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EXHIBIT 10.14
INTER-SECURITYHOLDER AGREEMENT
THIS INTER-SECURITYHOLDER AGREEMENT (this "Agreement") is made as of
this 3d day of August, 1998, by and among DLJ Merchant Banking Partners, L.P., a
Delaware limited partnership ("DLJMBP"), DLJ International Partners, C.V., a
Netherlands Antilles limited partnership ("DLJIP"), DLJ Offshore Partners, C.V.,
a Netherlands Antilles limited partnership ("DLJOP"), DLJ Merchant Banking
Funding, Inc., a Delaware corporation ("DLJMBF"), DLJ Capital Corporation, a
Delaware corporation ("DLJCC"), DLJ First ESC, L.P., A Delaware limited
partnership ("ESC"), Sprout Growth II, L.P., a Delaware limited partnership
("Sprout II") and Sprout Capital VI, L.P., a Delaware limited partnership
("Sprout VI"), in their respective capacities as holders of certain notes of
Phase Metrics, Inc. (each of the foregoing, a "Note Holder"), ABS Capital
Partners II, L.P., a Delaware limited partnership, DLJMBP, DLJMBF, DLJCC,
Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware corporation, DLJ
ESC II, L.P., a Delaware limited partnership ("ESC II"), Sprout II, Sprout VI,
William E. Terry and Dr. Gilbert F. Amelio, in their respective capacities as
holders of certain preferred stock of Phase Metrics, Inc. (each of the
foregoing, a "Series C Holder"), and Phase Metrics, Inc., a Delaware corporation
(the "Issuer"), in order to induce the Series C Holders to purchase shares of
the Issuer's Series C Convertible Redeemable Preferred Stock, $.0001 par value
per share (the "Series C Preferred Stock"), pursuant to that certain Securities
Purchase Agreement dated as of the date hereof between the Series C Holders and
the Issuer (the "Purchase Agreement"), which shall be fair and sufficient
consideration for the execution of this Agreement.
1. Construction and Definitions. In addition to terms defined
elsewhere in this Agreement, the following terms shall have the following
meanings when used herein:
"ISSUER'S CERTIFICATE OF INCORPORATION" shall mean the
Amended and Restated Certificate of Incorporation of the Issuer as filed with
the Secretary of State of Delaware on August 3, 1998, as the same may be amended
or modified from time to time.
"JUNIOR OBLIGATIONS" shall mean, as the same may be
amended, modified, extended, renewed, supplemented, refinanced, consolidated or
replaced from time to time, all present and future obligations, indebtedness and
liabilities of Issuer to each of the Note Holders under the Notes, of every kind
and nature, whether arising under or in connection with the Notes, the
indebtedness evidenced thereby, the Note Purchase Agreement, the other Note
Holder Documents or otherwise (including, without limitation, all principal
amounts, including future advances, interest (including interest charges and
accrued interest), late charges, fees and all other charges and sums, as well as
all costs and expenses, including attorneys' fees and expenses, payable or
reimbursable by the Issuer to the Note Holders under or in connection with the
Notes, the indebtedness evidenced thereby, the Note Purchase Agreement, the
other Note Holder Documents or otherwise), whether direct or indirect,
contingent or noncontingent, matured or unmatured, accrued or not accrued,
liquidated or unliquidated, secured or unsecured, including, without limitation,
obligations of the Issuer to the Note Holders in connection with guaranties by
the Issuer of obligations to the Note Holders of other persons, and claims
against the Issuer acquired by assignment of the Note Holders, as well as all
claims, demands, actions, causes of
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action and judgments arising from or relating to any of the foregoing. The
Junior Obligations, as defined above, shall include, for purposes of this
Agreement, as all of the same may be amended, modified, extended, renewed,
supplemented, refinanced, consolidated or replaced from time to time, all
claims, demands, actions, causes of action and judgments arising from or
relating to any of such obligations, indebtedness and liabilities.
"NOTE HOLDER DOCUMENTS" shall mean, as the same may be
amended, modified, extended, renewed, supplemented or replaced from time to
time, the Notes and any and all other agreements, contracts, promissory notes
and other instruments, security agreements, assignments, pledge agreements,
indemnification agreements, mortgages, deeds of trust, guaranties and other
documents (a) executed and/or delivered in connection with the Notes or any of
the Junior Obligations, or (b) evidencing, guaranteeing, securing (directly or
indirectly), or in any other manner relating to, any of the Junior Obligations.
