Exhibit 25
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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L-3 COMMUNICATIONS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-3937436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Apcom, Inc.
(Exact name of obligor as specified in its charter)
Maryland 52-1291447
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Broadcast Sports Inc.
(Exact name of obligor as specified in its charter)
Delaware 52-1977327
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
D.P. Associates Inc.
(Exact name of obligor as specified in
its charter)
Virginia 54-1389520
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Electrodynamics, Inc.
(Exact name of obligor as specified in its charter)
Arizona 36-3140903
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Henschel, Inc.
(Exact name of obligor as specified in its charter)
Delaware 23-2554418
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Hygienetics Environmental Services, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-3992505
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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Intelligence Data Systems, Inc.
(Exact name of obligor as specified in its charter)
Virginia 54-1867272
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
International Systems, LLC
(Exact name of obligor as specified in its charter)
California 33-0700074
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Interstate Electronics Corporation
(Exact name of obligor as specified in its charter)
California 5-1912832
(State or other jurisdiction of I.R.S. employer
incorporation or organization) dentification no.)
KDI Precision Products, Inc.
(Exact name of obligor as specified in its charter)
Delaware 31-0740721
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Aeromet, Inc.
(Exact name of obligor as specified in its charter)
Oregon 73-1291165
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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L-3 Communications AIS GP Corporation
(Exact name of obligor as specified in its charter)
Delaware 13-4137187
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Advanced Laser Systems Technology, Inc.
(Exact name of obligor as specified in its charter)
Florida 59-2808669
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Avionics Systems, Inc.
(Exact name of obligor as specified in its charter)
Delaware 38-1865601
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Avysis Corporation
(Exact name of obligor as specified in its charter)
Texas 74-2616165
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Aydin Corporation
(Exact name of obligor as specified in its charter)
Delaware 23-1686808
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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L-3 Communications CE Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 54-1098648
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Cincinnati Electronics Corporation
(Exact name of obligor as specified in its charter)
Ohio 31-0826926
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications CSI, Inc.
(Exact name of obligor as specified in its charter)
California 77-0365380
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications EO/IR, Inc.
(Exact name of obligor as specified in its charter)
Florida 59-3316817
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Electron Technologies, Inc.
(Exact name of obligor as specified in its charter)
Delaware 91-2046609
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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L-3 Communications ESSCO, Inc.
(Exact name of obligor as specified in its charter)
Delaware 04-2281486
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Flight Capital LLC
Exact name of obligor as specified in its charter)
Delaware 75-3089735
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Flight International Aviation LLC
(Exact name of obligor as specified in its charter)
Delaware 02-0654591
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Government Services, Inc.
(Exact name of obligor as specified in its charter)
Virginia 54-1349668
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications ILEX Systems, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-3992952
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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L-3 Communications InfraredVision Technology Corporation
(Exact name of obligor as specified in its charter)
California 77-0534649
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Integrated Systems L.P.
(Exact name of obligor as specified in its charter)
Delaware 03-0391841
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Investments Inc.
(Exact name of obligor as specified in its charter)
Delaware 51-0260723
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Klein Associates, Inc.
(Exact name of obligor as specified in its charter)
Delaware 02-0277515
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications MAS (US) Corporation
(Exact name of obligor as specified in its charter)
Delaware 55-0765280
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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L-3 Communications Mobile-Vision, Inc.
(Exact name of obligor as specified in its charter)
New Jersey 22-2893537
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Security and Detection Systems, Inc.
(Exact name of obligor as specified in its charter)
Delaware 04-3054475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Sonoma EO, Inc.
(Exact name of obligor as specified in its charter)
California 68-0439616
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Titan Corporation
(Exact name of obligor as specified in its charter)
Delaware 95-2588754
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Vector International Aviation LLC
(Exact name of obligor as specified in its charter)
Delaware 42-1569647
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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L-3 Communications Vertex Aerospace LLC
(Exact name of obligor as specified in its charter)
Delaware 64-0941176
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 Communications Westwood Corporation
(Exact name of obligor as specified in its charter)
Nevada 87-0430944
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Lincom Wireless, Inc.
(Exact name of obligor as specified in its charter)
Delaware 95-4832760
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MCTI Acquisition Corporation
(Exact name of obligor as specified in its charter)
Maryland 13-4109777
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Microdyne Communications Technologies Incorporated
(Exact name of obligor as specified in its charter)
Maryland 59-3500774
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
-9-
Microdyne Corporation
(Exact name of obligor as specified in its charter)
Maryland 52-0856493
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Microdyne Outsourcing Incorporated
(Exact name of obligor as specified in its charter)
Maryland 33-0797639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MPRI, Inc.
