EXHIBIT 10-1
For Bank use only
Received by:_________________
Approved by:_________________
Other:_______________________
NORTH FORK BANK
RESTATED AND AMENDED TERM LOAN NOTE
The within is a restatement and amendment and
continuation of that certain prior Amended and
Restated Term Note between Apple Bank for Savings
and Logimetrics, Inc., said Note having been
previously assigned by Apple Bank for Savings to
North Fork Bank pursuant to an Assignment and
Assumption Agreement dated December 18, 1992; said
Note having been previously restated and amended
pursuant to a Restated and Amended Term Loan Note
in the principal amount of $358,322 dated November
18, 1993; said Note having been previously
restated, increased and amended pursuant to a
Further Restated, Increased and Amended Term Loan
Note in the principal amount of $800,000 dated
March 7, 1996.
BORROWER: LOGIMETRICS, INC.
PRINCIPAL: $640,000.04 Date: April 25, 1997
PROMISE TO PAY: The undersigned (the "Borrower"), does hereby promise to pay to
the order of NORTH FORK BANK (the "Bank") at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at any of its branches, the sum of SIX HUNDRED
FORTY THOUSAND and 04/100 ($640,000.04) DOLLARS plus interest thereon, from the
date hereof in the manner set forth below (the "Loan").
RATE AND PAYMENT: The unpaid principal balance hereof shall bear interest at
that rate equal to two (2%) percent per annum in excess of that rate stated by
the Bank to be its Prime Rate from time to time in effect, payable monthly in
arrears commencing on May 1, 1997 and on the 1st day of each month thereafter.
In addition to the aforementioned payments of interest, the Borrower shall pay
to the Bank twenty (20) equal consecutive monthly payments of principal each in
the amount of Thirty-Two Thousand ($32,000) Dollars commencing on May 1, 1997
and on the 1st day of each month thereafter together with a final payment of all
outstanding principal, interest and/or related charges on December 31, 1998,
which shall be the maturity day of this Note.
Wherever any payment to be made under this Note is required to be paid on a date
that is a Saturday, Sunday or public holiday, or the equivalent for banks under
the laws of the State of New York, such payment may be made on the next
succeeding business day, and such extension of time shall in such case be
included in the computation of interest due.
The Bank may charge any account of the Borrower for any payment due to the Bank
hereunder.
All payments due under the Note shall be made by automatic debit from an account
maintained by the Borrower for such purpose at the Bank in which the Borrower
shall maintain balances sufficient to pay each monthly payment due to the Bank
under the Loan. In the event that the money maintained in such account is
insufficient for any payment due under this Note, the Bank may charge any
account of the Borrower for any payment due to the Bank under this Note.
Payments shall be applied first to interest on unpaid principal balances to the
date payment is received by the Bank and then to reduction of principal. If the
interest rate is based on the Bank's announced Prime Rate, the interest rate
shall change when the Prime Rate changes and nothing herein shall prevent the
Bank from loaning money at less than Prime Rate on such terms and conditions as
it deems advisable. Interest shall be calculated on a 360 day year and actual
number of days elapsed.
PREPAYMENT: Prepayment in whole or in part may be made at any time without
penalty.
DEFAULT INTEREST RATE: The unpaid principal sum due under this Note shall bear
interest at a rate equal to five (5%) percent above the rate set forth above on
and after the occurrence of any event of default and until the entire principal
sum hereof has been fully paid, both before and after the entry of any judgment
with respect to such event, but in no event shall the rate either before or
after the occurrence of any event of default exceed the highest rate of
interest, if any, permitted under applicable New York or Federal Law. Such rate
of interest shall continue until such time as any event of default that may be
cured by the Borrower is cured to the satisfaction of the Bank, at which time
the previously stated interest rate shall re-commence. In no event shall the
rate either before or after the occurrence of any such default exceed the
highest rate of interest, if any, permitted under applicable New York or Federal
Law.
