this Amendment and each of the other Credit Parties shall have delivered to the Administrative Agent executed copies of the Guarantors' Consent and Acknowledgment to this Amendment in the form attached hereto; 2.2 The Requisite Class Lenders party to the Credit Agreement, shall have delivered to the Administrative Agent an executed original or facsimile counterpart of its signature page to this Amendment; 2  2.3 The Administrative Agent shall have received a secretary's or assistant secretary's certificate of the Borrower certifying board resolutions authorizing the execution, delivery and performance of this Amendment by the Borrower; 2.4 The representations and warranties contained in Section 3 hereof shall be true and correct in all respects; and 2.5 All conditions to effectiveness set forth in Sections 2.1, 2.2, 2.3, and 2.4 in the Second Omnibus Amendment Regarding Second Amended and Restated 364 Day Credit Agreement of even date herewith shall have been satisfied. SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to enter into this Amendment, the Borrower represents and warrants to each Lender that the following statements are true, correct and complete: 3.1 Authorization and Enforceability. (a) The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as modified by this Amendment (the "AGREEMENT"), (b) the execution and delivery of this Amendment has been duly authorized by all necessary corporate action on the part of the Borrower and (c) this Amendment and the Agreement have been duly executed and delivered by the Borrower and, when executed and delivered, will be the legally valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding, in equity or at law) and (iii) an implied covenant of good faith and fair dealing. 3.2 Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 4 of the Credit Agreement, after giving effect to the amendments contained in Section 1 of this Amendment, are and will be true, correct and complete in all material respects on and as of each of the Amendment Effective Date, to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 3.3 Absence of Default and Setoff. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that constitutes a Default or an Event of Default and no defense, setoff or counterclaim of any kind, nature or description exists to the payment and performance of the obligations owing by the Borrower to the Agents and the Lenders. SECTION 4. MISCELLANEOUS. 4.1 Effect on the Credit Agreement and the other Credit Documents. Except as specifically provided in this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, 3  constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under, the Credit Agreement or any of the other Credit Documents. 4.2 Fees and Expenses. The Borrower acknowledges that all costs, fees and expenses as described in Section 10.5 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of the Borrower. 4.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 4.4 SUBMISSION TO JURISDICTION; WAIVERS; WAIVER OF JURY TRIAL; ACKNOWLEDGMENTS; CONFIDENTIALITY. Each of the terms and conditions set forth in Sections 10.12, 10.13, 10.14 and 10.15 of the Credit Agreement are hereby incorporated into this Amendment as if set forth fully herein except that each reference to "Agreement" therein shall be deemed to be a reference to "Amendment" herein. 4.5 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. [SIGNATURE PAGES FOLLOW] 4  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. L-3 COMMUNICATIONS CORPORATION By: ---------------------------------------- Title: L-3 COMMUNICATIONS HOLDINGS, INC. By: ---------------------------------------- Title: BANK OF AMERICA, N.A., as Administrative Agent and as a Lender By: ---------------------------------------- Title: LEHMAN COMMERCIAL PAPER INC., as Documentation Agent and Syndication Agent By: ---------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  Guarantors' Acknowledgment and Consent Each of the undersigned hereby acknowledges receipt of the attached Amendment and consents to the execution and performance thereof by L-3 Communications Corporation. Each of the undersigned hereby also reaffirms that the guarantee and any applicable Pledge Agreement of such undersigned in favor of the Administrative Agent for the ratable benefit of the Lenders and the Agents remains in full force and effect and acknowledges and agrees that there is no defense, setoff or counterclaim of any kind, nature or description to obligations arising under such guarantee or any applicable Pledge Agreement Dated as of January 23, 2004 L-3 COMMUNICATIONS HOLDINGS, INC. By: -------------------------------------------- Name: Christopher C. Cambria Title: Vice President, General Counsel and Secretary L-3 COMMUNICATIONS AEROTECH LLC L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC L-3 COMMUNICATIONS FLIGHT CAPITAL LLC L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P. By: -------------------------------------------- Name: Christopher C. Cambria Title: Authorized Person WESCAM LLC WESCAM AIR OPS LLC By: -------------------------------------------- Name: Christopher C. Cambria Title: Authorized Person APCOM, INC. BROADCAST SPORTS INC. ELECTRODYNAMICS, INC. HENSCHEL, INC. HYGIENETICS ENVIRONMENTAL SERVICES, INC. INTERSTATE ELECTRONICS CORPORATION KDI PRECISION PRODUCTS, INC. [SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT AND CONSENT TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  L-3 COMMUNICATIONS AEROMET, INC. L-3 COMMUNICATIONS AIS GP CORPORATION L-3 COMMUNICATIONS ATLANTIC SCIENCE AND TECHNOLOGY CORPORATION L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC. L-3 COMMUNICATIONS AYDIN CORPORATION L-3 COMMUNICATIONS CSI, INC. L-3 COMMUNICATIONS DBS MICROWAVE, INC. L-3 COMMUNICATIONS ESSCO, INC. L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC. L-3 COMMUNICATIONS ILEX SYSTEMS, INC. L-3 COMMUNICATIONS INVESTMENTS INC. L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC. L-3 COMMUNICATIONS MAS (US) CORPORATION L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION CALIFORNIA L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION DELAWARE L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC. L-3 COMMUNICATIONS WESTWOOD CORPORATION MCTI ACQUISITION CORPORATION MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED MICRODYNE CORPORATION MICRODYNE OUTSOURCING INCORPORATED MPRI, INC. PAC ORD, INC. POWER PARAGON, INC. SHIP ANALYTICS, INC. SHIP ANALYTICS INTERNATIONAL, INC. SHIP ANALYTICS USA, INC. SPD ELECTRICAL SYSTEMS, INC. SPD SWITCHGEAR, INC. SYCOLEMAN CORPORATION TROLL TECHNOLOGY CORPORATION WESCAM SONOMA INC. WESCAM AIR OPS INC. WESCAM INCORPORATED WESCAM HOLDINGS (US) INC. WOLF COACH, INC. By: ---------------------------------------- Name: Christopher C. Cambria Title: Vice President and Secretary [SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT AND CONSENT TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  THE BANK OF NEW YORK By: ---------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  BANK ONE, N.A. (Main Office Chicago) By: -------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  FLEET NATIONAL BANK By: --------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------------ Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  WACHOVIA BANK NATIONAL ASSOCIATION (f/k/a First Union Commercial Corporation) By: ---------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  HSBC BANK USA By: ----------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND By: ------------------------------------- Title: By: ------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  COMERICA BANK By: -------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  CREDIT INDUSTRIEL ET COMMERCIAL By: ------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  BARCLAYS BANK PLC By: ----------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  RZB FINANCE LLC By: -------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  ERSTE BANK, NEW YORK By: ----------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  THE MITSUBISHI TRUST AND BANKING CORPORATION By: -------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  SOCIETE GENERALE By: ------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  SUNTRUST BANK By: ----------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  WEBSTER BANK By: ------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  THE BANK OF NOVA SCOTIA By: ------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  CREDIT SUISSE FIRST BOSTON By: ------------------------------------ Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  GENERAL ELECTRIC CAPITAL CORPORATION By: -------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  MIZUHO HOLDINGS, INC. (successor to The Fuji Bank, Limited, The Dai-Ichi Kanho Bank, Ltd. and The Industrial Bank of Japan, Limited) By: ------------------------------------ Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  FORTIS BANK By: --------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: ----------------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]  WESTLB AG, NEW YORK BRANCH By: ----------------------------------- Title: [SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]