EXHIBIT 9.1 STOCKHOLDERS AGREEMENTStockholders Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
by and amongCredit Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
ESCROW AGREEMENT Dated as of February 14, 1997 ESCROW AGREEMENT This Escrow Agreement (this "AGREEMENT") is entered into as of February 14, 1997, by and among HCC Industries Inc., a Delaware corporation ("HCC"), the Sellers (the "SELLERS") listed on...Escrow Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
HCC INDUSTRIES INC., as IssuerHCC Industries International • July 28th, 1997 • Electronic components, nec • New York
EXHIBIT 4.3 HCC INDUSTRIES INC. 10 3/4% SENIOR SUBORDINATED NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
2.8 Section 7.12 of the Credit Agreement is deleted and "7.12 [Intentionally Omitted]," shall be substituted therefor. ----------------------Credit Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
BACKGROUNDStock Purchase and Sale Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
EXHIBIT 10.12 HCC INDUSTRIES INC. 10 3/4% SENIOR SUBORDINATED NOTES PURCHASE AGREEMENT ------------------Purchase Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
EXHIBIT 2.2 HCC INDUSTRIES INC. SUBORDINATED NOTE AGREEMENT Dated as of February 14, 1997Subordinated Note Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
W I T N E S S E T H: - - - - - - - - - -Financial Advisory Services Agreement • July 28th, 1997 • HCC Industries International • Electronic components, nec • New York
HCC Industries Inc. 4232 Temple City Blvd. Rosemead, CA 91770HCC Industries International • July 28th, 1997 • Electronic components, nec
The Windward Entities (as defined below) have retained you, Windward Capital Partners, L.P., a Delaware limited partnership ("Windward"), to provide certain consulting and advisory services ("Services") in connection with the transactions contemplated by the First Amendment and Restatement of the Stock Purchase and Sale Agreement (the "Purchase Agreement"), dated as of December 23, 1996, between the Company, Windward Capital Associates, L.P. ("Windward Associates"), Windward/Merchant, L.P. ("Windward/Merchant"), Windward/Park HCC, L.L.C. ("Windward/Park"), Metropolitan Life Insurance Company ("MetLife"), Windward/Merban, L.P. (collectively with Windward, Windward Associates, MetLife, Windward/Merchant and Windward/Park, the "Windward Entities"), HCC Windward L.L.C., and each of the stockholders of the Company set forth on the signature pages thereto, as contemplated in Exhibit B of the Purchase Agreement. We understand that the Services include, without limitation, advice with respect
