Exhibit 10.22
MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT (this "Agreement") is made and entered into
as of the 28th day of March 2006 by THAYER EQUITY INVESTORS IV, L.P. (the
"Investor"), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking
association in its capacity as administrative agent (in such capacity and
together with its successors and assigns in such capacity, the "Agent"), for
itself and the lending institutions from time to time party to the Financing
Agreement (defined below) (collectively and together with their respective
successors and assigns, the "Lenders").
RECITALS:
A. The Agent, Lenders and SUNTRON CORPORATION, a Delaware corporation,
K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas
limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA,
INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation,
RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a
Delaware corporation (collectively, the "Borrowers") entered into a certain
Financing Agreement bearing event date herewith (as the same may be amended,
modified, restated or supplemented from time to time, the "Financing
Agreement").
B. As a condition precedent to the effectiveness of the Financing
Agreement, the Agent has required that the Investor execute and deliver this
Agreement.
D. The Investor is a shareholder of Suntron Corporation and, as such,
expects to derive benefits from the Amendment and from the credit accommodations
extended to the Borrowers pursuant to the Financing Agreement, and finds it in
its best interests to execute and deliver this Agreement to the Agent.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises herein set forth and
for other good and valuable consideration, the nature, receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined in this
Agreement shall have the meanings given such terms in the Financing Agreement.
For purposes of this Agreement, the following terms shall have the following
meanings:
"Required Capital Contributions" means some combination of (a) one or
more unrestricted cash contributions to the capital of one or more of the
Borrowers made by the Investor, and/or (b) one or more Qualified
Subordinated Loans made by the Investor to one or more of the Borrowers, in
each case as required under Section 2 below, in any or all cases, in an
aggregate amount not to exceed $5,000,000 during the term of this
Agreement.
"Qualified Subordinated Loan" shall mean a loan or other financial
accommodation (excluding interest paid in kind) extended by any Person to
one or more of the Borrowers which is subordinated in right of payment and
security to the Obligations pursuant to the terms of a written
subordination agreement (substantially equivalent to the Subordination
Agreement bearing even date herewith executed by the Investor in favor of
the Agent), the proceeds of which loan or other financial accommodation
have been delivered to the applicable Borrower(s) in the form of cash or
cash equivalents.
2. Contributions to Capital. The Investor agrees to make, and the
applicable Borrower(s) agree(s) to accept, Required Capital Contributions in
respect of the applicable 12 Month Period (or shorter period prior to July 3,
2006, as applicable) in an amount sufficient to cause (via an addition to
Adjusted EBITDAR in the amount of such Required Capital Contributions) the
Borrowers to comply with Section 2 of Schedule 10.28 to the Financing Agreement
as of the last day of each Fiscal Quarter. Notwithstanding the foregoing or any
other provision of this Agreement to the contrary, the Agent acknowledges and
agrees that the Investor's obligation to make Required Capital Contributions
hereunder shall be limited to an aggregate amount of $5,000,000 during the term
of this Agreement. The Agent further acknowledges and agrees that, regardless of
whether other "Events of Default" (as defined therein) have occurred and are
continuing under the Financing Agreement, in no event shall the Investor be
obligated to make any Required Capital Contributions hereunder if the Borrowers
have fully complied with Section 2 of Schedule 10.28 to the Financing Agreement
as of the last day of the applicable Fiscal Quarter for the applicable 12 Month
Period (or shorter period prior to July 3, 2006, as applicable).
3. Timing of Required Capital Contributions. The Required Capital
Contributions shall be made within forty-five (45) days following the last day
of each Fiscal Quarter, unless the last day of such Fiscal Quarter is the same
as the fiscal year end, and in such case, ninety (90) days following such fiscal
year end.
