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Exhibit 10.7
PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT
(Barbados)
THIS PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT (the
"Agreement") is made and entered into as of the 25th day of July, 1997, by
CONTINENTAL CIRCUITS CORP., a Delaware corporation (hereinafter called
"Pledgor"), whose chief executive office is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, in favor of BANK ONE, ARIZONA, NA, a national banking
association, and its successors and assigns (hereinafter called "Secured
Party"), whose address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Commercial Banking, Dept. AZ1-1178.
1. RECITALS
1.1 Secured Party has agreed to make certain financial accommodations to
Pledgor.
1.2 Secured Party's agreement to make financial accommodations to Pledgor
is conditioned upon Secured Party's receiving a pledge and security interest in
all shares and securities issued by the Company (as defined on Schedule "A"
attached hereto) now owned or hereafter acquired by Pledgor.
1.3 Pledgor is the owner of the number of shares of the Company as shown
on Schedule A attached hereto that Pledgor desires to pledge to Secured Party in
connection with Secured Party's financial accommodations to Pledgor.
2. PLEDGE OF SHARES
2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured
Party and grants Secured Party a security interest in all issued and outstanding
shares in the Company now owned or hereafter acquired by Pledgor, including
without limitation the shares described on Schedule "A" attached hereto and by
this reference made a part hereof, together with all earnings thereon, all
additions thereto, all proceeds thereof from sale or otherwise, all
substitutions therefor, and all securities issued with respect thereto as a
result of any stock dividend, stock split, warrants or other rights,
reclassification, readjustment or other change in the capital structure of the
Company, and the securities of any corporation or other properties received upon
the conversion or exchange thereof pursuant to any merger, consolidation,
reorganization, sale of assets or other agreement or received upon any
liquidation of the Company or such other corporation (all hereinafter called the
"Pledged Securities").
2.2 Upon the execution of this Agreement, Pledgor shall deliver to Secured
Party certificates for the Pledged Securities, together with appropriate shares
transfer powers therefor duly executed by Pledgor in blank. Immediately upon
receipt, Pledgor shall deliver to Secured
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Party all certificates and other evidences of the Pledged Securities that come
into the possession, custody or control of Pledgor, together with appropriate
shares transfer powers therefor duly executed by Pledgor in blank, and any other
property constituting part of the Pledged Securities, free and clear of any
prior lien, claim, charge or encumbrance.
2.3 Secured Party may receive, hold and/or dispose of the Pledged
Securities subject and pursuant to all the terms, conditions and provisions
hereof and of the Loan Agreement (defined below) until the Obligation (defined
below) has been discharged in full. Secured Party is hereby authorized and
empowered to take any and all action with respect to such property as authorized
hereunder. In its discretion, Secured Party may take any one or more of the
following actions, without liability except to account for property actually
received by it:
(a) transfer to or register in its name or the name of its nominee
any of the Pledged Securities, with or without indication of the security
interest herein created, and whether or not so transferred or registered,
receive the income, dividends and other distributions thereon and hold
them or apply them to the Obligation in any order of priority;
(b) exercise or cause to be exercised all voting and corporate
powers with respect to any of the Pledged Securities so registered or
transferred, including all rights of conversion, exchange, subscription or
any other rights, privileges or options pertaining to such Pledged
Securities, as if the absolute owner thereof;
(c) insure any of the Pledged Securities;
(d) exchange any of the Pledged Securities for other property upon a
reorganization, recapitalization or other readjustment and, in connection
therewith, deposit any of the Pledged Securities with any committee or
depositary upon such terms as the Secured Party may determine;
(e) in its name, or in the name of Pledgor, demand, ▇▇▇ for, collect
or receive any money or property at any time payable or receivable on
account of, or in exchange for, any of the Pledged Securities and, in
connection therewith, endorse notes, checks, drafts, money orders,
documents of title or other evidences of payment, shipment or storage in
the name of Pledgor;
(f) make any compromise or settlement deemed advisable with respect
to any of the Pledged Securities;
provided however that the actions specified in subparagraphs (a), (b), (d), (e)
and (f) of this Paragraph 2.3 may not be taken so long as there is no Event of
Default hereunder. Secured Party agrees to notify Pledgor promptly after any
such action, provided that the failure to give such notice shall not affect the
validity of such action. Secured Party shall be under no duty to exercise,
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or to withhold the exercise of, any of the rights, powers, privileges and
options expressly or implicitly granted to Secured Party in this Agreement, and
shall not be responsible for any failure to do so or delay in so doing.
3. OBLIGATION SECURED
This Agreement shall secure, in such order of priority as Secured Party
may elect:
(a) Payment of the sum of $45,000,000.00 according to the terms of
that Revolving Promissory Note dated July 25, 1997, made by Pledgor,
payable to the order of Secured Party, evidencing a revolving line of
credit, all or any part of which may be advanced to Pledgor, repaid by
Pledgor and readvanced to Pledgor, from time to time, subject to the terms
and conditions thereof, with interest thereon, extension and other fees,
late charges, prepayment premiums and attorneys' fees, according to the
terms thereof, and all extensions, modifications, renewals or replacements
thereof (hereinafter called the "Note");
(b) Payment, performance and observance by Pledgor of each covenant,
condition, provision and agreement contained herein and of all monies
expended or advanced by Secured Party pursuant to the terms hereof, or to
preserve any right of Secured Party hereunder, or to protect or preserve
the Pledged Securities or any part thereof;
(c) Payment, performance and observance by Pledgor of each covenant,
condition, provision and agreement contained in that Loan Agreement dated
July 25, 1997, by and between Pledgor and Secured Party (hereinafter
called the "Loan Agreement") and in any other document or instrument
related to the indebtedness hereby secured and of all monies expended or
advanced by Secured Party pursuant to the terms thereof or to preserve any
right of Secured Party thereunder;
(d) Payment and performance of any and all other indebtedness,
obligations and liabilities of Pledgor to Secured Party of every kind and
character, direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter incurred, whether such indebtedness is from
time to time reduced and thereafter increased or entirely extinguished and
thereafter reincurred; and
(e) The full and timely payment of all amounts now or hereafter due
and payable by Pledgor to Secured Party under any interest rate swap, cap,
collar or similar transaction, or any Master Agreement for such
transactions, now or hereafter in effect between Pledgor and Secured
Party, whether such amounts are due and payable on the date(s) scheduled
therefor, on the occurrence of an Early Termination Date (as defined in
the Master Agreement), or otherwise.
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All of the indebtedness and obligations secured by this Agreement are
hereinafter collectively called the "Obligation."
4. REPRESENTATIONS AND WARRANTIES OF PLEDGOR
Pledgor hereby represents and warrants that:
4.1 The execution, delivery and performance by Pledgor of this Agreement
and all other documents and instruments relating to the Obligation will not
result in any breach of the terms and conditions of, nor constitute a default
under, any agreement or instrument under which Pledgor is a party or is
obligated. Pledgor is not in default in the performance or observance of any
covenants, conditions or provisions of any such agreement or instrument.
4.2 The address of Pledgor set forth at the beginning of this Agreement is
the chief executive office of Pledgor.
4.3 The Pledged Securities are and shall be duly and validly issued and
pledged in accordance with applicable law, and this Agreement shall not
contravene any law, agreement or commitment binding Pledgor or the Company, and
Pledgor shall defend the right, title, lien and security interest of Secured
Party in and to the Pledged Securities against the claims and demands of all
persons and other entities whatsoever.
4.4 Pledgor has the right, power and authority to convey good and
marketable title to the Pledged Securities; and the Pledged Securities and the
proceeds thereof are and shall be free and clear of all claims, mortgages,
pledges, liens, encumbrances and security interest of every nature whatsoever
other than as imposed hereby or as set forth, if at all, on Schedule "A"
attached hereto.
5. IRREVOCABLE PROXY
5.1 Pledgor irrevocably constitutes and appoints Secured Party, whether or
not the Pledged Securities have been transferred into the name of Secured Party
or its nominee, as Pledgor's proxy with full power, in the same manner, to the
same extent and with the same effect as if Pledgor were to do the same, in the
sole discretion of Secured Party:
(a) To call a meeting of the shareholders of the Company and to vote
the Pledged Securities, to seek the consent of such shareholders, to
remove the directors of the Company, or any of them, and to elect new
directors of the Company, who thereafter shall manage the affairs of the
Company, operate its properties and carry on its business, and otherwise
take any action with respect to the business, properties and affairs of
the Company that such new directors shall deem necessary or appropriate,
including, but not limited to, the maintenance, repair, renewal or
alteration of any or all of the properties of the Company, the
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leasing, subleasing, sale or other disposition of any or all of such
properties, the borrowing of money on the credit of the Company (whether
from Secured Party or others) that in the judgment of such new directors
shall be necessary to preserve any of such properties or to discharge the
obligations of the Company, and the employment of any or all agents,
attorneys, counsel, or other employees as deemed by such new directors to
be necessary for the proper operation or conduct of the business,
properties and affairs of the Company;
(b) To consent to any and all actions by or with respect to the
Company for which consent of the shareholders of the Company is or may be
necessary or appropriate; and
(c) Without limitation, to do all things that Pledgor can do or
could do as stockholder of the Company, giving Secured Party full power of
substitution and revocation;
provided, however, that (i) the foregoing irrevocable proxy shall not be
exercisable by Secured Party, and Pledgor alone shall have the foregoing powers,
so long as there is no Event of Default hereunder, and (ii) this irrevocable
proxy shall terminate at such time as this Agreement is no longer in full force
and effect. The foregoing proxy is coupled with an interest sufficient in law to
support an irrevocable power and shall be irrevocable and shall survive the
death or incapacity of Pledgor. Pledgor hereby revokes any proxy or proxies
heretofore given to any person or persons and agrees not to give any other
proxies in derogation hereof until such time as this Agreement is no longer in
full force and effect.
6. COVENANTS OF PLEDGOR
6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of any
of the Pledged Securities or any interest therein without obtaining the prior
written consent of Secured Party and shall keep the Pledged Securities free of
all security interests or other encumbrances except the lien and security
interests granted herein.
6.2 Pledgor shall pay when due all taxes, assessments, expenses and other
charges which may be levied or assessed against the Pledged Securities.
6.3 Pledgor shall give Secured Party immediate written notice of any
change in Pledgor's name as set forth above and of any change in the location of
Pledgor's chief executive office.
6.4 Pledgor, at its cost and expense, shall protect and defend the Pledged
Securities, this Agreement and all of the rights of Secured Party hereunder
against all claims and demands of other parties. Pledgor shall pay all claims
and charges that in the opinion of Secured Party might prejudice, imperil or
otherwise affect the Pledged Securities. Pledgor shall promptly notify
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Secured Party of any levy, distraint or other seizure, by legal process or
otherwise, of all or any part of the Pledged Securities and of any threatened or
filed claims or proceedings that might in any way affect or impair the terms of
this Agreement.
6.5 If Pledgor shall fail to pay any taxes, assessments, expenses or
charges, to keep all of the Pledged Securities free from other security
interests, encumbrances or claims, or to perform otherwise as required herein,
Secured Party may advance the monies necessary to pay the same or to so perform.
6.6 All rights, powers and remedies granted Secured Party herein, or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute discretion without any obligation to do
so. In addition, if, under the terms hereof, Secured Party is given two or more
alternative courses of action, Secured Party may elect any alternative or
combination of alternatives at its option and in its sole and absolute
discretion. All monies advanced by Secured Party under the terms hereof, all
amounts paid, suffered or incurred by Secured Party under the terms hereof and
all amounts paid, suffered or incurred by Secured Party in exercising any
authority granted herein, including reasonable attorneys' fees, shall be added
to the Obligation, shall be secured hereby, shall bear interest at the highest
rate payable on any of the Obligation until paid, and shall be due and payable
by Pledgor to Secured Party immediately without demand.