"NOTE PURCHASE AGREEMENT" shall mean the Securities
Purchase Agreement dated November 23, 1994, as amended and as the same may be
amended, modified, renewed or extended from time to time, by and among the
Issuer, the Note Holders and the other parties listed on the signature pages
thereto.
"NOTES" shall mean the Convertible Subordinated Notes Due
1999 of the Issuer, dated November 23, 1994, as amended and as the same may be
amended, modified, renewed or extended from time to time.
"PERSON" shall mean any individual, corporation,
partnership, joint venture, association, trust, government (or subdivision,
agency or department thereof) or other entity of any kind.
"SENIOR OBLIGATIONS" shall mean, as the same may be
amended, modified, extended, renewed, supplemented, refinanced, consolidated or
replaced from time to time, all present and future obligations, indebtedness and
liabilities of Issuer to the Series C Holders with respect to the Series C
Preferred Stock purchased pursuant to the Purchase Agreement (whether purchased
on the date of the Purchase Agreement or pursuant to an additional closing
contemplated by the Purchase Agreement), including, without limitation, all
rights of the Series C Holders to receive from the Issuer dividends on the
Series C Preferred Stock, payments upon redemption of the Series C Preferred
Stock and payments in respect of the Series C Preferred Stock in the event of a
Liquidation (as defined in the Issuer's Certificate of Incorporation), all as
set forth in the Issuer's Certificate of Incorporation, including interest
charges, fees and all other charges and sums, as well as all costs and expenses,
including attorneys' fees and expenses, payable or reimbursable by the Issuer
under or in connection with the rights of the Series C Holders as set forth in
the Issuer's Certificate of Incorporation, whether direct or indirect,
contingent or noncontingent, matured or unmatured, accrued or not accrued,
liquidated or unliquidated, secured or unsecured, including, without limitation,
obligations of the Issuer to the Series C Holders in connection with all claims,
demands, actions, causes of action and judgments arising from or relating to any
of the foregoing. The Senior Obligations, as defined above, shall include, for
purposes of this Agreement, as all of the same may be amended, modified,
extended,
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renewed, supplemented, refinanced, consolidated or replaced from time to time,
all claims, demands, actions, causes of action and judgments arising from or
relating to any of such obligations, indebtedness and liabilities.
2. Subordination of Junior Obligations.
(a) Each Note Holder, the Issuer and each Series C Holder agrees
that all of the Junior Obligations are hereby subordinated, and shall be junior
in right of payment, to all of the Senior Obligations, to the extent and upon
the terms and conditions provided in this Agreement.
(b) Each Note Holder agrees that, except as otherwise provided in
this Agreement, it will not, without the prior written consent of the holders of
a majority of the shares of Series C Preferred Stock then outstanding, demand,
sue for, take or receive (directly or indirectly, by way of setoff, by reason of
any other obligations, indebtedness or liabilities of Issuer being subordinated
to the Junior Obligations, or in any other manner) all or any part of the Junior
Obligations unless and until all of the Senior Obligations have been
indefeasibly paid in full, which payment in full, for purposes of this
Agreement, shall occur only when (a) the Series C Preferred Stock has been
either (i) converted into Common Stock with payment in full of the conversion
price as set forth in the Issuer's Certificate of Incorporation; or (ii)
redeemed with payment in full of the redemption price, together with accrued and
unpaid dividends, as set forth in the Issuer's Certificate of Incorporation; or
(b) there has occurred an event of Liquidation (as defined in the Issuer's
Certification of Incorporation) of the Issuer and the holders of the Series C
Preferred Stock have received payment in full of their Liquidation preference,
together with accrued and unpaid dividends when applicable, as set forth in the
Certificate of Incorporation, and there exists no commitment to the Series C
Holders or term or condition of the Series C Preferred Stock which could give
rise to any Senior Obligations. Issuer agrees that, except as otherwise provided
in this Agreement, it will not, without the prior written consent of the holders
of a majority of the shares of Series C Preferred Stock then outstanding, pay
(directly or indirectly, by way of setoff, by reason of any other obligations,
indebtedness or liabilities of Issuer being subordinated to the Junior
Obligations, or in any other manner) all or any part of the Junior Obligations
unless and until all of the Senior Obligations have been indefeasibly paid in
full as set forth above and there exists no commitment to the Series C Holders
or term or condition of the Series C Preferred Stock which could give rise to
any Senior Obligations.
