STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT dated as of July 10, 2000, made by L-3
Communications Corporation, a Delaware corporation ("Pledgor"), in favor of
LogiMetrics, Inc., a Delaware corporation ("Pledgee").
WHEREAS, pursuant to the Purchase Agreement, dated July 10, 2000, (as
the same may be amended from time to time, the "Purchase Agreement"), between
Pledgor and Pledgee. Pledgee sold to Pledgor and Pledgor purchased from Pledgee,
on the date hereof, 53.5% of the issued and outstanding shares of Pledgee's
Common Stock on a Fully Diluted Basis (as such terms are defined in the Purchase
Agreement) (the "Purchaser Shares");
WHEREAS, pursuant to the Purchase Agreement, Pledgor has agreed to
pledge 43.33% of the Purchaser Shares (the "Pledged Stock") to Pledgee to secure
the obligations of Pledgor under the Secured Promissory Note, dated the date
hereof (the "Secured Promissory Note") (collectively, the "Secured
Obligations"); and
WHEREAS, it is a condition to Pledgee's willingness to enter into the
Purchase Agreement that Pledgor shall have executed this Agreement;
NOW, THEREFORE, in consideration of the premises and in order to induce
Pledgee to enter in the Purchase Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms used herein
shall have the same meanings of terms defined in the Purchase Agreement.
2. Pledge. Pledgor hereby pledges, assigns, hypothecates, transfers and
delivers to Pledgee all the Pledged Stock and hereby grants to Pledgee a first
lien on, and first priority security interest in, the Pledged Stock and in all
Proceeds (as defined below) thereof as collateral security for the prompt and
complete payment and performance when due of all the Secured Obligations.
"Proceeds" means all "proceeds" as defined in Section 9-306(1) of the New York
Uniform Commercial Code (the "Code") and shall, in any event, include, without
limitation, all dividends, distributions or other income from the Pledged Stock,
and any and all collections on the foregoing or distributions with respect to
the foregoing. Pledgee hereby acknowledges receipt and possession of the Pledged
Stock, to be held by Pledgee in accordance with this Agreement.
3. Stock Dividends, Distributions, etc. If, while this Agreement is in
effect, Pledgor shall become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a stock
dividend or a distribution in connection with any reclassification, increase or
reduction of capital, or issued in connection with any reorganization), option
or rights, as an addition to, in substitution of, or in exchange for, any shares
of any Pledged Stock, Pledgor agrees to accept the same as Pledgee's agent and
to hold the same in trust on behalf of and for the benefit of Pledgee and to
deliver the same forthwith to Pledgee in the exact form received, with the
endorsement of Pledgor when necessary, and/or appropriate undated stock powers
duly executed in blank, to be held by Pledgee, subject to the
terms hereof, as additional collateral security for the Secured Obligations. All
property so distributed in respect of the Pledged Stock which is received by
Pledgor shall, until delivered to Pledgee, be held by Pledgor as Pledgee's agent
(and in trust on its behalf and for its benefit) as additional collateral
security for the Secured Obligations.
4. Collateral. The Pledged Stock and Proceeds thereof are referred to
herein collectively as the "Collateral". Certificates or instruments
representing or evidencing the Collateral shall be delivered to and held by
Pledgee. For every prepayment, payment or set-off by Pledgor of all or a portion
of the principal amount of the Secured Promissory Note (including pursuant to
Section 1.1(c), 1.5 or 7.3 of the Purchase Agreement), a number of shares of
Pledged Stock equal to the Released shall be released from the Encumbrance of
this Agreement and such Released Pledged Shares shall no longer constitute part
of the Collateral. Upon payment of the Secured Obligations in full, all the
Collateral shall automatically be released from the Encumbrance of this
Agreement. Notwithstanding anything in this Agreement or any of the other
Transaction Documents to the contrary, if the Purchaser pays the Liability
Amount, then all Purchaser Shares then subject to the Encumbrance of this
Agreement shall be automatically released from the Encumbrance of this Agreement
and delivered to the Purchaser.
5. Cash Dividends; Voting Rights. Unless a Triggering Event (as defined
below) shall have occurred, Pledgor shall be entitled to receive all cash
dividends paid in respect of the Pledged Stock, to vote the Pledged Stock and to
give consents, waivers and ratification in respect of the Pledged Stock;
provided, however, that no vote shall be cast or consent, waiver or ratification
given or action taken that would impair the Collateral or violate any provision
of this Agreement.
