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Exhibit 4.15
FLEET BANK - NH
STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT is made this 20th day of June,
1997, by WPI GROUP, INC., WPI UK HOLDING, INC., WPI UK HOLDING II, INC., each a
New Hampshire corporation, and WPI GROUP (U.K.), an unlimited company organized
under the laws of England and Wales, each with executive offices at 0000 Xxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000 (individually and collectively, the
"Parent") to FLEET BANK - NH, a bank organized under the laws of the State of
New Hampshire with a principal place of business at 0000 Xxx Xxxxxx, Xxxxxxxxxx,
Xxx Xxxxxxxxx 00000 (the "Bank").
WITNESSETH:
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WHEREAS, the Bank has extended a revolving line of credit loan in the
principal amount of up to Thirty Million Dollars ($30,000,000.00) (the "Line of
Credit") and a term loan in the principal amount of Fifteen Million Dollars
($15,000,000.00) (the "Term Loan," and the Line of Credit and the Term Loan
collectively, the "Loan") to WPI GROUP, INC. and to its subsidiaries (the
"Subsidiaries"), namely WPI ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO
PALM, INC., WPI POWER SYSTEMS, INC., WPI TERMIFLEX, INC., WPI MICRO PROCESSOR
SYSTEMS, INC., and WPI DECISIONKEY, INC., WPI UK HOLDING, INC., WPI UK HOLDING
II, INC., and WPI OYSTER TERMINALS, INC., each a New Hampshire corporation, WPI
GROUP (U.K.), an unlimited company organized under the laws of England and
Wales, and WPI OYSTER TERMINALS LIMITED, a corporation organized under the laws
of England and Wales, all such entities having executive offices at 0000 Xxx
Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxxx 00000 (the WPI Group, Inc. and all of its
Subsidiaries collectively referred to as the "Borrower"), pursuant to and in
accordance with the Commercial Loan Agreement dated October 24, 1995, as amended
to date, among the Bank, WPI Group, Inc. and the Subsidiaries, as the same may
be further amended from time to time (collectively, the "Loan Agreement"), and
the related loan documents between WPI Group, Inc., the Subsidiaries, and the
Bank (such documents defined in the Loan Agreement as the "Loan Documents");
WHEREAS, the Parent collectively is the owner of all of the outstanding
shares of the capital stock of the Subsidiaries (collectively, the "Shares");
WHEREAS, the obligation of the Bank to make the Term Loan to the
Borrower is subject to the condition, among others, that the Loan and all other
obligations of Borrower under the Loan Agreement and the other Loan Documents
shall be secured by this pledge and collateral assignment by the Parent to the
Bank of the Shares; and
WHEREAS, the Term Loan will benefit the Parent directly and indirectly
as the proceeds of the Term Loan will provide the Borrower with term financing
for the acquisition of Husky Computers, Inc., Husky Computers Limited and Husky
Computers GmbH. Terms not otherwise defined herein shall have the meanings
ascribed to them in the Loan Agreement.
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NOW, THEREFORE, in order to induce the Bank to make the Term Loan to
the Borrower pursuant to and in accordance with the terms and conditions of the
Loan Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Parent, the Parent hereby
covenants and agrees as follows:
1. PLEDGE OF SHARES. Parent hereby pledges and collaterally assigns the
Shares, and all Income and Proceeds thereof (as hereinafter defined), to the
Bank as collateral security for the payment and performance of the Borrower's
obligations under the Loan Agreement and the Loan Documents, including, but not
limited to, the repayment of the Loan and all interest, charges, and fees with
respect thereto. As used in this agreement, "Income" means all current and
future interest, dividends, distributions and other payments and benefits in
whatever form with respect to the Shares and "Proceeds" means all proceeds from
the sale or other disposition of the Shares.