RIGHT OF OFFSET: If any payment is not made on time, or if the entire balance
becomes due and payable and is not paid, all or part of the amount due may be
offset out of any account or other property which the Borrower has at the Bank
or any affiliate of the Bank without prior notice or demand.
LATE CHARGES: The Borrower will pay a charge of five (5%) percent of the amount
of any payment which is not made within ten (10) days of its respective due
date, or, if applicable, which cannot be debited from its account due to
insufficient balance on the debit date.
SECURITY: This Note is secured by:
(1) a security interest in and assignment and pledge of all monies,
deposits, or other sums now or hereafter held by the Bank on deposit, in
safekeeping, transit or otherwise, at any time credited by or due from Bank to
the Borrower, or in which the Borrower shall have an interest; and
(2) a continuing first lien against all assets of the Borrower as set
forth, in part, in that certain Restated and Amended General Security Agreement
dated of even date herewith.
CONDITIONS PRECEDENT:
The Borrower shall satisfy the following conditions precedent
including delivery to the Bank of the following:
(a) An executed copy of this Note;
(b) The Bank shall continue to maintain its first perfected security
interest in certain assets of the Borrower (the "Collateral") pursuant to the
general security agreement (the "Security Agreement") as reaffirmed of even date
herewith;
(c) A copy of the resolutions passed by the Borrower's Board of
Directors certified by its Secretary or Assistant Secretary as being in full
force and effect on the date of this Agreement, authorizing the Loan herein
provided for, the execution, delivery and performance of this Note and any other
instrument or agreement required hereunder and containing a certificate of
incumbency as to the person or persons authorized to execute and deliver the
same; and
(d) All other documents reasonably required by the Bank and/or its
counsel in order to evidence and/or secure the Bank's position as set forth
herein.
REPRESENTATIONS AND WARRANTIES: The Borrower hereby represents and warrants to
the Bank that:
(a) The Borrower is duly organized, validly existing and in good
standing under the laws of the State of its formation and is qualified to do
business and in good standing under the laws of each state where its failure to
so qualify would have a material adverse effect on its business, operations or
properties;
(b) This Note, the Security Agreement and all other documents executed
and delivered herewith have been duly authorized, executed and delivered and
constitute the valid and legally binding obligations of the Borrower,
enforceable in accordance with their respective terms, including the granting to
the Bank of a first perfected security interest in the Collateral;
(c) The execution and delivery of this Note, the Security Agreement
and all other documents executed and delivered herewith and performance
hereunder and thereunder, will not violate any provision of law;
(d) Except as set forth in the annexed Disclosure Schedule, there are
no actions or proceedings pending before any court or governmental authority,
bureau or agency, with respect to or threatened against or affecting the
Borrower, or any Subsidiary, which if determined adversely would have a material
adverse effect on the business, the assets or the financial condition of the
Borrower or any Subsidiary. As used herein, the term "Subsidiary" or
"Subsidiaries" means any corporation or corporations of which the Borrower
alone, or the Borrower and/or one or more of its Subsidiaries, owns, directly or
indirectly, at least a majority of the securities having ordinary voting power
for the election of directors;
(e) Except as set forth in the annexed Disclosure Schedule, the
Borrower is not in default under, or in violation of, any term of any agreement,
ordinance, resolution, decree, bond, note, indenture, order or judgment to which
it is a party or by which it is bound, or by which any of the properties or
assets owned by or used in the conduct of its business is affected, which
default or violation may have a material adverse effect on its business, assets
or financial condition. The operations of the Borrower comply in all material
respects with all laws, ordinances and regulations applicable to it;
(f) The Borrower is not a party to or bound by, nor are any of the
properties or assets owned by it or used in the conduct of its business affected
by any agreement, ordinance, resolution, decree, bond, note, indenture, order or
judgment, or subject to any charter or other corporate restriction, which
materially and adversely affects its business, assets or financial condition;
(g) All balance sheets, profit and loss statements and other financial
information heretofore furnished to the Bank are complete and present fairly the
financial condition of the Borrower and its Subsidiaries as at the dates thereof
and for the periods covered thereby, including contingent liabilities of every
kind, which financial conditions have not materially adversely changed since the
date of the most recently dated balance sheet of the Borrower heretofore
furnished to the Bank;
(h) No part of the proceeds of the Loan which is evidenced by this
Note will be used directly or indirectly for the purpose of purchasing or
carrying, or for payment in full or in part of indebtedness which was incurred
for the purpose of purchasing or carrying, any margin stock as such term is
defined in Sec. 221.3 of Regulation U of the Board of Governors of the Federal
Reserve System;
(i) The Borrower and its Subsidiaries are in compliance in all
material respects with the Employees Retirement Income Security Act of 1974
("ERISA") and all rules and regulations thereunder. Neither the Borrower nor any
of its Subsidiaries has any unfunded vested liability under any type of plan
described in Section 4021(a) of ERISA ("Pension Plan")
and no reportable event, as set forth in Section 4043(b) of ERISA, has occurred
or is continuing with respect to any Plan.
