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EXHIBIT (b)(4)
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made as of March 19, 1998, by and between
HADCO ACQUISITION CORP. II, (the "Company"), and BANKBOSTON, N.A. a national
banking association, as agent (hereinafter, in such capacity, the "Agent") for
itself and the other banking institutions (hereinafter, collectively, the
"Banks") which are or may become parties to an Amended and Restated Revolving
Credit Agreement dated as of December 8, 1997 (as amended and in effect from
time to time, the "Credit Agreement"), among Hadco Corporation (the "Borrower"),
the Banks and the Agent.
WHEREAS, the Company is the wholly owned subsidiary of the Borrower;
WHEREAS, the Company expects to receive substantial direct and indirect
benefits from the extensions of credit to the Borrower by the Bank pursuant to
the Credit Agreement which benefits are hereby acknowledged;
WHEREAS, contemporaneously herewith, the Company is issuing a Guaranty in
favor of the Agent (the "Guaranty"), pursuant to which the Company is
guarantying all of the Obligations (as defined in the Guaranty);
WHEREAS, the Company is the direct legal and beneficial owner of the issued
and outstanding shares of each class of the capital stock of Continental
Circuits Corp., a Delaware corporation (the "Subsidiary"), described on ANNEX A
hereto; and
WHEREAS, it is a condition precedent to the Banks' making any loans or
otherwise extending credit to the Company under the Credit Agreement that the
Company execute and deliver to the Agent, for the benefit of the Banks and the
Agent, in order to secure the obligations of the Company under the Guaranty, a
pledge agreement in substantially the form hereof; and
WHEREAS, the Company wishes to grant pledges and security interests in favor
of the Agent, for the benefit of the Banks and the Agent, as herein provided;
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
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1. PLEDGE OF STOCK, ETC.
1.1. PLEDGE OF STOCK. The Company hereby pledges, assigns, grants a
security interest in, and delivers to the Agent, for the benefit of the
Banks and the Agent, all of the shares of capital stock of the Subsidiary of
every class owned by it, as more fully described on ANNEX A hereto, to be
held by the Agent, for the benefit of the Banks and the Agent, subject to
the terms and conditions hereinafter set forth. The certificates for such
shares, accompanied by stock powers or other appropriate instruments of
assignment thereof duly executed in blank by the Company, have been
delivered to the Agent.
1.2. ADDITIONAL STOCK. In case, pursuant to the Tender Offer or
otherwise, the Company shall acquire any additional shares of the capital
stock of the Subsidiary or any corporation which is the successor of the
Subsidiary, or any securities exchangeable for or convertible into shares of
such capital stock of any class of the Subsidiary, by purchase, stock
dividend, stock split or otherwise, then the Company shall forthwith deliver
to and pledge such shares or other securities to the Agent, for the benefit
of the Banks and the Agent, under this Agreement and shall deliver to the
Agent forthwith any certificates therefor, accompanied by stock powers or
other appropriate instruments of assignment duly executed by the Company in
blank. The Company agrees that the Agent may from time to time attach as
ANNEX A hereto an updated list of the shares of capital stock or securities
at the time pledged with the Agent hereunder.
1.3. PLEDGE OF CASH COLLATERAL ACCOUNT. The Company also hereby pledges,
assigns, grants a security interest in, and delivers to the Agent, for the
benefit of the Banks and the Agent, the Cash Collateral Account and all of
the Cash Collateral as such terms are hereinafter defined.
2. DEFINITIONS. The term "Obligations" shall have the meaning provided
therefor in the Guaranty, and all other capitalized terms used herein without
definition shall have the respective meanings provided therefor in the Credit
Agreement. Terms used herein and not defined in the Credit Agreement or
otherwise defined herein that are defined in the Uniform Commercial Code in
effect in Massachusetts (the "Massachusetts UCC") have such defined meanings
herein, unless the context otherwise indicated or requires, and the following
terms shall have the following meanings:
CASH COLLATERAL. See ss.4.
CASH COLLATERAL ACCOUNT. See ss.4.
