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Letter of Transmittal

 

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Title:

Letter of Transmittal

Entities:

Power Paragon Inc

Date:

2005

Size:

Preview shows 8KB of 46KB total

Price:

$45

ID:

#1393110

 

 

► Miscellany ► Letters ► Letters of ... ► Letters of Transmittal

 

 

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                              LETTER OF TRANSMITTAL
                                       FOR
                                  $650,000,000
                    5 7/8% SENIOR SUBORDINATED NOTES DUE 2015
                                       OF

                         L-3 COMMUNICATIONS CORPORATION
       THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
      NEW YORK CITY TIME, ON [     ], [     ], 2005 (THE "EXPIRATION DATE")
                               UNLESS EXTENDED BY
                         L-3 COMMUNICATIONS CORPORATION


                             The Exchange Agent Is:


                              THE BANK OF NEW YORK




            By Mail:                 By Facsimile:        By Hand or Overight Delivery:
       The Bank of New York      The Bank of New York         The Bank of New York
        Reorganization Unit     Attention: [         ]         Reorganization Unit
    101 Barclay Street-7 East      (212) [         ]           101 Barclay Street
        New York, NY 10286                               Lobby Level-Corp. Trust Window
                                  Confirm Receipt of
      Attention: [         ]                                   New York, NY 10286
                                Facsimile by telephone
                                                             Attention: [         ]
                                   (212) [         ]
                                   ----------------


     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     The undersigned acknowledges receipt of the Prospectus dated [          ],
[    ] (the "Prospectus") of L-3 Communications Corporation (the "Company"),
and this Letter of Transmittal (the "Letter of Transmittal"), which together
describe the Company's offer (the "Exchange Offer") to exchange its 57/8%
Series B Senior Subordinated Notes due 2015, which have been registered under
the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange
Notes"), for each of its 57/8% Senior Subordinated Notes due 2015 (the
"Outstanding Notes" and, together with the Exchange Notes, the "Notes") from
the holders thereof.

     The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes are freely transferable by holders
thereof (except as provided herein or in the Prospectus) and are not subject to
any covenant regarding registration under the Securities Act.

     YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.

     The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.



                            PLEASE READ THE ENTIRE
                   LETTER OF TRANSMITTAL AND THE PROSPECTUS
                   CAREFULLY BEFORE CHECKING ANY BOX BELOW.

     List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
aggregate principal amounts should be listed on a separate signed schedule
affixed hereto.





                        DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
   Name(s) and Address(es)                       Aggregate Principal
    of Registered Holder(s)     Certificate     Amount Represented        Principal Amount
  (Please fill in)               Number(s)*     by Outstanding Notes*        Tendered**




                                Total


 * Need not be completed by book-entry holders.

 ** Unless otherwise indicated, the holder will be deemed to have tendered the
    full aggregate principal amount represented by such Outstanding Notes. See
    Instruction 2.

     Holders of Outstanding Notes whose Outstanding Notes are not immediately
available or who cannot deliver all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.

     Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Outstanding Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Outstanding Notes are held of
record by The Depository Trust Company ("DTC").

-   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
    NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

     Name of Registered
Holder(s):
           ----------------------------------------------------


     Name of Eligible Institution that Guaranteed
Delivery:
          ----------------------------------


     Date of Execution of Notice of Guaranteed
Delivery:
          ------------------------------------


     If Delivered by Book-Entry Transfer:

     Name of Tendering
Institution:
             ----------------------------------------------------


     Account
Number:
       --------------------------------------------------------------


     Transaction Code
Number:
        -------------------------------------------------------


-   CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE
    PERSON SIGNING THIS LETTER OF TRANSMITTAL:

    Name:
          ----------------------------------------------------------------------



  Address:
           ---------------------------------------------------------------------



                                       2


-   CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT
    FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

    Name:
          ----------------------------------------------------------------------



  Address:
          ----------------------------------------------------------------------



-   CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR
    YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
    AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES
    OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

    Name:
          ----------------------------------------------------------------------



  Address:
           ---------------------------------------------------------------------



     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale
of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. A broker-dealer may not
participate in the Exchange Offer with respect to Outstanding Notes acquired
other than as a result of market-making activities or other trading activities.
Any holder who is an "affiliate" of the Company or who has an arrangement or
understanding with respect to the distribution of the Exchange Notes to be


 

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