6.7 Secured Party shall use such reasonable care in handling, preserving
and protecting the Pledged Securities in its possession as it uses in handling
similar property for its own account. Secured Party, however, shall have no
liability for the loss, destruction or disappearance of any Pledged Securities
unless there is affirmative proof of a lack of due care; the lack of due care
shall not be implied solely by virtue of any loss, destruction or disappearance.
Secured Party shall not be required to take any steps necessary to preserve any
rights in the Pledged Securities against prior parties or to protect, perfect,
preserve or maintain any security interest given to secure the Pledged
Securities.
6.8 Immediately upon demand by Secured Party, Pledgor shall execute and
deliver to Secured Party such other and additional applications, acceptances,
stock powers, authorizations, irrevocable proxies, dividend and other orders,
chattel paper, instruments or other evidences of payment and such other
documents as Secured Party may reasonably request to secure to Secured Party the
rights, powers and authorities intended to be conferred upon Secured Party by
this Agreement. All assignments and endorsements by Pledgor shall be in such
form and substance as may be satisfactory to Secured Party.
7. EVENTS OF DEFAULT; REMEDIES
7.1 The occurrence of any Event of Default under the Loan Agreement shall
constitute and is hereby defined to be an "Event of Default."
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7.2 Upon the occurrence of any Event of Default and at any time while such
Event of Default is continuing, Secured Party shall have the following rights
and remedies and may do one or more of the following:
(a) Declare all or any part of the Obligation to be immediately due
and payable, and the same, with all costs and charges, shall be
collectible thereupon by action at law;
(b) Transfer the Pledged Securities or any part thereof into its own
name or that of its nominee so that Secured Party or its nominee may
appear of record as the sole owner thereof;
(c) Vote any or all of the Pledged Securities and give all consents,
waivers and ratifications in respect thereof and otherwise acting with
respect thereto as though it were the absolute owner thereof;
(d) Exercise any and all rights of conversion, exchange,
subscription, or any other rights, privileges or options pertaining to any
of the Pledged Securities including, but not limited to, the right to
exchange, at its discretion, any or all of the Pledged Securities upon the
merger, consolidation, reorganization, recapitalization or other
readjustment of the Company or upon the exercise by Pledgor or Secured
Party of any right, privilege or option pertaining to any of the shares of
the Pledged Securities, and in connection therewith to deposit and deliver
such shares of Pledged Securities with any committee, depository, transfer
agent, registrar or any other agency upon such terms as Secured Party may
determine without liability except to account for the property actually
received by it;
(e) Receive and retain any dividend or other distribution on account
of the Pledged Securities; and
(f) Sell any or all of the Pledged Securities in accordance with the
provisions hereof;
but Secured Party shall have no duty to exercise any of the aforesaid rights,
privileges or options and shall not be responsible for any failure to do so or
delay in so doing. Pledgor waives all rights to be advised or to receive any
notices, statements or communications received by Secured Party or its nominee
as the record owner of all or any of the Pledged Securities. Any cash received
and retained by Secured Party as additional collateral hereunder may be applied
to payment in the manner provided in Subparagraph 7.3(c) below.
7.3 In connection with Secured Party's right to sell any or all of the
Pledged Securities, upon the occurrence of any Event of Default and at any time
while such Event of Default is continuing:
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(a) (i) Secured Party shall have the right at any time and from time
to time to sell, resell, assign and deliver, in its discretion, all
or any part of the Pledged Securities in one or more units, at the
same or different times, and all right, title and interest, claim
and demand therein, and right of redemption thereof, at private
sale, or at public sale to the highest bidder for cash, upon credit
or for future delivery, Pledgor hereby waiving and releasing to the
fullest extent permitted by law any and all equity or right of
redemption. If any of the Pledged Securities are sold by Secured
Party upon credit or for future delivery, Secured Party shall not be
liable for the failure of the purchaser to purchase or pay for same,
and, in the event of any such failure, Secured Party may resell such
Pledged Securities. In no event shall Pledgor be credited with any
part of the proceeds of the sale of any Pledged Securities until
cash payment thereof has actually been received by Secured Party.