2. DELIVERY OF THE SHARES. Parent herewith delivers to the Bank all
certificates evidencing the Shares and separate assignments of all of the Shares
(whether or not evidenced by certificates) duly executed in blank, together with
irrevocable proxies which provide the Bank with full and complete voting power
and authority respecting the Shares exercisable however only upon the occurrence
of an Event of Default (hereinafter defined).
3. GRANT OF SECURITY INTEREST. The Parent hereby grants to the Bank a
security interest in the Shares delivered herewith, and in all Income and
Proceeds of the foregoing, to secure the payment and performance of the
Borrower's obligations to the Bank under the Loan Agreement and the other Loan
Documents, including but not limited to repayment of the Loan and all interest,
charges, and fees with respect thereto.
4. RIGHTS UPON EVENT OF DEFAULT. Upon the occurrence of an event of
default under, or breach of any of the terms and conditions of, the Loan
Agreement or any of the other Loan Documents ("Event of Default"), the Bank
shall then have all of the rights and remedies provided to it under said
agreements and instruments and, in addition, the right to (a) exercise each and
all the rights and privileges of a record holder of the Shares, including
without limitation, the right to sell, transfer, or otherwise dispose of the
Shares and to retain and/or to collect any and all Income and Proceeds, and (b)
exercise all rights of a secured party under the Uniform Commercial Code as in
effect in the State of New Hampshire upon the date hereof and under other
applicable law, including without limitation private sale of the Shares. All
amounts received by the Bank through the exercise of its rights as aforesaid
shall be applied to the extent required to satisfy the obligations of the
Borrower under the Loan Agreement and the other Loan Documents. Any amounts
remaining thereafter shall be paid over to Parent.
5. VOTING RIGHTS. Until the occurrence of an Event of Default, the
Parent shall hold and maintain all ownership rights associated with the Shares,
including the right to vote said Shares on any corporate question, subject to
the restriction on issuance of additional shares provided in Paragraph 6 below,
provided that the Parent shall not be entitled to any Income from the Shares.
6. PROHIBITION OF ISSUANCE OF ADDITIONAL SHARES. Until the Obligations
under the Loan Agreement are paid in full, Parent shall not permit or vote for
the issuance by any Borrower of any subscription
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warrants, options or other rights with respect to any of the Shares, or the
issuance of any additional shares of capital stock or other shares, whether in
connection with a merger, consolidation, exchange, combination,
reclassification, reorganization, stock split, stock dividend, or otherwise.
7. PROTECTION OF SHARES. Parent shall pay all taxes, charges and
assessments against the Shares and do all acts necessary and appropriate to
preserve and maintain the value thereof. In the event of the failure of the
Parent to do so, Bank may make such payments and take such actions on account
thereof as it, in its sole discretion, deems desirable. Parent shall reimburse
Bank immediately on demand for each and all such payments and any costs so
incurred.
8. POWER OF ATTORNEY. Parent hereby irrevocably appoints the Bank as
Parent's attorney-in-fact, with full power of substitution, to, upon the
occurrence of an Event of Default (a) take any and all actions in Parent's names
and stead with respect to the Shares, (b) sell, transfer, assign, or otherwise
dispose of the Shares, (c) demand, collect, receive, receipt for, and recover
all Income and Proceeds, and (d) execute in Parent's name and to deliver any
necessary documents and instruments required with respect to the Shares
necessary for the exercise of the Bank's rights hereunder.
9. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and
warrants that as of the date hereof:
(a) Parent is the sole owner of the Shares and has the right,
authority and capacity to pledge, transfer, assign, and grant a security
interest in and to all right, title and interest in and to the Shares
pursuant to this assignment;
(b) The Shares are not subject to any right, security interest,
lien, encumbrance or adverse claim of any third party except the
interest of the Bank arising under this agreement;
(c) This agreement and consummation of the transactions set
forth herein do not violate or constitute a breach of any indenture,
agreement or undertaking to which Parent is a party or by which Parent
is bound, or of any laws, statutes and regulations of the United States
or any state or political subdivision thereof to which Parent may be
subject;
(d) Except for this agreement, there are no restrictions upon
the transfer or assignment of any of the Shares;
(e) The execution, delivery and performance hereof by Parent are
not in contravention of any prior obligation of Parent or any obligation
with respect to the Shares; and
(f) The Shares constitute all of the capital stock of each of
the Subsidiaries.
