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A/b Exchange Registration Rights Agreement

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Sectors: Computer Hardware
Governing Law: New York, View New York State Laws
Effective Date: December 22, 2003
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Exhibit 4.4 EXECUTION COPY================================================================================ A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of December 22, 2003 by and among L-3 COMMUNICATIONS CORPORATION THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC and MORGAN STANLEY & CO. INCORPORATED SG COWEN SECURITIES CORPORATION WACHOVIA CAPITAL MARKETS, LLC================================================================================ A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made andentered into as of December 22, 2003 by and among L-3 CommunicationsCorporation, a Delaware corporation (the "Company") the guarantors listed on thesignature pages hereto (collectively, the "Existing Guarantors"), and LehmanBrothers Inc., Banc of America Securities LLC, Morgan Stanley & Co.Incorporated, SG Cowen Securities Corporation and Wachovia Capital Markets, LLC,as representatives of the several initial purchasers (the "Initial Purchasers")named in Schedule 1 to the Purchase Agreement (as defined below), each of whomhas agreed to purchase the Company's 6-1/8% Senior Subordinated Notes due 2014(the "Series A Notes") pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement, dated as ofDecember 16, 2003 (the "Purchase Agreement"), by and among the Company, theExisting Guarantors and the Initial Purchasers. In order to induce the InitialPurchasers to purchase the Series A Notes, the Company and the ExistingGuarantors have agreed to provide the registration rights set forth in thisAgreement. The execution and delivery of this Agreement is a condition to theobligations of the Initial Purchasers set forth in Section 3 of the PurchaseAgreement. The parties hereby agree as follows:SECTION 1 DEFINITIONS As used in this Agreement, the following capitalized terms shall havethe following meanings: Act: The Securities Act of 1933, as amended. Additional Guarantor: Any subsidiary of the Company that executes aSubsidiary 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 andeffectiveness under the Act of the Exchange Offer Registration Statementrelating to the Series B Notes to be issued in the Exchange Offer, (ii) themaintenance of such Registration Statement continuously effective and thekeeping of the Exchange Offer open for a period not less than the minimum periodrequired pursuant to Section 3(b) hereof and (iii) the delivery by the Companyto the Registrar under the Indenture of Series B Notes in the same aggregateprincipal amount as the aggregate principal amount of Series A Notes that weretendered by Holders thereof pursuant to the Exchange Offer. Damages Payment Date: With respect to the Series A Notes, each InterestPayment 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 theSeries B Notes (including the Subsidiary Guarantees) pursuant to a RegistrationStatement pursuant to which the Company offers the Holders of all outstandingTransfer Restricted Securities the opportunity to exchange all such outstandingTransfer Restricted Securities held by such Holders for Series B Notes andregistered Subsidiary Guarantees in an aggregate principal amount equal to theaggregate principal amount of the Transfer Restricted Securities tendered insuch exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statementrelating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchaserspropose to sell the Series A Notes to (i) certain "qualified institutionalbuyers," as such term is defined in Rule 144A under the Act, (ii) to certaininstitutional "accredited investors," as such term is defined in Rule 501(a)(1),(2), (3) and (7) under the Act ("Accredited Institutions") and (iii) outside theUnited States to Persons other than U.S. Persons in offshore transactionsmeeting the requirements of rule 904 of Regulation S under the Act. 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 theCompany, 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 isamended 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. NASD: National Association of Securities Dealers, Inc. Notes: The Series A Notes and the Series B Notes. Offering Memorandum: As defined in the Purchase Agreement. Person: An individual, partnership, corporation, trust, limitedliability company or unincorporated organization, or a government or agency orpolitical subdivision thereof. Prospectus: The prospectus included in a Registration Statement, asamended or supplemented by any prospectus supplement and by all other amendmentsthereto, including post-effective amendments, and all material incorporated byreference into such Prospectus. 