FINANCIAL STATEMENTS: The Borrower shall deliver to the Bank:
(a) Annually, as soon as available, but in any event within one
hundred twenty (120) days after the last day of each fiscal year, audited
financial statements, including balance sheets as of the last day of the fiscal
year and statements of income and retained earnings and changes in financial
condition for such fiscal year each prepared in accordance with generally
accepted accounting principles, consistently applied ("GAAP") for the period and
prior periods by Deloitte & Touche, LLP or other independent Certified Public
Accountants satisfactory to the Bank;
(b) As soon as available, but in any event within twenty (20) days
after the end of each month (but forty-five (45) days after the end of each
fiscal quarter), internally prepared financial statements of the Borrower each
prepared in accordance with GAAP and jobs-in-progress reports for said period
and prior periods;
(c) 10K and 10Q reports and documentation within the prescribed
reporting period;
(d) Within a reasonable time after a written request therefor, such
other financial data or information as the Bank may reasonably request from time
to time;
(e) At the same time as it delivers the financial statements required
under the provisions of subsections (a) and (b) hereof, a certificate signed by
the President or the chief financial, or accounting, officer of the Borrower, to
the effect that no Event of Default hereunder or material default under any
other agreement to which the Borrower or any Subsidiary is a party or by which
it is bound, or by which any of its properties or assets may be affected, and no
event which, with the giving of notice or the lapse of time, or both, would
constitute such an Event of Default, has occurred, except as set forth in the
annexed Disclosure Schedule;
(f) On not less than a monthly basis, no later than the twentieth
(20th) day after each such month, the Borrowing Base Certificate referenced
herein and backlog reports and accounts receivable agings of the Borrower;
(g) Annual budget at closing and semi-annual budget thereafter on each
January 20 and July 20.