(c) In the event of any distribution, division or application,
partial or complete, voluntary or involuntary, by operation of law or otherwise,
of all or any part of the assets of Issuer, or the proceeds thereof, to
creditors of Issuer, or upon any indebtedness of Issuer, by reason of the
liquidation, dissolution or other winding up of Issuer, or Issuer's business or
affairs, or in the event of any sale, receivership, insolvency or bankruptcy
proceeding, assignment for the benefit of creditors or any other proceeding by
or against Issuer for any relief under any bankruptcy or insolvency law or laws
relating to the relief of debtors, readjustment of indebtedness,
reorganizations, compositions or extensions, then, and in each event, each
payment or distribution of any kind or character, either in cash, securities or
other property, which shall be payable or deliverable upon or with respect to
any of the Junior Obligations shall, until all of the
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Senior Obligations have been paid in full as set forth above, be paid or
delivered directly to the Series C Holders for application on account of the
Senior Obligations in accordance with the terms of the Issuer's Certificate of
Incorporation. The Note Holders hereby irrevocably authorize and empower the
Series C Holders to demand, sue for, collect and receive every payment and
distribution, and give acquittance therefor and to file claims and take any
other proceedings as the Series C Holders may deem necessary or advisable for
the enforcement hereof. The Note Holders agree to execute and deliver to the
Series C Holders any assignments and other instruments as may be requested by
the Series C Holders in order to enable the Series C Holders to enforce and to
collect and receive any and all payments and distributions. Should any payment,
distribution or other amount be received by any Note Holder (directly or
indirectly, by way of setoff, by reason of any other obligations, indebtedness
or liabilities of Issuer being subordinated to the Junior Obligations, or in any
other manner) upon or with respect to any of the Junior Obligations in
contravention of the provisions of this Agreement, the Note Holders shall
promptly pay over and deliver the same to the Series C Holders (together with
any indorsements or assignments thereof as may be requested by the Series C
Holders) for application on account of the Senior Obligations in accordance with
the terms of Issuer's Certificate of Incorporation, and, until so delivered, the
same shall be held in trust by the Note Holder for the benefit of the Series C
Holders.
(d) If all of the Senior Obligations shall have been indefeasibly
paid in full as set forth above and there exists no commitment to the Series C
Holders or term or condition of the Series C Preferred Stock which could give
rise to any Senior Obligations, the Note Holders shall be subrogated to the
rights of the Series C Holders to receive payments and distributions, whether in
cash, securities or other property, with respect to the Senior Obligations until
the Junior Obligations shall have been paid in full. For purposes of
subrogation, no payments or distributions to the Series C Holders on account of
the Senior Obligations, whether in cash, securities or other property, to which
the Note Holders would have been entitled except for the provisions of this
Agreement, and no payments over by the Note Holders to the Series C Holders on
account of the provisions of this Agreement, shall, as among Issuer, the Note
Holders and Issuer's creditors other than the Series C Holders, be deemed to be
a payment or distribution on account of the Senior Obligations.
(e) The provisions of this Agreement are, and are intended,
solely for the purpose of defining the relative rights of the Series C Holders
and the Note Holders with respect to the Senior Obligations and the Junior
Obligations. Nothing contained in this Agreement is intended to or shall (a)
impair, as among Issuer, the Note Holders and Issuer's creditors other than the
Series C Holders, the obligation of Issuer to pay to the Note Holders the Junior
Obligations as and when the same become due, or (b) affect the relative rights
against Issuer of the Note Holders and Issuer's creditors other than the Series
C Holders.
(f) No right of the Series C Holders to enforce the subordination
of the Junior Obligations under this Agreement shall be impaired, diminished or
otherwise prejudiced by any act or failure to act of Issuer, the Note Holders or
the Series C Holders or by any failure of Issuer, the Note Holders or the Series
C Holders to comply with any provisions of this Agreement, regardless of any
actual or constructive notice or knowledge of Issuer of any act or failure to
act.
