EXHIBIT 10.7
SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
INTERCREDITOR AGREEMENT, WAIVER AND CONSENT
SECOND AMENDED AND RESTATED SECURITY AGREEMENT, INTERCREDITOR
AGREEMENT, WAIVER AND CONSENT ("Agreement"), dated March 7, 1996, as amended and
restated as of July 29, 1997 and as of August 31, 1999, among LOGIMETRICS, INC.,
a Delaware corporation ("LogiMetrics"), and mmTech, Inc., a New Jersey
corporation ("mmTech" and, together with LogiMetrics, the "Borrowers"), CERBERUS
PARTNERS, L.P., a Delaware limited partnership ("Cerberus"), as the agent under
the Amended and Restated Security Agreement and as a Holder (as defined below),
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, as Agent (in such capacity, the "Agent") for
itself and the Holders listed on the signature page hereto, and any other
persons becoming Holders from time to time.
INTRODUCTION
Certain of the Holders listed on the signature page hereto are the
holders of all of the outstanding Class A 13% Convertible Senior Subordinated
Pay-In-Kind Debentures due July 29, 1999 in the principal amounts set forth
opposite their names on Schedule 3(b) hereto (together with any additional
debentures issued in lieu of cash interest thereon, the "Class A Debentures");
and
Cerberus is the Holder of all of the outstanding Amended and Restated
Class B 13% Convertible Senior Subordinated Pay-In-Kind Debentures due July 29,
1999 (together with any additional debentures issued in lieu of cash interest
thereon, the "Class B Debentures"); and
Certain of the Holders listed on the signature page hereto are the
holders of all of the outstanding Class C 13% Convertible Senior Subordinated
Debentures due September 30, 1999 in the principal amounts set forth opposite
their names on Schedule 3(b) hereto (together with any additional debentures
issued in lieu of cash interest thereon, the "Class C Debentures" and, together
with the Class A Debentures and the Class B Debentures, the "Debentures"); and
The obligations of the Company under the Class A Debentures and the
Class B Debentures are secured pursuant to the terms of an Amended and Restated
Security Agreement, dated March 7, 1996, as amended and restated as of July 29,
1997 (the "Amended and Restated Security Agreement"), among the Company and
Cerberus, as Agent; and
On the date hereof, certain of the Holders listed on the signature
page hereto are lending an aggregate of $775,000 and may, in their discretion,
advance an additional $225,000 to the Borrowers (the "Loans"); such Loans being
evidenced by Secured Promissory Notes (the "Notes") in the aggregate principal
amount of $1,000,000 and in the principal amounts set forth opposite their names
on Schedule 3(b) hereto; and
The parties hereto have agreed that Cerberus shall be relieved of any
obligations as agent under the Amended and Restated Security Agreement as of the
date hereof and that the Agent shall act as Agent hereunder and shall have the
rights and obligations expressly set forth herein.
As an inducement for making the Loans and granting the consents and
waivers herein and as a condition precedent thereto, the parties hereto wish to
amend and restate the terms of the Amended and Restated Security Agreement as
provided herein to, among other things, (i) grant to the Agent for the benefit
of the Holders (as defined below) security interests in certain collateral of
mmTech, (ii) extend the security interests created by the Amended and Restated
Security Agreement to secure the obligations of the Company under the Class C
Debentures and the obligations of the Borrowers under the Notes as set forth
herein, (iii) provide for the relative rights and priorities of payment and
security among the Debentures and the Notes, and (iv) evidence the waivers and
consents of the Holders of the Debentures permitting the Loans and the security
interests herein extended;
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:
1. Definitions.
1.1 Defined Terms. Capitalized terms in this Agreement shall
be defined as follows (and as defined elsewhere in this Agreement):
"Agent" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC as agent for the Holders
pursuant to this Agreement, or such other Person as shall have been subsequently
appointed as a successor agent pursuant to this Agreement.
"Bridge Holders" means the Holders, from time to time, of the Notes.
"Bridge Majority Holders" means the Holders of at least a majority in
aggregate principal amount of the Notes outstanding at the time of determination
of such majority.
"Class A Holders" means the registered holders, from time to time, of
the Class A Debentures.
"Class A Majority Holders" means the registered holders of at least a
majority in aggregate principal amount of the Class A Debentures outstanding at
the time of determination of such majority.
"Class B Holders" means the registered holders, from time to time, of
the Class B Debentures.
"Class B Majority Holders" means the registered holders of at least a
majority in aggregate principal amount of the Class B Debentures outstanding at
the time of determination of such majority.
"Class C Holders" means the registered holders, from time to time, of
the Class C Debentures.
"Class C Majority Holders" means the registered holders of at least a
majority in aggregate principal amount of the Class C Debentures outstanding at
the time of determination of such majority; provided, however, that ▇▇▇▇▇▇▇ ▇.
Brand and any subsequent Holder of the Brand Debentures (as defined below) shall
not have the right to consent or withhold consent to any action taken by the
Class C Holders and provided, further, that, for purposes of determining the
amount of Class C Debentures outstanding at any time, all Class C Debentures
held by ▇▇▇▇▇▇▇ ▇. Brand or any subsequent Holder of such Debentures (including
any replacements thereof or substitutions therefor) (the "Brand Debentures")
shall be excluded.
"Collateral" means all personal property and fixtures in which any
Borrower has or shall have an interest, now or hereafter existing, created or
acquired, and wherever located, tangible or intangible, including but not
limited to all present and hereafter existing or acquired "accounts", "general
intangibles", "equipment", "goods", "inventory" (including raw materials,
components, work-in process, finished merchandise and packing and shipping
materials), "chattel paper", "documents", "instruments" and "investment
securities" (as those terms are defined in the UCC), and money, documents,
securities, deposits, books and records pertaining to intangible Collateral
regardless of the form in which records are maintained, patents and patent
rights, trademarks, copyrights, credits, claims and demands, including any
credits, claims and demands against the Agent or any Holder, and all proceeds,
products, returns, additions, accessions and substitutions of and to any of the
foregoing.
"Holders" means, collectively, the Class A Holders, the Class B
Holders, the Class C Holders, the Bridge Holders, and any subsequent transferees
thereof.
"Loan Documents" means, collectively, the Letter Agreement, dated of
even date herewith, among the Borrowers, ▇▇▇▇▇▇▇ ▇. Brand and the Agent, the
Class A Debentures, the Class B Debentures, the Class C Debentures, the Notes,
this Agreement and any other agreement, assignment or document executed in
connection therewith.
"Obligations" means all indebtedness, obligations, liabilities, and
guarantees of any kind of the Borrowers to the Agent or any Holders arising
under, or in connection with the Loan Documents, now existing or hereafter
arising, and whether direct or indirect, acquired outright, conditionally or as
collateral security from another, absolute or contingent, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, whether or not of a
nature presently contemplated by the parties or subsequently agreed to by them
including, without limitation, all principal, interest, expenses, other sums,
duties and obligations owing from time to time under the Loan Documents.
"Priority Amount" means the $1,500,000 aggregate amount actually
advanced to LogiMetrics by the original Holders of the Class C Debentures (other
than ▇▇▇▇▇▇▇ ▇. Brand).
"Senior Debt" means only the following (and no other indebtedness of
any kind or nature whatsoever): (i) the Company's indebtedness to the Senior
Lender under that certain the $2,000,000 Reduced and Extended Revolving Credit
Note, dated as of July 2, 1999, together with interest thereon (the "Facility")
and (ii) renewals, extensions, refinancings, deferrals, restructurings,
amendments, modifications and waivers of the Facility; provided, however, that
the principal amount of the Senior Debt shall not exceed the amount authorized
in the Debentures.
"Senior Lender" means North Fork Bank and any successor lender
permitted under the Debentures.
"Special Majority" means, collectively, the Bridge Majority Holders,
the Class A Majority Holders, the Class B Majority Holders and the Class C
Majority Holders, each acting as a separate class.
"UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.
1.2 Rules of Construction. In this Agreement, unless specified
otherwise:
a. "Any" means "any one or more"; "including" means "including
without limitation"; "or" means "and/or".
b. Singular words include plural, and vice versa.
c. Headings are for convenience only, and do not affect the
meaning of any provision;
d. Reference to an agreement includes reference to its permitted
supplements, restatements, amendments and other modifications.
e. Reference to a law includes reference to any amendment or
modification of the law and to any rules or regulations issued thereunder.
f. Reference to a person includes reference to its permitted
successors and assigns in the applicable capacity.
g. Reference to a Section, Exhibit, or Schedule signifies
reference to a Section, Exhibit, or Schedule of this Agreement, unless the
context clearly indicates otherwise.
h. "Hereunder," "hereto," "hereof," "herein," and like words,
refer to the whole of this Agreement rather than to a particular part
hereof, unless the context clearly indicates otherwise.
1.3 No Strict Construction. The parties acknowledge that this
Agreement and the other Loan Documents have been prepared jointly, and shall not
be strictly construed against any party.
2. Grant of Security Interest.
Each of the Borrowers hereby grants to the Agent, for its benefit
and the ratable benefit of the Holders, a valid and binding second security
interest (subject to that pre-existing first priority security interest in the
Collateral held by the Senior Lender and the security interests listed in
Schedule 3(c) attached hereto) in, and assigns and pledges to the Agent, for
its benefit and the benefit of the Holders, the Collateral as security for the
full payment, performance, and observance by the Borrowers of the Obligations.
Each Borrower hereby agrees to transfer and deliver to the Agent all Collateral
which the Agent is required or entitled to take possession of in order to
perfect the security interests, assignments and pledges therein.
3. Warranties and Agreements. Each Borrower warrants and agrees that:
(a) Collateral location and use; no conflicts; no existing
defaults; outstanding indebtedness. Its chief executive offices and place of
business, its financial books and records relating to the Collateral, and the
Collateral, are located at its address for notices contained in Section 17 of
this Agreement, except for certain Collateral and/or records maintained at the
locations specified in Schedule 3(a) attached hereto as described in such
Schedule 3(a). It will not relocate any of the Collateral from said location
without the proper written consent of the Agent. The Collateral was or will be
acquired by it solely for use in its business at said location, and the
Collateral is not and shall not be used for any other use.