2 Record Holder: With respect to any Damages Payment Date relating toNotes, each Person who is a Holder of Notes on the record date with respect tothe 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 Companyrelating to (a) an offering of Series B Notes pursuant to an Exchange Offer or(b) the registration for resale of Transfer Restricted Securities pursuant tothe Shelf Registration Statement, which is filed pursuant to the provisions ofthis Agreement, in each case including the Prospectus included therein, allamendments and supplements thereto (including post-effective amendments) and allexhibits and material incorporated by reference therein. Series B Notes: The Company's 6-1/8% Senior Subordinated Notes due 2014to 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. Subsidiary Guarantee: The Guarantee by a Guarantor of the Company'sobligations 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 SubsidiaryGuarantees), until the earliest to occur of (a) the date on which such Note isexchanged by a person other than a Broker-Dealer for a Series B Note in theExchange Offer, (b) following the exchange by a Broker-Dealer in the ExchangeOffer of a Note for a Series B Note, the date on which such Series B Note issold to a purchaser who receives from such Broker-Dealer on or prior to the dateof such sale a copy of the Prospectus contained in the Exchange OfferRegistration Statement, (c) the date on which such Note (including theSubsidiary Guarantees) is effectively registered under the Act and disposed ofin accordance with the Shelf Registration Statement or (d) the date on whichsuch Note (including the Subsidiary Guarantees) is distributed to the publicpursuant to Rule 144 under the Act. Underwritten Registration or Underwritten Offering: A registration inwhich securities of the Company are sold to an underwriter for reoffering to thepublic.SECTION 2 SECURITIES SUBJECT TO THIS AGREEMENT (a) Transfer Restricted Securities. The securities entitled to thebenefits of this Agreement are the Transfer Restricted Securities. 3 (b) Holders of Transfer Restricted Securities. A Person is deemed to bea holder of Transfer Restricted Securities (each, a "Holder") whenever suchPerson owns Transfer Restricted Securities.SECTION 3 REGISTERED EXCHANGE OFFER (a) Unless the Exchange Offer shall not be permissible under applicablelaw or Commission policy (after the procedures set forth in Section 6(a) belowhave been complied with), the Company and the Guarantors shall (i) cause to befiled with the Commission as promptly as practicable after the Closing Date, butin no event later than 90 days after the Closing Date, a Registration Statementunder the Act relating to the Series B Notes (including the SubsidiaryGuarantees) and the Exchange Offer, (ii) use all commercially reasonable effortsto cause such Registration Statement to be declared effective by the Commissionas promptly as practicable, but in no event later than 180 days after theClosing Date (which 180-day period shall be extended for a number of days equalto the number of business days, if any, the Commission is officially closedduring such period), (iii) in connection with the foregoing, file (A) allpre-effective amendments to such Registration Statement as may be necessary inorder to cause such Registration Statement to become effective, (B) ifapplicable, a post-effective amendment to such Registration Statement pursuantto Rule 430A under the Act and (C) cause all necessary filings in connectionwith the registration and qualification of the Series B Notes (including theSubsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictionsas are necessary to permit Consummation of the Exchange Offer and (iv) upon theeffectiveness of such Registration Statement, commence the Exchange Offer. TheExchange Offer shall be on the appropriate form permitting registration of theSeries B Notes (including the Subsidiary Guarantees) to be offered in exchangefor the Transfer Restricted Securities and to permit resales of Notes held byBroker-Dealers as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall cause the Exchange OfferRegistration Statement to be effective continuously and shall keep the ExchangeOffer open for a period of not less than the minimum period required underapplicable federal and state securities laws to Consummate the Exchange Offer;provided, however, that in no event shall such period be less than 20 businessdays. The Company and the Guarantors shall cause the Exchange Offer to complywith all applicable federal and state securities laws. No securities other thanthe Notes (including the Subsidiary Guarantees) shall be included in theExchange Offer Registration Statement. The Company and the Guarantors shall useall commercially reasonable efforts to cause the Exchange Offer to beConsummated on the earliest practicable date after the Exchange OfferRegistration Statement has become effective, but in no event later than 30business days thereafter. (c) The Company and the Guarantors shall indicate in a "Plan ofDistribution" section contained in the Prospectus contained in the ExchangeOffer Registration Statement that any Broker-Dealer who owns Series