PLEDGE AND SECURITY AGREEMENT
EFTC CORPORATION
THIS PLEDGE AND SECURITY AGREEMENT, dated as of September 30,
1997, is by EFTC CORPORATION, a Colorado corporation ("Pledgor") to BANK ONE,
COLORADO, N.A., ("Agent") for the ratable benefit of the Banks under that
certain Credit Agreement dated as of September 30, 1997, by and among Pledgor
(as Borrower thereunder), Agent, and the Banks, with such Credit Agreement, as
hereafter amended, modified or extended by the parties thereto referred to as
the "Credit Agreement".
Recitals
A. The Banks are willing to extend credit facilities to
Pledgor subject to the terms and conditions of the Credit Agreement. One of the
terms of the Credit Agreement is the requirement for execution and delivery of
this Pledge Agreement by Pledgor.
B. In order to induce the Banks to enter into the Credit
Agreement, Pledgor is willing to enter into this Pledge Agreement to secure the
due and punctual performance of the obligations of Pledgor under the Credit
Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. (a) As used herein, the following terms shall have the
following meanings:
"Pledge Agreement" shall mean this Pledge and
Security Agreement, as the same may be further amended,
supplemented or otherwise modified from time to time.
"Pledged Collateral" shall mean the Pledged Stock and all
Proceeds.
"Pledged Stock" shall mean the shares of capital
stock or limited liability company membership interests of
each Subsidiary Issuer listed in Schedule I hereto, in each
case together with all stock certificates, options, warrants
or rights of any nature whatsoever that may be issued or
granted by any Subsidiary Issuer to the Pledgor in respect of
the Pledged Stock while this Pledge Agreement is in effect.
"Proceeds" shall have the meaning given thereto by
C.R.S. 4-9-306.
"Subsidiary Issuer" shall mean each of the companies
listed on Schedule 1 hereto, each of which is a wholly-owned
Subsidiary of Pledgor except that Pledgor
owns a 51% membership interest in of Circuit Test
International, L.C. and Airhub Services Group, LLC.
(b) Unless otherwise defined herein, the capitalized
terms used herein which are defined in, or by reference in,
the Credit Agreement shall have the meanings specified
therein.
(c) The words "hereof", "herein" and "hereunder" and words of similar
import shall refer to this Pledge Agreement as a whole and not to any particular
provision of this Pledge Agreement, and section, subsection, exhibit and
schedule references are to this Pledge Agreement unless otherwise specified.
2. Pledge and Grant of Security Interest. For value received
and to induce the Banks to make the Loans and otherwise to extend credit to
Borrower, Pledgor, for the ratable benefit of the Banks, hereby pledges,
charges, assigns, transfers and delivers, by way of a first lien, security
interest and assignment, to Agent, and grants a security interest to Agent in,
all of its right, title and interest in and to the Pledged Collateral as
security for all present and future obligations and liabilities of all kinds of
Pledgor to the Banks under the Loan Instruments or hereunder, whether incurred
by Pledgor as maker, endorser, drawer, acceptor, guarantor, accommodation party
or otherwise, and whether due or to become due, secured or unsecured, absolute
or contingent, joint or several, and howsoever or whensoever incurred by Pledgor
or acquired by any Bank (collectively referred to as the "Obligations").
3. Delivery; Stock Powers; Endorsements. All certificates or
instruments representing or evidencing the Pledged Stock pledged pursuant to
Section 2 hereof have previously been delivered or are being delivered to and
held by Agent concurrently with the execution of this Pledge Agreement and are
in suitable form for transfer by delivery, endorsed in blank or accompanied by
duly executed undated instruments of transfer or assignments in blank, having
attached thereto or to such certificates all requisite federal, state or
provincial stock transfer tax stamps, all in form and substance satisfactory to
Agent. UCC-1 financing statements pertaining to uncertificated membership
interests in limited liability Subsidiary Issuers are being delivered to Agent
concurrently with the execution of this Pledge Agreement and are in suitable
form so that when filed will perfect the first priority security interest of the
Agent in such securities.
4. Warranties, Covenants and Agreements of Pledgor.
Pledgor warrants, covenants and agrees that:
(a) the Subsidiary Issuers are all of the directly-owned
Subsidiaries of the Pledgor, and the Pledged Stock, consisting of the shares of
the Subsidiary Issuers listed on Schedule 1 hereto, is all of the issued and
outstanding common stock or other equity interests in the Subsidiary Issuers,
except that the membership interest of Pledgor in each of Circuit Test
International, L.C. and Airhub Services Group, LLC listed on Schedule 1 and
pledged hereby represents 51% of the issued and outstanding of each of those
companies.