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STOCK. Includes the shares of stock described in ANNEX A attached hereto and
any additional shares of stock at the time pledged with the Agent hereunder.
STOCK COLLATERAL. The property at any time pledged to the Agent hereunder
(whether described herein or not) and all income therefrom, increases therein
and proceeds thereof, including without limitation that included in Cash
Collateral, but excluding from the definition of "Stock Collateral" any income,
increases or proceeds received by the Company to the extent expressly permitted
by ss.6.
TIME DEPOSITS. See ss.4.
3. SECURITY FOR OBLIGATIONS. This Agreement and the security interest in and
pledge of the Stock Collateral hereunder are made with and granted to the Agent,
for the benefit of the Banks and the Agent, as security for the payment and
performance in full of all the Obligations.
4. LIQUIDATION, RECAPITALIZATION, ETC.
4.1. DISTRIBUTIONS PAID TO AGENT. Any sums or other property paid or
distributed upon or with respect to any of the Stock, whether by dividend or
redemption or upon the liquidation or dissolution of the issuer thereof or
otherwise, shall, except to the limited extent provided in ss.6, be paid
over and delivered to the Agent to be held by the Agent, for the benefit of
the Banks and the Agent, as security for the payment and performance in full
of all of the Obligations. In case, pursuant to the recapitalization or
reclassification of the capital of the issuer thereof or pursuant to the
reorganization thereof, any distribution of capital shall be made on or in
respect of any of the Stock or any property shall be distributed upon or
with respect to any of the Stock, the property so distributed shall be
delivered to the Agent, for the benefit of the Banks and the Agent, to be
held by it as security for the Obligations. Except to the limited extent
provided in ss.6, all sums of money and property paid or distributed in
respect of the Stock, whether as a dividend or upon such a liquidation,
dissolution, recapitalization or reclassification or otherwise, that are
received by the Company shall, until paid or delivered to the Agent, be held
in trust for the Agent, for the benefit of the Banks and the Agent, as
security for the payment and performance in full of all of the Obligations.
4.2. CASH COLLATERAL ACCOUNT. All sums of money that are delivered to
the Agent pursuant to this ss.4 shall be deposited into an interest bearing
account with the Agent (the "Cash Collateral Account"). Some or all of the
funds from time to time in the Cash Collateral Account may be invested in
time deposits, including, without limitation, certificates of deposit issued
by the Agent (such certificates of deposit or other time deposits being
hereinafter referred to, collectively, as "Time
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Deposits"), that are satisfactory to the Agent after consultation with the
Company, PROVIDED, that, in each such case, arrangements satisfactory to the
Agent are made and are in place to perfect and to insure the first priority
of the Agent's security interest therein. Interest earned on the Cash
Collateral Account and on the Time Deposits, and the principal of the Time
Deposits at maturity that is not invested in new Time Deposits, shall be
deposited in the Cash Collateral Account. The Cash Collateral Account, all
sums from time to time standing to the credit of the Cash Collateral
Account, any and all Time Deposits, any and all instruments or other
writings evidencing Time Deposits and any and all proceeds or any thereof
are hereinafter referred to as the "Cash Collateral."
4.3. COMPANY'S RIGHTS TO CASH COLLATERAL, ETC. Except as otherwise
expressly provided in ss.15, the Company shall have no right to withdraw
sums from the Cash Collateral Account, to receive any of the Cash Collateral
or to require the Agent to part with the Agent's possession of any
instruments or other writings evidencing any Time Deposits.