4. Specific Performance and Liquidated Damages. The Investor
acknowledges and agrees that if a Maintenance Event of Default (as defined in
Section 10 below) has occurred and is continuing hereunder, the Agent, for
itself and on behalf of the Lenders, shall have the non-exclusive right to
obtain specific performance of the obligation of the Investor to make the
Required Capital Contributions. If specific performance is not a remedy then
available to the Agent and the Lenders for any reason, the Agent and the Lenders
will suffer damages in an amount which, due to the special nature of the
transaction contemplated by this Agreement, will be impracticable or extremely
difficult to ascertain. Determination of such damages would necessitate
determinations of value which would be based upon speculative determination of
the value of assets of the Borrowers and the capacity of assets of the Borrowers
to pay the Obligations and other Indebtedness of the Borrowers. Such damages are
uncertain and incapable of estimation as of the date of this Agreement and shall
remain so to the date of the occurrence of any Maintenance Event of Default
hereunder. The Investor, the Agent and the Lenders hereby acknowledge and agree
that (a) an amount equal to the lesser of (i) the full amount of each Required
Capital Contribution that has not been made by the Investor and (ii) the
then-outstanding balance of the Obligations, represents a reasonable estimate of
the damages which the Agent and the Lenders will sustain upon the occurrence of
an Maintenance Event of Default hereunder, and (b) such lesser amount will be
the full, agreed and liquidated damages resulting from the occurrence of any
Maintenance Event of Default hereunder. The payment of such amount is intended
to constitute liquidated damages to the Agent and the Lenders and shall not be
deemed to constitute a forfeiture or penalty. Upon receipt by the Agent, such
amount may, in the sole discretion of the Agent, be applied to the Obligations
when and as due; provided, however, that such amount, if so applied, may not be
reborrowed by any Borrower under the Financing Agreement.
5. Representations and Warranties. The Investor hereby represents and
warrants as follows:
(a) The execution, delivery and performance of this Agreement will not
result in any violation of, or be in conflict with or constitute a default
under, any agreement or under any law, statute, regulation or ordinance
applicable to the Investor or result in the creation of any Lien upon any
properties or assets of the Investor.
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(b) This Agreement has been duly executed and delivered by the
Investor, and constitutes a legal, valid and binding obligation of the
Investor, enforceable against the Investor in accordance with its terms.
(c) No consent or authorization of, filing with or other act by or in
respect of, any governmental authority and no consent of any other Person
(including, without limitation, any creditor of the Investor) is required
in connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
6. Special Account. All Required Capital Contributions shall be made
by Investor via wire transfer directly into the Special Account.
7. Unconditional Obligations, Waivers of Defenses. The obligations of
the Investor under this Agreement shall be absolute and unconditional under any
and all circumstances, and shall not be to any extent or in any way discharged,
impaired or otherwise affected except by performance in full. Without limiting
the generality of the foregoing, such obligations shall not be affected by: (a)
any lack of validity or enforceability of the Financing Agreement or any other
Loan Document, (b) any amendment of or addition or supplement to, or any waiver
or consent with respect to, the Financing Agreement or any other Loan Document,
(c) any exercise or nonexercise of any right, power or remedy under or in
respect of the Financing Agreement or any other Loan Document (d) any exchange,
release or nonperfection of all or any portion of the Collateral, or any other
action or omission to act with respect to all or any portion of the Collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty for all or any of the Obligations, or any other release, extension,
settlement, compromise, indulgence or other action, inaction, change, waiver or
omission under or in respect of the Financing Agreement or any other Loan
Document, (e) the value of all or any portion of the Collateral regardless of
the manner of determining such value, (f) the subordination of the payment of
the Obligations or any part thereof to the payment of any other Indebtedness
which may at the time be due or owing by the Borrowers (or any of them) to the
Agent or the Lenders or to any other Person, (g) any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition,
dissolution or other similar proceeding involving any Borrower or the Investor,
(h) any "Event of Default" (as defined therein) under the Financing Agreement
whether or not the Obligations shall have become, or been declared, due and
payable (i) any claim, abatement, reduction, limitation, impairment,
termination, set-off, defense, counterclaim or recoupment whatsoever or any
right to any of the foregoing (including, but not limited to, claims,
abatements, reductions, limitations, impairments, terminations, set-offs,
defenses, counterclaims or recoupment for or on account of any past, present or
future Indebtedness of any Borrower to the Investor or which may be asserted by
any Borrower against the Agent or the Lenders, whether or not arising under this
Agreement and whether or not arising out of any action or nonaction on the part
of such Borrower, the Agent or the Lenders, including any disposition of any
assets of such Borrower, pursuant to requirements of any governmental authority,
actions of judicial receivers or trustees or otherwise, and whether or not
arising from willful or negligent acts or omissions), (j) any failure on the
part of any Borrower to perform its duties and obligations under this Agreement,
(k) any other circumstances which constitutes or might be construed to
constitute, an equitable or legal discharge of the Borrowers (or any of them)
for the Obligations, or of the Investor under this Agreement, in bankruptcy or
in any other instance, (l) any action or thing which might, but for this
provision of this Agreement, be deemed a legal or equitable discharge of a
surety or guarantor, other than irrevocable making of the Required Capital
Contributions or the liquidated damage amount specified in this Agreement, or
(m) any other circumstance, happening, condition or event whatsoever, whether or
not similar to any of the foregoing; whether or not the Investor shall have
notice or knowledge of any of the foregoing or shall have consented to any of
the foregoing.