(b) except for the security interests granted hereby,
(i) Pledgor is, and as to Pledged Collateral
acquired after the date hereof, Pledgor shall and will be at
the time of acquisition, the owner and holder of the Pledged
Collateral free from any adverse claim, security interest,
encumbrance, lien, charge, or other right, title or interest
of any person other than Agent and covenants that at all times
the Pledged Collateral will be and remain free of all such
adverse claims, security interests, or other liens or
encumbrances;
(ii) Pledgor has full power and lawful authority to
enter into this Pledge and Security Agreement and to sell,
assign and transfer the Pledged Collateral to Agent and to
grant to Agent a first and prior security interest therein as
herein provided, all of which have been duly authorized by all
necessary corporate action;
(iii) the execution and delivery and the
performance hereof are not in contravention of any charter,
article of incorporation or by-law provision, or of any
indenture, agreement or undertaking to which Pledgor is a
party or by which Pledgor or its property is bound;
(iv) this Pledge and Security Agreement constitutes
the valid and legally binding obligation of Pledgor
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity
principles; and
(v) Pledgor will defend the Pledged Collateral
against all claims and demands of all persons at any time
claiming the same or any interest therein. Any officer, agent
or representative acting for or on behalf of Pledgor in
connection with this Pledge and Security Agreement or any
aspect hereof, or entering into or executing this Pledge and
Security Agreement on behalf of Pledgor, has been duly
authorized to do so, and is fully empowered to act for and
represent Pledgor in connection with this Pledge and Security
Agreement and all matters related thereto or in connection
therewith.
(c) (i) Pledgor has not heretofore signed any
financing statement or security agreement which covers any of
the Pledged Collateral, and no such financing statement or
security agreement is now on file in any public office (other
than such financing statements and security agreements, if
any, which have been terminated or will be terminated as of
the Effective Date).
(ii) As long as any amount remains unpaid on any
of the Obligations or under any agreements entered into in
connection with the Obligations, except as expressly permitted
by any such agreements, (A) Pledgor will not enter into or
execute any security agreement or financing statement covering
the Pledged Collateral, other than those security agreements
and financing statements in favor of Agent hereunder, and
further (B) there will not be on file in any public office any
financing statement or statements (or any documents or papers
filed as such) covering the Pledged Collateral, other than
financing statements in favor of Agent
hereunder, unless in any case the prior written consent of
Agent shall have been obtained.
(iii) At the request of Agent, Pledgor will join
Agent in executing such documents as Agent may determine from
time to time to be necessary or desirable under provisions of
any applicable laws in effect where the Pledged Collateral is
located or where Pledgor conducts business; without limiting
the generality of the foregoing, Pledgor agrees to join Agent,
at Agent's request, in executing one or more financing
statements or other instruments in form satisfactory to Agent,
and Pledgor will pay the costs of filing or recording the
same, or of filing or recording this Pledge Agreement, in all
public offices at any time and from time to time whenever
filing or recording of any such financing statement or of this
Pledge Agreement is deemed by Agent to be necessary or
desirable. In connection with the foregoing, it is agreed and
understood between the parties hereto (and Agent is hereby
authorized to carry out and implement this agreement and
understandings, and Pledgor hereby agrees to pay the costs
thereof) that Agent may, at any time or times, file as a
financing statement any counterpart, copy or reproduction of
this Pledge Agreement.
(d) In the event that Pledgor receives any promissory notes or
evidences of indebtedness of Borrower or any Subsidiary Issuer, Pledgor shall
hold the same in trust as property of the Banks and forthwith assign, pledge and
deliver the same to Agent for the ratable benefit of the Banks.
5. Rights of Agent and Pledgor Related to Pledged Collateral.
Agent may from time to time following the occurrence of an
Event of Default, as defined in Section 7 hereof:
(a) Transfer any of the Pledged Collateral into the name of
Agent or its nominee.
(b) Notify parties obligated on any of the Pledged Collateral to make
payment to Agent of any amounts due or to become due thereunder.
(c) Enforce collection of any of the Pledged Collateral by
suit or otherwise; surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any obligation of any nature of any party with respect thereto;
and exercise all other rights of Pledgor in any of the Pledged Collateral,
except as hereinafter provided with respect to income from or interest on the
Pledged Collateral and except that, prior to an Event of Default, Pledgor may
exercise its voting and consensual rights with respect to any Pledged Collateral
constituting voting securities.
(d) Take possession or control of any proceeds of the Pledged Collateral.
Until the occurrence of an Event of Default, Pledgor shall
have the right to receive all income from or interest on the Pledged Collateral,
and if Agent receives any such income or interest prior to the occurrence of an
Event of Default, Agent shall pay the same promptly to Pledgor, except that in
the case of securities or other property distributed by way of a dividend or
otherwise with respect to the Pledged Collateral, such securities or other
property (other than cash) shall be promptly delivered to Agent to be held as
Pledged Stock or other Pledged Collateral hereunder. Upon the occurrence of an
Event of Default, Pledgor will not demand or receive any income from or interest
on the Pledged Collateral, and if Pledgor receives any such income or interest
without any demand by it, the same shall be held by Pledgor in trust for Agent
in the same medium in which received, shall not be commingled with any assets of
Pledgor and shall be delivered to Agent in the form received, properly endorsed
to permit collection, not later than the next business day following the day of
its receipt. Agent shall promptly apply the net cash received from such income
or interest to payment of any of the Obligations, provided that Agent shall
account for and pay over to Pledgor any such income or interest remaining after
payment in full of the Obligations then outstanding.
So long as no Event of Default or event which, with the giving
of notice or the lapse of time, or both, would become an Event of Default shall
have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not
inconsistent with the terms of this Pledge Agreement or the
Credit Agreement; provided, however, that Pledgor shall not
exercise or refrain from exercising any such right if, in
Agent's judgment, such action would have a material adverse
effect on the value of the Pledged Collateral or any part
thereof; and, provided, further, that upon the request of
Agent, Pledgor shall give Agent at least five days' written
notice of the manner in which it intends to exercise, or the
reasons for refraining from exercising, any such rights; and
(ii) Agent shall execute and deliver (or cause to be
executed and delivered) to Pledgor all such proxies and other
instruments as Pledgor may reasonably request for the purpose
of enabling Pledgor to exercise the voting and other rights
which it is entitled to exercise pursuant to paragraph (i)
above.
Agent shall never be under any obligation to collect, attempt
to collect, protect or enforce the Pledged Collateral or any security therefor,
which Pledgor agrees and undertakes to do at Pledgor's expense, but Agent may do
so in its discretion at any time after the occurrence of an Event of Default and
at such time Agent shall have the right to take any steps by judicial process or
otherwise as it may deem proper to effect the collection of all or any portion
of the Pledged Collateral or to protect or to enforce the Pledged Collateral or
any security therefor. All expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred or paid by Agent in connection with any
such collection or attempt to collect the Pledged Collateral or actions to
protect or enforce the Pledged Collateral or any security therefor shall be
borne by Pledgor or reimbursed by Pledgor to Agent upon demand. The proceeds
received by Agent as a result of any such actions in collecting or enforcing or
protecting the Pledged Collateral shall be held by Agent without liability for
interest thereon and shall be promptly applied by Agent as Agent may deem
appropriate toward payment of any of the Obligations secured hereby in such
order or manner as Agent may elect.
In the event Agent shall pay any taxes, assessments,
interests, costs, penalties or expenses incident to or in connection with the
collection of the Pledged Collateral or protection or
enforcement of the Pledged Collateral or any security therefor, Pledgor, upon
demand of Agent, shall pay to Agent the full amount thereof with interest at a
rate per annum (based on a 360-day year for the actual number of days involved)
from the date expended by Agent until repaid equal to the sum of three percent
(3%) plus the Prime Rate in effect under and defined by the Credit Agreement. So
long as Agent shall be entitled to any such payment, this Pledge Agreement shall
operate as security therefor as fully and to the same extent as it operates as
security for payment of the other Obligations secured hereunder, and for the
enforcement of such repayment, Agent shall have every right and remedy provided
hereunder for enforcement of payment of the Obligations.
6. Further Assurances; Agent as Agent.
Pledgor agrees to take such actions and to execute such stock
or bond powers and such other or different writings as Agent may request (and
irrevocably authorizes Agent to execute such writings as Pledgor's agent and
attorney-in-fact) further to perfect, confirm and assure Agent's security
interest in the Pledged Collateral and to assist Agent's realization thereon
including, without limitation, the right to receive, indorse, and collect all
instruments made payable to Pledgor representing any dividend, interest payment
or other distribution in respect of the Pledged Collateral or any part thereof
except to the extent Pledgor is entitled to receive any cash dividend pursuant
to Section 5.
7. Event of Default.
The occurrence of any of the following shall constitute an
"Event of Default" hereunder:
(a) Failure of Pledgor to pay any Obligation (including any
installment of principal or interest thereon) when due and payable (after the
expiration of any grace period provided by the applicable Loan Instruments),
whether at maturity, by notice of intention to prepay or otherwise;
(b) Default in the timely performance by Pledgor of any
obligation or covenant contained herein or an Event of Default under the Credit
Agreement or any other Collateral Document to which Pledgor is a party;
(c) Any representation or warranty made by Pledgor herein or
in any other agreement with or instrument delivered to Agent, or any statement
or representation made in any certificate, report or opinion delivered in
connection herewith or in connection with any such other agreement or instrument
that proves to be false or misleading in any material respect when made; or
(d) The insolvency of Pledgor, the admission by Pledgor of its
inability to pay its debts as they become due, the commencement of any case by
or against Pledgor under any bank ruptcy or insolvency law (and, in the event
such case is not instituted by Pledgor, it shall remain undismissed or unstayed
for a period 30 days or any of the actions sought in such proceeding shall
occur), or the making by Pledgor of any assignment for the benefit of creditors.