5. WARRANTY OF TITLE; AUTHORITY. The Company hereby represents and warrants
that: (i) upon the consummation of the Tender Offer, the Company has good and
marketable title to, and is the sole record and beneficial owner of, the Stock
described in ss.1, subject to no pledges, liens, security interests, charges,
options, restrictions or other encumbrances except the pledge and security
interest created by this Agreement, (ii) all of the Stock described in ss.1 is
validly issued, fully paid and non-assessable, (iii) the Company has full power,
authority and legal right to execute, deliver and perform its obligations under
this Agreement and to pledge and grant a security interest in all of the Stock
Collateral pursuant to this Agreement, and the execution, delivery and
performance hereof and the pledge of and granting of a security interest in the
Stock Collateral hereunder have been duly authorized by all necessary corporate
or other action and do not contravene any law, rule or regulation or any
provision of the Company's charter documents or by-laws or of any judgment,
decree or order of any tribunal or of any agreement or instrument to which the
Company is a party or by which it or any of its property is bound or affected or
constitute a default thereunder, and (iv) the information set forth in ANNEX A
hereto relating to the Stock is true, correct and complete in all respects. The
Company covenants that it will defend the rights of the Banks and the Agent and
security interest of the Agent, for the benefit of the Banks and the Agent, in
such Stock against the claims and demands of all other persons whomsoever. The
Company further covenants that it will have the like title to and right to
pledge and grant a security interest in the Stock Collateral hereafter pledged
or in which a security interest is granted to the Agent hereunder and will
likewise defend the rights, pledge and security interest thereof and therein of
the Banks and the Agent.
6. DIVIDENDS, VOTING, ETC., PRIOR TO MATURITY. So long as no Default or
Event of Default shall have occurred and be continuing, the Company shall be
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entitled to receive all cash dividends paid in respect of the Stock, to vote
the Stock and to give consents, waivers and ratifications in respect of the
Stock; PROVIDED, HOWEVER, that no vote shall be cast or consent, waiver or
ratification given by the Company if the effect thereof would in the reasonable
judgment of the Majority Banks impair any of the Stock Collateral or be
inconsistent with or result in any violation of any of the provisions of the
Credit Agreement, the Notes or any of the other Transaction Documents. All such
rights of the Company to receive cash dividends shall cease in case a Default or
an Event of Default shall have occurred and be continuing. All such rights of
the Company to vote and give consents, waivers and ratifications with respect to
the Stock shall, at the Agent's option, as evidenced by the Agent's notifying
the Company of such election, cease in case a Default or an Event of Default
shall have occurred and be continuing.
7. REMEDIES.
7.1. IN GENERAL. If a Default or an Event of Default shall have occurred
and be continuing, the Agent shall thereafter have the following rights and
remedies (to the extent permitted by applicable law) in addition to the
rights and remedies of a secured party under the Massachusetts UCC, all such
rights and remedies being cumulative, not exclusive, and enforceable
alternatively, successively or concurrently, at such time or times as the
Agent deems expedient:
(a) if the Agent so elects and gives notice of such election to the
Company, the Agent may vote any or all shares of the Stock (whether or
not the same shall have been transferred into its name or the name of
its nominee or nominees) for any lawful purpose, including, without
limitation, if the Agent so elects, for the liquidation of the assets of
the issuer thereof, and give all consents, waivers and ratifications in
respect of the Stock and otherwise act with respect thereto as though it
were the outright owner thereof (the Company hereby irrevocably
constituting and appointing the Agent the proxy and attorney-in-fact of
the Company, with full power of substitution, to do so);
(b) the Agent may demand, xxx for, collect or make any compromise or
settlement the Agent deems suitable in respect of any Stock Collateral;
(c) the Agent may sell, resell, assign and deliver, or otherwise
dispose of any or all of the Stock Collateral, for cash or credit or
both and upon such terms at such place or places, at such time or times
and to such entities or other persons as the Agent thinks expedient, all
without demand for performance by the Company or any notice or
advertisement whatsoever except as expressly provided herein or as may
otherwise be required by law;
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(d) the Agent may cause all or any part of the Stock held by it to
be transferred into its name or the name of its nominee or nominees; and
(e) the Agent may set off against the Obligations any and all sums
deposited with it or held by it, including without limitation, any sums
standing to the credit of the Cash Collateral Account and any Time
Deposits issued by the Agent.