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8. Waivers. The Investor hereby irrevocably waives, to the extent that
it may do so under applicable law: (a) any defense based on the adequacy of a
remedy at law which may be asserted as a bar to the remedy of specific
performance in any action brought against the Investor for specific performance
of this Agreement by Agent, for itself and on behalf of the Lenders, or for the
benefit of the Agent and the Lenders by a receiver or trustee appointed for any
Borrower or in respect of all or a substantial part of any Borrower's assets
under the bankruptcy or insolvency laws of any jurisdiction to which such
Borrower is, or its assets are, subject, (b) all statutes of limitations as a
defense to any action or proceeding brought against the Investor by the Agent,
for itself and on behalf of the Lenders under this Agreement, to the fullest
extent permitted by law, (c) any right the Investor may have to require the
Agent or the Lenders to proceed against the Borrowers (or any of them), proceed
against or exhaust any security held from the Borrowers (or any of them), or
pursue any other remedy in the Agent's or the Lenders' power to pursue, (d) any
defense based on any claim that the Investor's obligations hereunder exceed or
are more burdensome than those of the Borrowers under the Financing Agreement or
the other Loan Documents (as defined in the Financing Agreement), (e) any
defense based on (i) any legal disability of any Borrower, (ii) any release,
discharge, modification, impairment or limitation of the liability of any
Borrower to the Agent or the Lenders from any cause, whether consented to by the
Agent and/or the Lenders or arising by operation of law or from any bankruptcy
or other voluntary or involuntary proceeding, in or out of court, for the
adjustment of debtor creditor relationships ("Insolvency Proceeding") and (iii)
any rejection or disaffirmance of this Agreement or the obligations hereunder,
or the Obligations, or any portion thereof, or any security held therefor, in
any such Insolvency Proceeding; (f) any defense based on any action taken or
omitted by the Agent or the Lenders in any Insolvency Proceeding involving any
Borrower, including any election to have the Agent's claims allowed as being
secured, partially secured or unsecured, any extension of credit by the Agent
and the Lenders to the Borrowers (or any of them) in any Insolvency Proceeding,
and the taking and holding by the Agent and the Lenders of any security for any
such extension of credit, (g) all presentments, demands for performance, notices
of nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance of this Agreement and of the existence, creation, or incurring of new
or additional indebtedness, and demands and notices of every kind, (h) any
defense based on or arising out of any defense that the Borrowers (or any of
them) may have to the payment or performance of the Obligations or any part of
them; and (i) any defense based on or arising out of any action of the Agent or
the Lenders under this Agreement, the Financing Agreement or any of the Loan
Documents (as defined in the Financing Agreement).
9. Non-Reliance on Agent or Lenders. The Investor hereby warrants and
represents to the Agent and the Lenders that: (a) the Investor now has, and will
continue to have, independent means of obtaining information concerning the
affairs, financial condition and business of each Borrower, (b) the Investor is
familiar with the financial condition of each Borrower and has independently
evaluated such financial condition, (c) the Investor is not in any way relying
on any representations made by the Agent or the Lenders as to any Borrower, the
Obligations, the Loan Documents or any collateral security therefore or other
guarantors or endorsers, co-singers or sureties thereof or any related matters,
and (d) the Investor has had an opportunity to review the Financing Agreement,
the Amendment and all of the other Loan Documents. Neither the Agent nor the
Lenders shall have any duty or responsibility to provide the Investor with any
credit or other information concerning the affairs, financial condition or
business of any Borrower which may come into the Agent's or any Lender's
possession.
10. Events of Default; Remedies. Any one or more of the following
events shall constitute a "Maintenance Event of Default" under this Agreement:
(a) if the Investor shall fail to pay, when and as due, any Required Capital
Contribution and such failure shall continue for five (5) days; (b) if the
Investor shall fail to perform any other of the Investor's obligations in this
Agreement, and such failure shall continue for fifteen (15) days, (c) if any
warranty or statement made or information provided
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by the Investor in connection with this Agreement is untrue or misleading in any
material respect on the date made; (d) if Investor shall, at any time, fail to
have committed capital in an aggregate minimum amount equal to $5,000,000 less
the sum of all Required Capital Contributions (if any) actually made by the
Investor during the term of this Agreement, as determined based on the most
recent information made available by the Investor to the Agent pursuant to
Section 20 below; or (e) the Investor shall become insolvent or generally fail
to pay, or admit in writing its inability to pay, its debts as they mature or
apply for or consent to the appointment of a trustee or other custodian for its
properties, or make a general assignment for the benefit of creditors, or any
bankruptcy, reorganization, debt arrangement or other proceeding under any
bankruptcy or insolvency law, is instituted by or against the Investor. Upon the
occurrence of any Maintenance Event of Default hereunder, the Agent, for itself
and on behalf of the Lenders, may exercise any of its rights and remedies
available at law or in equity (including, without limitation, the rights and
remedies described in Section 4 above). The Investor and the Borrowers each
expressly acknowledge and agree that the occurrence of any Maintenance Event of
Default hereunder shall constitute an "Event of Default" (as defined therein)
under the Financing Agreement.