AFFIRMATIVE COVENANTS: The Borrower will, and with respect to the agreements set
forth in subsections (a) through (f) hereof, will cause each Subsidiary to:
(a) With respect to its properties, assets and business, maintain
insurance against loss or damage, to the extent that property, assets and
businesses of similar character are usually so insured by companies similarly
situated and operating like properties, assets or
businesses with responsible insurance companies satisfactory to the Bank, said
insurance to indicate the Bank as an additional insured and loss payee;
(b) Duly pay and discharge all taxes or other claims which might
become a lien upon any of its properties except to the extent that such items
are being in good faith appropriately contested;
(c) Maintain, preserve and keep its properties in good repair, working
order and condition, and make all reasonable repairs, replacements, additions,
betterments and improvements thereto;
(d) Conduct its business in substantially the same manner and in
substantially the same fields as such business is now carried on and conducted;
(e) Comply with all statutes, rules and regulations and maintain its
corporate existence;
(f) Permit the Bank to make or cause to be made, inspections and
audits of any books, records and papers of the Borrower and of any Subsidiary
and each endorser hereof and to make extracts therefrom at all such reasonable
times and as often as the Bank may reasonably require;
(g) Immediately give notice to the Bank that an Event of Default has
occurred or that an event which, with the giving of notice or lapse of time, or
both, would constitute an Event of Default, has occurred and specifying the
action which the Borrower has taken and proposes to take with respect thereto;
(h) In addition to the aforementioned, the Borrower agrees that the
following financial covenants are covenants upon which the Bank relies in the
extension of the obligation evidenced hereby and that any violation or default
under same shall constitute an Event of Default under the terms hereof:
(1) at the end of each fiscal quarter during the term hereof, the
Borrower shall maintain a Tangible Net Worth of (-$3,042,322) or greater
(as calculated in accordance with GAAP). For purposes hereof "Tangible Net
Worth" shall mean, at any date, (i) the net book value of assets (other
than patents, patent rights, trademarks, trade names, franchises,
copyrights, licenses, permits, goodwill and other intangible assets
classified as such in accordance with GAAP) after all appropriate
adjustments in accordance with GAAP (including, without limitation,
reserves for doubtful receivables, obsolescence, depreciation and
amortization) plus (ii) subordinated indebtedness, in each case computed in
accordance with GAAP;
(2) at the end of each fiscal quarter during the term hereof, the
Borrower shall report a net income (gross income less taxes and
extraordinary items) of not less than $1.00.
COMPENSATING BALANCE AND DEFICIENCY FEE AGREEMENT: If at any time during the
term hereof, the aggregate average monthly ledger balance maintained in the
non-interest deposit accounts of the Borrower at the Bank are less than
$220,000, the Borrower shall pay to the Bank an additional fee equal to (a) the
difference between $220,000 and the aggregate average monthly ledger balance
maintained in the non-interest bearing deposit accounts of the Borrower at the
Bank, multiplied by (b) a fixed rate (the "Deficiency Rate") equal to four (4%)
percent in excess of the Bank's Prime Rate, based on a 360 day year and actual
number of days elapsed. The $220,000 Compensating Balance requirement set forth
herein is intended as an aggregate requirement for all obligations of the
Borrower to the Bank. The Deficiency Rate shall be established on the first day
of each January and July and shall be applicable for the immediately ensuing six
(6) month period.
The fee defined herein shall be due and payable within fifteen (15) days
following the end of each calendar quarter and shall be debited by the Bank from
any account maintained by the Borrower at the Bank. The Borrower shall maintain
sufficient funds in said accounts to permit such debit.
Nothing contained herein shall be deemed to require the undersigned to maintain
demand deposit balances at the Bank. The aforementioned is intended as a fee
only and is neither intended, nor to be construed as, an imposition of interest
or other charge.
NEGATIVE COVENANTS: The Borrower will not, and will not permit any Subsidiary
to:
(a) Create, incur, assume or suffer to exist any liability for
borrowed money, except (i) amounts outstanding under the Borrower's twelve (12%)
percent Convertible Senior Subordinated Debentures, (ii) amounts outstanding
under the Borrower's Amended and Restated twelve (12%) percent Convertible
Subordinated Debentures (the aforementioned are collectively referred to herein
as the "Debentures") (iii) indebtedness to the Bank; (iv) existing debt as
reflected on the most recent balance sheet provided to the Bank and further
incurred through the date of this Agreement, which further incurred debt has
been acknowledged by the Borrower to the Bank in writing prior to the execution
hereof; (v) indebtedness of the Borrower not to exceed $2,500,000 to MBF Capital
