ASSIGNMENT
OF
NOTES, SECURITY AGREEMENT AND LANDLORD AGREEMENTS
This Assignment is made and entered into as of June 1, 2001 by and between
(1) each of I-PAC MANUFACTURING, INC., a California corporation ("Electronics"),
and I-PAC PRECISION MACHINING, INC., a California corporation ("Sheet Metal"),
and (2) CELTIC CAPITAL CORPORATION, a California corporation ("Celtic").
Recitals
A. Alton Diversified Technologies, Inc., a California corporation
("Xxxxx"), has executed the following promissory notes (the "Notes"): an
Equipment Note (Electronics) dated May 31, 2001 in the principal amount of
$454,730 in favor of Electronics (the "Electronics Equipment Note"), an
Equipment Note (Sheet Metal) dated May 31, 2001 in the principal amount of
$1,546,900 in favor of Sheet Metal (the "Sheet Metal Equipment Note"), an
Inventory Note (Electronics) dated May 31, 2001 in the principal amount of
$__________ in favor of Electronics (the "Electronics Inventory Note") and an
Inventory Note (Sheet Metal) dated May 31, 2001 in the principal amount of
$__________ in favor of Sheet Metal (the "Sheet Metal Inventory Note").
X. Xxxxx has executed a Security Agreement dated as of June 1, 2001
(the "Security Agreement") in favor of Electronics and Sheet Metal to secure
Alton's obligations to Electronics and Sheet Metal under the Notes.
X. Xxxxx, Electronics and Cabot Industrial Properties, L.P., a Delaware
limited partnership ("Cabot"), have executed a Landlord's Consent and Waiver
dated as of May __, 2001 (the "Electronics Landlord Agreement"), and Xxxxx,
Sheet Metal and Square One Development Corporation, a California corporation
("Square One"), have executed a[n] [Agreement With Landlord] dated as of May __,
2001 (the "Sheet Metal Landlord Agreement" and, collectively with the
Electronics Landlord Agreement, the "Landlord Agreements").
D. National Manufacturing Technologies, Inc., a California corporation
("NMTI"), Electronics, Sheet Metal, National Metal Technologies, a California
corporation ("NMT") and Celtic have entered into a Workout Agreement dated as of
June 1, 2001 (the "Workout Agreement"), pursuant to which Electronics has agreed
to assign to Celtic the Electronics Equipment Note, the Electronics Inventory
Note, the Security Agreement and the Electronics Landlord Agreement and Sheet
Metal has agreed to assign to Celtic the Sheet Metal Equipment Note, the Sheet
Metal Inventory Note, the Security Agreement and the Sheet Metal Landlord
Agreement. It is a condition precedent to the effectiveness of the Workout
Agreement that Electronics and Sheet Metal enter into, and that Xxxxx consent
to, this Assignment. Accordingly, the parties hereby agree as set forth below.
1. Assignment by Electronics. For value received, Electronics hereby
assigns, grants and transfers to Celtic all of Electronics' right, title and
interest in and to the Electronics Equipment Note, the Electronics Inventory
Note, the Security Agreement and the Electronics Landlord Agreement, and Celtic
hereby accepts such assignment. Concurrently with the execution of this
Assignment, Electronics has delivered to Celtic the original Electronics
Equipment Note, the original Electronics Inventory Note, an original of the
Security Agreement and an original of the Electronics Landlord Agreement. The
Electronics Equipment Note and the Electronics Inventory Note have been duly
endorsed by Electronics to Celtic, in a form acceptable to Celtic.
2. Assignment by Sheet Metal. For value received, Sheet Metal hereby
assigns, grants and transfers to Celtic all of Sheet Metal's right, title and
interest in and to the Sheet Metal Equipment Note, the Sheet Metal Inventory
Note, the Security Agreement and the Sheet Metal Landlord Agreement, and Celtic
hereby accepts such assignment. Concurrently with the execution of this
Assignment, Sheet Metal has delivered to Celtic the original Sheet Metal
Equipment Note, the original Sheet Metal Inventory Note, an original of the
Security Agreement and an original of the Sheet Metal Landlord Agreement. The
Sheet Metal Equipment Note and the Sheet Metal Inventory Note have been duly
endorsed by Sheet Metal to Celtic, in a form acceptable to Celtic.