11. Expenses. The Investor agrees to pay or reimburse (or cause the
Borrowers to pay or reimburse) the Agent and the Lenders on demand for all
out-of-pocket expenses (including in each case all reasonable attorneys' fees
and expenses of counsel) incurred by the Agent or the Lenders in connection with
enforcement of this Agreement.
12. Consideration and Reliance. The Investor acknowledges that the
Agent and the Lenders have relied upon and will continue to rely hereafter upon
the Investor's undertakings herein in making or maintaining the advances under
the Financing Agreement. The Investor acknowledges that the making or
maintenance of such advances by the Agent and the Lenders produces economic
benefit to the Investor, and that the Investor will receive consideration as the
result of the making or maintaining of such advances.
13. Miscellaneous. This Agreement supersedes and merges into it all
prior agreements and understandings between the Investor, the Agent and the
Lenders, whether oral or written, with respect to the subject matter of this
Agreement. No delay or failure by the Agent or the Lenders in the exercise of
any right or remedy shall constitute a waiver thereof and no single or partial
exercise by the Agent or the Lenders of any right or remedy shall preclude other
or further exercise of any other right or remedy. This Agreement shall be
binding upon the Investor and the Investor's successors, transferees and assigns
and shall inure to the benefit of, and be enforceable by, the Agent, for itself
and on behalf of the Lenders, and its successors, transferees, and assigns. Any
invalidity or unenforceability of any provision or application of this Agreement
shall not affect other lawful provisions and applications hereof and to this end
the provisions of this Agreement are declared to be severable.
14. No Third Party Beneficiaries. The Investor, the Agent and the
Lenders have agreed that there are no intended third party beneficiaries of this
Agreement, and specifically, that the Borrowers and their respective affiliates,
successors and assigns are not third party beneficiaries.
15. GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.
16. CONSENT TO JURISDICTION. AT THE OPTION OF THE AGENT, FOR ITSELF
AND ON BEHALF OF THE LENDERS, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL
COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY OR
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RAMSEY COUNTY, MINNESOTA; AND THE INVESTOR, THE AGENT AND THE LENDERS CONSENT TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE
IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER OR THE AGENT, FOR
ITSELF AND ON BEHALF OF THE LENDERS, COMMENCES ANY ACTION IN ANOTHER
JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE OTHER PARTY AT
ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.
17. WAIVER OF TRIAL BY JURY. EACH OF THE INVESTOR, THE AGENT AND THE
LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
18. Continuing Agreement; Reinstatement. This Agreement shall in all
respects be a continuing agreement and, subject to Section 19 below, shall
remain in full force and effect (notwithstanding, without limitation, the
dissolution of the undersigned or that at any time or from time to time all of
the Obligations may have been paid in full) until such time as (a) all of the
Obligations (other than contingent indemnification obligations to the extent no
unsatisfied claim giving rise thereto has been asserted) have been paid in full
in cash, and (b) any commitment on the part of the Agent and the Lenders to
extend further financial accommodations to the Borrowers (or any of them) has
been terminated. This Agreement shall continue to be effective, or be
reinstated, as the case may be, if at any time any payment, or any part thereof,
on account of any of the Obligations is invalidated, declared to be fraudulent
or preferential, set aside, rescinded or must otherwise be restored or returned
by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation,
dissolution or reorganization of any Borrower or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for any Borrower, or any substantial part of its property, or otherwise,
all as though such payment had not been made.