Corp. (or other entity designated in writing by MBF Capital Corp.), said debt
and any security therefor to be specifically subordinated to the debt of the
Borrower evidenced by this Note and to any security interest granted by the
Borrower to the Bank in connection herewith; and (vi) other indebtedness for
borrowed money (whether or not constituting a refinancing of existing
indebtedness) so long as such indebtedness is not secured by collateral securing
repayment of this Loan and the incurrence of which will not cause a default
hereunder. The Borrower agrees to provide the Bank an opportunity to finance any
additional borrowing needs in excess of $100,000 during the term of this Note;
(b) enter into any merger or consolidation (where the Borrower is not
the surviving entity) or liquidate, wind-up or dissolve itself or sell, transfer
or lease or otherwise dispose of all or any substantial part of its assets;
(c) lend or advance money, credit or property to or invest in (by
capital contribution, loan, purchase or otherwise) any firm, corporation, or
other person where any event of default has occurred and is continuing or where
such transaction would cause an event of default hereunder;
(d) create, assume or permit to exist, any mortgage, pledge, lien or
encumbrance of or upon or security interest in, any of its property or assets
now owned or hereafter acquired except (i) mortgages, liens, pledges and
security interests in favor of the Bank; (ii) subordinate liens incidental to
the Debentures or to be granted to ▇▇▇▇▇▇▇ Brand or MBF Capital Corp. (or other
entity designated in writing by MBF Capital Corp.) as set forth in subsection
(a) hereof; (iii) other liens, charges and encumbrances incidental to the
conduct of its business or the ownership of its property and assets which were
not incurred in connection with the borrowing of money or the obtaining of
advances or credit and which do not materially impair the use thereof in the
operation of its business; (iv) liens for taxes or other governmental charges
which are not delinquent or which are being contested in good faith and for
which a reserve shall have been established in accordance with generally
accepted accounting principles; (v) liens granted to secure purchase money
financing of equipment, provided such liens are limited to the equipment
financed; and (vi) liens granted to refinance unencumbered equipment provided
such liens are limited to the equipment refinanced and the incurrence of which
will not cause a default hereunder or in any other loan agreements or notes with
the Bank;
(e) assume, endorse, be or become liable for or guarantee the
obligations of any other person except by the endorsement of negotiable
instruments for deposit or collection in the ordinary course of business;
(f) declare or pay any preferred dividends where any Event of Default
has occurred and is continuing;
(g) (i) terminate any Pension Plan so as to result in any material
liability to The Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA (the "PBCG"), (ii) engage in or permit any
person to engage in any "prohibited transaction (as defined in Section 406 of
ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended)
involving any Pension Plan which would subject the Borrower to any material tax,
penalty or other liability, (iii) incur or suffer to exist any material
"accumulated funding deficiency" (as defined in Section 302 of ERISA), whether
or not waived, involving any Pension Plan, or (iv) allow or suffer to exist any
event or condition, which presents a material risk of incurring a material
liability to the PBCG by reason of termination of any Pension Plan.
COLLATERAL SECURITY:
(a) As collateral security for the payment of any and all sums owing
under this Note and all other obligations, direct or contingent, joint, several
or independent, of the Borrower and of any Subsidiary and each endorser hereof
now or hereafter existing, due or to become due to, or held, or to be held by,
the Bank, whether created directly or acquired by assignment or otherwise (all
of such obligations, including this Note, are hereinafter called the
"Obligations"), the Borrower hereby grants to the Bank a lien on and security
interest in any and all deposits or other sums at any time credited by or due
from the Bank to the Borrower, whether in regular or special depository accounts
or otherwise, and any and all monies, securities and other property of the
Borrower, and the proceeds thereof, now or hereafter held or received by or in
transit to the Bank from or for the Borrower, whether for safekeeping, custody,
pledge, transmission, collection or otherwise, and any such deposits, sums,
monies, securities and other property, may at any time after the occurrence of
any Event of Default be set-off, appropriated and applied by the Bank against
any of the Obligations whether or not such Obligations are then due or are
secured by any collateral, or, if they are so secured, whether or not such
collateral held by the Bank is considered to be adequate and with respect to all
collateral security the Bank shall have all the rights and remedies available to
it under the Uniform Commercial Code of New York and other applicable law;
(b) This Note is also secured by the Collateral.