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3. Assignments, Legends and Amendments. The Series C Holders may
assign, delegate or otherwise transfer their rights and obligations under this
Agreement to transferees of the Series C Preferred Stock provided that the
transfer of Series C Preferred Stock to any such transferee is permitted by the
terms of the Securityholders Agreement of even date herewith between the Issuer,
the Series C Holders and the other parties listed on the signature pages
thereto. Each Note Holder agrees that, so long as any of the Senior Obligations
remain unpaid or there exists any contingent or noncontingent commitment of
Issuer which could give rise to any Senior Obligations, the Note Holder will not
sell, assign, transfer or convey to any person any of the Junior Obligations, or
any interest therein, unless the sale, assignment, transfer or conveyance is
expressly, and in writing, made subject to the terms of this Agreement. Issuer
and each Note Holder agrees to place, or cause to be placed, on each Note and
all other Note Holder Documents a conspicuous statement, reasonably satisfactory
to the Series C Holders, to the effect that the Junior Obligations are subject
to the terms of this Agreement. Each of the Note Holders and Issuer agree that,
so long as any of the Senior Obligations remain unpaid or there exists any
commitment to the Series C Holders or term or condition of the Series C
Preferred Stock which could give rise to any Senior Obligations, without the
prior written consent of the holders of a majority of the shares of Series C
Preferred Stock then outstanding, none of the Note Holder Documents shall be
amended, modified, extended, renewed, supplemented or replaced in any manner
adverse to the rights of the Series C Holders hereunder.
4. Further Assurances. Each of the Note Holders and Issuer agrees
promptly to execute and deliver all additional and further instruments and
documents as the Series C Holders may request in good faith to vest in and
assure to the Series C Holders their rights hereunder. Each of the Note Holders
and Issuer agrees to provide to the Series C Holders from time to time, upon the
request of any Series C Holder, copies of any or all Note Holder Documents.
5. Waiver of Trial by Jury. Each of the Note Holders, the Issuer
and the Series C Holders agrees that any action, suit or proceeding involving
any claim, counterclaim or cross-claim arising out of or in any way relating,
directly or indirectly, to this Agreement, or any liabilities, rights or
interests of the Note Holders, Issuer, the Series C Holders or any other person
arising out of or in any way relating, directly or indirectly, to any of the
foregoing, shall be tried by a court and not by a jury. Each of the Note
Holders, Issuer and the Series C Holders hereby waives any right to trial by
jury in any action, suit or proceeding, with the understanding and agreement
that this waiver constitutes a waiver of trial by jury of all claims,
counterclaims and cross-claims against all parties to the actions, suits or
proceedings, including claims, counterclaims and cross-claims against parties
who are not parties to this Agreement. This waiver is knowingly, willingly and
voluntarily made by each of the Note Holders, Issuer and the Series C Holders,
and each of the Note Holders, Issuer and the Series C Holders acknowledges and
agrees that this waiver of trial by jury is a material aspect of the agreements
among them and that no representations of fact or opinion have been made by any
person to induce this waiver of trial by jury or to modify, limit or nullify its
effect.
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6. Additional Waivers. Each Note Holder hereby waives diligence
in the enforcement or collection of all of the Senior Obligations. Each Note
Holder also hereby waives notice of any event, circumstance or condition which
might otherwise constitute a legal or equitable discharge of any Note Holder
from any of the provisions of this Agreement and agrees that, without necessity
for any express reservation of rights against Note Holders, neither the
occurrence or existence of such act, event or condition, nor Issuer's commission
of or omission to do any act, event or condition, in any number of instances,
shall in any way release, discharge, impair or diminish any obligations or
liabilities of the Note Holders under this Agreement, except as otherwise
specifically agreed by the Issuer in writing.
7. Conflicting Documents or Law. All provisions of this Agreement
shall apply notwithstanding any contrary or conflicting terms or provisions
contained in the Note Holder Documents, notwithstanding any contrary or
conflicting provisions of the Uniform Commercial Code or other law.
8. Termination. This Agreement shall terminate:
(a) at the time that the Series C Holders own less than 5% of the
aggregate number of shares of Fully Diluted Common Stock (as defined in the
Purchase Agreement); or
(b) at the time of (a) a consolidation or merger of the Issuer
with one or more corporations, or (b) a sale or transfer of all or substantially
all of the Issuer's stock or assets; provided that in the event of either (a) or
(b), the Series C Preferred Stock has received its full liquidation preference
in accordance with Article IV(C), paragraph (4) of the Issuer's Certificate of
Incorporation or all shares of Series C Preferred Stock have been converted in
accordance with the Issuer's Certificate of Incorporation.