The execution, delivery and performance in accordance with their
respective terms by it of this Agreement, the Notes and the other Loan Documents
do not and (absent any change in any applicable law or applicable agreement,
understanding or instrument to which it is a party or by which it or any of its
properties is bound) will not (a) require any consent, approval, registration or
notice to or with any governmental agency or any other consent or approval,
including any consent or approval of its stockholders, other than those that
have been obtained and are in full force and effect, copies of which have been
provided to the Agent or (b) violate or conflict with, result in a breach of,
constitute a default under, or result in or require the creation of any lien
upon any of its assets under, (i) any contract, agreement, understanding or
instrument to which it is a party or by which it or any of its properties is
bound or (ii) any applicable law, rule or regulation, other than violations,
conflicts and defaults which (A) have been irrevocably waived, which waivers are
in full force and effect and copies of which have been provided to the Agent, or
(B) would not have a material adverse effect upon its ability to perform its
obligations hereunder or result in the imposition of any material lien upon the
Collateral.
No event or circumstance has occurred and is continuing as of the
date hereof that constitutes, or with notice or passage of time or both would
constitute, an event of default under any of the Senior Debt, the Debentures or
any of its other material indebtedness, either before or after giving effect to
this Agreement, the Notes and the other Loan Documents, and the transactions
contemplated hereby and thereby, other than other than defaults or events of
default which have been irrevocably waived, which waivers are in full force and
effect and copies of which have been provided to the Agent, and other than
defaults which would not have a material adverse effect upon its ability to
perform its obligations hereunder or result in the imposition of any material
lien upon the Collateral.
Set forth in Schedule 3(b) are the amounts, classes and holders
of all of its indebtedness for borrowed money, together with the classes and
holders of all outstanding warrants to acquire its capital stock; all of its
outstanding capital stock has been duly authorized and validly issued and is
fully paid and non-assessable.
(b) Existing liens, security interests, and encumbrances. It is
the legal owner of all interest in its Collateral and shall keep such Collateral
free and clear of liens, security interests, or encumbrances, and will not
assign, sell, mortgage, lease, transfer, pledge, grant a security interest in,
encumber or otherwise dispose of or abandon any part or all of the Collateral
without the prior written consent of the Agent, except for (i) the sale from
time to time in the ordinary course of its business of such items of Collateral
as may constitute all or part of its business inventory, (ii) the security
interests granted herein (iii) that certain senior security interest granted by
it to the Senior Lender to secure the Senior Debt in an amount not to exceed
$3,000,000 and (iv) any other liens expressly permitted under section 7(c)(ii)
of the Debentures, including those contained in the official search reports
attached hereto as Schedule 3(c), which, to its best knowledge, are the only
existing liens on the Collateral.
(c) Taxes, compliance with laws. It will make due and timely
payment or deposit of all taxes, assessments, or contributions required by law
which may be lawfully levied or assessed with respect to any of the Collateral
and will execute and deliver to the Agent, on demand, appropriate certificates
attesting to the timely payment or deposit of all such taxes, assessments or
contributions. It will use the Collateral for lawful purposes only, and with all
reasonable care and caution, and in conformity with all applicable laws,
ordinances and regulations. At its own cost and expense it will keep the
Collateral in proper order, repair, and condition.
(d) Inspection. The Agent (and its designees) shall at all times
have free access to and the right of inspection of any part or all of the
Collateral and any of its records (and the right to make extracts from such
records), and it shall deliver to the Agent the originals or true copies of such
papers and instruments relating to any or all of the Collateral as the Agent,
may request at any time.
(e) Collateral to remain personal property. The Collateral is now
and shall be and remain personal property, notwithstanding the manner in which
the Collateral or any part thereof shall be now or hereafter affixed, attached
or annexed to real property. It will obtain and deliver to the Agent such
instruments as may be requested by the Agent pursuant to which any person with
an interest in any real estate upon which any part of all of the tangible
Collateral is now or may hereafter be located consents to the security interest
granted herein, disclaims any interest in the tangible Collateral as fixtures,
waives in favor of the Agent (as agent and the Holders) all right to distrain or
levy upon the Collateral for rent due or to become due from it.
(f) Insurance. It, at its own cost and expense, will insure the
Collateral in the name of the Agent (as agent for the Holders) and, if required
under the documents evidencing the Senior Debt, the Senior Lender, as their
respective interests may appear, against loss or damage by fire and extended
coverage, theft, burglary, pilferage, bodily injury and such other risks as the
Agent may require, with such companies and in such amounts, but not less than
the replacement value of tangible collateral, as may be required by the Agent at
any time in its sole discretion. All such policies shall (a) name the Agent (as
agent for the Holders) and, if required under the documents evidencing the
Senior Debt, the Senior Lender as the sole loss payees as to any casualty
insurance and provide that no claim for loss or damage may be settled, adjusted
or comprised without the prior written consent of the Agent and (b) name the
Agent (as agent for the Holders) as an "additional insured" as to any liability
insurance. All such policies shall further provide for 30 days' minimum written
notice of modification or cancellation to the Agent, together with duplicate
premium notices to the Agent, and it shall deliver to the Agent the original or
duplicate policies, or certificates or other evidence satisfactory to the Agent,
of compliance with the foregoing insurance provisions. It assumes all
responsibility and liability arising from the use of the Collateral, either for
negligence or otherwise, by whomsoever used, employed or operated, and will
defend, indemnify and save the Agent and the Holders (and their respective
officers, directors, employees, and agents) harmless from any and all claim,
loss or damage to persons or property caused by the Collateral or by its use and
operation. The Agent may, but shall not be obligated, to pay any premium with
respect to any such insurance which it shall fail to timely pay.
(g) Maintain security interests, reports. In addition to all
other provisions hereof, it will from time to time at its sole expense, perform
any and all steps and/or procedures requested by the Agent at any time to
perfect and maintain the Agent's (and the Holders') security interest in the
Collateral, including but not limited to transferring any part or all of the
Collateral to the Agent or any nominee of the Agent including delivering the
collateral to warehouses, placing and maintaining signs, appointing custodians,
executing and filing financing statements and notices of lien, delivering to the
Agent documents of title representing the Collateral or evidencing the Agent's
security interest in any other manner acceptable to and requested by the Agent.
If requested by the Agent, it will from time to time execute and deliver to the
Agent assignments of accounts in form satisfactory to the Agent, but should it
fail in any one or more instances to execute and deliver any such assignments of
accounts, such failure shall not constitute a waiver or limitation of the within
security interest in all of the Collateral (including said accounts) which shall
remain in full force and effect.
At the request of the Agent, it shall deliver to the Agent all
original documents evidencing the sale and delivery of merchandise or the
performance of labor or services which created any account, including but not
limited to all original contracts, orders, invoices, bills of lading, warehouse
receipts and shipping receipts, together with all collateral security and/or
guarantees or other contracts of suretyship held by it in respect of the
accounts, together with assignments of any of the foregoing where requested by
the Agent.
If at any time any part or all of the Collateral shall be in the
possession or control of any of its bailees, agents, or processors, it will
notify such persons of the Agent's and Holders' security interest therein and
upon the Agent's request, it will instruct such persons to hold all such
Collateral for the Agent's and Holders' account and subject to the Agent's
instructions and it will obtain and deliver to the Agent such instruments
requested by the Agent pursuant to which such persons consent to the security
interest granted herein, disclaim any interest in the Collateral, waive in favor
of the Agent and the Holders all liens upon and claims to the Collateral or any
part thereof, and authorize the Agent at any time to enter upon and remove the
Collateral from any premises upon which the same may be located.
(h) Further documentation. It shall, at its sole cost and
expense, simultaneously herewith and upon the request of the Agent, at any time
and from time to time, execute and deliver to the Agent one or more financing
statements pursuant to the UCC, and any other papers, documents or instruments
required by the Agent in connection herewith. It hereby authorizes the Agent to
execute and file, at any time and from time to time, on its behalf, one or more
financing statements with respect to all or any part of the Collateral, the
filing of which is advisable, in the sole judgment of the Agent and a Special
Majority, pursuant to the law of the State of New York or New Jersey, as
applicable, although the same may have been executed only by the Agent as
secured party. It also irrevocably appoints the Agent, its agents,
representatives and designees, as its agent and attorney-in-fact, to execute and
file, from time to time, on its behalf, one or more financing statements with
respect to all or any part of the Collateral, and to take such other steps as
the Agent and a Special Majority reasonably determine are necessary or desirable
to perfect its or the Holders' liens in any Collateral and exercise their rights
and remedies under this Agreement and the other Loan Documents, including any
filings deemed necessary or advisable under federal patent, trademark or
copyright laws.
(i) Bona fide accounts. It warrants to the Agent and the Holders
that each of the account debtors obligated on any account has legal capacity to
contract and is indebted to it in the full amount indicated in its books and
records and in any assignments executed and delivered to the Agent; that each
account is bona fide and arises out of the sale and delivery of merchandise
and/or the performance of labor or services.
(j) Collection of accounts. Upon and following the occurrence of
an event of default as hereinafter defined, all bills and statements sent to any
customer or any account shall state that said account has been assigned to the
Agent (as agent for the Holders) and is to be paid directly to the Agent at such
address as the Agent may designate. The Agent may endorse its name on all notes,
checks, drafts, ▇▇▇▇ of exchange, money orders, commercial paper of any kind
whatsoever, and any other document or general intangible received in payment of
or in connection with accounts or otherwise, and the Agent or any officer or
employee thereof, is hereby irrevocably constituted and appointed its agent and
attorney-in-fact for the foregoing purpose, and to receive, open and dispose of
all mail addressed to it, and to notify the Post Office authorities to change
the address for the delivery of mail addressed to it to such address(es) as the
Agent may designate. Any bank or trust company is hereby irrevocably authorized
to permit the Agent to deposit the proceeds of accounts so endorsed and to
withdraw the same without inquiry as to the circumstances of endorsement or as
to the purpose of withdrawal, and without being required to answer for the
application by the Agent of the monies so withdrawn. The proceeds of accounts,
received by the Agent, shall be applied to the Obligations but shall not
constitute payment thereof until so applied, it being agreed that the order and
method of such application shall be in the discretion of the Agent. From and
after the occurrence of an event of default, any proceeds of an account or
general intangible received by it shall be held in trust and paid over to the
Agent in the exact form received, duly endorsed to the order of the Agent if
payable to it.
(k) Settlement of accounts. The Agent is authorized and empowered
to compromise or extend the time for payment of any of the Collateral, for such
amounts and upon such terms as the Agent may determine, and to accept the return
of goods represented by any of the Collateral, all without notice to or consent
by it and without discharging or affecting its obligations hereunder.
