LIMITED PARTNERSHIP AGREEMENT
OF
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
THE UNDERSIGNED are executing this Limited Partnership Agreement
("Agreement") for the purpose of forming a limited partnership (the
"Partnership") pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act, 6 Del. C.(Section) 17-101 et seq. (the "Act"), and do
hereby certify and agree as follows:
1. Name. The name of the Partnership shall be "L-3 Communications
Integrated Systems L.P.", or such other name as the General Partner may from
time to time hereafter designate.
2. Definitions. In addition to terms otherwise defined herein, the
following terms are used herein as defined below:
"event of withdrawal of the General Partner" means an event
that caused the General Partner to cease to be a general partner of the
Partnership as provided in Section 17-402 of the Act.
"General Partner" means L-3 Communications AIS GP Corporation,
a Delaware corporation, and all other persons or entities admitted as
additional or substitute General Partners pursuant to this Agreement,
so long as they remain General Partners.
"L-3" means L-3 Communications Corporation, a Delaware
corporation and an affiliate of the Partnership.
"Limited Partners" means L-3 Communications Investments Inc.
and all other persons or entities admitted as additional or substitute
Limited Partners pursuant to this Agreement, so long as they remain
Limited Partners.
"Partners" means those persons or entities who from time to
time are the General Partner and the Limited Partners.
3. Purpose. The purpose of the Partnership shall be to acquire and hold
certain assets, liabilities and investments acquired by L-3 or any its
affiliates, and to engage in
2
such other activities as are necessary, incidental or ancillary thereto as the
General Partner shall deem necessary or advisable.
4. Offices.
(a) The principal place of business and office of the Partnership shall
be located at, and the Partnership's business shall be conducted from, such
place or places as the General Partner may designate to the Partners from time
to time.
(b) The registered office of the Partnership in the State of Delaware
shall be located at c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801. The name and address of the
registered agent of the Partnership for service of process on the Partnership in
the State of Delaware shall be The Corporation Trust Company, 1209 Orange
Street, Wilmington, County of New Castle, Delaware 19801.
5. Partners. The name and business or residence address of each Partner
of the Partnership, the General Partner and the Limited Partners being
separately designated, are as set forth on Schedule A attached hereto.
6. Term. The term of the Partnership commenced on the date of filing of
the Certificate of Limited Partnership of the Partnership in accordance with the
Act and shall continue until dissolution of the Partnership in accordance with
Section 14 of this Agreement.
7. Management of the Partnership.
(a) The General Partner shall have the exclusive right to manage the
business of the Partnership, and shall have all powers and rights necessary,
appropriate or advisable to effectuate and carry out the purposes and business
of the Partnership and, in general, all powers permitted to be exercised by a
general partner under the laws of the State of Delaware. The General Partner may
appoint, employ, or otherwise contract with any persons or entities for the
3
transaction of the business of the Partnership or the performance of services
for or on behalf of the Partnership, and the General Partner may delegate to any
such person or entity such authority to act on behalf of the Partnership as the
General Partner may from time to time deem appropriate.
(b) No Limited Partner, in his status as such, shall have the right to
take part in the management or control of the business of the Partnership or to
act for or bind the Partnership or otherwise to transact any business on behalf
of the Partnership.
8. Capital Contributions. Partners shall make capital contributions to
the Partnership in such amounts and at such times as they shall mutually agree.
9. Assignments of Partnership Interest.
(a) No Limited Partner may sell, assign, pledge or otherwise transfer
or encumber (collectively "transfer") all or any part of his interest in the
Partnership, nor shall any Limited Partner have the power to substitute a
transferee in his place as a substitute Limited Partner, without, in either
event, having obtained the prior written consent of the General Partner, which
consent may be given or withheld in its sole discretion.
(b) The General Partner may not transfer all or any part of its
interest in the Partnership, nor shall the General Partner have the power to
substitute a transferee in its place as a substitute General Partner, without,
in either event, having obtained the consent of all of the Limited Partners.
10. Withdrawal. No Partner shall have the tight to withdraw from the
Partnership except with the consent of the General Partner and upon such terms
and conditions as may be specifically agreed upon between the General Partner
and the withdrawing Partner. The provisions hereof with respect to distributions
upon withdrawal are exclusive and no Partner
4
shall be entitled to claim any further or different distribution upon withdrawal
under Section 17-604 of the Act or otherwise.
11. Additional Partners. The General Partner shall have the right to
admit additional Limited Partners upon such terms and conditions, at such time
or times, and for such capital contributions as shall be determined by the
General Partner; and in connection with any such admission, the General Partner
shall have the right to amend Schedule A hereof to reflect the name, address and
capital contribution of the admitted Limited Partner.
12. Allocations and Distributions. Distributions of cash or other
assets of the Partnership shall be made at such times and in such amounts as the
General Partner may determine. Distributions shall be made to (and profits and
losses shall be allocated among) Partners pro rata in accordance with the amount
of their contributions to the Partnership.
13. Return of Capital. No Partner has the right to receive, and the
General Partner has absolute discretion to make, any distributions to a Partner
which include a return of all or any part of such Partner's capital
contribution, provided that upon the dissolution of the Partnership, the assets
of the Partnership shall be distributed as provided in Section 17-804 of the
Act.
14. Dissolution. The Partnership shall be dissolved and its affairs
wound up and terminated upon the first to occur of the following:
(a) The determination of the General Partner to dissolve the
Partnership; or
(b) The occurrence of (i) an event of withdrawal of the General Partner
or (ii) any other event causing a dissolution of the Partnership under Section
17-801 of the Act, provided, however, the Partnership shall not be dissolved or
required to be wound up upon an event of withdrawal of the General Partner
described in Section 14(c)(i) if (A) at the time of the
5
occurrence of such event of withdrawal there is at least one remaining general
partner of the Partnership who carries on the business of the Partnership (any
remaining general partner being hereby authorized to carry on the business of
the Partnership), or (B) within ninety (90) days after the occurrence of such
event of withdrawal, all remaining partners agree in writing to continue the
business of the Partnership and to the appointment, effective as of the date of
the event of withdrawal, of one (1) or more additional general partners of the
Partnership.
15. Amendments. This Agreement may be amended only upon the written
consent of all Partners.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
6
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of February __, 2002.
GENERAL PARTNER:
L-3 COMMUNICATIONS AIS GP CORPORATION
By: /s/ Christopher C. Cambria
--------------------------------
Name: Christopher C. Cambria
Title: Vice President
LIMITED PARTNER:
L-3 COMMUNICATIONS INVESTMENTS INC.
By: /s/ Christopher C. Cambria
--------------------------------
Name: Christopher C. Cambria
Title:
SCHEDULE A
A. GENERAL PARTNER
Name & Address
L-3 Communications AIS GP Corporation
600 Third Avenue
New York, New York 10016
B. LIMITED PARTNER
Name & Address
L-3 Communications Investments Inc.
600 Third Avenue
New York, New York 10016