EVENTS OF DEFAULT: The Bank may declare the entire unpaid balance of this Note
due and payable on the happening of any of the following events:
(a) Failure to pay any amount required by this Note within ten (10)
days of its respective due date, or any other obligation owed to the Bank by
Borrower, or, if applicable, failure to have sufficient funds in its account for
loan payments to be debited on the due date;
(b) Failure to perform or keep or abide by any negative or financial
covenant set forth herein contained in this Note, or any other document or
instrument given to the Bank in connection with this Loan;
(c) Failure to perform or keep or abide by any other term, covenant,
or condition contained in this Note, or any other document or instrument given
to the Bank in connection with this Loan, said failure continuing for a period
of thirty (30) days after written notice thereof;
(d) Payment Default by the Borrower or any declared default pursuant
to the Debentures;
(e) The Borrower makes an assignment for the benefit of creditors or
admits in writing its inability to pay its debts generally as they become due;
or an order, judgment or decree is entered adjudicating the Borrower as bankrupt
or insolvent; or any order for relief with respect to the Borrower is entered
under the United States Bankruptcy Code; or the Borrower petitions or applies to
any tribunal for the appointment of a custodian, trustee, receiver or liquidator
of the Borrower or of any substantial part of the assets of the Borrower, or
commences any proceeding relating to the Borrower under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction; or any such petition or application is
filed, or any such proceeding is commenced, against the Borrower and either (i)
the Borrower by any act indicates its approval thereof, consents thereto, or
acquiesces therein or (ii) such petition, application or proceeding is not
dismissed within sixty (60) days;
(f) The happening of any event which, in the reasonable judgment of
the Bank, adversely affects the Borrower's ability to repay or the value of any
collateral;
(g) If any material written representation or material statement made
to the Bank by the Borrower is untrue when made;
(h) The occurrence of a default under any other document or instrument
given to the Bank in connection with this Loan;
(i) Failure to provide any financial information on request or permit
an examination of books and records;
j) In the event that any person or "group" (as defined in Rule 13d-5
promulgated under the Exchange Act), other than ▇▇▇▇▇▇▇ Brand acquires or
otherwise obtains the right (whether by contract, through the ownership of
securities or pursuant to any proxy or consent arrangement, voting trust or
otherwise) to appoint, elect or cause the election of a majority of the Board of
Directors of the Company;
(k) if any order is entered by any court or tribunal, at law or in
equity, by or against any of the Obligors for the appointment of any receiver or
any trustee for any of the Obligors and said Order is not discharged within
sixty (60) days from the entry thereof.
ATTORNEYS FEES: In the event the Bank retains counsel with respect to
enforcement of this Note or any other document or instrument given to the Bank,
the Borrower agrees to pay the Bank's reasonable attorneys fees (whether or not
an action is commenced and whether or not in the court of original jurisdiction,
appellate court, bankruptcy court, or otherwise).
SUBSEQUENT AGREEMENTS The Borrower shall be bound by any agreement extending the
time or modifying the above terms of payment made by the Bank without notice to
the Borrower, and the Borrower shall continue to be liable to pay all amounts
due hereunder, but at an interest rate not exceeding the rate set forth herein,
according to the terms of any such agreement of extension or modification.