(l) Payment of debtor's obligations, reimbursement. The Agent may
in its discretion or at the direction of either the Bridge Majority Holders, the
Class A Majority Holders, the Class B Majority Holders or the Class C Majority
Holders (but the Agent shall have no obligation to), for its account and expense
(i) pay any amount or do any act which is required to be paid or done by it
under this Agreement (including but not limited to the repair and insuring of
Collateral and payment of taxes) and which it fails to do or pay as herein
required, (ii) pay any sums due and owing by it to the landlord of any premises
where any Collateral is located, and (iii) pay or discharge any lien, security
interest or encumbrance in favor of anyone other than the Agent (or any Holders)
which covers or affects the Collateral or any part thereof. It will promptly
reimburse and pay the Agent (or any Holders) for any and all sums, costs, fees,
and expenses which the Agent (or any Holders) may pay or incur by reason of
defending, protecting or enforcing the security interest herein granted or the
priority thereof or in enforcing payment of the Obligations or in discharging
any lien or claim against the Collateral or any part thereof or in the exchange,
collection, compromise or settlement of any of the Collateral or receipt of the
proceeds thereof or for the care of the Collateral, by litigation or otherwise,
and with respect to either it, its account debtors, its guarantors and other
persons, including but not limited to all court costs, collection charges,
travel, and reasonable attorneys' fees and all reasonable expenses (including
reasonable counsel fees) incident to the enforcement of payment of any of its
obligations by any action or participation in, or in connection with, a case or
proceeding under chapters 7, 11 or 13 of the Bankruptcy Code, or any successor
statute thereto. All sums paid and all costs, expenses and liabilities incurred
by the Agent (or any Holders) pursuant to the foregoing provisions, together
with interest thereon at any default rate in effect under the Loan Documents,
shall be added to and become part of the Obligations secured hereby.
(m) Comply with Loan Documents. It shall comply with all terms
and conditions of the Loan Documents.
(n) Stock Powers, Endorsements, Etc. It shall, from time to time,
upon request of the Agent, promptly execute such endorsements and deliver to the
Agent such stock powers and similar documents, satisfactory in form and
substance to the Agent, with respect to any Collateral constituting investment
securities under the UCC as the Agent may reasonably request and shall, from
time to time, upon request of the Agent, promptly transfer any investment
securities which are part of the Collateral into the name of any nominee
designated by the Agent on the books of the entity issuing such securities;
provided, however, that the Agent shall not be entitled to effect or demand a
transfer of such Collateral into the name of the Agent or the Agent's nominee
without the consent of the record owner thereof unless and until an event of
default shall have occurred.
Upon and following the occurrence of an event of default as
hereinafter defined, promptly upon receipt thereof by the Borrowers and without
any request therefor by the Agent, all dividends and distributions, and other
proceeds of any Collateral constituting investment securities under the UCC
shall be paid to and held by the Agent as additional Collateral.
Upon and following the occurrence of an event of default as
hereinafter defined, promptly upon request of the Agent, the Borrowers shall
execute and deliver such consents or proxies and other documents as may be
necessary to allow the Agent to exercise any voting power or other right with
respect to any investment securities included in the Collateral; provided,
however, that unless an event of default shall have occurred and be continuing,
the Borrowers shall be entitled:
(i) to exercise, as the Borrowers shall deem appropriate, all
voting or other powers with respect to securities pledged hereunder;
and
(ii) to receive and retain for the Borrowers' own account any and
all cash dividends paid in respect thereof.
4. Transfer of Collateral.
Upon and following the occurrence of an event of default as
hereinafter defined, the Agent may, at the direction of either the Bridge
Majority Holders, the Class A Majority Holders, the Class B Majority Holders or
the Class C Majority Holders, whether or not any of the Obligations be due, in
its name or in the name of the Borrowers or otherwise, notify any account debtor
or the obligor on any instrument to make payment to the Agent, demand, ▇▇▇ for,
collect or receive any money or property at any time payable or receivable on
account of or in exchange for, or make any compromise or settlement deemed
desirable by the Agent with respect to, any of the Collateral, but shall be
under no obligation to do so, and/or the Agent, acting at the direction of a
Special Majority, may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release any of the
Collateral, without thereby incurring responsibility to, or discharging or
otherwise affecting any liability of, the Borrowers. If at any time any Holder
should transfer its interest in any Debentures or the Notes, or the Agent should
resign and that resignation becomes effective as permitted under this Agreement,
that Holder or the Agent, as the case may be, shall be fully discharged from all
responsibility to the Borrowers with respect to their interest in the
Collateral.
5. Defaults.
The occurrence of any one or more of the following events shall
constitute an event of default by the Borrowers under this Agreement:
(a) any "Event of Default" shall occur and be continuing under any
of the Debentures or any other Loan Documents;
(b) the Facility, or any renewal, extension, refinancing, deferral,
restructuring, amendment or modification thereof, shall have expired in
accordance with its terms or shall be terminated, whether at maturity, upon
acceleration of the obligations thereunder or otherwise, and all amounts
outstanding thereunder shall not have been paid by the Borrowers at the time of
such expiration or termination;
(c) if any warranty, representation or statement of fact made
herein or furnished to the Agent (or any Holders) at any time by or on behalf
of the Borrowers proves to have been false in any material respect when
made or furnished;
(d) in the event of loss, theft, substantial damage or destruction
of any of the Collateral or the making of any levy on, seizure or attachment of
any of the Collateral;
(e) if any Borrower fails to observe or perform any of its
covenants contained herein, and such failure continues for 30 days after
receipt by such Borrower of notice thereof; or
(f) if any Borrower shall execute or file a certificate or other
instrument evidencing the legal change of its name or commence using a tradename
or change the address of its chief executive offices or any address where any
Collateral is located or books and records are maintained without furnishing the
Agent at least 15 business days' prior written notice thereof.
6. Remedies on Default.
Upon the occurrence of an event of default relating to the bankruptcy
or insolvency of any Borrower shall occur, all Obligations shall automatically,
without notice or demand, be immediately due and payable; upon the occurrence of
any other event of default or at any time thereafter, the Agent may, at the
direction of either the Bridge Majority Holders, the Class A Majority Holders,
the Class B Majority Holders or the Class C Majority Holders without notice to
or demand upon the Borrowers, declare the Obligations owed to the Holders, as
applicable, immediately due and payable and the Agent (for the benefit of the
Holders) shall have the following rights and remedies in addition to all rights
and remedies of a secured party under the Uniform Commercial Code or other
applicable statute or rule, in any jurisdiction in which enforcement is sought
and all other rights and remedies under any other Loan Document or other
agreement involving the Agent and any Borrower, all such rights and remedies
being cumulative and not exclusive, and exercisable in any order and in any
combination, at the direction of the Bridge Majority Holders, the Class A
Majority Holders, the Class B Majority Holders or the Class C Majority Holders:
(a) The Agent may institute proceedings to collect all Obligations
from the Borrowers or anyone else who may be responsible for the payment of any
Obligations.
(b) The Agent may, at any time and from time to time, with or without
process of law and with or without the aid and assistance of others, enter upon
any premises in which the Collateral or any part thereof may be located and,
without resistance or interference by the Borrowers, take possession of the
Collateral; and/or dispose of all or any part of the Collateral on any premises
of the Borrowers; and/or require the Borrowers to assemble and make available to
the Agent all or any part of the Collateral at any place and time designated by
the Agent which is reasonably convenient to the Agent and the Borrowers; and/or
remove all or any part of the Collateral from any premises on which any part
thereof may be located for the purpose of effecting preservation or sale or
other disposition thereof; and/or sell, resell, lease, assign and deliver, or
otherwise dispose of, the Collateral or any part thereof in its existing
condition or following any commercially reasonable preparation or processing, at
public or private proceedings, in one or more parcels at the same or different
times with or without having the Collateral at the place of sale or other
disposition for cash, upon credit or for future delivery, and in connection
therewith the Agent may grant options, at such place or places and time or times
and to such persons, firms or corporations as the Agent deems best, and without
demand for performance or any notice or advertisement to the Borrowers of the
place and time of any public sale or of the place and time after which any
private sale or other disposition may be made, and/or liquidate or dispose of
the Collateral or any part thereof in any other commercially reasonable manner.
If any of the Collateral is sold by the Agent upon credit or for
future delivery, the Agent shall not be liable for the failure of the purchaser
to purchase or pay for the same and, in the event of any such failure, the Agent
may resell such Collateral. The Borrowers hereby waive all equity and right of
redemption. The Agent may buy any part or all of the Collateral at any public
sale and if any part of all of the Collateral is of a type which is the subject
of widely distributed standard price quotations the Agent may buy at private
sale, all free from any equity or right of redemption which is hereby waived and
released by the Borrowers, and the Agent may make payment therefor (by
endorsement without recourse) in notes of any Borrower to the order of the Agent
in lieu of cash to the amount then due thereon which each Borrower hereby agrees
to accept.
(c) The Agent (and any Holder acting at the direction of the Bridge
Majority Holders, the Class A Majority Holders, the Class B Majority Holders or
the Class C Majority Holders) may appropriate, set off and apply for the payment
of any or all of the Obligations for the ratable benefit of the Holders, any and
all balances, sums, property, claims, credits, deposits, accounts, reserves,
collections, drafts, notes, or other items or proceeds of the Collateral in or
coming into the possession of the Agent or its agents and belonging or owing to
the Borrowers, without notice to the Borrowers, and in such manner as the Agent
may in its sole discretion determine.
(d) Collect accounts receivable and any other sums owing to the
Borrowers directly, or through an agent or designee, or in the name of the
Borrowers.
(e) Any of the proceeds of the Collateral received by the Borrowers
shall not be commingled with other property of the Borrowers, but shall be
segregated, held by the Borrowers in trust for the Agent (as agent for the
Holders) as the exclusive property of the Agent (as agent for the Holders), and
the Borrowers will immediately deliver to the Agent the identical checks, moneys
or other proceeds of Collateral received, and the Agent shall have the right to
endorse the name of the Borrowers on any and all checks, or other forms of
remittance received, where such endorsement is required to effect collection.
Each Borrower hereby designates, constitutes and appoints the Agent and any
designee or agent of the Agent as attorney-in-fact of such Borrower, irrevocably
and with power of substitution, with authority to receive, open and dispose of
all mail addressed to such Borrower, to notify the Post Office authorities to
change the address for delivery of mail addressed to such Borrower, to such
address as the Agent may designate; to endorse the name of such Borrower on any
notes, acceptances, checks, drafts, money orders or other evidences of payment
or proceeds of the Collateral that may come into the Agent's possession; to sign
the name of such Borrower on any invoices, documents, drafts against account
debtors of such Borrower, assignments, requests for verification of accounts and
notices to debtors of such Borrower; to execute any endorsements, assignments,
or other instruments of conveyance or transfer; and to do all other acts and
things necessary and advisable in the sole discretion of the Agent to carry out
and enforce this Agreement. All acts of said attorney or designee shall not be
liable for any acts of commission or omission nor for any error of judgment or
mistake of fact or law. This power of attorney being coupled with an interest is
irrevocable while any of the Obligations shall remain unpaid.