10. WAIVERS. Parent assents to any extension, modification or waiver of
any obligation of Borrower. No waiver or modification of any of the provisions
hereof shall be binding on Bank unless in writing and signed by Bank and no
waiver by Bank of any rights it may have hereunder shall be deemed a waiver of
any other rights it may have. All rights and remedies of Bank shall be
cumulative and may be exercised singly or concurrently.
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11. COSTS. Parent shall pay all costs including, without limitation,
reasonable attorneys' fees, incurred by Bank in protecting, enforcing or
releasing any of its rights hereunder.
12. ADDITIONAL DOCUMENTS. Upon the request of Bank, Parent will execute
and deliver such further documents and take such further action as Bank may
reasonably request in order to fully effect the purposes of this agreement and
to protect its rights hereunder. Upon satisfaction of all of the Borrower's
obligations to the Bank under the Loan Agreement and the other Loan Documents,
and the termination of this agreement, the Bank shall deliver the Shares to the
Parent.
13. MISCELLANEOUS.
(a) This agreement shall be interpreted under and construed in
accordance with the laws of the State of New Hampshire.
(b) Any notice or other communications required or permitted
hereunder shall be in writing and shall be given as provided in the
Loan Agreement.
(c) This agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
(d) This agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and permitted assigns,
and may not be changed or modified except by an instrument in writing
signed by the party to be charged therewith.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this agreement as of the date first above written.
PARENT:
WPI GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
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Witness Signature and Title/Duly Authorized
WPI UK HOLDING, INC.,
WPI UK HOLDING II, INC.,
WPI GROUP (U.K.)
By: /s/ Xxxxxxx Xxxxxx
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Witness Xxxxxxx Xxxxxx, for, on behalf of,
and as Duly Authorized Officer or
Agent of each of the above-named
entities
FLEET BANK - NH
By: /s/ Xxxx X. Xxxxx
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Witness Xxxx X. Xxxxx
Senior Vice President
ACKNOWLEDGMENT BY THE SUBSIDIARIES
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WPI Electronics, Inc., WPI Magnetec, Inc., WPI Micro Palm, Inc., WPI
Power Systems, Inc., WPI Termiflex, Inc., WPI Micro Processor Systems, Inc., WPI
DecisionKey, Inc., WPI UK Holding, Inc., WPI UK Holding II, Inc., WPI Oyster
Terminal, Inc., WPI Oyster Terminals Limited, and WPI Group (U.K.), (the
"Subsidiaries") acknowledge the foregoing agreement and the assignment and
pledge of the Shares made therein by WPI Group ,Inc., and those Subsidiaries who
own Shares in other Subsidiaries. The Subsidiaries, for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, covenant
that no additional shares of their capital stock, including without limitation
shares of stock, stock options and stock warrants, shall be issued so long as
the foregoing agreement and the pledge of stock contained therein remain in
effect.
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WPI POWER SYSTEMS, INC.,
WPI MAGNETEC, INC.,
WPI ELECTRONICS, INC.,
WPI TERMIFLEX, INC.,
WPI MICRO PALM, INC.,
WPI MICRO PROCESSOR SYSTEMS, INC., WPI
DECISIONKEY, INC.,
WPI GROUP (U.K.),
WPI OYSTER TERMINALS
LIMITED, WPI UK
HOLDING, INC., WPI
UK HOLDING II, INC.,
and WPI OYSTER
TERMINALS, INC.
By: /s/ Xxxxxxx Xxxxxx
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Witness Xxxxxxx Xxxxxx, for, on behalf of,
and as Duly Authorized Officer or
Agent of each of the above-named
entities
