EXHIBIT 10.4 PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of December 15, 1998, made by each of the undersigned pledgors (each a "Pledgor" and, together with any other entity...Pledge Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
1 EXHIBIT 10.6 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement"), dated as of December 15, 1998, by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and J.F. Lehman & Company, a Delaware corporation...Management Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
2 3 For all purposes of this First Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this First Supplemental Indenture and defined in the Indenture have the meanings...First Supplemental Indenture • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT AMONG SPECIAL DEVICES, INCORPORATED, PARIBAS PRINCIPAL INC., J.F. LEHMAN EQUITY INVESTORS I, L.P. AND JFL CO-INVEST PARTNERS I, L.P.Subscription Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products
1 2 issued and sold to Paribas, 323,529 shares of Common Stock (the "Paribas Shares") pursuant to a Subscription Agreement, dated as of September 7, 1998 and amended as of December 3, 1998 and December 15, 1998 (the "Subscription Agreement"), attached...Stockholders Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • Delaware
1 EXHIBIT 10.3 SECURITY AGREEMENTSecurity Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products
1 EXHIBIT 10.8 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated as of September 7, 1998 among Special Devices, Incorporated, a Delaware corporation (the "Company"), Paribas Principal Inc., a New York corporation (the "Purchaser"), J.F. Lehman...Subscription Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • Delaware
1 EXHIBIT 1.1 SDI ACQUISITION CORP. 11 3/8% SENIOR SUBORDINATED NOTES DUE 2008 PURCHASE AGREEMENTPurchase Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
1 EXHIBIT 10.2 CREDIT AGREEMENTCredit Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products
1 EXHIBIT 10.14 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 15, 1998 (this "Agreement"), between the Thomas Treinen Family Trust, by Thomas F. Treinen, trustee (the "Pledgor") and J. F. Lehman & Company (the "Pledgee"). On June 19, 1998,...Pledge Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
2 3 representation or warranty) of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (vi) sales of Cash Equivalents, (vii) surrender or waiver of contract rights or the...Indenture • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
1 EXHIBIT 10.7 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this "Agreement"), dated as of December 15, 1998, by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and J.F. Lehman & Company, a...Management Services Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
W I T N E S S E T HAssumption Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
1 2 (as defined in the Rollover Stockholders Agreement), Registrable Shares shall not include any Additional Rollover Shares (as defined in the Rollover Stockholders Agreement) held by any holder other than J.F. Lehman & Co. or its transferees or...Registration Rights Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT AMONG SPECIAL DEVICES, INCORPORATED, PARIBAS PRINCIPAL INC., J.F. LEHMAN EQUITY INVESTORS I, L.P. AND JFL CO-INVEST PARTNERS I, L.P.Subscription Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products
1 EXHIBIT 10.5 SUBSIDIARIES GUARANTY SUBSIDIARIES GUARANTY, dated as of December 15, 1998 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned guarantors (each a "Guarantor," and together with any...Subsidiaries Guaranty • April 8th, 1999 • Scot Inc • Miscellaneous chemical products
1 EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of December 15, 1998, among SDI ACQUISITION CORP., a Delaware corporation, as issuer ("SDI Acquisition"), and BT ALEX. BROWN INCORPORATED and...Registration Rights Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • New York
1 EXHIBIT 10.13 ROLLOVER STOCKHOLDERS AGREEMENT ROLLOVER STOCKHOLDERS AGREEMENT, dated as of December 15, 1998, among Special Devices, Incorporated, a Delaware corporation (the "Company"), J.F. Lehman & Co. ("JFL"), the Neubauer Family Trust, by...Rollover Stockholders Agreement • April 8th, 1999 • Scot Inc • Miscellaneous chemical products • Delaware
