Limited Liability Company Agreement

Exhibit 3.100


WESCAM AIR OPS LLC
LIMITED LIABILITY COMPANY AGREEMENT
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This Limited Liability Company Agreement (this "Agreement") for Wescam Air Ops LLC, a Delaware limited liability company (the "Company"), is adopted as of the 25th day of January, 2001, by Wescam Incorporated, a Florida corporation (the "Member").


1. FORMATION. The Company has been formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act (the "Act") by filing a Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in the Act, except as otherwise provided herein.


2. NAME. The Company shall be conducted under the name of Wescam Air Ops LLC or such other name as from time to time may be determined by the Member.


3. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Company shall be at such place or places as from time to time may be determined by the Member.


4. TERM. The Company shall commence on the date hereof and shall continue in perpetuity unless terminated pursuant to the terms hereof.


5. PURPOSE. The purpose of the Company shall be the transaction of any or all lawful business for which limited liability companies may be organized under the Act. The Company shall have all powers necessary or desirable to accomplish the aforesaid purposes.


6. QUALIFICATION AND REGISTRATION. The Company and its Member shall, as soon as practicable, take all action necessary to qualify the Company to do business and to execute all certificates or other documents, and perform all filings and recordings, as are required by the laws of the State of Delaware and the other jurisdictions in which the Company does business. The registered office of the Company in the State of Delaware shall be located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware. The name of its registered agent at such address is Organization Services, Inc.


7. CAPITAL CONTRIBUTIONS.


(a) Initial Contribution. The initial capital contribution of the
Member shall consist of those assets and liabilities more particularly
described on Schedule A, which is attached hereto and made a part hereof.


(b) Additional Capital Contributions. The Member shall not be
obligated to make additional capital contributions to the Company. Any
additional capital contributions may be made by the Member in its sole
discretion.


(c) Capital Account. The Company may maintain a capital account for
the Member. The Member's capital account shall consist of the Member's
initial capital


2


contribution, increased by additional capital contributions and by the
Member's share of Company profits and decreased by distributions to the
Member and by the Member's share of Company losses. No advance of money to
the Company by the Member shall be credited to the Member's capital
account.


8. TAX MATTERS, ALLOCATIONS AND DISTRIBUTIONS.


(a) Classification. Except as otherwise required by applicable
provisions of tax law, solely for federal income tax purposes and for
purposes of certain state tax laws, the Company shall be disregarded as an
entity separate from the Member.


(b) Allocations. Each item of Company income, gain, loss, deduction,
and credit shall be treated as if realized directly by, and shall be
allocated 100% to, the Member.


(c) Distributions. Distributions of cash or other assets shall be made
in the amounts and at the times determined by the Member. No distribution
shall be made to the extent prohibited by the Act.


(d) Tax Records. The Member shall cause the Company to maintain
separate books and records for the Company in accordance with Section 9 of
this Agreement. The Member's contributions to the Company and distributions
from the Company shall be recorded in such books and records together with
Company income, gain, loss, deduction and credit and all other matters
relative to the Company's business as are usually entered into books and
records of account maintained by persons engaged in business of a like
character.


9. ACCOUNTING AND REPORTS.


(a) Books of Account. The Company shall maintain or cause to be
maintained at all times true and proper books, records, reports and
accounts in accordance with generally accepted accounting principles ...