9. Modifications and Notices. No modification or waiver of any
provision of this Agreement, and no consent by the Series C Holders to the
failure of any Note Holders or Issuer to comply with any provision of this
Agreement, shall be effective unless the same shall be in writing and signed by
the party against whom enforcement thereof is sought, and then the modification,
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice by Issuer to or demand by Issuer upon any
Note Holder in any circumstance shall entitle any Note Holder or Issuer to any
other or further notice or demand in the same, similar or other circumstances.
All communications in connection with this Agreement shall be deemed to have
been given when hand-delivered to the party to whom directed, or, if transmitted
by telex, by facsimile transmission or by mail (whether or not registered or
certified), when telexed or transmitted by facsimile transmission or deposited
in the mail postage prepaid, respectively, provided that any notice or
communication to the Note Holders shall be hand-delivered or transmitted to the
Note Holder at addresses set forth for each Note Holder on Exhibit A hereto (or
at another other address specified by the Note Holder in writing to the other
parties hereto from time to time), any such notice or communication to the
Series C Holders shall be hand-delivered or transmitted to each Series C Holder
at the addresses set forth for each Series C Holder on Exhibit A hereto (or at
another address specified by the Series C Holder in writing to the other parties
hereto from time to time), and any such notice or
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communication to Issuer shall be hand-delivered or transmitted to Issuer at the
address set forth for Issuer on Exhibit A hereto (or at another address
specified by Issuer in writing to the other parties hereto from time to time).
10. Applicable Law and Jurisdiction. The performance and
construction of this Agreement shall be governed by the internal laws of the
State of New York (exclusive of principles of conflicts of laws). Each of the
Note Holders and Issuer agrees that any suit, action or proceeding instituted by
the Series C Holders with respect to this Agreement may be brought in any State
or federal court located in the States of Maryland or New York (in addition to
other courts in which jurisdiction and venue may be appropriate), and each of
the Note Holders and Issuer consents to the in personam jurisdiction of the
courts specified above. Each of the Note Holders and Issuer irrevocably waives
any objection to, and any right of immunity from, the jurisdiction of the courts
specified above or the execution of judgments resulting therefrom, on the
grounds of venue or the convenience of the forum.
11. Successors and Invalidity. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
executors, personal representatives, successors and assigns, and each reference
in this Agreement to any of the parties hereto shall be deemed to include the
heirs, executors, personal representatives, successors and assigns of a party,
including, in the case of the Note Holders and Issuer, the debtor in possession
or trustee in any case under any chapter of the United States Bankruptcy Code in
which any Note Holder or Issuer is debtor. If any term, provision or condition,
or any part thereof, of this Agreement shall for any reason be found or held
invalid or unenforceable by any court or governmental agency, the invalidity or
unenforceability shall not affect the remainder of the term, provision or
condition, nor any other term, provision or condition, and this Agreement shall
survive and be construed as if the invalid or unenforceable term, provision or
condition had not been contained herein.
12. Integration. This Agreement contains the entire agreement of
the parties hereto with respect to the matters covered and the transactions
contemplated hereby, and no agreement, statement or promise made by any party
hereto, or by any employee, officer, agent or attorney of any party hereto,
which is not contained herein, shall be valid or binding.
13. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which, when so executed and delivered, shall be an original, but all
counterparts shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the Note Holders, Issuer and the Series C
Holders have duly executed, or caused to be duly executed, this Agreement under
seal the day and year first above written.
NOTE HOLDERS:
DLJ MERCHANT BANKING PARTNERS, L.P.
By DLJ MERCHANT BANKING, INC.
Managing General Partner
By: /s/ REID PERPER
-----------------------------------
Name: Reid Perper
Title: Principal
DLJ INTERNATIONAL PARTNERS, C.V.
By DLJ MERCHANT BANKING, INC.
Advisory General Partner
By: /s/ REID PERPER
-----------------------------------
Name: Reid Perper
Title:
DLJ OFFSHORE PARTNERS, C.V.
By DLJ MERCHANT BANKING, INC.
Advisory General Partner
By: /s/ REID PERPER
-----------------------------------
Name: Reid Perper
Title:
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DLJ MERCHANT BANKING FUNDING, INC.
By: /s/ IVY DODES
-----------------------------------
Name: Ivy Dodes
Title:
DLJ CAPITAL CORPORATION
By: /s/ ROBERT FINZI
-----------------------------------
Name: Robert Finzi
Title: Vice President
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation,
Managing General Partner
By: /s/ ROBERT FINZI
-----------------------------------
Robert Finzi
Attorney-In-Fact
SPROUT CAPITAL VI, L.P.