(f) The Borrowers understand that compliance with the Federal
securities laws, applicable blue sky or other state securities laws or similar
laws analogous in purpose or effect may strictly limit the course of conduct of
the Agent if the Agent were to attempt to dispose of all or any part of the
Collateral constituting unregistered investment securities and may also limit
the extent to which or the manner in which any subsequent transferee of such
Collateral may dispose of the same. Accordingly, each Borrower agrees that IF
ANY COLLATERAL CONSTITUTING UNREGISTERED INVESTMENT SECURITIES IS SOLD AT ANY
PUBLIC OR PRIVATE SALE, THE AGENT MAY ELECT TO SELL ONLY TO A BUYER WHO WILL
GIVE FURTHER ASSURANCES, SATISFACTORY IN FORM AND SUBSTANCE TO THE AGENT,
RESPECTING COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY AND ALL APPLICABLE STATE SECURITIES LAWS; AND A SALE SUBJECT TO
SUCH CONDITION SHALL BE DEEMED COMMERCIALLY REASONABLE.
7. Liability Disclaimer.
Under no circumstances whatsoever shall the Agent or any Holder be
deemed to assume any responsibility for or obligation or duty with respect to
any part or all of the Collateral, of any nature or kind whatsoever, or any
matter or proceedings arising out of or relating thereto. The Agent (and the
Holders) shall not be required to take any action of any kind to collect or
protect any interest in the Collateral, including but not limited to any action
necessary to preserve their, or the Borrowers' rights against prior parties to
any of the Collateral. The Agent (and the Holders) shall not be liable or
responsible in any way for the safekeeping, care or custody of any of the
Collateral, or for any loss or damage thereto, or for any diminution in the
value thereof, or for any act or default of any agent or bailee of the Agent or
the Borrowers, or of any carrier, forwarding agency or other person whomsoever,
or for the collection of any proceeds, but the same shall be at the Borrowers'
sole risk at all times. Each Borrower hereby releases the Agent and the Holders
from any claims, causes of action and demands at any time arising out of or with
respect to this Agreement or the Obligations, and any actions taken or omitted
to be taken by the Agent or any Holders with respect thereto, and such Borrower
agrees to defend and hold the Agent and the Holders harmless from and with
respect to any and all such claims, causes of action and demands. The Agent's
and the Holder's prior recourse to any part of all of the Collateral shall not
constitute a condition of any demand for payment of the Obligations or of any
suit or other proceeding for the collection of the Obligations. This provision
is not intended to limit the Agent's responsibility to the Holders as provided
in Section 9.
8. Application of Proceeds. Upon the occurrence and during the
continuance of an event or default (as described above), the proceeds of any
sale of, or other realization upon, all or any part of the Collateral shall be
applied by the Agent in the following order of priorities, (subject to the prior
right, if any, of the holders of the Senior Debt to those proceeds):
first, to payment of the reasonable out-of-pocket expenses of such
sale or other realization, including reasonable compensation to agents and
counsel for the Agent, and all reasonable out-of-pocket expenses,
liabilities and advances incurred or made by the Agent in connection
therewith, and any other unreimbursed expenses for which the Agent or any
Holder is to be reimbursed pursuant to this Agreement or any provision of
any of the other Loan Documents;
second, to the ratable payment of accrued but unpaid interest
(including post-petition interest) and fees constituting Obligations
pursuant to the Notes (but only in respect of the amounts actually advanced
to the Borrowers by the Bridge Holders);
third, to the ratable payment of unpaid principal of the Notes (but
only up to the amounts actually advanced to the Borrowers by the Bridge
Holders);
fourth, to the ratable payment of accrued but unpaid interest
(including post-petition interest) and fees constituting Obligations
pursuant to the Class A Debentures and Class B Debentures;
fifth, to the ratable payment of unpaid principal of the Class A
Debentures and Class B Debentures;
sixth, to the ratable payment of accrued but unpaid interest
(including post-petition interest) and fees constituting Obligations
pursuant to the Class C Debentures (other than the Brand Debentures);
seventh, to the ratable payment of unpaid principal of the Class C
Debentures (other than the Brand Debentures);
eighth, to the ratable payment of accrued but unpaid interest
(including post-petition interest) and fees constituting Obligations
pursuant to the Brand Debentures;
ninth, to the ratable payment of unpaid principal of the Brand
Debentures;
tenth, to the ratable payment of all other Obligations, until all such
Secured Obligations shall have been paid in full; and
finally, to payment to the Borrowers or as a court of competent
jurisdiction may direct, of any surplus then remaining from such proceeds.
The Agent may make distributions hereunder in cash or in kind or, on a ratable
basis, in any combination thereof.
9. The Agent.
9.1 Actions. Unless a specific provision of this Agreement provides
that the Agent shall act only upon written directions or instructions from a
specific percentage thereof, the Agent shall be deemed to be authorized on
behalf of each Holder to act on behalf of such Holder under this Agreement and
any other Loan Document and, in the absence of written instructions from a
Special Majority received from time to time by the Agent (with respect to which
the Agent agrees that it will, subject to the last two sentences of this section
9.1, comply, except as otherwise advised by counsel, to exercise such powers
hereunder and thereunder as are specifically delegated to or required of the
Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. The Agent shall have no duty to ascertain or
inquire as to the performance or observance of any of the terms of this
Agreement or any other Loan Document by the Borrower. By accepting their
Debentures or Notes, as applicable, each Holder shall be deemed to have agreed
to indemnify the Agent (which agreement shall survive any termination of such
Holder's percentage), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may at any time be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement, the Debentures, the Notes or any other Loan Document,
including the reimbursement of the Agent for all out-of-pocket expenses
(including attorneys' fees) incurred by the Agent hereunder or in connection
herewith or in enforcing the Obligations of the Borrowers under this Agreement
or any other Loan Document, in all cases as to which the Agent is not reimbursed
by the Borrowers; provided that no Holder shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements determined by a court of
competent jurisdiction in a final proceeding to have resulted solely from the
Agent's gross negligence or willful misconduct. The Agent shall not be required
to take any action hereunder or under any other Loan Document, or to prosecute
or defend any suit in respect of this Agreement or any other Loan Document,
unless the Agent is indemnified to its reasonable satisfaction by the Holders
against loss, costs, liability and expense. If any indemnity in favor of the
Agent shall become impaired, it may call for additional indemnity and cease to
do the acts indemnified against until such additional indemnity is given.
In the event that the Agent following the occurrence of an event of
default hereunder receives instructions from either the Bridge Majority Holders,
the Class A Majority Holders, the Class B Majority Holders or the Class C
Majority Holders, as the case may be, to take any action to foreclose on or
otherwise realize on the Collateral, the other Majority Holders shall not give
any contrary instruction to the Agent and, if any such instruction is given, it
shall have no force and effect.
9.2 Exculpation. Neither the Agent nor any of its directors, officers,
partners, employees or agents shall be liable to any Holder for any action taken
or omitted to be taken by it under this Agreement, the Debentures, the Notes or
any other Loan Document, or in connection herewith or therewith, except for its
own willful misconduct or gross negligence. The Agent shall not be responsible
to any Holder for any recitals, statements, representations or warranties herein
or in any certificate or other document delivered in connection herewith or for
the authorization, execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, or sufficiency of any of the Loan
Documents, the financial condition of the Borrowers or the condition or value of
any of the Collateral, or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of any
of the Loan Documents, the financial condition of the Borrowers or the existence
or possible existence of any default or event of default. The Agent shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which it believes to be
genuine and to have presented by a proper person.
9.3 Resignation of Agent. The Agent may resign as such at any time
upon at least thirty (30) days' prior notice to the Borrowers and all Holders,
such resignation not to be effective until a successor Agent is in place. If the
Agent at any time shall resign, a Special Majority may jointly appoint another
Holder as a successor Agent which shall thereupon become the Agent hereunder. If
within 30 days after the retiring Agent's giving notice of resignation, no
successor Agent shall have been so appointed by a Special Majority, and shall
have accepted such appointment, then the retiring Agent may, on behalf of the
Holders appoint as successor Agent hereunder a financial institution organized
under the laws of the United States and having a combined capital and surplus of
at least $500,000,000. Should the successor Agent be a financial institution
that, in the ordinary course of its business, serves as agent for lending
facilities, the Borrowers shall pay that successor Agent's reasonable fees for
serving as successor Agent. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall be entitled to
receive from the retiring Agent such documents of transfer and assignment as
such successor Agent may reasonably request, and shall thereupon succeed to and
become vested with all rights, powers, privileges, and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents.
9.4 Replacement of Agent. A Special Majority may at any time and for
any reason replace the Agent with a successor Agent jointly selected by them,
upon at least ten days written notice to the Borrowers and the other Holders.
Should the successor Agent be a financial institution that, in the ordinary
course of its business, serves as agent for lending facilities, the Borrowers
shall pay that successor Agent's reasonable fees serving as an agent. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall be entitled to receive from the terminated Agent such
documents of transfer and assignment as such successor Agent may reasonably
request, and shall thereupon succeed to and become vested with all rights,
powers, privileges, and duties of the retiring Agent, and the terminated Agent
shall be discharged from its duties and obligations under this Agreement and the
other Loan Documents.
9.5 Obligations Held by the Agent. The Agent shall have the same
rights and powers with respect to any Debentures or Notes held by it or any of
its affiliates, as any Holder and may exercise the same as if it were not the
Agent. Each of the Borrowers and the Holders hereby waives, and each successor
to any Holder shall be deemed to waive, any right to disqualify any Holder
(including Cerberus) from serving as the Agent or any claim against that Holder
for serving as Agent.
9.6 Copies, etc. The Agent shall give prompt notice to each Holder of
each notice or request required or permitted to be given to the Agent by the
Borrower pursuant to the terms of this Agreement. The Agent will distribute to
each Holder each instrument and other Loan Document received for its account and
copies of all other communications received by the Agent from a Borrower for
distribution to the Holders by the Agent in accordance with the terms of this
Agreement. Notwithstanding anything herein contained to the contrary, all
notices to and communications with the Borrowers under this Agreement and the
other Loan Documents shall be effected by the Holders through the Agent.