6. Rights of Pledgee. If a Triggering Event shall have occurred, (a)
any of or all the Pledged Stock included in the Collateral may, without notice,
be registered in the name of Pledgee or its nominee and Pledgee shall have the
right to exchange certificates or instruments representing or evidencing the
Pledged Stock included in the Collateral for certificates or instruments of
smaller or larger denominations, (b) Pledgee may collect and receive all cash
dividends and other distributions made thereon, and (c) Pledgee or its nominee
may thereafter, after notice to Pledgor, exercise all voting and corporate
rights at any meeting of any corporation or other entity issuing any of the
Pledged Stock and give consents, waivers and ratification in respect of the
Pledged Stock, in each case as if it were the sole and absolute owner thereof.
7. Remedies. If any portion of the Secured Obligations shall at any
time become, or shall be declared, due and payable (or if any stay or legal bar
to such Secured Obligations becoming or being declared due and payable is in
effect, if but for the operation of such stay or legal bar such obligations
would have become, or could have been declared, due and payable by their terms)
and remain unpaid for a period of 30 days from the date upon which such portion
of the Secured Obligations have become, or shall have been declared (or would
have so become, or could have so been declared), due and payable (a "Triggering
Event"), Pledgee shall have the right to exercise all rights and remedies of a
secured party under the Code.
8. Representations, Warranties and Covenants. Pledgor represents and
warrants that: (a) Pledgor has full corporate power, authority and legal right
to pledge, assign, transfer, deliver, deposit and set over all the Pledged Stock
pursuant to this Agreement; (b) this Agreement has
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been duly authorized, executed and delivered by Pledgor and constitutes a legal,
valid and binding obligation of the Pledgor enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and by equitable principles, including those limiting the availability of
specific performance, injunctive relief and other equitable remedies and those
providing for equitable defenses; (c) (assuming the accuracy of Pledgee's
representations and warranties contained in Sections 2.2 and 2.5 of the Purchase
Agreement) the pledge, assignment and delivery of the Pledged Stock and the
other Collateral pursuant to this Agreement creates a valid first lien on and,
and a first priority security interest in, such shares of the Pledged Stock and
the other Collateral, respectively, subject to no prior or pari passu
Encumbrance or to any agreement granting to any third party a security interest
in the property or assets of Pledgor which would include the Pledged Stock or
the other Collateral; and (d) no consent, approval, authorization or other order
of any person and no consent, authorization approval, or other action by, and no
notice to or filing with, any Governmental Authority is required to be made or
obtained by Pledgor either (i) for the pledge of the Collateral by Pledgor
pursuant to this Agreement, or (ii) for the exercise by Pledgee of the voting or
other rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement, except such as may be required in
connection with such disposition by laws affecting the offering and sale of
securities generally.
Pledgor covenants and agrees that it will defend Pledgee's right and
security interest in and to the Collateral against the claims and demands of all
Persons whomsoever; and covenants and agrees that it will have like title to and
right to pledge any other property at any time hereafter pledged to Pledgee as
Collateral hereunder and will likewise defend Pledgee's right thereto and
security interest therein.
9. No Disposition, etc. Without the prior written consent of Pledgee,
Pledgor will not sell or otherwise dispose of, grant any Encumbrance on or any
option or right with respect to, or mortgage, hypothecate, assign, pledge,
transfer, charge or otherwise encumber any of the Collateral, any interest
therein or any proceeds thereof, except for the lien and security interest
provided for by this Agreement.
10. Further Assurances. Pledgor agrees that any time and from time to
time upon the written request of Pledgee, it will, at its expense, execute and
deliver such further documents and do such further acts and things as Pledgee
may reasonably request in order to effect the purposes of this Agreement.
11. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
12. Section Headings. The section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.
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13. No Waiver; Cumulative Remedies. Pledgee shall not by any act
(except by a written instrument executed by Pledgee pursuant to Section 14) be
deemed to have waived any right or remedy hereunder. No failure to exercise, nor
any delay in exercising, on the part of Pledgee any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power of privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by Pledgee of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which Pledgee would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by Applicable Law.
14. Waivers and Amendments; Successors and Assigns; Governing Law. This
Agreement may be amended, supplemented or waived by written instrument executed
by Pledgor and Pledgee. This Agreement shall be binding upon the successors and
assigns of Pledgor and shall inure to the benefit of Pledgee and its successors
and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF
THE LAWS THAT MIGHT BE APPLICABLE UNDER ANY PRINCIPLES OF CONFLICTS OF LAWS).
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IN WITNESS WHEREOF, Pledgor has caused this Agreement to be duly
executed and delivered as of the day and year first above written.
L-3 COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
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