3. Rights of Celtic. On and after the date hereof, Celtic shall be
entitled to exercise all of the rights, powers and privileges of Electronics and
Sheet Metal with respect to the Notes, the Security Agreement and the Landlord
Agreements, and neither Electronics nor Sheet Metal shall have any further
right, title or interest in or to any of the Notes, the Security Agreement or
the Landlord Agreements; provided, however, that, if all of the amounts owed to
Celtic by Electronics, Sheet Metal, NMTI and NMT, as referenced in the Workout
Agreement, are paid in full, then Celtic will assign the Notes, the Security
Agreement and the Landlord Agreements back to Electronics and Sheet Metal.
4. Covenants of Assignors. Each of Electronics and Sheet Metal hereby
covenants that it will, at any time and from time to time, upon Celtic's
reasonable request therefor, execute and deliver to Celtic or any successor or
assign thereof any new or confirmatory instruments or documents, and do and
perform any and all other acts that Celtic or any successor or assign thereof
may reasonably request, in order to (a) fully assign, transfer and vest in
Celtic or any successor or assign thereof the Notes, the Security Agreement and
the Landlord Agreements, (b) protect Celtic's right, title and interest in and
to the Notes, the Security Agreement and the Landlord Agreements and (c)
otherwise permit Celtic to realize upon or enjoy its right, title and interest
in and to the Notes, the Security Agreement and the Landlord Agreements.
5. Binding. This Assignment shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.
6. Workout Agreement. This Assignment is subject to the terms of the
Workout Agreement.
7. Governing Law. This Assignment shall be governed by, and construed
and enforced in accordance with, the laws of the State of California applicable
to contracts made and performed in the State of California.
8. Counterparts. This Assignment may be executed in two or more
counterparts, each of which shall be deemed an original and each of which
together shall constitute the same instrument.
I-PAC MANUFACTURING, INC.
By: /S/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
I-PAC PRECISION MACHINING, INC.
By: /S/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
CELTIC CAPITAL CORPORATION
By: /S/ Xxxx Xxxxxx
--------------------
Name: Xxxx Xxxxxx
Title:
CONSENT TO ASSIGNMENT OF NOTES, SECURITY
AGREEMENT AND LANDLORD AGREEMENTS
As of the date first written above, Xxxxx hereby (1) consents to
Electronics' and Sheet Metal's assignment of the Notes, the Security Agreement
and the Landlord Agreements to Celtic, (2) agrees to make all payments required
under the Notes directly to Celtic, unless and until notified by Celtic to the
contrary, and (3) agrees to perform the Security Agreement and the Landlord
Agreements for the benefit of Celtic as secured party.
XXXXX DIVERSIFIED TECHNOLOGIES, INC.
By:
Name:
Title:
CONSENT TO ASSIGNMENT OF ELECTRONICS LANDLORD AGREEMENT
As of the date first written above, Cabot hereby (1) consents to
Electronics' assignment of the Electronics Landlord Agreement to Celtic and (2)
agrees to perform the Electronics Landlord Agreement for the benefit of Celtic
as secured party.
CABOT INDUSTRIAL PROPERTIES, L.P.
By:
Name:
Title:
CONSENT TO ASSIGNMENT OF SHEET METAL LANDLORD AGREEMENT
As of the date first written above, Square One hereby (1) consents to Sheet
Metal's assignment of the Sheet Metal Landlord Agreement to Celtic and (2)
agrees to perform the Sheet Metal Landlord Agreement for the benefit of Celtic
as secured party.
SQUARE ONE DEVELOPMENT CORPORATION
By:
Name:
Title:
