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Exhibit 10.5
ASSUMPTION AGREEMENT
BY THIS ASSUMPTION AGREEMENT (the "Agreement") made and entered into as of
the 11th day of February, 0000, XXXX XX XXXXX CORP., whose address is 0000 Xxxx
Xxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000 (hereinafter called "Added Borrower"), in
favor of BANK ONE, ARIZONA, NA, a national banking association, whose address is
Xxxx Xxxxxx Xxx 00, Xxxxxxx, Xxxxxxx 00000, Attn: Commercial Banking AZ1-1178
(hereinafter called "Lender"), in consideration of the recitals herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, confirms and agrees as follows:
SECTION 1. RECITALS.
1.1 Added Borrower is a Subsidiary and an Affiliate (as those terms are
defined in the Loan Agreement hereinafter defined) of Continental Circuits
Corp., a Delaware corporation (the "Company").
1.2 As such, Added Borrower is benefitted by the financial accommodations
(the "Loans") advanced by Lender to Company and its existing Subsidiaries
(collectively with Company, the "Borrower") pursuant to that Loan Agreement
dated July 25, 1997 between Lender and Company (the "Loan Agreement").
1.3 A condition for the continuation of the Loans specified in the Loan
Agreement is that any subsequently acquired or created Subsidiary of the Company
assume as a "Co-Borrower" within the meaning of Section 7.16 of the Loan
Agreement the obligations of the Borrower under the Loan Agreement, and agree to
be bound by all of the terms, conditions and provisions thereof, and agree to be
jointly liable with the Borrower for the full payment and satisfaction of the
Loan and all other obligations of the Borrower under the Loan Agreement.
1.4 Because of the benefits derived by the Added Borrower from said
financial accommodations, which consideration is acknowledged by Added Borrower
as sufficient for its agreements herein, Added Borrower desires to so agree.
SECTION 2. ASSUMPTION.
2.1 Added Borrower hereby assumes as a "Co-Borrower" and agrees to perform
as a "Co-Borrower" all of the duties, obligations and promises of Borrower as
set forth in or arising under the Loan Agreement, to be bound as a Co-Borrower
by all of the terms, conditions and provisions of the Loan Agreement and to do
as a Co-Borrower any and all acts and things required under the Loan Agreement
to be done by Borrower.
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SECTION 3. MISCELLANEOUS.
3.1 Added Borrower shall execute such additional documents and do such
other acts as may be reasonably necessary to fully implement the intent of this
Agreement.
3.2 This Agreement shall be governed by and construed according to the
laws of the State of Arizona.
3.3 This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their heirs, personal representatives, successors and
assigns.
IN WITNESS WHEREOF, these presents are executed as of the date indicated
above.
CCIR OF TEXAS CORP., a Texas corporation
By /s/ Xxxxxx X. Xxxxxxxx
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Its Vice President and Secretary
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ADDED BORROWER