9A. Cerberus.
Cerberus is herewith delivering to the Agent executed Form UCC-3s
assigning to the Agent for the benefit of Cerberus and the other Holders all of
Cerberus's right, title and interest in and to the financing statements
previously filed on behalf of Cerberus in respect of LogiMetrics with the State
of New York and the County of Suffolk (the "Assignments"). Upon the delivery of
the Assignments, Cerberus shall be relieved of any further responsibility or
obligation as Agent under the Amended and Restated Security Agreement. For
purposes of Article 9 hereof, Cerberus shall be deemed to have resigned as Agent
pursuant to Section 9.3 and to have been replaced as agent by the Agent, all
effective as of the date hereof. Notwithstanding the foregoing, the provisions
of Article 9 hereof shall be deemed to apply to any actions taken by Cerberus as
agent under the Amended and Restated Security Agreement on or prior to the date
hereof. Each of the parties hereto hereby releases Cerberus and its partners and
their respective officers, directors, managers, employees, agents,
representatives and equity interest holders (collectively, "Cerberus Parties")
from any and all claims, damages, liabilities, losses, actions, causes of action
or other claims of whatever kind or nature whatsoever, whether known or unknown,
contingent or liquidated, arising on or prior to the date hereof as a result of
or out of Cerberus's service as predecessor Agent ("Claims"). The Borrowers,
jointly and severally, shall indemnify and hold harmless each of the Cerberus
Parties from any Claims that may be asserted against any of them.
10. Release of Collateral. Upon the indefeasible payment in full of
the Obligations, the Agent shall, upon the request of the Borrowers, promptly
reassign and redeliver to the Borrowers the Collateral which has not been sold,
disposed of, retained or applied by the Agent in accordance with the terms
hereof, together with such endorsements, stock powers and similar documents as
the Borrowers may reasonably request. Such reassignment and redelivery shall be
without warranty by or recourse to the Agent, except as to the absence of any
prior assignments by the Agent of its interest in the Collateral.
In the event that LogiMetrics seeks to effect a sale of certain of the
Collateral, and such sale would qualify as a sale described in clause (iii) of
the third paragraph of the Notes (a "Qualifying Sale"), LogiMetrics shall have
the right to cause the Agent to release from the security interests granted
hereby and to deliver to LogiMetrics such portion of the Collateral as is being
disposed of pursuant to the Qualifying Sale upon compliance with the procedures
contained in the remainder of this paragraph. In the event that LogiMetrics
wishes to effect the release and delivery of such Collateral, LogiMetrics shall,
not less than five business days prior to the expected closing date of the
Qualifying Sale (the "Closing Date") deliver to the Agent and the Holders a
written request setting forth the expected Closing Date and describing in
reasonable detail the Collateral to be sold in connection with the Qualifying
Sale and the expected net proceeds to be obtained as a result thereof. Such
request shall be accompanied by certified resolutions of LogiMetrics' Board of
Directors authorizing the Qualifying Sale and authorizing the application of the
proceeds therefrom as herein provided. The Agent shall release from the security
interests granted hereby and deliver to LogiMetrics or upon its order on the
Closing Date the Collateral to be conveyed in the Qualifying Sale upon receipt
by the Agent of evidence reasonably satisfactory to it that (i) the holder of
any security interest in or lien on the Collateral ranking prior to the security
interests granted to the Holders hereby has released its security interest or
lien to the extent necessary to effect the Qualifying Sale and has consented to
the application of the net proceeds of the Qualifying Sale as contemplated
herein, and (ii) the Company has, out of the net proceeds thereof, indefensibly
paid or provided for the indefeasible payment in full of all Obligations
outstanding under the Notes. In the event that the net proceeds of the
Qualifying Sale exceed the Obligations outstanding under the Notes, such excess
shall be applied to the other Obligations secured hereby in accordance with the
priorities established in Section 8. In order to evidence the release of such
Collateral, at the request of LogiMetrics and at its sole expense, the Agent
shall execute and deliver to LogiMetrics or upon its order such instruments,
agreements, certificates or other documentation as LogiMetrics may request.
11. Nonwaiver.
No failure or delay on the part of the Agent in exercising any of
its rights and remedies hereunder or otherwise shall constitute a waiver
thereof, and no single or partial waiver by the Agent of any default or other
right or remedy which it may have shall operate as a waiver of any other
default, right or remedy or of the same default, right or remedy on a future
occasion.
12. Waivers by Borrowers.
Each Borrower hereby waives presentment, notice of dishonor and
protest of all instruments included in or evidencing any of the Obligations or
the Collateral and any and all other notices and demands whatsoever (except as
expressly provided herein) whether or not relating to such instruments. In the
event of any litigation at any time arising with respect to any matter connected
with this Agreement or the Obligations, each Borrower hereby waives any and all
defenses, rights of setoff and rights to interpose counterclaims of any nature.
Each Borrower also waives any right to assert that the Agent or any Holder has
the duty to marshal any assets in favor of such Borrower or any other party or
against or in payment of any Obligations.
13. Consent of the Holders. The Class A Holders, the Class B Holders
and the Class C Holders hereby irrevocably consent to the Loans and the
extension of the security interests to the Notes and the Class C Debentures as
provided herein and to the transactions contemplated by the Loan Documents and
hereby irrevocably waive any provisions of the Debentures to the extent they
would prohibit or conflict with the terms and conditions of the Loan Documents
or would result in a default or an event of default under the Debentures in the
event that the Loans are made and the other transactions contemplated by the
Loan Documents are consummated.
14. Modification.
No provision hereof shall be modified, altered or limited except
by a written instrument expressly referring to this Agreement and to the
provision so modified or limited, and executed by the party to be charged.
15. Binding Effect.
This Agreement and all Obligations of the Borrowers hereunder
shall be binding upon the successors or assigns of each Borrower, and shall,
together with the rights and remedies of the Agent and the Holders hereunder,
inure to the benefit of the Agent and the Holders and their respective
successors and assigns.
16. Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by the internal laws of the State of New York, pursuant to Section
15-1401 of the General Obligations Law of such state. Each Borrower irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York and
the United States District Court for the Southern District of New York for the
purpose of any suit, action, proceeding or judgment relating to or arising out
of this Agreement and the transactions contemplated hereby. Service of process
in connection with any such suit, action or proceeding may be served on each
Borrower anywhere in the world by the same methods as are specified for the
giving of notices under this Agreement. Each Borrower irrevocably consents to
the jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court. Each Borrower irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
17. Notices. All notices, consents, requests, and other communications
under this Agreement shall be in writing and shall be effective: (a) upon
delivery by hand; (b) one day after being deposited with a recognized overnight
delivery service; or (c) three days after being deposited in the United States
mail, first-class, postage prepaid, registered or certified, return receipt
requested in each case addressed to any Holder at the address of such Holder
indicated on the signature page hereof or, in the case of any subsequent Holder,
as otherwise notified to the Borrowers, and to the other parties hereto as
follows (or to such other address as hereafter may be designated in writing by
such party to the other party):
If to LogiMetrics:
LogiMetrics, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
If to mmTech:
mmTech, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
If to the Agent:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
18. Severability.
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall in no way be
affected thereby.
19. No Jury Trial.
Each of the parties hereto hereby waives any right to request a trial
by jury in any litigation with respect to any aspect of this Agreement and
represents that it has consulted with counsel specifically with respect to this
waiver.
20. Counterparts.
This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the date first written above.
LOGIMETRICS, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Operating Officer
MMTECH, INC.
By: /s/▇▇▇▇▇▇▇ ▇. Brand
_________________________
Name: ▇▇▇▇▇▇▇ ▇. Brand
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC,
as Agent
By:/s/▇▇▇ ▇▇▇▇▇▇▇▇
___________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and
Chief Financial
Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
__________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
L.A.D. EQUITY PARTNERS, L.P.
By: Flint Investments, Inc.
Its General Partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
__________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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_______________________________
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_______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Profit
Sharing Plan and Trust
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM 1997 ENTERPRISE FUND, LLC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM RETIREMENT PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM MADISON PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM U.S. VALUE FUND, LTD.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURYCLEIA PARTNERS, L.P.
By: Marchessini & Dernisch, L.L.C.,
Its General Partner
By: /s/▇▇▇▇ ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A.C. ISRAEL ENTERPRISES, INC.
By: /s/▇▇▇ ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title:
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
__________________________________
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Attorney-in-Fact
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ EQUITIES CORP.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
WHITEHALL PROPERTIES, LLC
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
KABUKI PARTNERS ADP, GP
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ FAMILY PARTNERSHIP
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
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/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CERBERUS PARTNERS, L.P.
By: Cerberus Associates, L.L.C.,
Its General Partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Member
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM 1998 ENTERPRISE FUND, LLC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇. Brand
_____________________________
▇▇▇▇▇▇▇ ▇. Brand
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax:(▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_____________________________
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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
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SCHEDULE 3(a)
1. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. ▇▇. ▇▇▇'▇ Long Term Storage
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
INTERCREDITOR AGREEMENT, WAIVER AND CONSENT
Amendment No. 1, dated as of December 2, 1999 (this "Amendment") to
the Second Amended and Restated Security Agreement, Intercreditor Agreement,
Waiver And Consent dated March 7, 1996, as amended and restated as of July 29,
1997 and on or about August 31, 1999 (the "Agreement"), among LOGIMETRICS, INC.,
a Delaware corporation ("LogiMetrics"), and mmTech, Inc., a New Jersey
corporation ("mmTech" and, together with LogiMetrics, the "Borrowers"), ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, as Agent (in such capacity, the "Agent") for itself and
the Holders listed on the signature pages hereto, and any other persons becoming
Holders from time to time. Capitalized terms used but not defined herein shall
have the meaning set forth in the Agreement.
WHEREAS the Borrowers are presently indebted to the various Holders in
respect of certain Notes, Class A Debentures, Class B Debentures and/or Class C
Debentures as defined in, subject to and secured by the Agreement (collectively,
the "Existing Indebtedness").
