LEGACY GROUP I LOANS EXTENSION AGREEMENT
This LEGACY GROUP I LOANS EXTENSION AGREEMENT, dated as of November 15,
2001, is entered into among LogiMetrics, Inc., a Delaware corporation
("LogiMetrics"), mmTech, Inc., a New Jersey corporation ("mmTech" and, together
with LogiMetrics, "Borrowers"), Xxxxxx Xxxxxxxxx XxXxxxx, LLC, as agent (the
"Agent") for the Holders (as defined below), and the other signatories a party
hereto (the "Holders").
WHEREAS, each of the Holders has previously loaned to Borrowers the
aggregate principal amount set forth opposite such Holder's name on Exhibit A
hereto, on such terms and conditions as are set forth in a 13% Substitute
Negotiable Secured Senior Subordinated Promissory Note originally due July 1,
2000 (each, a "Loan");
WHEREAS, the Loans are secured by and subject to (i) the Second Amended
and Restated Security Agreement, Intercreditor Agreement, Waiver and Consent
dated on or about August 31, 1999, as amended on December 2, 1999 and February
17, 2000 (the "Security Agreement"), and (ii) the Acknowledgment, Consent and
Waiver dated March 7, 2000 (the "Acknowledgment");
WHEREAS, each Holder is a party to a Stockholders Agreement dated July
10, 2000, pursuant to which, among other things:
(a) the Borrowers paid the Holders all interest previously accrued
under the Loans for all periods up to and including July 10,
2000; and
(b) each Holder agreed to extend the maturity date of its Loan to
July 1, 2001;
WHEREAS, the parties now wish to further extend the maturity date of
the Loans on the terms and conditions set forth herein; and
WHEREAS, in connection with such extension, L-3 Communications
Corporation, the direct or indirect majority stockholder of the Borrowers
("L-3"), is entering into the Guaranty attached hereto as Exhibit B (the
"Guaranty"), pursuant to which L-3 shall guarantee the payment by Borrowers of
periodic interest accrued under the Loans as and when such interest becomes due
and payable by Borrowers in accordance with the terms hereof.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Extension of Maturity Date. Each Holder hereby extends to October 1,
2002 (the "Maturity Date") the final date by which the outstanding principal
amount of the Loan made by such Holder, together with all accrued and unpaid
interest thereon, must be repaid by Borrowers to such Holder.
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2. Periodic Interest Payments. The Holders and Borrowers hereby amend
the provisions of the Loans regarding the payment of interest as follows:
(a) Borrowers hereby jointly and severally agree to pay on January
2, 2002, to each Holder the following:
(1) for the period beginning on July 11, 2000 up to and
including July 1, 2001, interest on the outstanding principal amount of such
Holder's Loan at the rate of 13% per annum, calculated on the basis of a 360-day
year for the actual number of days elapsed (such amount, the "Interim Interest
Amount"); and
(2) for the period beginning on July 2, 2001 up to and
including January 2, 2002, interest on the outstanding principal amount and
Interim Interest Amount of such Holder's Loan at the rate of 16% per annum,
calculated on the basis of a 360-day year for the actual number of days elapsed.
(b) Borrowers hereby further jointly and severally agree to pay to
each Holder on each Interest Payment Date (as defined below), interest on the
outstanding principal amount of such Holder's Loan for the applicable Interest
Period (as defined below) at the rate of 13% per annum (calculated on the basis
of a 360-day year for the actual number of days elapsed).
(c) The following terms, as used in this Section 2, shall have the
following meanings:
(1) "Business Day" shall mean any day other than a Saturday,
Sunday or other day on which commercial banks in the State of New York are
authorized or required by law to close.
(2) "Interest Payment Date" shall mean the first Business Day
of each month during the period beginning on February 1, 2002 and ending on the
Maturity Date.
(3) "Interest Period" shall mean, with respect to each
Interest Payment Date, the period beginning on the day after the prior Interest
Payment Date up to and including the current Interest Payment Date; provided,
that with respect to the initial Interest Payment Date of February 1, 2002,
"Interest Period" shall mean the period beginning on January 3, 2002 up to and
including February 1, 2002.