8. Rights and Remedies of Agent Upon Default.
If an Event of Default shall have occurred:
(a) Agent shall have and may exercise with reference to the
Pledged Collateral and the Obligations any or all of the rights and remedies of
a secured party under the Uniform Commercial Code ("UCC"), as applicable, and as
otherwise granted herein or under any other applicable law or under any other
agreement now or hereafter in effect executed by Pledgor, including, without
limitation, the right and power to sell, at public or private sale or sales, or
otherwise dispose of, or otherwise utilize the Pledged Collateral and any part
or parts thereof in any manner authorized or permitted under said UCC after
default by a debtor, and to apply the proceeds thereof toward payment of any
costs and expenses and attorneys' fees and expenses thereby incurred by Agent
and toward payment of the Obligations in such order or manner as Agent may
elect. Specifically and without limiting the foregoing, Agent shall have the
right to take possession of all or any part of the Pledged Collateral or any
security thereof and of all books, records, papers and documents of Pledgor or
in Pledgor's possession or control relating to the Pledged Collateral which are
not already in Agent's possession, and for such purpose may enter upon any
premises upon which any of the Pledged Collateral or any security therefor or
any of said books, records, papers and documents are situated and remove the
same therefrom without any liability for trespass or damages thereby occasioned.
To the extent permitted by law, Pledgor expressly waives any notice of sale or
other disposition of the Pledged Collateral and all other rights or remedies of
Pledgor or formalities prescribed by law relative to sale or disposition of the
Pledged Collateral or exercise of any other right or remedy of Agent existing
after default hereunder; and to the extent any such notice is required and
cannot be waived, Pledgor agrees that if such notice is given in the manner
provided in Section 14 hereof at least ten days before the time of the sale or
disposition, such notice shall be deemed reasonable and shall fully satisfy any
requirement for giving of said notice. Agent shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been given. Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed thereof, and such sale may, without further notice, be made
at the time and place to which it was so adjourned.
(b) Upon notice by Agent to Pledgor, Agent or its nominee or
nominees shall have the sole and exclusive right to exercise all voting and
consensual powers pertaining to the Pledged Collateral or any part thereof and
may exercise such powers in such manner as Agent may elect.
(c) All dividends, payments of interest and other
distributions of every character made upon or in respect of the Pledged
Collateral or any part thereof shall be deemed to be Pledged Collateral and
shall be paid directly to and shall be held by Agent as additional Pledged
Collateral pledged under and subject to this Pledge Agreement.
(d) All rights to marshaling of assets of Pledgor, including
any such right with respect to the Pledged Collateral, are hereby waived by
Pledgor.
(e) All recitals in any instrument of assignment or any other
instrument executed by Agent incident to sale, lease, transfer, assignment or
other disposition, lease or utilization of the Pledged Collateral or any part
thereof hereunder shall be full proof of the matters stated therein and no other
proof shall be requisite to establish full legal propriety of the sale or other
action taken by Agent or of any fact, condition or thing incident thereto, and
all requisites of such sale or other
action or of any fact, condition or thing incident thereto shall be presumed
conclusively to have been performed or to have occurred.
9. Special Provisions for Pledged Stock.
Pledgor hereby acknowledges that the sale by Agent of any of
the Pledged Stock pursuant to the terms hereof in compliance with applicable
federal or state securities laws (as now in effect or as hereafter amended, or
any similar statute hereafter adopted with similar purpose or effect, the
"Securities Laws") may require strict limitations as to the manner in which
Agent or any subsequent transferee of the Pledged Stock may dispose of such
securities. Pledgor understands that in order to protect Agent's interest it may
be necessary to sell the Pledged Stock at a price less than the maximum price
attainable if a sale were delayed or were made in another manner, such as a
public offering requested under the Securities Laws. Pledgor has no objection to
a sale in such a manner.
10. Application of Proceeds by Agent.
In the event Agent sells or otherwise disposes of the Pledged
Collateral in the course of exercising the remedies provided for in Section 8
hereof, any amounts held, realized or received by Agent pursuant to the
provisions hereof, including the proceeds of the sale of any of the Pledged
Collateral or any part thereof, shall be applied by Agent first toward the
payment of any costs and expenses incurred by Agent in enforcing this Pledge
Agreement, in realizing on or protecting any Pledged Collateral and in enforcing
or collecting any Obligations or any guaranty thereof, including, without
limitation, the reasonable, actual attorneys' fees and expenses incurred by
Agent (all of which costs and expenses are secured by the Pledged Collateral),
all of which costs and expenses Pledgor agrees to pay, and then as provided in
the Credit Agreement. Any amounts and any Pledged Collateral remaining after
such application and after payment to the Banks of all of the Obligations in
full shall be paid or delivered to Pledgor, its successor or assigns, or as a
court of competent jurisdiction may direct.
Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession if the
Pledged Collateral is accorded treatment substantially equal to that which Agent
accords its own property, it being understood that Agent shall not have any
responsibility for (x) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Collateral, whether or not Agent has or is deemed to have knowledge of
such matters or (y) taking any necessary steps to preserve rights against any
parties with respect to any Pledged Collateral.
11. Absolute Interest.
(a) So long as any Obligations are unsatisfied, all rights of
Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and
unconditional irrespective of (i) any lack of validity or enforceability of any
provision of the Credit Agreement, any agreement with respect to the Obligations
or any other agreement or instrument relating to any of the foregoing, (ii) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to
any departure from the Credit Agreement or any other agreement or instrument,
(iii) any exchange, release or non-perfection of
any Pledged Collateral, or any release or amendment or waiver of or any consent
to or departure from any guarantee, for all or any of the Obligations or (iv)
any other circumstance which might constitute a defense available to, or a
discharge of, Pledgor in respect of the Obligations or this Pledge Agreement.
(b) This Pledge Agreement shall not be construed as relieving
Pledgor from full liability on the Obligations and any and all future and other
indebtedness secured hereby and for any deficiency thereon.
(c) Agent is hereby subrogated to all of Pledgor's interests,
rights and remedies in respect to the Pledged Collateral and all security now or
hereafter existing with respect thereto and all guaranties and endorsements
thereof and with respect thereto.
12. Termination.
This Pledge Agreement and the security interests created
hereunder shall terminate when all the Obligations have been indefeasibly paid
in full and when Agent has no further obligation to extend credit under the
Credit Agreement, at which time Agent shall execute and deliver to Pledgor all
documents which Pledgor shall reasonably request to evidence termination of such
security interest and shall return physical possession of any Pledged Collateral
then held by Agent to Pledgor; provided, however, that all indemnities of
Pledgor contained in this Pledge Agreement shall survive, and remain in full
force and effect regardless of the termination of the security interest of this
Pledge Agreement.
13. Additional Information.
Pledgor agrees to furnish Agent from time to time such
additional information and copies of such documents relating to this Pledge
Agreement, the Pledged Collateral, the Obligations and Pledgor's financial
condition to the extent and at such times as provided under Section 5.1(h) of
the Credit Agreement as Agent may reasonably request.
14. Notices.
Any communication, notice or demand to be given hereunder
shall be in writing (including telex and facsimile communication) and mailed,
sent by facsimile, or delivered,
if to Pledgor,
EFTC Corporation
0000 Xxxxx Xxxxxx
Horizon Terrace, 6th Floor
Denver, Colorado 80229
Attention: Xxxxxx Xxxxxxxxxx
Vice President and
Chief Financial Officer
Facsimile: (000) 000-0000
and if to Agent,
Bank One, Colorado, N.A.
0000 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Vice President
Facsimile: (000) 000-0000
as to each party, at such other address or numbers as shall be designated by
either party hereto to the other party in a written notice. All such notices and
communications shall be effective (a) when received, if mailed by registered or
certified mail or physically delivered, (b) five (5) days after being sent by
mail, if sent by ordinary mail, and (c) upon confirmation of transmission, if
sent by telex or telecopier, addressed in each case as aforesaid.
15. Indemnity and Expenses.
The Pledgor agrees to indemnify Agent from and against any and
all claims, losses and liabilities growing out of or resulting from this Pledge
Agreement (including, without limitation, enforcement of this Pledge Agreement
and other Collateral Documents, and all claims and demands of all persons at any
time claiming the Pledged Collateral or any interest therein), except claims,
losses or liabilities resulting from Agent's gross negligence or willful
misconduct. Pledgor agrees to pay on demand all out-of-pocket expenses of the
Agent (including the reasonable fees and expenses of Agent's attorneys, experts
and agents) in any way relating to the enforcement or protection of the rights
of the Banks hereunder and further agrees that the Pledged Collateral secures
such payment.
16. No Waiver; Cumulative Rights.
No failure on the part of Agent to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Agent of any right, remedy
or power hereunder preclude any other or future exercise of any other right,
remedy or power. Each and every right, remedy and power hereby granted to Agent
or allowed it by law or other agreement shall be cumulative and not exclusive of
any other and may be exercised by Agent from time to time.
17. GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF COLORADO, WITHOUT, HOWEVER, GIVING EFFECT TO THE CONFLICTS OF LAW
PROVISIONS THEREOF. PLEDGOR, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY
IRREVOCABLY (a) AGREES THAT ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING
AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE SUBJECT MATTER HEREOF MAY BE INSTITUTED IN ANY COURT
OF APPROPRIATE JURISDICTION IN THE CITY AND COUNTY OF DENVER, COLORADO;
(b) WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF SUCH
ACTION, SUIT OR PROCEEDING OR ANY CLAIM OF FORUM NON CONVENIENS; (c) SUBMITS
ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT, FOR THE PURPOSES OF
SUCH ACTION, SUIT OR PROCEEDING; (d) WAIVES ANY IMMUNITY FROM JURISDICTION TO
WHICH IT MIGHT OTHERWISE BE ENTITLED IN ANY SUCH ACTION, SUIT OR PROCEEDING
WHICH MAY BE INSTITUTED IN ANY SUCH COURT, AND WAIVES ANY IMMUNITY FROM THE
MAINTAINING OF AN ACTION AGAINST IT TO ENFORCE IN ANY SUCH COURT, ANY JUDGMENT
FOR MONEY OBTAINED IN SUCH ACTION, SUIT OR PROCEEDING AND, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY IMMUNITY FROM EXECUTION; AND (e) AGREES THAT
ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING BROUGHT BY PLEDGOR AGAINST
AGENT OR OTHER LENDING PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE SUBJECT MATTER HEREOF SHALL BE
INSTITUTED IN SUCH COURTS.
18. JURY TRIAL.
PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
PLEDGE AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE SUBJECT
MATTER HEREOF. THE PROVISIONS OF THIS SECTION 18 ARE A MATERIAL INDUCEMENT FOR
AGENT AND THE BANKS TO ENTER INTO THIS PLEDGE AGREEMENT AND THE CREDIT AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN. PLEDGOR HEREBY
ACKNOWLEDGES THAT IT HAS REVIEWED THE PROVISIONS OF THIS SECTION 18 WITH ITS
INDEPENDENT COUNSEL.
19. Inconsistency of Agreements.
In case of any inconsistency between this Pledge Agreement and
the Credit Agreement, the provisions of the Credit Agreement shall be
controlling except with respect to Sections 1 and 2 hereof as to which the terms
of this Pledge Agreement shall be controlling.
20. Execution in Counterparts.
This Pledge Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Pledge
Agreement to be duly executed as of the date first above written.
EFTC CORPORATION
By:/s/
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President and
Chief Financial Officer
BANK ONE, COLORADO, N.A.
By: /s/
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE I
Pledge and Security Agreement
EFTC CORPORATION
DESCRIPTION OF PLEDGED STOCK
OF SUBSIDIARY ISSUERS
Stock % Shares
ISSUER Class of Stock Certificate No. of Shares Outstanding
No. by Pledgor
ACKNOWLEDGMENT AND CONSENT
The undersigned, CURRENT ELECTRONICS, INC. (the "Issuer"),
hereby (i) acknowledges receipt of the attached Pledge and Security Agreement,
dated as of September 30, 1997 (the "Pledge Agreement") made by EFTC CORPORATION
("Pledgor") with and in favor of BANK ONE, COLORADO, N.A., as Agent (the
"Agent") for the Banks under that certain Credit Agreement (as defined in the
Pledge Agreement), (ii) consents to the pledge pursuant to the Pledge Agreement
of the shares of stock of the Issuer owned by Pledgor and listed in Schedule I
thereto (the "Pledged Stock"), (iii) agrees to notify the Agent promptly in
writing of the breach of any warrant or covenant or the occurrence of any of the
events described in Sections 4 or 7 of the Pledge Agreement and (iv) agrees
that, if an Event of Default has occurred, (a) the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Obligations in such order as provided in the Credit
Agreement, and (b) all shares of the Pledged Stock shall be registered in the
name of the Agent or its nominee and the Agent or its nominee may thereafter
exercise all voting, corporate and other rights pertaining to such shares of the
Pledged Stock at any meeting of shareholders or otherwise, and any and all
rights of conversion, exchange, subscription or any other rights, privileges or
options existing at such time and pertaining to such shares of the Pledged Stock
as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Pledged Stock upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the Issuer, or upon the exercise by the
Pledgor or the Agent of any right, privilege or option pertaining to such share
of the Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions (as it may determine to be appropriate), all without liability to the
Agent except to account for property actually received by it, but the Agent
shall have no duty to the Pledgor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing).
Capitalized terms used herein but not defined have the
meanings specified in the Pledge Agreement.
This Acknowledgment and Consent when executed by the Issuer
and accepted by the Agent by executing the acceptance at the foot hereof, shall
be deemed to be a contract under the laws of Colorado and for all purposes,
shall be construed in accordance with the laws of said jurisdiction.