WHEREAS the certain Holders listed on Schedule A hereto (i) have made
additional loans to the Borrowers in the initial aggregate principal amount of
$175,000 (the "Initial New Loans"), each in the amount set forth opposite such
Holder's name on such revised Schedule A and (ii) wish to make from time to time
hereafter, at each such Holder's individual discretion, further loans in the
collective aggregate principal amount not to exceed $825,000 (together with the
Initial New Loans, the "New Loans"), with each New Loan evidenced or to be
evidenced by a Supplemental Negotiable Secured Senior Subordinated Promissory
Note substantially in the form attached hereto as Exhibit A (the "New Notes"),
and to be subject to and secured by the Agreement on terms senior to all of the
Existing Indebtedness and senior to the rights, preferences and priorities as
are accorded to any of the Existing Indebtedness under the Agreement, but,
subject to the prior rights, preferences and priorities accorded thereunder to
the Agent, solely in its capacity as Agent and not as a Holder;
WHEREAS the parties hereto wish to consent to the New Loans and the
New Notes, agree that the New Loans and the New Notes shall be subject to and
secured by the Agreement, senior to all of the Existing Indebtedness and senior
to the rights, preferences and priorities as are accorded to any of the Existing
Indebtedness under the Agreement, but, subject to the prior rights, preferences
and priorities accorded thereunder to the Agent, solely in its capacity as Agent
and not as a Holder ; and
WHEREAS the parties hereto wish to memorialize such consent and
agreement by this Amendment,
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto:
1. Give their consent to the New Loans to be evidenced by the New
Notes;
2. Agree that the New Loans and the New Notes shall hereafter be and
shall be deemed to be subject to and secured by the Agreement, ratably ranking
senior to all of the Existing Indebtedness and senior to the rights, preferences
and priorities as are accorded to any of the Existing Indebtedness under the
Agreement, but, subject to the prior rights, preferences and priorities accorded
thereunder to the Agent, solely in its capacity as Agent and not as a Holder;
3. Agree that the Agreement is hereby amended to reflect the consent
and agreements set forth herein above, and that any conflicting provisions of
the Agreement are hereby superceded, but, solely to the extent necessary to give
effect to this Amendment; and.
4. Further agree that, as amended hereby, the Agreement is reaffirmed
and ratified and shall remain in full force and effect and, without limiting the
generality of the foregoing, each of the Borrowers hereby ratifies, restates and
reaffirms, and hereby grants anew, the security interest set forth in the
Agreement to secure all of the Existing Indebtedness and the New Loans and New
Notes, in accordance with the terms of the Agreement as amended hereby.
This Amendment may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the date first written above.
LOGIMETRICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Operating Officer
MMTECH, INC.
By: /s/▇▇▇▇▇▇▇ ▇. Brand
________________________________
Name: ▇▇▇▇▇▇▇ ▇. Brand
Title:President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC,
as Agent
By:/s/▇▇▇ ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
L.A.D. EQUITY PARTNERS, L.P.
By: Flint Investments, Inc.
Its General Partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Profit Sharing
Plan and Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM 1997 ENTERPRISE FUND, LLC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM RETIREMENT PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM MADISON PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM U.S. VALUE FUND, LTD.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURYCLEIA PARTNERS, L.P.
By: Marchessini & Dernisch, L.L.C.,
Its General Partner
By: /s/▇▇▇▇ ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A.C. ISRAEL ENTERPRISES, INC.
By: /s/▇▇▇ ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Attorney-in-Fact
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ EQUITIES CORP.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
______________________________
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
3 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
WHITEHALL PROPERTIES, LLC
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
KABUKI PARTNERS ADP, GP
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ FAMILY PARTNERSHIP
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CERBERUS PARTNERS, L.P.
By: Cerberus Associates, L.L.C.,
Its General Partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Member
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM 1998 ENTERPRISE FUND, LLC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇. Brand
____________________________________
▇▇▇▇▇▇▇ ▇. Brand
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax:(▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Schedule A
---------------------------------------------- ------------------------------------ ------------------------------
Note Holder New Initial Notes Additional New Notes*
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ Equities Corp. $ 26,250
---------------------------------------------- ------------------------------------ ------------------------------
A.C. Israel Enterprises, Inc. 18,600
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 18,600
---------------------------------------------- ------------------------------------ ------------------------------
CRM 1997 Enterprise Fund, LLC 17,100
---------------------------------------------- ------------------------------------ ------------------------------
Whitehall Properties, LLC 15,000
---------------------------------------------- ------------------------------------ ------------------------------
CRM Partners, L.P. 20,400
---------------------------------------------- ------------------------------------ ------------------------------
CRM Retirement Partners, L.P. 8,250
---------------------------------------------- ------------------------------------ ------------------------------
CRM Madison Partners, L.P. 8,250
---------------------------------------------- ------------------------------------ ------------------------------
L.A.D. Equity Partners, L.P. 0
---------------------------------------------- ------------------------------------ ------------------------------
CRM-EFO Partners, L.P. 4,650
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 3,750
---------------------------------------------- ------------------------------------ ------------------------------
CRM U.S. Value Fund, Ltd. 2,850
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,800
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,800
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇▇ Family Partnership, L.P. 1,800
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III 900
---------------------------------------------- ------------------------------------ ------------------------------
Cereberus Partners, L.P. 25,000
---------------------------------------------- ------------------------------------ ------------------------------
TOTAL $175,000 $825,000
---------------------------------------------- ------------------------------------ ------------------------------
--------
* To be advanced from time to time at each Holder's discretion.
EXHIBIT A
FORM OF
SUPPLEMENTAL NEGOTIABLE SECURED
SENIOR SUBORDINATED PROMISSORY NOTE
$_____________
Final Maturity Date:
March 7, 2000
FOR VALUE RECEIVED, LogiMetrics, Inc., a Delaware corporation, and mmTech, Inc.,
a New Jersey corporation (collectively, the "Makers"), hereby jointly and
severally promise to pay to the order of _____________, or its successors and
assigns (the "Holder"), at ______________ or at such other location as the
Holder may designate from time to time, the sum of ________________________
Dollars ($___________), or such lesser amount as may be advanced hereunder,
together with interest thereon at the rate of 13% per annum, in lawful money of
the United States of America on or before June 2, 2000, or on demand at any time
upon or during the continuance of an Event of Default as defined in the Security
Agreement (as defined below), with or without demand as provided in the Security
Agreement. The obligations of the Makers are joint and several and the Holder
may proceed to collect the full amount owed hereunder from either Maker whether
or not proceeding against the other.
If the Holder fails to pay any amount hereunder when due, interest
shall thereafter accrue on such overdue amount at the rate of 16% per annum
until paid in full. Interest hereunder shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
The Makers may prepay this Note at any time, in whole or in part,
without premium or penalty. The Makers shall prepay this Note in full within
five (5) Business Days after the consummation of (i) any public or private sale
by either Maker of its debt or equity securities or securities convertible into
or exchangeable for its debt or equity securities, (ii) any permanent loan or
other credit facility obtained by either Maker from a bank or other financial
institution, or (iii) any sale by either Maker of all or substantially all of
its assets to a third party which results, in each such case, in net proceeds to
the Makers (after all related fees and expenses) of at least Three Million
Dollars ($3,000,000). As used herein, "Business Day" means a day, other than a
Saturday or Sunday, on which commercial banks in New York City are open for the
general transaction of business.
The Makers shall pay to the Holder the reasonable attorneys' fees and
disbursements and all other out-of-pocket costs incurred by the Holder in order
to collect amounts due and owing under this Note. All payments received shall be
applied, first, to the costs of collection, second, to unpaid interest, and
third, to principal.
No delay or failure on the part of the Holder in exercising any power,
right or remedy hereunder shall operate as a waiver of any such power, right or
remedy; nor shall any single or partial exercise of any power, right or remedy
preclude any other or further exercise of such power, right or remedy, or the
exercise of any other power, right or remedy, and no waiver whatsoever shall be
valid unless in writing, signed by the Holder, and then only to the extent
expressly set forth therein. No remedy is exclusive of any other remedy and all
remedies shall be cumulative to the maximum extent permitted by applicable law.
Each Maker hereby waives presentment, demand for payment, diligence, notice of
dishonor and all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Note.
This Note is one of the new New Notes referred to in Amendment No. 1,
dated on or about the date hereof, to the Second Amended and Restated Security
Agreement, Intercreditor Agreement, Waiver and Consent, dated March 7, 1996, as
amended and restated as of July 29, 1997 and on or about August 31, 1999, among
the Makers, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, as Agent (the "Agent"), and the other
parties thereto, (as amended by such Amendment No. 1, the "Security Agreement")
and is secured by the Collateral (as defined in the Security Agreement). The
Security Agreement grants the Agent on behalf of the Holder and the other
parties thereto certain rights with respect to the Collateral upon certain
defaults specified therein and sets forth the related priorities of the Holder
and the other parties thereto with regard to such Collateral.
This Note shall be binding upon each Maker and its successors and
assigns. This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York pursuant to Section 15-1402 of the
General Obligations Law of such state. Each Maker irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this
Note. Service of process in connection with any such suit, action or proceeding
may be served on the Makers anywhere in the world by any method authorized by
law. Each Maker irrevocably consents to the jurisdiction of any such court in
any such suit, action or proceeding and to the laying of venue in such court.
Each Maker irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
No modification, alteration, waiver or change of any of the provisions
hereof shall be effective unless in writing and signed by each Maker and the
Holder and, then, only to the extent set forth in such writing.
[Remainder of page intentionally left blank]
ATTEST: LOGIMETRICS, INC.
_____________________ ____________________________________
Name: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ATTEST: MMTECH, INC.
_____________________ ____________________________________
Name: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
Dated: December __, 1999
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
INTERCREDITOR AGREEMENT, WAIVER AND CONSENT
Amendment No. 2, dated as of February 17, 2000 (this "Amendment") to
the Second Amended and Restated Security Agreement, Intercreditor Agreement,
Waiver And Consent dated March 7, 1996, as previously amended and restated as of
July 29, 1997 and on or about August 31, 1999, and as further amended by
Amendment No. 1 thereto, dated as of December 2, 1999 (the "Agreement"), among
LOGIMETRICS, INC., a Delaware corporation ("LogiMetrics"), and mmTech, Inc., a
New Jersey corporation ("mmTech" and, together with LogiMetrics, the
"Borrowers"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, as Agent (in such capacity, the
"Agent") for itself and the other Holders listed on the signature pages hereto,
and any other persons becoming Holders from time to time. Pursuant to this
Amendment, SIGNAL TECHNOLOGY CORPORATION, a Delaware corporation ("Signal"), is
hereby added as a Holder party hereto, as hereinafter set forth, effective as of
the Effective Date, as hereinafter defined). Capitalized terms used but not
defined herein shall have the meaning set forth in the Agreement.