(ii) No demand, advertisement or notice, all of which are
hereby expressly waived, shall be required in connection with any
sale or other disposition of all or any part of the Pledged
Securities that threatens to decline speedily in value or that is of
a type customarily sold on a recognized market; otherwise Secured
Party shall give Pledgor at least five (5) days' prior notice of the
time and place of any public sale or of the time after which any
private sale or other dispositions are to be made, which Pledgor
agrees is reasonable, all other demands, advertisements and notices
being hereby waived. Upon any sale, whether under this Agreement or
by virtue of judicial proceedings, Secured Party may bid for and
purchase any or all of the Pledged Securities and, upon compliance
with the terms of the sale, may hold, retain, possess and dispose of
such items in its own absolute right without further accountability,
and as purchaser at such sale, in paying the purchase price, may
turn in any note or notes held by Secured Party in lieu of cash up
to the amount that would, upon distribution of the net proceeds of
such sale in accordance with Subparagraph 7.3(c) hereof, be payable
to Secured Party. In case the amount so payable thereon shall be
less than the amount due thereon, the note or notes turned in (in
lieu of cash) shall be returned to the holder thereof after being
properly stamped to show the partial payment effected by such
purchase.
(b) Pledgor recognizes that Secured Party may be unable to effect a
sale to the public of all or a part of the Pledged Securities by reason of
prohibitions contained in applicable securities laws, but may be compelled
to resort to one or more sales to a restricted group of purchasers who
will be obliged to agree, among
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other things, to acquire such Pledged Securities for their own account,
for investment and not with a view to the distribution or resale thereof.
Pledgor agrees that sales so made may be at prices and other terms less
favorable to the seller than if such Pledged Securities were sold to the
public, and that Secured Party has no obligation to delay sale of any such
Pledged Securities for the period of time necessary to permit the issuer
of such Pledged Securities to register the same for sale to the public
under applicable securities laws. Pledgor agrees that negotiated sales
made under the foregoing circumstances shall be deemed to have been made
in a commercially reasonable manner.
(c) In all sales of Pledged Securities, public or private, Secured
Party shall apply the proceeds of sale as follows:
(i) First, to the payment of all costs and expenses incurred
hereunder or for the sale, transfer, or delivery, including broker's
and attorneys' fees;
(ii) Next to the payment of the Obligation; and
(iii) The balance, if any, to Pledgor or to the person or
persons entitled thereto upon proper demand.
7.4 Secured Party shall have the right, for and in the name, place and
stead of Pledgor, to execute endorsements, assignments or other instruments of
conveyance or transfer with respect to all or any of the Pledged Securities and
any instruments, documents and statements that Pledgor is obligated to furnish
or execute hereunder. Pledgor shall execute and deliver such additional
documents as may be necessary to enable Secured Party to implement such right.
7.5 Pledgor shall pay all costs and expenses, including without limitation
court costs and reasonable attorneys' fees, incurred by Secured Party in
enforcing payment and performance of the Obligation or in exercising the rights
and remedies of Secured Party hereunder. All such costs and expenses shall be
secured by this Agreement and by all other lien and security documents securing
the Obligation. In the event of any court proceedings, court costs and
attorneys' fees shall be set by the court and not by jury and shall be included
in any judgment obtained by Secured Party.
7.6 In addition to any remedies provided herein for an Event of Default,
Secured Party shall have all the rights and remedies afforded a secured party
under the Uniform Commercial Code and all other legal and equitable remedies
allowed under applicable law. No failure on the part of Secured Party to
exercise any of its rights hereunder arising upon any Event of Default shall be
construed to prejudice its rights upon the occurrence of any other or subsequent
Event of Default. No delay on the part of Secured Party in exercising any such
rights shall be construed to preclude it from the exercise thereof at any time
while that Event of Default is continuing.
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Secured Party may enforce any one or more rights or remedies hereunder
successively or concurrently. By accepting payment or performance of any of the
Obligation after its due date, Secured Party shall not thereby waive the
agreement contained herein that time is of the essence, nor shall Secured Party
waive either its right to require prompt payment or performance when due of the
remainder of the Obligation or its right to consider the failure to so pay or
perform an Event of Default.