CURRENT ELECTRONICS, INC.
By: /s/
Name:Xxxxxx X. Xxxxxxxxxx
Title:
ACCEPTED:
BANK ONE, COLORADO, N.A.,
as Agent for the Banks
By: /s/
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned, CIRCUIT TEST, INC. (the "Issuer"), hereby (i)
acknowledges receipt of the attached Pledge and Security Agreement, dated as of
September 30, 1997 (the "Pledge Agreement") made by EFTC CORPORATION ("Pledgor")
with and in favor of BANK ONE, COLORADO, N.A., as Agent (the "Agent") for the
Banks under that certain Credit Agreement (as defined in the Pledge Agreement),
(ii) consents to the pledge pursuant to the Pledge Agreement of the shares of
stock of the Issuer owned by Pledgor and listed in Schedule I thereto (the
"Pledged Stock"), (iii) agrees to notify the Agent promptly in writing of the
breach of any warrant or covenant or the occurrence of any of the events
described in Sections 4 or 7 of the Pledge Agreement and (iv) agrees that, if an
Event of Default has occurred, (a) the Agent shall have the right to receive any
and all cash dividends paid in respect of the Pledged Stock and make application
thereof to the Obligations in such order as provided in the Credit Agreement,
and (b) all shares of the Pledged Stock shall be registered in the name of the
Agent or its nominee and the Agent or its nominee may thereafter exercise all
voting, corporate and other rights pertaining to such shares of the Pledged
Stock at any meeting of shareholders or otherwise, and any and all rights of
conversion, exchange, subscription or any other rights, privileges or options
existing at such time and pertaining to such shares of the Pledged Stock as if
it were the absolute owner thereof (including, without limitation, the right to
exchange at its discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of the Issuer, or upon the exercise by the Pledgor or
the Agent of any right, privilege or option pertaining to such share of the
Pledged Stock, and in connection therewith, the right to deposit and deliver any
and all of the Pledged Stock with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions (as it may
determine to be appropriate), all without liability to the Agent except to
account for property actually received by it, but the Agent shall have no duty
to the Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing).
Capitalized terms used herein but not defined have the
meanings specified in the Pledge Agreement.
This Acknowledgment and Consent when executed by the Issuer
and accepted by the Agent by executing the acceptance at the foot hereof, shall
be deemed to be a contract under the laws of Colorado and for all purposes,
shall be construed in accordance with the laws of said jurisdiction.
CIRCUIT TEST, INC.
By: /s/
Name:Xxxxxx X. Xxxxxxxxxx
Title:
ACCEPTED:
BANK ONE, COLORADO, N.A.,
as Agent for the Banks
By: /s/
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned, CTLLC ACQUISTION CORP. (the "Issuer"), hereby
(i) acknowledges receipt of the attached Pledge and Security Agreement, dated as
of September 30, 1997 (the "Pledge Agreement") made by EFTC CORPORATION
("Pledgor") with and in favor of BANK ONE, COLORADO, N.A., as Agent (the
"Agent") for the Banks under that certain Credit Agreement (as defined in the
Pledge Agreement), (ii) consents to the pledge pursuant to the Pledge Agreement
of the shares of stock of the Issuer owned by Pledgor and listed in Schedule I
thereto (the "Pledged Stock"), (iii) agrees to notify the Agent promptly in
writing of the breach of any warrant or covenant or the occurrence of any of the
events described in Sections 4 or 7 of the Pledge Agreement and (iv) agrees
that, if an Event of Default has occurred, (a) the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Obligations in such order as provided in the Credit
Agreement, and (b) all shares of the Pledged Stock shall be registered in the
name of the Agent or its nominee and the Agent or its nominee may thereafter
exercise all voting, corporate and other rights pertaining to such shares of the
Pledged Stock at any meeting of shareholders or otherwise, and any and all
rights of conversion, exchange, subscription or any other rights, privileges or
options existing at such time and pertaining to such shares of the Pledged Stock
as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Pledged Stock upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the Issuer, or upon the exercise by the
Pledgor or the Agent of any right, privilege or option pertaining to such share
of the Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions (as it may determine to be appropriate), all without liability to the
Agent except to account for property actually received by it, but the Agent
shall have no duty to the Pledgor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing).
Capitalized terms used herein but not defined have the
meanings specified in the Pledge Agreement.
This Acknowledgment and Consent when executed by the Issuer
and accepted by the Agent by executing the acceptance at the foot hereof, shall
be deemed to be a contract under the laws of Colorado and for all purposes,
shall be construed in accordance with the laws of said jurisdiction.
CTLLC ACQUISITION CORP.