WHEREAS the Borrowers are presently indebted to the various Holders in
respect of certain Notes, Class A Debentures, Class B Debentures and/or Class C
Debentures as defined in, subject to and secured by the Agreement (collectively,
the "Junior Indebtedness");
WHEREAS, in addition, the certain Holders listed on Schedule A hereto
have made and, subject to this Amendment and certain related undertakings by the
Borrowers and Signal, intend to make additional loans from to time in the
aggregate principal amount of $1,000,000 (the "Legacy Loans", which are the same
as the "New Loans" as defined in Amendment No. 1 to the Agreement), in the
principal amounts set forth opposite each Holders name on such Schedule A, each
Legacy Loan being or to be evidenced by a Supplemental Negotiable Secured Senior
Subordinated Promissory Note substantially in the form attached hereto as
Exhibit A (the "Legacy Notes", which are the same as the "New Notes" as defined
in Amendment No. 1 to the Agreement) and secured by and subject to the terms of
the Agreement;
WHEREAS, simultaneously herewith, the LogiMetrics and Signal are
entering into (i) a Letter of Intent (the "Signal Letter of Intent") pursuant to
which the parties intend to consummate a reverse merger of LogiMetrics into a
wholly-owned subsidiary of Signal, (ii) a Loan Agreement (the "Signal Loan
Agreement") pursuant to which Signal will make loans to LogiMetrics up to the
aggregate principal amount of $2,000,000 (the "Signal Loans"), $1,000,000 of
which is to be advanced on or about the date hereof and the remainder is to be
advanced from time to time thereafter, pursuant to and evidenced by a single
Negotiable Secured Senior Subordinated Promissory Note in the aggregate
principal amount of $2,000,000, substantially in the form attached hereto as
Exhibit B (the "Signal Note"), with such Signal Loans and Signal Note to be
secured by the Agreement (as hereby amended) on terms senior to the Junior
Indebtedness and to the rights, preferences and priorities as are accorded to
any of the Junior Indebtedness under the Agreement, pari passu and pro rata with
the Legacy Loans and to the rights, preferences and priorities as are accorded
to the Legacy Loans under the Agreement, and junior to any amounts now or
hereafter owing to the Agent, solely in its capacity as Agent and not as a
Holder, and to the rights, preferences and priorities as are accorded to such
indebtedness under the Agreement, and (iii) a Management Agreement (the "Signal
Management Agreement") pursuant to which Signal will immediately assume
management of substantially all of the business assets of LogiMetrics located in
Bohemia, New York (as set forth in the Signal Management Agreement, the "New
York Business Assets") and will relocate the New York Business Assets to
Florida, and Signal shall have rights under the Signal Management Agreement and
the Signal Loan Agreement to acquire the New York Business Assets under certain
circumstances if the above-referenced reverse merger is not consummated;
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to (i) waive all existing Events of Default under the Junior
Indebtedness and the Legacy Loans, (ii) consent to the Signal Loans and the
Signal Note, and agree that the Signal Loans and the Signal Notes shall be
subject to and secured by the Agreement (as amended hereby) on terms senior to
the Junior Indebtedness and to the rights, preferences and priorities as are
accorded to any of the Junior Indebtedness under the Agreement, pari passu and
pro rata with the Legacy Loans and to the rights, preferences and priorities as
are accorded to the Legacy Loans under the Agreement, and junior to any amounts
now or hereafter owing to the Agent, solely in its capacity as Agent and not as
a Holder, and to the rights, preferences and priorities as are accorded to the
such indebtedness under the Agreement, (iii) consent to the Signal Management
Agreement, including, without limitation, the provisions therein (or in the
Signal Loan Agreement) for the management, relocation and acquisition by Signal
of the New York Business Assets and, in connection therewith, agree to release
the Agent's lien and security interest in the New York Business Asset in the
event that Signal acquires the same pursuant to such provisions; and
WHEREAS the parties hereto wish to memorialize such waivers, consents
and agreements by this Amendment,
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions hereof, each of the
parties hereto, effective as of the Effective Date (defined below), hereby:
1. Waives all existing Events of Default under the Junior Indebtedness
and the Legacy Loans, including any occasioned by the entry by LogiMetrics into
the Signal Letter of Intent, the Signal Loan Agreement, the Signal Note and the
Signal Management Agreement, and the other documents referred to therein to be
entered into simultaneously therewith (the "Signal Transaction Documents");
2. Gives its consent to the Signal Loans to be issued pursuant to the
Signal Loan Agreement and to be evidenced by the Signal Note, provided that
Signal does becomes, and by its signature below Signal hereby agrees to and does
become, a party to the Agreement as a Holder with respect to the Signal Loans
and accepts and agrees to be bound by all of the terms and conditions of the
Agreement (as amended hereby) and, without limiting the foregoing, hereby
unconditionally appoints the Agent as its agent under and pursuant to the terms
of the Agreement for all purposes of thereof;
3. Agrees that the Signal Loans and the Signal Note shall hereafter be
and shall be deemed to be subject to and secured by the Agreement, and with
respect to the Collateral shall rank (a) senior to all of the Junior
Indebtedness and to the rights, preferences and priorities as are accorded to
any of the Junior Indebtedness under the Agreement, (b) pari passu and pro rata
with the Legacy Loans and to the rights, preferences and priorities as are
accorded to any of the Legacy Loans under the Agreement, and (c) junior and
subject to any amounts now or hereafter owing by the Borrowers or any of them to
the Agent under the Agreement, solely in its capacity as Agent under the
Agreement and not as a Holder, and to the rights, preferences and priorities as
are accorded to such indebtedness under the Agreement ;
4. Gives its consent to management by Signal of the New York Business
Assets, the relocation by Signal of the New York Business Assets to Florida, and
the acquisition by signal of the New York Business Assets, all pursuant to the
terms of the Signal Management Agreement and/or the Signal Loan Agreement, and
hereby further agrees that the lien and security interest in the New York
Business Assets arising under the Agreement shall be and be deemed released
without further action upon the acquisition by Signal of the New York Business
Assets in accordance with the terms of the Signal Management Agreement or the
Signal Loan Agreement, provided that, until such time as Signal actually
acquires title to the New York Business Assets pursuant to the terms of the
Signal Management Agreement or the Signal Loan Agreement, LogiMetrics and Signal
shall take all actions necessary or reasonably requested by the Agent to ensure
the continued perfection at all times of the lien and security interest of the
Agent in the New York Business Assets, including the execution and filing of
appropriate UCC financing statements in Florida and the separate identification
and non-commingling with Signal's own assets of the New York Business Assets,
and (subject to Signal's rights under the Signal Management Agreement and Signal
Loan Agreement) Signal hereby agrees to hold and manage the New York Business
Assets in trust for the Agent and the Holders, and
5. Agrees that the Agreement is hereby amended to reflect the waivers,
consents and agreements set forth herein above, and that any conflicting
provisions of the Agreement are hereby superseded, but, solely to the extent
necessary to give effect to this Amendment, and without limiting the generality
of this Section 3, the following provisions shall be amended as follows:
(a) All references in the Agreement to the term "Agreement" shall
mean the Agreement as amended and supplemented through the date hereof,
including as amended and supplemented hereby, as the same may hereafter be
further amended, supplemented or otherwise modified in accordance with its
terms;
(b) All references in the Agreement to the words "Loans" and
"Notes" shall mean, respectively, only the Loans and Notes other than the
Legacy Loans and Legacy Notes, and the all references in the Agreement (by
virtue of Amendment No. 1 thereto) to the words "New Loans" and "New Notes"
shall mean, respectively, only the Legacy Loans and Legacy Notes, and the
parties further agree that, notwithstanding the statement in any Legacy
Note to the effect that such note is a "Note" or "New Note" referenced in
the Agreement or any amendment thereto, such Legacy Note is and shall be
deemed a Legacy Note (and not a "Note") under and for all purposes of the
Agreement;
(c) All references in the Agreement to the term "Holders" shall
include, in addition and not in limitation, Signal, the registered holders
from time to time of the Notes, and the registered holders from time to
time of the Legacy Notes;
(d) All references in the Agreement to the term "Loan Documents"
shall include, in addition and not in limitation, the Signal Loan
Agreement, the Signal Note, the Notes and the Legacy Notes;
(e) All references in the Agreement to the term "Special
Majority" shall include, in addition and not in limitation, Signal, the
Majority Note Holders and the Majority Legacy Note Holders;
(f) "Majority Note Holders" shall mean the registered holders of
at least a majority in aggregate principal amount of the Notes outstanding
at the time of determination;
(g) "Majority Legacy Note Holders" shall mean the registered
holders of at least a majority in aggregate principal amount of the Legacy
Notes outstanding at the time of determination;
(h) Schedule 3(b) is deleted and replaced with Schedule 3(b)
attached hereto;
(i) Signal and the Majority Legacy Note Holders shall be included
in Section 4 as additional parties that are permitted to give direction to
the Agent following the occurrence of an event of default;
(h) "Event of Default" shall mean any event of default referred
to in Paragraph 5 of the Agreement and, unless the context clearly
indicates otherwise, each use of the term "event of default" in the
Agreement (including this Amendment) shall mean (i) if referring to an
event of default under the Agreement, an Event of Default and, (ii) if
referring to an event of default under any other agreement or instrument,
an Event of Default, event of default or such other term of similar import
used in such agreement or instrument to denote an event giving rise to a
right to accelerate or foreclose with or without notice;
(i) Signal and the Majority Legacy Note Holders shall be included
in Section 6 as additional parties that are permitted to give direction to
the Agent upon the occurrence of any Event of Default other than an Event
of Default relating to the bankruptcy or insolvency of any Borrower, and as
additional parties that may direct the Agent to exercise the rights and
remedies granted under the Agreement;
(j) Signal and the Majority Legacy Holders shall be included in
Section 6(c) as additional parties that are permitted to set off and apply
for the payment of any or all of the Obligations for the ratable benefit of
the Holders;
(k) With respect to Section 8:
(i) New "second" and "third" clauses are hereby added, to
read as follows:
"second, to the ratable payment of accrued but
unpaid interest (including post-petition interest) and
fees constituting Obligations pursuant to the Signal
Note and the Legacy Loans;
third, to the ratable payment of unpaid principal
of the Signal Note and the Legacy Loans";
(ii) clauses "second" through "tenth" are hereby renumbered
clause "fourth" through "twelfth", respectively; and
(iii) as so renumbered, new clauses "fourth" and "fifth"
shall refer solely to interest, fees and principal pursuant to the
Notes (and not pursuant to the Legacy Notes); and
(l) Signal and the Majority legacy Note Holders shall be included
in Section 9.1 as additional parties are permitted to instruct the Agent to
take any action to foreclose or otherwise realize on the Collateral; and
6. Agrees that, as amended hereby, the Agreement is hereby affirmed or
reaffirmed and ratified by all signatories hereto and shall remain in full force
and effect and, without limiting the generality of the foregoing, each of the
Borrowers hereby affirms or reaffirms, ratifies and hereby grants anew to the
Agent, for the ratable benefit of the Agent and the Holders, the security
interest set forth in the Agreement to secure all of the Junior Indebtedness,
the Legacy Loans, the Signal Loans and any amounts now or hereafter owing by the
Borrowers, or any of them, to the Agent in its capacity as Agent under the
Agreement, all in accordance with and subject to the terms of the Agreement as
amended hereby, and each of the signatories hereby affirms or reaffirms,
ratifies and hereby renews its agreement to be bound by all terms and conditions
of the Agreement (as amended hereby), including, without limitation, the
relative rights, preferences and priorities afforded by the Agreement to each of
them, and each of the Holders hereby affirms or reaffirms, ratifies and hereby
authorizes anew ▇▇▇▇▇▇, Rosenthal, McGlynn, LLC as its Agent under the
Agreement, for all purposes thereof and entitled to all the rights and benefits
accorded to the Agent thereunder.