8. MISCELLANEOUS PROVISIONS
8.1 The acceptance of this Agreement by Secured Party shall not be
considered a waiver of or in any way to affect or impair any other security that
Secured Party may have, acquire simultaneously herewith, or hereafter acquire
for the payment or performance of the Obligation, nor shall the taking by
Secured Party at any time of any such additional security be construed as a
waiver of or in any way to affect or impair the right and interest granted
herein; Secured Party may resort, for the payment or performance of the
Obligation, to its several securities therefor in such order and manner as it
may determine.
8.2 Without notice or demand, without the necessity for any additional
endorsements, without affecting the obligations of Pledgor hereunder or the
personal liability of any person for payment or performance of the Obligation,
and without affecting the rights and interests granted herein, Secured Party,
from time to time, may: (i) extend the time for payment of all or any part of
the Obligation, accept a renewal note therefor, reduce the payments thereon,
release any person liable for all or any part thereof, or otherwise change the
terms of all or any part of the Obligation; (ii) take and hold other security
for the payment or performance of the Obligation and enforce, exchange,
substitute, subordinate, waive or release any such security; (iii) join in any
extension or subordination agreement; or (iv) release any part of the Pledged
Securities from this Agreement.
8.3 Pledgor waives and agrees not to assert: (i) any right to require
Secured Party to proceed against any guarantor, to proceed against or exhaust
any other security for the Obligation, to pursue any other remedy available to
Secured Party, or to pursue any remedy in any particular order or manner; (ii)
the benefits of any statute of limitations affecting the enforcement hereof;
(iii) the benefits of any legal or equitable doctrine or principle of
marshalling; (iv) demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment,
relating to the Obligation; and (v) any benefit of, and any right to participate
in, any other security now or hereafter held by Secured Party.
8.4 The terms herein shall have the meanings in and be construed under the
Uniform Commercial Code. This Agreement shall be governed by and construed
according to the internal laws of the State of Arizona. Each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be void or
invalid, the same shall not affect the remainder hereof which shall be effective
as though the void or invalid provision had not been contained herein.
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8.5 No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement executed
by Pledgor and a duly authorized officer of Secured Party.
8.6 This is a continuing agreement, which shall remain in full force and
effect until actual receipt by Secured Party of written notice of its revocation
as to future transactions and shall remain in full force and effect thereafter
until all of the Obligation incurred before the receipt of such notice, and all
of the Obligation incurred thereafter under commitments extended by Secured
Party before the receipt of such notice, shall have been paid and performed in
full.
8.7 No setoff or claim that Pledgor now has or may in the future have
against Secured Party shall relieve Pledgor from paying or performing its
obligations hereunder.
8.8 Time is of the essence hereof. All liability hereunder shall be joint
and several. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their heirs, personal representatives,
successors and assigns. The term "Secured Party" shall include not only the
original Secured Party hereunder but also any future owner and holder, including
pledgees, of the note or notes evidencing the Obligation. The provisions hereof
shall apply to the parties according to the context thereof and without regard
to the number or gender of words or expressions used.
8.9 All notices required or permitted to be given hereunder shall be in
writing and may be given as permitted in the Loan Agreement.
8.10 A carbon, photographic or other reproduced copy of this Agreement
and/or any financing statement relating hereto shall be sufficient for filing
and/or recording as a financing statement.
IN WITNESS WHEREOF, these presents are executed as of the date indicated
above.
CONTINENTAL CIRCUITS CORP., a Delaware
Witnessed by: corporation
(other than notary)
(Signature of Witness) By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
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Its: President and CEO
PLEDGOR
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STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 25th day of July,
1997, by ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III, the President/CEO of CONTINENTAL CIRCUITS
CORP., a Delaware corporation, on behalf of that corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
(Signature of Notary)
--------------------------------
Notary Public
My commission expires:
(Seal of Notary)
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SCHEDULE "A"
All issued and outstanding shares of Continental Circuits International
Inc., a Barbados corporation (the "Company"), now or hereafter owned by Pledgor,
which as of the date hereof consists of 1000 shares.