By: /s/
Name:Xxxxxx X. Xxxxxxxxxx
Title:
ACCEPTED:
BANK ONE, COLORADO, N.A.,
as Agent for the Banks
By: /s/
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned, CIRCUIT TEST INTERNATIONAL, LC (the
"Issuer"), hereby (i) acknowledges receipt of the attached Pledge and Security
Agreement, dated as of September 30, 1997 (the "Pledge Agreement") made by EFTC
CORPORATION ("Pledgor") with and in favor of BANK ONE, COLORADO, N.A., as Agent
(the "Agent") for the Banks under that certain Credit Agreement (as defined in
the Pledge Agreement), (ii) consents to the pledge pursuant to the Pledge
Agreement of the shares of stock of the Issuer owned by Pledgor and listed in
Schedule I thereto (the "Pledged Stock"), (iii) agrees to notify the Agent
promptly in writing of the breach of any warrant or covenant or the occurrence
of any of the events described in Sections 4 or 7 of the Pledge Agreement and
(iv) agrees that, if an Event of Default has occurred, (a) the Agent shall have
the right to receive any and all cash dividends paid in respect of the Pledged
Stock and make application thereof to the Obligations in such order as provided
in the Credit Agreement, and (b) all shares of the Pledged Stock shall be
registered in the name of the Agent or its nominee and the Agent or its nominee
may thereafter exercise all voting, corporate and other rights pertaining to
such shares of the Pledged Stock at any meeting of shareholders or otherwise,
and any and all rights of conversion, exchange, subscription or any other
rights, privileges or options existing at such time and pertaining to such
shares of the Pledged Stock as if it were the absolute owner thereof (including,
without limitation, the right to exchange at its discretion any and all of the
Pledged Stock upon the merger, consolidation, reorganization, recapitalization
or other fundamental change in the corporate structure of the Issuer, or upon
the exercise by the Pledgor or the Agent of any right, privilege or option
pertaining to such share of the Pledged Stock, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Stock with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions (as it may determine to be appropriate), all without
liability to the Agent except to account for property actually received by it,
but the Agent shall have no duty to the Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or
delay in so doing).
Capitalized terms used herein but not defined have the
meanings specified in the Pledge Agreement.
This Acknowledgment and Consent when executed by the Issuer
and accepted by the Agent by executing the acceptance at the foot hereof, shall
be deemed to be a contract under the laws of Colorado and for all purposes,
shall be construed in accordance with the laws of said jurisdiction.
CIRCUIT TEST INTERNATIONAL, LC
By: /s/
Name: Xxxxxx X. Xxxxxxxxxx
ACCEPTED:
BANK ONE, COLORADO, N.A.,
as Agent for the Banks
By: /s/
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned, AIRHUB SERVICES GROUP, LLC (the "Issuer"),
hereby (i) acknowledges receipt of the attached Pledge and Security Agreement,
dated as of September 30, 1997 (the "Pledge Agreement") made by EFTC CORPORATION
("Pledgor") with and in favor of BANK ONE, COLORADO, N.A., as Agent (the
"Agent") for the Banks under that certain Credit Agreement (as defined in the
Pledge Agreement), (ii) consents to the pledge pursuant to the Pledge Agreement
of the shares of stock of the Issuer owned by Pledgor and listed in Schedule I
thereto (the "Pledged Stock"), (iii) agrees to notify the Agent promptly in
writing of the breach of any warrant or covenant or the occurrence of any of the
events described in Sections 4 or 7 of the Pledge Agreement and (iv) agrees
that, if an Event of Default has occurred, (a) the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Obligations in such order as provided in the Credit
Agreement, and (b) all shares of the Pledged Stock shall be registered in the
name of the Agent or its nominee and the Agent or its nominee may thereafter
exercise all voting, corporate and other rights pertaining to such shares of the
Pledged Stock at any meeting of shareholders or otherwise, and any and all
rights of conversion, exchange, subscription or any other rights, privileges or
options existing at such time and pertaining to such shares of the Pledged Stock
as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Pledged Stock upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the Issuer, or upon the exercise by the
Pledgor or the Agent of any right, privilege or option pertaining to such share
of the Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions (as it may determine to be appropriate), all without liability to the
Agent except to account for property actually received by it, but the Agent
shall have no duty to the Pledgor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing).
Capitalized terms used herein but not defined have the
meanings specified in the Pledge Agreement.
This Acknowledgment and Consent when executed by the Issuer
and accepted by the Agent by executing the acceptance at the foot hereof, shall
be deemed to be a contract under the laws of Colorado and for all purposes,
shall be construed in accordance with the laws of said jurisdiction.
AIRHUB SERVICES GROUP, LLC
By: /s/
Name:Xxxxxx X. Xxxxxxxxxx
Title:
ACCEPTED:
BANK ONE, COLORADO, N.A.,
as Agent for the Banks
By: /s/
Name: Xxxxx X. Xxxxxxx
Title: Vice President