A Notes thatare Transfer Restricted Securities and that were acquired for its own account asa result of market-making activities or other trading activities (other thanTransfer Restricted Securities acquired directly from the Company), may exchangesuch Series A Notes pursuant to the Exchange Offer; however, such Broker-Dealermay be deemed to be an "underwriter" within the meaning of the Act and must,therefore, deliver a Prospectus meeting the requirements of the Act inconnection with any resales of the Series B 4 Notes received by such Broker-Dealer in the Exchange Offer, which Prospectusdelivery requirement may be satisfied by the delivery by such Broker-Dealer ofthe Prospectus contained in the Exchange Offer Registration Statement. Such"Plan of Distribution" section shall also contain all other information withrespect to such resales by Broker-Dealers that the Commission may require inorder 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 byany such Broker-Dealer except to the extent required by the Commission. The Company and the Guarantors shall use all commercially reasonableefforts to keep the Exchange Offer Registration Statement continuouslyeffective, supplemented and amended as required by the provisions of Section6(c) below to the extent necessary to ensure that it is available for resales ofNotes acquired by Broker-Dealers for their own accounts as a result ofmarket-making activities or other trading activities, and to ensure that itconforms with the requirements of this Agreement, the Act and the policies,rules and regulations of the Commission as announced from time to time, for aperiod of 180 days from the date on which the Exchange Offer RegistrationStatement is declared effective or such shorter period that will terminate whenall Notes covered by the Exchange Offer Registration Statement have beenexchanged in the Exchange Offer. The Company and the Guarantors shall provide sufficient copies of thelatest version of such Prospectus to Broker-Dealers promptly upon request at anytime during such 180 day period in order to facilitate such resales.SECTION 4 SHELF REGISTRATION (a) Shelf Registration. If (i) the Company and the Guarantors are notrequired to file the Exchange Offer Registration Statement or permitted toConsummate the Exchange Offer because the Exchange Offer is not permitted byapplicable law or Commission policy (after the procedures set forth in Section6(a) below have been complied with) or (ii) any Holder of Transfer RestrictedSecurities that is a "qualified institutional buyer," as such term is defined inRule 144A under the Act or an institutional "accredited investor," as such termis defined in Rule 501(a)(1), (2), (3) and (7) under the Act shall notify theCompany prior to the 20th day following the Consummation of the Exchange Offerthat such Holder alone or together with holders who hold in the aggregate atleast $1.0 million in principal amount of Series A Notes (A) is prohibited byapplicable 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 tothe public without delivering a prospectus and that the Prospectus contained inthe Exchange Offer Registration Statement is not appropriate or available forsuch resales by such Holder, or (C) is a Broker-Dealer and holds Series A Notesacquired directly from the Company or an affiliate of the Company, the Companyand 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 5 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 all commercially reasonable efforts tokeep such Shelf Registration Statement continuously effective, supplemented andamended as required by the provisions of Sections 6(b) and (d) hereof to theextent necessary to ensure that it is available for resales of Notes by theHolders of Transfer Restricted Securities entitled to the benefit of thisSection 4(a), and to ensure that it conforms with the requirements of thisAgreement, the Act and the policies, rules and regulations of the Commission asannounced from time to time, for a period of at least two years following theClosing Date or such shorter period that will terminate when all Notes coveredby the Shelf Registration Statement have been sold pursuant to the ShelfRegistration Statement or become eligible for resale pursuant to Rule 144without volume or other restrictions. (b) Provision by Holders of Certain Information in Connection with theShelf Registration Statement. No Holder of Transfer Restricted Securities mayinclude any of its Transfer Restricted Securities in any Shelf RegistrationStatement pursuant to this Agreement unless and until such Holder furnishes tothe Company in writing, within 10 business days after receipt of a requesttherefor, such information as the Company may reasonably request for use inconnection with any Shelf Registration Statement or Prospectus or preliminaryProspectus included therein. No Holder of Transfer Restricted Securities shallbe entitled to additional interest pursuant to Section 5 hereof unless and untilsuch Holder shall have used its best efforts to provide