7.2. SALE OF STOCK COLLATERAL. In the event of any disposition of the
Stock Collateral as provided in clause (c) of ss.7.1, the Agent shall give
to the Company at least five Business Days prior written notice of the time
and place of any public sale of the Stock Collateral or of the time after
which any private sale or any other intended disposition is to be made. The
Company hereby acknowledges that five Business Days prior written notice of
such sale or sales shall be reasonable notice. The Agent may enforce its
rights hereunder without any other notice and without compliance with any
other condition precedent now or hereunder imposed by statute, rule of law
or otherwise (all of which are hereby expressly waived by the Company, to
the fullest extent permitted by law). The Agent may buy any part or all of
the Stock Collateral at any public sale and if any part or all of the Stock
Collateral is of a type customarily sold in a recognized market or is of the
type which is the subject of widely-distributed standard price quotations,
the Agent may buy at private sale and may make payments thereof by any
means. The Agent may apply the cash proceeds actually received from any sale
or other disposition to the reasonable expenses of retaking, holding,
preparing for sale, selling and the like, to reasonable attorneys' fees,
travel and all other expenses which may be incurred by the Agent in
attempting to collect the Obligations or to enforce this Agreement or in the
prosecution or defense of any action or proceeding related to the subject
matter of this Agreement, and then to the Obligations in such order or
preference as the Agent may determine after proper allowance for Obligations
not then due. Only after such applications, and after payment by the Agent
of any amount required by ss.9-504(1)(c) of the Massachusetts UCC, need the
Agent account to the Company for any surplus. To the extent that any of the
Obligations are to be paid or performed by a person other than the Company,
the Company waives and agrees not to assert any rights or privileges which
it may have under ss.9-112 of the Massachusetts UCC.
7.3. REGISTRATION OF STOCK. If the Agent shall determine to exercise its
right to sell any or all of the Stock pursuant to this ss.7, and if in the
opinion of counsel for the Agent it is necessary, or if in the reasonable
opinion of the Agent it is advisable, to have the Stock, or that portion
thereof to be sold, registered under the provisions of the Securities Act of
1933, as amended (the "Securities Act"), the Company agrees to use its best
efforts to cause the issuer or issuers of the Stock contemplated to be sold,
to execute and deliver, and cause the directors
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and officers of such issuer to execute and deliver, all at the Company's
expense, all such instruments and documents, and to do or cause to be done
all such other acts and things as may be necessary or, in the reasonable
opinion of the Agent, advisable to register such Stock under the provisions
of the Securities Act and to cause the registration statement relating
thereto to become effective and to remain effective for a period of 9 months
from the date such registration statement became effective, and to make all
amendments thereto or to the related prospectus or both that, in the
reasonable opinion of the Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto.
The Company agrees to use its best efforts to cause such issuer or issuers
to comply with the provisions of the securities or "Blue Sky" laws of any
jurisdiction which the Agent shall designate and to cause such issuer or
issuers to make available to its security holders, as soon as practicable,
an earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act.
7.4. PRIVATE SALES. The Company recognizes that the Agent may be unable
to effect a public sale of the Stock by reason of certain prohibitions
contained in the Securities Act, federal banking laws, and other applicable
laws, but may be compelled to resort to one or more private sales thereof to
a restricted group of purchasers. The Company agrees that any such private
sales may be at prices and other terms less favorable to the seller than if
sold at public sales and that such private sales shall not by reason thereof
be deemed not to have been made in a commercially reasonable manner. The
Agent shall be under no obligation to delay a sale of any of the Stock for
the period of time necessary to permit the issuer of such securities to
register such securities for public sale under the Securities Act, or such
other federal banking or other applicable laws, even if the issuer would
agree to do so. Subject to the foregoing, the Agent agrees that any sale of
the Stock shall be made in a commercially reasonable manner, and the Company
agrees to use its best efforts to cause the issuer or issuers of the Stock
contemplated to be sold, to execute and deliver, and cause the directors and
officers of such issuer to execute and deliver, all at the Company's
expense, all such instruments and documents, and to do or cause to be done
all such other acts and things as may be necessary or, in the reasonable
opinion of the Agent, advisable to exempt such Stock from registration under
the provisions of the Securities Act, and to make all amendments to such
instruments and documents which, in the opinion of the Agent, are necessary
or advisable, all in conformity with the requirements of the Securities Act
and the rules and regulations of the Securities and Exchange Commission
applicable thereto. The Company further agrees to use its best efforts to
cause such issuer or issuers to comply with the provisions of the securities
or "Blue Sky" laws of any jurisdiction which
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the Agent shall designate and, if required, to cause such issuer or issuers
to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act.