3. Default Interest. If the Borrowers fail to pay any amount due under
the Loans, as amended hereby, interest shall thereafter accrue on such overdue
amount at the rate of 16% per annum (calculated on the basis of a 360-day year
for the actual number of days elapsed) until paid in full.
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4. Acknowledgment of Prior Interest Payments. Each Holder hereby
acknowledges that Borrowers have paid such Holder for all interest previously
accrued under such Holder's Loan for all periods up to and including July 10,
2000.
5. Waiver of Past Defaults. Each Holder hereby waives any and all
rights or claims against Borrowers arising out of any default or "event of
default" under such Holder's Loan as a result of the failure of Borrowers to
repay such Holder the outstanding principal amount of such Loan, together with
all accrued interest thereon, as of July 1, 2001, but does not waive any rights
or claims arising out of any default or "event of default" occurring after the
date hereof (a "Future Default"). No delay or failure on the part of any Holder
in exercising any rights or claims arising out of any Future Default shall
operate as a waiver of any such default; not shall any single or partial
exercise of any such rights or claims preclude any other or further exercise of
such rights or claims, or the exercise of any other rights or claims, and no
such waiver whatsoever shall be valid unless in writing, signed by the Holder,
and then only to the extent expressly set forth therein.
6. Authority of Agent to Accept Guaranty. The Holders hereby authorize
and direct the Agent, in its capacity as agent for the Holders as described in
the Security Agreement, to accept and agree to the Guaranty on behalf of and for
the benefit of the Holders. In the event the Agent receives any payment under
the Guaranty, the parties hereto agree that such payment shall be applied by the
Agent in accordance with the provisions contained in Section 8 of the Security
Agreement as if such payment were the proceeds of the sale of collateral
securing the Loans.
7. Confirmation of Security Interest. The Borrowers hereby acknowledge
and agree that the security interest in the Collateral (as defined under the
Security Agreement) granted to the Agent under the Security Agreement remains in
full force and effect in accordance with the terms of the Security Agreement and
shall not be effected by the execution of this Agreement.
8. Miscellaneous.
(a) This Agreement, the Guaranty and, to the extent not amended by
this Agreement or the Guaranty, (i) the separate 13% Substitute Negotiable
Secured Senior Subordinated Promissory Notes between the Borrowers and each
Holder dated as Xxxxx 0, 0000, (xx) the Security Agreement, (iii) the
Acknowledgment and (iv) the Stockholders Agreement, together embody the entire
agreement and understanding of the parties hereto in respect of the subject
matter hereof and supercede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) This Agreement may be amended, modified or supplemented only
by a written agreement signed by each of the parties hereto and by L-3.
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(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the choice of
law principles thereof.
(d) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
LOGIMETRICS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
MMTECH, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
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XXXXXX XXXXXXXXX XxXXXXX, LLC, as Agent
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
XXXXXX X. XXXXXX
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX X. XXXXXXXXX PROFIT SHARING PLAN
AND TRUST
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee
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CRM 1997 ENTERPRISE FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM RETIREMENT PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
0
XXX XXXXXXX PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM U.S. VALUE FUND, LTD.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
A.C. ISRAEL ENTERPRISES, INC.
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
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CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
---------------------------------------
Its General Partner
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX EQUITIES CORP.
By: /s/ Xxxx Xxxxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
WHITEHALL PROPERTIES, LLC
By: /s/ Xxxx Xxxxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
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XxXXXXX FAMILY PARTNERSHIP L.P.
By: /s/ Xxxxxx X. XxXxxxx
------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: General Partner
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxx X. Xxxxxx
------------------------------------------
XXXX X. XXXXXX
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxxxx X. Xxxxxxx, III
------------------------------------------
XXXXXX X. XXXXXXX, III
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxx Xxxxxxxxxxx
------------------------------------------
XXXXXXX XXXXXXXXXXX
000 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