all such reasonablyrequested information. Each Holder as to which any Shelf Registration Statementis being effected agrees to furnish promptly to the Company all informationrequired to be disclosed in order to make the information previously furnishedto the Company by such Holder not materially misleading.SECTION 5 ADDITIONAL INTEREST If (i) any of the Registration Statements required by this Agreement isnot filed with the Commission on or prior to the date specified for such filingin sections 3(a), 4(a), and 4(c), as applicable, (ii) any of such requiredRegistration Statements has not been declared effective by the Commission on orprior to the date specified for such effectiveness in sections 3(a), 4(a), and4(c), as applicable, (the "Effectiveness Target Date"), (iii) the Exchange Offerhas not been Consummated within 30 business days after the Effectiveness TargetDate with respect to the Exchange Offer Registration Statement, or (iv) anyRegistration Statement required by this Agreement is filed and declaredeffective but shall thereafter cease to be effective or fail to be usable forits intended purpose without being succeeded within five business days by apost-effective amendment to such Registration Statement that cures such failureand that is itself immediately declared effective (each such event referred toin clauses (i) through (iv), a 6 "Registration Default"), the Company and the Guarantors jointly and severallyagree to pay additional interest to each Holder of Transfer RestrictedSecurities with respect to the first 90-day period immediately following theoccurrence of such Registration Default, in an amount equal to $.05 per week per$1,000 principal amount of Transfer Restricted Securities held by such Holderfor each week or portion thereof that the Registration Default continues. Theamount of the additional interest shall increase by an additional $.05 per weekper $1,000 in principal amount of Transfer Restricted Securities with respect toeach subsequent 90-day period until all Registration Defaults have been cured,up to a maximum amount of additional interest of $.50 per week per $1,000principal amount of Transfer Restricted Securities. The Company shall in noevent be required to pay additional interest for more than one RegistrationDefault at any given time. All accrued additional interest shall be paid toRecord Holders by the Company and the Guarantors by wire transfer of immediatelyavailable funds or by federal funds check on each Damages Payment Date, asprovided in the Indenture. Following the cure of all Registration Defaultsrelating to any particular Transfer Restricted Securities, the accrual ofadditional interest with respect to such Transfer Restricted Securities willcease. All payment obligations of the Company and the Guarantors set forth inthe preceding paragraph that are outstanding with respect to any TransferRestricted Security at the time such security ceases to be a Transfer RestrictedSecurity shall survive until such time as all such payment obligations withrespect to such Security shall have been satisfied in full provided, however,that the additional interest shall cease to accrue on the day immediately priorto the date such Transfer Restricted Securities cease to be Transfer RestrictedSecurities.SECTION 6 REGISTRATION PROCEDURES (a) Exchange Offer Registration Statement. In connection with theExchange Offer, the Company and the Guarantors shall comply with all of theprovisions of Section 6(c) below, shall use all commercially reasonable effortsto effect such exchange to permit the sale of Transfer Restricted Securitiesbeing sold in accordance with the intended method or methods of distributionthereof, 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 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 7 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 ShelfRegistration Statement, the Company and the Guarantors shall comply with all theprovisions of Section 6(c) below and shall use all commercially reasonableefforts to effect such registration to permit the sale of the TransferRestricted Securities being sold in accordance with the intended method ormethods of distribution thereof, and pursuant thereto the Company and theGuarantors will as expeditiously as possible prepare and file with theCommission a Registration Statement relating to the registration on anyappropriate form under the Act, which form shall be available for the sale ofthe Transfer Restricted Securities in accordance with the intended method ormethods of distribution thereof. 8 (c) General Provisions. In connection with any Registration Statementand any Prospectus required by this Agreement to permit the sale or resale ofTransfer Restricted Securities (including, without limitation, any RegistrationStatement and the related Prospectus required to permit resales of Notes byBroker-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 all 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
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