7.5. COMPANY'S AGREEMENTS, ETC. The Company further agrees to do or
cause to be done all such other acts and things as may be reasonably
necessary to make any sales of any portion or all of the Stock pursuant to
this ss.7 valid and binding and in compliance with any and all applicable
laws (including, without limitation, the Securities Act, the Securities
Exchange Act of 1934, as amended, the rules and regulations of the
Securities and Exchange Commission applicable thereto and all applicable
state securities or "Blue Sky" laws), regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction
over any such sale or sales, all at the Company's expense. The Company
further agrees that a breach of any of the covenants contained in this ss.7
will cause irreparable injury to the Agent and the Banks, that the Agent and
the Banks have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this ss.7
shall be specifically enforceable against the Company by the Agent and the
Company hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants.
8. MARSHALLING. Neither the Agent nor any Bank shall be required to marshal
any present or future collateral security for (including but not limited to this
Agreement and the Stock Collateral), or other assurances of payment of, the
Obligations or any of them, or to resort to such collateral security or other
assurances of payment in any particular order. All of the Agent's rights
hereunder and of the Banks and the Agent in respect of such collateral security
and other assurances of payment shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that it lawfully may, the
Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral that might cause delay in or impede the enforcement of
the Agent's rights under this Agreement or under any other instrument evidencing
any of the Obligations or under which any of the Obligations is outstanding or
by which any of the Obligations is secured or payment thereof is otherwise
assured, and to the extent that it lawfully may the Company hereby irrevocably
waives the benefits of all such laws.
9. COMPANY'S OBLIGATIONS NOT AFFECTED. The obligations of the Company
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (i) any exercise or nonexercise, or any waiver, by the Agent or
any Bank of any right, remedy, power or privilege under or in respect of any of
the Obligations or any security thereof (including this Agreement); (ii) any
amendment to or modification of the Credit Agreement, the Note, the other
Transaction Documents or any of the Obligations; (iii) any amendment to or
modification of any instrument (other than this Agreement) guarantying or
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securing any of the Obligations, including, without limitation, the Guaranties;
or (iv) the taking of additional security for, or any other assurances of
payment of, any of the Obligations or the release or discharge or termination of
any security or other assurances of payment or performance for any of the
Obligations, whether or not the Company shall have notice or knowledge of any of
the foregoing.
10. TRANSFER, ETC., BY COMPANY. Without the prior written consent of the
Agent, the Company will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge or grant any security interest in or
otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest therein provided
for in this Agreement.
11. FURTHER ASSURANCES. The Company will do all such acts, and will furnish
to the Agent all such financing statements, certificates, legal opinions and
other documents and will obtain all such governmental consents and corporate
approvals and will do or cause to be done all such other things as the Agent may
reasonably request from time to time in order to give full effect to this
Agreement and to secure the rights of the Banks and the Agent hereunder, all
without any cost or expense to the Agent or any Bank. If the Agent so elects, a
photocopy of this Agreement may at any time and from time to time be filed by
the Agent as a financing statement in any recording office in any jurisdiction.
12. AGENT'S EXONERATION. Under no circumstances shall the Agent be deemed to
assume any responsibility for or obligation or duty with respect to any part or
all of the Stock Collateral of any nature or kind or any matter or proceedings
arising out of or relating thereto, other than (i) to exercise reasonable care
in the physical custody of the Stock Collateral and (ii) after a Default or an
Event of Default shall have occurred and be continuing to act in a commercially
reasonable manner. Neither the Agent nor any Bank shall be required to take any
action of any kind to collect, preserve or protect its or the Company's rights
in the Stock Collateral or against other parties thereto. The Agent's prior
recourse to any part or all of the Stock Collateral shall not constitute a
condition of any demand, suit or proceeding for payment or collection of any of
the Obligations.