(Exact name of obligor as specified in its charter)
Delaware 54-1439937
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Pac Ord Inc.
(Exact name of obligor as specified in its charter)
Delaware 23-2523436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Power Paragon, Inc.
(Exact name of obligor as specified in its charter)
Delaware 33-0638510
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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ProCom Services, Inc.
(Exact name of obligor as specified in its charter)
California 33-0427938
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Shellco, Inc.
(Exact name of obligor as specified in its charter)
Delaware 33-0931737
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SPD Electrical Systems, Inc.
(Exact name of obligor as specified in its charter)
Delaware 23-2457758
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SPD Switchgear, Inc.
(Exact name of obligor as specified in its charter)
Delaware 23-2510039
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SYColeman Corporation
(Exact name of obligor as specified in its charter)
Florida 59-2039476
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
-11-
Titan Facilities, Inc.
(Exact name of obligor as specified in its charter)
Virginia 54-0918681
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Titan Scan Technologies Corporation
(Exact name of obligor as specified in its charter)
Delaware 33-0937905
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Troll Technology Corporation
(Exact name of obligor as specified in its charter)
California 95-4552257
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Wescam Air Ops Inc.
(Exact name of obligor as specified in its charter)
Delaware 52-2304424
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Wescam Air Ops LLC
(Exact name of obligor as specified in its charter)
Delaware 52-2295476
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
-12-
Wescam Holdings (US) Inc.
(Exact name of obligor as specified in its charter)
Delaware 51-0376332
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Wescam LLC
(Exact name of obligor as specified in its charter)
Delaware 91-2077866
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Wolf Coach, Inc.
(Exact name of obligor as specified in its charter)
Massachusetts 04-2482502
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
600 Third Avenue
New York, New York 10016
(Address of principal executive offices) (Zip code)
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6 3/8% Series B Senior Subordinated Notes due 2015
(Title of the indenture securities)
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1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
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Name Address
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Superintendent of Banks of the State One State Street, New York, N.Y.
of New York 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to
Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1
to Form T-1 filed with Registration Statement No. 333-121195.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 333-121195.)
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6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
333-106702.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 11th day of November, 2005.
THE BANK OF NEW YORK
By: /S/ VAN K. BROWN
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Name: VAN K. BROWN
Title: VICE PRESIDENT
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EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2005,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. $2,753,000
Interest-bearing balances.......................... 6,045,000
Securities:
Held-to-maturity securities........................ 2,183,000
Available-for-sale securities...................... 21,741,000
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices............. 5,486,000
Securities purchased under agreements to resell.... 192,000
Loans and lease financing receivables:
Loans and leases held for sale..................... 0
Loans and leases, net of unearned income........... 32,953,000
LESS: Allowance for loan and lease losses.......... 558,000
Loans and leases, net of unearned income and
allowance....................................... 32,395,000
Trading Assets........................................ 6,114,000
Premises and fixed assets (including capitalized
leases)............................................ 812,000
Other real estate owned............................... 0
Investments in unconsolidated subsidiaries and
associated companies............................... 278,000
Customers' liability to this bank on acceptances
outstanding........................................ 68,000
Intangible assets:
Goodwill........................................... 2,039,000
Other intangible assets............................ 736,000
Other assets.......................................... 5,237,000
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Total assets.......................................... $86,079,000
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LIABILITIES
Deposits:
In domestic offices................................ $38,768,000
Noninterest-bearing................................ 18,417,000
Interest-bearing................................... 20,351,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs........................... 26,246,000
Noninterest-bearing................................ 462,000
Interest-bearing................................... 25,784,000
Federal funds purchased and securities sold under
agreements to repurchase
Federal funds purchased in domestic offices........ 1,224,000
Securities sold under agreements to repurchase..... 126,000
Trading liabilities................................... 2,927,000
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases).......................... 1,245,000
Not applicable
Bank's liability on acceptances executed and
outstanding........................................ 69,000
Subordinated notes and debentures..................... 1,440,000
Other liabilities..................................... 5,976,000
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Total liabilities..................................... $78,021,000
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Minority interest in consolidated subsidiaries........ 139,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus......... 0
Common stock.......................................... 1,135,000
Surplus (exclude all surplus related to preferred
stock)............................................. 2,089,000
Retained earnings..................................... 4,716,000
Accumulated other comprehensive income................ -21,000
Other equity capital components....................... 0
Total equity capital.................................. 7,919,000
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Total liabilities, minority interest, and equity
capital............................................ $86,079,000
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.
Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith Directors
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