THE BORROWERS AND SIGNAL hereby further covenant and agree, until such
time as Signal may have exercised its right under the Signal Management
Agreement or the Signal Loan Agreement to acquire the New York Business Assets,
to take all necessary or prudent actions as the Agent may request to ensure the
continued perfection of the security interest granted under the Agreement in and
to all assets of either Borrower that may be relocated to Florida or elsewhere
pursuant to the Signal Transaction Documents, including the identification of
all locations where assets and/or books and records may be kept, the filing of
additional UCC financing statements and, to the extent practicable, separately
identifying and/or tracking the assets of the Borrowers from those of Signal,
and not commingling the same, and (subject to its rights under the Signal
Management Agreement and Signal Loan Agreement) Signal shall hold and manage the
same in trust for the Agent and the Holders.
THE BORROWERS AND THE AGENT hereby covenant and agree, upon the due
exercise of Signal's right under the Signal Management Agreement or the Signal
Loan Agreement to acquire the New York Business Assets, to take all necessary or
prudent actions as Signal may request to release and record the release of the
security interest granted under the Agreement in and to the New York Business
Assets, including the delivery of executed UCC termination statements prepared
by Signal.
This Amendment shall become effective upon the date (the "Effective
Date") that each of the following conditions precedent shall be true:
(a) Agent shall have received a counterpart hereof duly executed
and delivered by each intended party hereto;
(b) Agent shall have received a copy of each of the Signal
Transaction Documents, each in form and substance satisfactory to the
Agent, as duly executed and delivered by each of the intended parties
thereto;
(c) Agent shall have received a copy of each of the Legacy Notes
to be outstanding after giving effect to the Legacy Loans to be outstanding
as of the Effective Date hereof, each as duly executed and delivered to the
Holders of the Legacy Notes, and
(d) Agent shall have received a copy of a consent, waiver and
extension, in form and substance satisfactory to the Agent, duly executed
and delivered by North Fork Bank, (i) consenting to the Signal Transaction
Documents and the transactions contemplated thereunder; (ii) waiving any
existing default or Event of Default, including any occasioned by the entry
into this Amendment or the Signal Documents and the consummation of the
transactions contemplated thereunder, and (iii) extending to not sooner
than June 30, 2000, the maturity date of, and the requirement of any
principal payment under, the North Fork Bank facility (together with
evidence satisfactory to the Agent that all conditions to the effectiveness
thereof shall have been satisfied; and
This Amendment may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the date first written above.
LOGIMETRICS, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Operating Officer
MMTECH, INC.
By: /s/▇▇▇▇▇▇▇ ▇. Brand
_________________________
Name: ▇▇▇▇▇▇▇ ▇. Brand
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC,
as Agent
By:/s/▇▇▇ ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
L.A.D. EQUITY PARTNERS, L.P.
By: Flint Investments, Inc.
Its General Partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Profit Sharing
Plan and Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM 1997 ENTERPRISE FUND, LLC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM RETIREMENT PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: ▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM MADISON PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM U.S. VALUE FUND, LTD.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURYCLEIA PARTNERS, L.P.
By: Marchessini & Dernisch, L.L.C.,
Its General Partner
By: /s/▇▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
A.C. ISRAEL ENTERPRISES, INC.
By: /s/▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Attorney-in-Fact
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ EQUITIES CORP.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
WHITEHALL PROPERTIES, LLC
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
KABUKI PARTNERS ADP, GP
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
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▇▇▇▇ ▇▇▇▇▇
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ FAMILY PARTNERSHIP
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CERBERUS PARTNERS, L.P.
By: Cerberus Associates, L.L.C.,
Its General Partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Member
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CRM 1998 ENTERPRISE FUND, LLC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.,
Its Managing Member
By: /s/▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇. Brand
______________________________________
▇▇▇▇▇▇▇ ▇. Brand
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax:(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SIGNAL TECHNOLOGY CORPORATION
By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:Chairman and Chief Executive
Officer
Schedule A
---------------------------------------------- ------------------------------------ ------------------------------
Legacy Note Holder Existing Legacy Notes New Legacy Notes
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ Equities Corp.
---------------------------------------------- ------------------------------------ ------------------------------
A.C. Israel Enterprises, Inc.
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------- ------------------------------------ ------------------------------
CRM 1997 Enterprise Fund, LLC
---------------------------------------------- ------------------------------------ ------------------------------
Whitehall Properties, LLC
---------------------------------------------- ------------------------------------ ------------------------------
CRM Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM Retirement Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM Madison Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
L.A.D. Equity Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM-EFO Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------------- ------------------------------------ ------------------------------
CRM U.S. Value Fund, Ltd.
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇▇ Family Partnership, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
---------------------------------------------- ------------------------------------ ------------------------------
Cereberus Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
TOTAL $320,000 $680,000
---------------------------------------------- ------------------------------------ ------------------------------
EXHIBIT A
FORM OF
SUPPLEMENTAL NEGOTIABLE SECURED
SENIOR SUBORDINATED PROMISSORY NOTE
$_____________
Final Maturity Date:
________, 2000
FOR VALUE RECEIVED, LogiMetrics, Inc., a Delaware corporation, and mmTech, Inc.,
a New Jersey corporation (collectively, the "Makers"), hereby jointly and
severally promise to pay to the order of _____________, or its successors and
assigns (the "Holder"), at ______________ or at such other location as the
Holder may designate from time to time, the sum of ________________________
Dollars ($___________), or such lesser amount as may be advanced hereunder,
together with interest thereon at the rate of 13% per annum, in lawful money of
the United States of America on or before June 2, 2000, or on demand at any time
upon or during the continuance of an Event of Default as defined in the Security
Agreement (as defined below), with or without demand as provided in the Security
Agreement. The obligations of the Makers are joint and several and the Holder
may proceed to collect the full amount owed hereunder from either Maker whether
or not proceeding against the other.
If the Holder fails to pay any amount hereunder when due, interest
shall thereafter accrue on such overdue amount at the rate of 16% per annum
until paid in full. Interest hereunder shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
The Makers may prepay this Note at any time, in whole or in part,
without premium or penalty. The Makers shall prepay this Note in full within
five (5) Business Days after the consummation of (i) any public or private sale
by either Maker of its debt or equity securities or securities convertible into
or exchangeable for its debt or equity securities, (ii) any permanent loan or
other credit facility obtained by either Maker from a bank or other financial
institution, or (iii) any sale by either Maker of all or substantially all of
its assets to a third party which results, in each such case, in net proceeds to
the Makers (after all related fees and expenses) of at least Three Million
Dollars ($3,000,000). As used herein, "Business Day" means a day, other than a
Saturday or Sunday, on which commercial banks in New York City are open for the
general transaction of business.
The Makers shall pay to the Holder the reasonable attorneys' fees and
disbursements and all other out-of-pocket costs incurred by the Holder in order
to collect amounts due and owing under this Note. All payments received shall be
applied, first, to the costs of collection, second, to unpaid interest, and
third, to principal.
No delay or failure on the part of the Holder in exercising any power,
right or remedy hereunder shall operate as a waiver of any such power, right or
remedy; nor shall any single or partial exercise of any power, right or remedy
preclude any other or further exercise of such power, right or remedy, or the
exercise of any other power, right or remedy, and no waiver whatsoever shall be
valid unless in writing, signed by the Holder, and then only to the extent
expressly set forth therein. No remedy is exclusive of any other remedy and all
remedies shall be cumulative to the maximum extent permitted by applicable law.
Each Maker hereby waives presentment, demand for payment, diligence, notice of
dishonor and all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Note.
This Note is one of the Legacy Notes referred to in Amendment No. 2,
dated on or about the date hereof, to the Second Amended and Restated Security
Agreement, Intercreditor Agreement, Waiver and Consent, dated on or about August
31, 1999 and as further amended by Amendment No. 1 thereto, dated as of December
2, 1999, among the Makers, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, as Agent (the
"Agent"), and the other parties thereto, (as amended by such Amendment No. 2,
the "Security Agreement") and is secured by the Collateral (as defined in the
Security Agreement). The Security Agreement grants the Agent on behalf of the
Holder and the other parties thereto certain rights with respect to the
Collateral upon certain defaults specified therein and sets forth the related
priorities of the Holder and the other parties thereto with regard to such
Collateral.
This Note shall be binding upon each Maker and its successors and
assigns. This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York pursuant to Section 15-1402 of the
General Obligations Law of such state. Each Maker irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this
Note. Service of process in connection with any such suit, action or proceeding
may be served on the Makers anywhere in the world by any method authorized by
law. Each Maker irrevocably consents to the jurisdiction of any such court in
any such suit, action or proceeding and to the laying of venue in such court.
Each Maker irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
No modification, alteration, waiver or change of any of the provisions
hereof shall be effective unless in writing and signed by each Maker and the
Holder and, then, only to the extent set forth in such writing.
[Remainder of page intentionally left blank]
ATTEST: LOGIMETRICS, INC.
_____________________ ____________________________________
Name: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ATTEST: MMTECH, INC.
_____________________ _____________________________
Name: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
Dated: _____, 2000