13. NO WAIVER, ETC. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the Agent, with the consent of the Majority Banks, and
the Company. No act, failure or delay by the Agent shall constitute a waiver of
its rights and remedies hereunder or otherwise. No single or partial waiver by
the Agent of any default or right or remedy that it may have shall operate as a
waiver of any other default, right or remedy or of the same default, right or
remedy on a future occasion. The Company hereby waives presentment, notice of
dishonor and protest of all instruments, included in or evidencing any of the
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Obligations or the Stock Collateral, and any and all other notices and demands
whatsoever (except as expressly provided herein or in the Credit Agreement).
14. NOTICE, ETC. All notices, requests and other communications hereunder
shall be made in the manner set forth in ss.20 of the Credit Agreement.
15. TERMINATION. Upon (a) final payment and performance in full of the
Obligations or (b) provided that no Default or Event of Default has occurred and
is continuing, the occurrence of the Guaranty Delivery Date, this Agreement
shall terminate and the Agent shall, at the Company's request and expense,
return such Stock Collateral in the possession or control of the Agent as has
not theretofore been disposed of pursuant to the provisions hereof, together
with any moneys and other property at the time held by the Agent hereunder.
16. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the Company
hereunder shall be a debt secured by the Stock Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Credit Agreement.
17. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS INTENDED TO
TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Company
agrees that any suit for the enforcement of this Agreement may be brought in the
courts of the Commonwealth of Massachusetts or any federal court sitting therein
and consents to the non-exclusive jurisdiction of such court and to service of
process in any such suit being made upon the Company by mail at the address
specified in ss.20 of the Credit Agreement. The Company hereby waives any
objection that it may now or hereafter have to the venue of any such suit or any
such court or that such suit is brought in an inconvenient court.
18. WAIVER OF JURY TRIAL. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY
SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives any
right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. The Company (i)
certifies that neither the Agent or any Bank nor any representative, agent or
attorney of the Agent or any Bank has represented, expressly or otherwise, that
the Agent or any Bank would not, in the event of litigation, seek to enforce the
foregoing waivers and (ii) acknowledges that, in entering into the Credit
Agreement and the other Transaction Documents to which the Agent is a party, the
Agent and the Banks are relying upon, among other things, the waivers and
certifications contained in this ss.18.
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19. MISCELLANEOUS. The headings of each section of this Agreement are for
convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Company and its respective successors and assigns, and shall inure to the
benefit of the Agent and the Banks and their respective successors and assigns.
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall be in no way
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid, illegal or unenforceable term had not been included herein. The
Company acknowledges receipt of a copy of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, intending to be legally bound, the Company and the
Agent have caused this Stock Pledge Agreement to be executed as of the date
first above written.
HADCO ACQUISTION CORP. II
By: _______________________________
Title:
BANKBOSTON, N.A., as Agent
By: _______________________________
Title:
The undersigned Subsidiary hereby joins in the above Agreement for the sole
purpose of consenting to and being bound by the provisions of secs.4.1, 6 and 7
thereof, the undersigned hereby agreeing to cooperate fully and in good faith
with the Agent and the Company in carrying out such provisions.
CONTINENTAL CIRCUITS CORP.
By: _______________________________
Title:
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ANNEX A TO PLEDGE AGREEMENT
None of the issuers has any authorized, issued or outstanding shares of its
capital stock of any class or any commitments to issue any shares of its capital
stock of any class or any securities convertible into or exchangeable for any
shares of its capital stock of any class except as otherwise stated in this
ANNEX A.
Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
------ ----- ------ ------ ------ ------ -----
Continental Hadco Common 3000 1000 2000 $0.01
Circuits Acquisition
Corp. Corp. II