MISCELLANEOUS:
(a) Only those agreements, representations and warranties made
expressly herein shall survive the delivery of this Note. The Borrower waives
trial by jury, set-off and counterclaim of any nature or description in any
litigation in any court with respect to, in connection with, or arising out of,
this Note or any instrument or document delivered pursuant hereto or the
validity, protection, interpretation, collection or enforcement hereof;
(b) No modification or waiver of or with respect to any provision of
this Note, or consent to any departure by the Borrower from any of the terms or
conditions hereof, shall in any event be effective unless it shall be in writing
and signed by the Bank, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on the Borrower in any case shall, of
itself, entitle it to any other or further notice or demand in similar or other
circumstances;
(c) Each and every right granted to the Bank hereunder or under any
other document delivered hereunder or in connection herewith, or allowed it by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of the Bank or the holder of this Note to exercise, and no
delay in exercising, any right shall operate as a waiver thereof, nor shall any
single or partial exercise of any right preclude any other or future exercise
thereof or the exercise of any other right;
(d) In the event that this Note is placed in the hands of an attorney
for collection by reason of any default hereunder, the Borrower agrees to pay
reasonable attorney's fees so incurred. The Borrower promises to pay all
reasonable out-of-pocket expenses of any nature as soon as incurred whether in
or out of court and whether incurred before or after this Note shall become due
at its maturity date or otherwise and costs which the Bank may deem necessary or
proper in connection with the satisfaction of the indebtedness or the
administration, supervision, preservation, protection (including but not limited
to maintenance of adequate insurance) of or the realization upon the collateral;
(e) The Borrower hereby waives presentment, demand for payment,
protest, notice of protest, notice of dishonor, and any or all other notices or
demands except as otherwise expressly provided for herein;
(f) All accounting terms not otherwise defined in this Note shall have
the meanings ascribed thereto under generally accepted accounting principles;
(g) Delay or failure of the Bank to exercise any of its rights under
this Note shall not be deemed a waiver thereof. No waiver of any condition or
requirement shall operate as a waiver of any other or subsequent condition or
requirement. The Bank or any other holder of this Note need not present it
before requiring payment. The Borrower waives trial by jury, offset, and
counterclaim with respect to any action arising out of or relating to this Note.
This Note may not be modified or terminated orally. This Note shall be governed
by the laws of the State of New York without regard to its conflicts of laws
rules. The Borrower irrevocably consents to the jurisdiction and venue of the
New York State Supreme Court, Suffolk County in any action concerning this Note.
This Note is binding upon the Borrower, its heirs, successors and assigns;
(h) The Borrower expressly warrants and represents that no statements,
agreements or representations, whether oral or written, have been made by the
Bank, or by any employee, agent or broker of the Bank with respect to the
obligation or debt evidenced by this Note. The Borrower further expressly
warrants and represents that (i) no oral commitment has been made by the Bank to
extend or continue any credit to the Borrower or any party other than as
expressly stated herein or in those certain documents executed in connection
herewith, (ii) no representation or agreement has been made by or with the Bank,
or any employee, agent or
broker of the Bank, to forebear or refrain in any way from exercising any right
or remedy in its favor hereunder or otherwise unless expressly set forth herein,
and (iii) the Borrower has not and will not rely on any commitment to extend or
continue any credit, nor on any agreement to forebear or refrain from exercising
rights or remedies unless such commitment or agreement shall be in writing and
duly executed by an authorized officer of the Bank.
NOTICES: All notices, requests and other communications pursuant to this Note
shall be in writing, either by letter (delivered by hand or sent by certified
mail, return receipt requested) or telegram, addressed as follows:
(a) if to the Borrower:
Logimetrics, Inc.
▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
(b) if to the Bank:
North Fork Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
Any notice, request or communication hereunder shall be deemed to have
been given when deposited in the mails, postage prepaid, or in the case of
telegraphic notice, when delivered to the telegraph company, addressed as
aforesaid. Any party may change the person
or address to whom or which the notices are to be given hereunder, but any such
notice shall be effective only when actually received by the party to whom it is
addressed.
IN WITNESS WHEREOF, the Borrower has signed this Note the 25th day of
April, 1997.
LOGIMETRICS, INC.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
STATE OF NEW YORK )
) ss.:
COUNTY OF SUFFOLK )
On this 25th day of April, 1997, before me personally came ▇▇▇▇▇▇
▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that he has
an address at c/o LOGIMETRICS, INC., ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, that he is the
President of LOGIMETRICS, INC., the corporation described in, and which
executed, the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________
NOTARY PUBLIC
▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public, State of New York
No. 4804466
Qualified In Nassau County
Commission Expires February 28, 1999
[SCHEDULES OMITTED]