By: DLJ Capital Corporation
Managing General Partner
By:
-----------------------------------
Robert Finzi
Attorney- In-Fact
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DLJ FIRST ESC, L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION
Its General Partner
By: /s/ IVY DODES
-----------------------------------
Name: Ivy Dodes
Title:
SERIES C HOLDERS:
ABS CAPITAL PARTNERS II, L.P.
By: ABS Partners II, LLC
Its General Partner
By: /s/ DONALD B. HEBB
-----------------------------------
Name: Donald B. Hebb, Jr.
Title: Managing Member
DLJ MERCHANT BANKING PARTNERS, L.P.
By DLJ MERCHANT BANKING, INC.
Managing General Partner
By: /s/ REID PERPER
-----------------------------------
Name: Reid Perper
Title: Principal
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DLJ MERCHANT BANKING FUNDING, INC.
By: /s/ IVY DODES
-----------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ CAPITAL CORPORATION
By: /s/ ROBERT FINZI
----------------------------------
Robert Finzi
Attorney-In-Fact
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation,
Managing General Partner
By: /s/ ROBERT FINZI
-----------------------------------
Robert Finzi
Attorney-In-Fact
SPROUT CAPITAL VI, L.P.
By: DLJ Capital Corporation
Managing General Partner
By: /s/ ROBERT FINZI
-----------------------------------
Robert Finzi
Attorney-In-Fact
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DLJ ESC II, L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION
Its General Partner
By: /s/ IVY DODES
-----------------------------------
Name:
Title:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ IVY DODES
-----------------------------------
Name:
Title:
ISSUER:
PHASE METRICS, INC.
By: /s/ JOHN F. SCHAEFER
-----------------------------------
Name: John F. Schaefer
Title: CEO
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/s/ WILLIAM E. TERRY
-----------------------------------
William E. Terry
/s/ GILBERT F. AMELIO
-----------------------------------
Dr. Gilbert F. Amelio
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EXHIBIT A
NOTICE ADDRESSES
If to ABS Capital Partners II, L.P., to:
ABS Capital Partners II, L.P.
101 California Street, 47th Floor
San Francisco, California 94111
Attention: Andrew T. Sheehan
Fax: 415-477-3229
and to:
ABS Capital Partners II, L.P.
One South Street
Baltimore, Maryland 21202
Attention: Donald B. Hebb, Jr.
Fax: 410-895-4380
with a copy to:
Hogan & Hartson, L.L.P.
111 South Calvert Street, Suite 1600
Baltimore, Maryland 21202
Attention: Walter G. Lohr, Jr.
Fax: 410-539-6981
If to DLJMBP, DLJIP, DLJOP, DLJMBF, DLJCC, ESC, ESC II, Sprout II, Sprout VI or
Donaldson, Lufkin & Jenrette Securities Corporation, to:
DLJ Merchant Banking Funding, Inc.
DLJ Merchant Banking Partners, L.P.
277 Park Avenue
New York, New York 10172
Attention: Thompson Dean
Fax: (212) 892-7272
and to:
DLJ International Partners, C.V.
DLJ Offshore Partners, C.V.
c/o DLJ Offshore Management N.V.
John B. Gorsiraweg 6
Willemstad, Curacao
15
Netherlands Antilles
Pierson Trust (Curacao) N.V
Attention: Germain Sprock
.
DLJ Capital Corporation
Sprout Growth II, L.P.
Sprout Capital VI, L.P.
3000 Sand Hill Road
Building 3, Suite 170
Menlo Park, California 94025
Attention: Robert Finzi
Fax:(650) 234-2779
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172
Attention: Ivy Dodes
Fax: (212) 892-2689
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: George R. Bason, Jr.
Fax: (212) 450-4800
If to the Issuer, to:
Phase Metrics, Inc.
10260 Sorrento Valley Road
San Diego, CA 92121
Attention: John F. Schaefer
Fax: (619) 646-4996
with a copy to:
Brobeck, Phleger & Harrison
38 Technology Drive
Newport Beach, CA 92618
Attention: Richard A. Fink
Fax: (949) 790-6301
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If to William E. Terry, to:
925 Laurel Glen Drive
Palo Alto, California 94304-1323
Fax: (650) 948-8960 or (650) 852-2955
If to Dr. Gilbert F. Ameilo, to:
The Parkside Group
650 California Street, #2400
San Francisco, California 94108
Fax: (408) 295-1737
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