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SECURED PROMISSORY NOTE
$6,500,000.00 July 10, 2000
FOR VALUE RECEIVED, L-3 COMMUNICATIONS CORPORATION, a Delaware
corporation ("L-3"), hereby promises to pay to the order of LOGIMETRICS, INC., a
Delaware corporation (the "Holder"), the principal amount of SIX MILLION FIVE
HUNDRED THOUSAND DOLLARS and 00/100 ($6,500,000.00), such principal to be due
and payable on earlier of (a) the consummation of the Public Offering (as
defined in that certain Purchase Agreement, dated the date hereof, between the
Holder and L-3 (as the same may be amended from time to time, the "Agreement"))
and (b) January 2, 2001 (the "Maturity Date").
1. PAYMENTS. All payments of principal and any Default Interest (as
defined below) hereunder shall be made in United States Dollars and in
immediately available funds. All payments made hereunder shall be credited (a)
first, against any fees, costs or expenses due hereunder from L-3 to the Holder,
(b) second, against any accrued and unpaid Default Interest on this Note, and
(c) third, against principal outstanding under this Note.
2. SECURITY INTEREST. This Note will be initially secured by a pledge
of 43.33% of the Purchaser Shares (as defined in the Agreement) pursuant to a
Stock Pledge Agreement, dated the date hereof (as the same may be amended from
time to time, the "Stock Pledge Agreement"). As provided in the Stock Pledge
Agreement, for every prepayment, payment or set-off by L-3 of all or a portion
of the principal amount of this Note (including pursuant to Section 1.1(c), 1.5
or 7.3 of the Agreement), a number of Purchaser Shares equal to the Released
Pledged Shares (as defined in the Agreement) will be released from the
Encumbrance (as defined in the Agreement) of the Stock Pledge Agreement and
delivered to L-3. As provided in the Stock Pledge Agreement, upon L-3's payment
of this Note in full, all Purchaser Shares then subject to the Encumbrance (as
defined in the Agreement) of the Stock Pledge Agreement will be automatically
released from the Encumbrance (as defined in the Agreement) of the Stock Pledge
Agreement and delivered to L-3.
3. PREPAYMENT. From time to time, pursuant to Section 1.1(c) of the
Agreement and subject to Section 1.1(b) of the Agreement, L-3 shall prepay all
or a portion of the outstanding principal amount, such prepayment to be made
within five (5) business days after receipt by L-3 of the Required Prepayment
Notice (as defined in the Agreement).
4. SET-OFF. If the Holder is required to indemnify any indemnified
party pursuant to Article VII of the Agreement (as determined by a court of
competent jurisdiction or by an arbitration award), then L-3 shall be entitled,
in addition to any other right or remedy it may have, to exercise rights of
set-off against any amounts then due and payable or that may thereafter become
due and payable to the Holder under this Note.
5. OTHER DEBT. If L-3 or any of its Affiliates (as defined in the
Agreement) provides Purchaser Credit Support (as defined in the Agreement), in
respect of all or any portion of the
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Company's Debt (as defined in the Agreement), then the amount of the Purchaser
Credit Support shall constitute, to the extent of the amount of the Purchaser
Credit Support, a Credit Support Payment (as defined in the Agreement);
provided, however, (a) if the Company's Debt has been paid in full and none of
the Purchaser Credit Support has been utilized or called upon, then the Credit
Support Payment shall be deemed not to have been made, and (b) if, at any time,
the amount of the Purchaser Credit Support shall have been permanently reduced
by reason other than the payment by or on behalf of the Purchaser of any amount
in respect of such Purchaser Credit Support, then the Credit Support Payment
shall be deemed not to have been made, but only to the extent of such reduction.
6. CANCELLATION OF NOTE. L-3's obligations of payment under this Note
may be cancelled pursuant to the provisions of Section 1.1(b) of the Agreement,
which provisions are incorporated herein by reference in their entirety.
7. EVENTS OF DEFAULT; REMEDIES.
(a) "Event of Default" means the occurrence of one or more of the
following events: (i) the failure of L-3 to pay the principal amount of this
Note on the Maturity Date for a period of two business days after written notice
of such failure is given to L-3 by the Holder; (ii) the commencement of any
proceeding instituted by or against L-3 under any laws relating to bankruptcy,
insolvency, receivership or arrangements with creditors and such proceeding is
not dismissed, stayed or vacated within 60 days; (iii) the dissolution,
liquidation or winding up of the affairs of L-3; (iv) an assignment for the
benefit of creditors by L-3; or (v) the insolvency or written admission of
inability of L-3 to pay its debts as they mature.
(b) Upon the occurrence and during the continuance of an Event of
Default and the expiration of the applicable cure period (if any), interest
shall accrue on the outstanding principal at an overdue rate equal to 10% per
annum ("Default Interest").
(c) If an Event of Default shall have occurred and be continuing, the
Holder shall have, in addition to all other rights given by law or by this Note,
the right, at its option, by written notice to L-3 to declare all the
indebtedness described herein or evidenced hereby and the collection fees
thereof to be immediately due and payable, and upon such delivery or mailing of
such notice, all such indebtedness and collection fees shall become immediately
due and payable.
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8. NOTICES. All notices, consents, requests, waivers or other
communications (each a "Notice") which, by provision of this Note, is required
or permitted to be given or served to L-3 shall be given and served for all
purposes (a) if hand delivered, (b) if sent by nationally recognized overnight
courier, or (c) if sent by registered or certified mail, postage prepaid, return
receipt requested to the following address:
L-3 Communications Corporation
Narda Microwave
435 Moreland Road
Hauppauge, N Y 11788
Tel: (631) 231-1700
Fax: (631) 725-8039
Attention: Mr. John Mega
with copies to:
L-3 Communications Corporation
600 Third Avenue
New York, NY 10016
Tel: (212) 697-1111
Fax: (212) 805-5494
Attention: Christopher C. Cambria, Esq.; and
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, NY 10166
Tel.: (212) 351-3000
Fax: (212) 351-3131
Attention: James P. Gerkis, Esq.
Each Notice shall be deemed effective upon receipt (or refusal of receipt).
9. AMENDMENTS; WAIVERS; CONSENTS. This Note may not be waived, changed,
modified or discharged orally, but only by an agreement in writing which is
signed by both L-3 and the Holder. Except as otherwise provided in this Note,
the Agreement or the Stock Pledge Agreement, L-3 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.
10. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Note shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without reference to the choice of law principles thereof. L-3 hereby
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 and the transactions contemplated hereby. Service of
process in connection with any such suit, action or proceeding may be served on
L-3 anywhere in the world by the same methods as are specified for the giving of
notices under this Note. L-3 hereby 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. L-3 hereby irrevocably waives any objection
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to the laying of venue of any such suit, action or proceeding brought in such
court and irrevocably waives any claim that any such suit, and action or
proceeding brought in any such court has been brought in an inconvenient forum.
11. SUCCESSORS. This Note shall inure to the benefit of the Holder and
its successors and assigns.
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IN WITNESS WHEREOF, L-3 has duly executed this Note as of the date
first above written.
L-3 COMMUNICATIONS CORPORATION
By: /s/ Christopher C. Cambria
_________________________________
Name: Christopher C. Cambria
Title: Vice President
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