19. Release of Agreement. The Investor may, at any time after March
31, 2007, and not more than once during any fiscal quarter of the Borrowers,
request that the Agent release this Agreement by providing the Agent with
written notice of the same (each, a "Release Request"). If such a request is
made, the Agent agrees to release this Agreement on or before the Release Date
(defined below) provided that all of the following conditions have been
satisfied:
(a) Unaudited financial statements of the Borrowers required under
Section 8.5 of the Financing Agreement, for the period of four (4)
consecutive Fiscal Quarters ending on, or most recently ended prior to, the
date of such Release Request (or, if the Fiscal Quarter ending on or most
recently ended prior to the date of such Release Request is the last Fiscal
Quarter of any Fiscal Year of the Borrowers, the audited financial
statements for the Borrowers required under Section 8.7 of the Financing
Agreement the Fiscal Year ending on, or most recently ended prior to, the
date of such Release Request) have been received by the Agent, and based on
the information contained in such financial statements, the Adjusted Fixed
Charge Coverage Ratio (as defined in the Financing Agreement) as of last
day of the Fiscal Quarter ending on or most recently ended prior to, the
date of such Release Request, for said period of four (4) consecutive
Fiscal Quarters, is no less than 1.25 to 1.0;
(b) no "Default" or "Event of Default" (as those terms are defined in
the Financing Agreement) shall have occurred and be continuing as of the
date of such Release Request; and
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(c) the Investor shall have provided the Agent, and shall have caused
the Borrowers to have provided the Agent, with such information as the
Agent may reasonably request to confirm that the conditions set forth in
subsections (a) and (b) above have been satisfied.
For purposes of this Section 19, the term "Release Date" shall mean
the date which is five (5) days after the date on which the Agent has received
all documentation and other information reasonably necessary to determine that
all of the foregoing conditions have been satisfied and has confirmed such
satisfaction to the Borrowers in writing.
20. Evidence of Minimum Liquidity. The Investor agrees to deliver to
the Agent, from time to time, promptly following Agent's request therefor, a
sworn affidavit or other evidence reasonably acceptable to the Agent
substantiating that the Investor has committed capital in an aggregate minimum
amount equal to $5,000,000 less the sum of all Required Capital Contributions
(if any) actually made by the Investor during the term of this Agreement.
21. Termination. This Agreement shall terminate upon the earliest to
occur of: (i) the date on which the aggregate Required Capital Contributions
paid by the Investor, and received by the Borrowers, in accordance with the
terms of this Agreement equal $5,000,000; (ii) the Release Date (as defined in
Section 19) or (iii) payment in full, in cash, of all Obligations and the
termination of the Financing Agreement; provided, however, that this Agreement
shall continue to be effective, or be reinstated, as the case may be, if at any
time the aggregate Required Capital Contributions paid by the Investor, and
received by the Borrowers, in accordance with the terms of this Agreement is
less than $5,000,000 and any payment, or any part thereof, on account of any of
the Obligations is invalidated, declared to be fraudulent or preferential, set
aside, rescinded or must otherwise be restored or returned by the Agent or the
Lenders upon the insolvency, bankruptcy, liquidation, dissolution or
reorganization of any Borrower or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for any
Borrower, or any substantial part of its property, or otherwise, all as though
such payment had not been made.
[Remainder of page intentionally left blank;
Signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year first above written.
THAYER EQUITY INVESTORS IV, L.P.
By: TC Equity Partners IV, L.L.C.,
its general partner
By: Thayer Management Partners, L.L.C.,
its managing member
By /s/ Douglas P. McCormick
-------------------------------------
Its Managing Partner
Address:
c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Rona Kennedy
Facsimile No.: (202) 371-0391
Acknowledged and Accepted as of
the day and year first written above:
U.S. BANK NATIONAL ASSOCIATION,
a national banking association
By: /s/ Christopher J. Schaaf
---------------------------------
Christopher J. Schaaf, Vice
President
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ACKNOWLEDGMENT OF BORROWERS
The undersigned, SUNTRON CORPORATION, a Delaware corporation, K*TEC
OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited
partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a
Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM
ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a
Delaware corporation (collectively, the "Borrowers"), hereby acknowledge receipt
of a copy of the foregoing Maintenance Agreement (the "Agreement"). Capitalized
terms not otherwise defined herein shall have the meanings specified in the
Agreement. Each Borrower hereby waives notice of acceptance of the Agreement by
the Agent and the Lenders and agrees to be bound by the terms and provisions
thereof, to accept all payments of Required Capital Contributions due from the
Investor pursuant to terms and provisions thereof, and to do every other act and
thing necessary or reasonably appropriate to carry out such terms and
provisions. Each Borrower represents and warrants to the Agent and the Lenders
that no shareholder agreement, voting trust or other similar agreement binding
upon such Borrower or the holder of any ownership interest in such Borrower will
be violated by the payment of Required Capital Contributions by the Investor, or
by the acceptance of the same by such Borrower, in each case pursuant to the
terms and provisions of the Agreement.
SUNTRON CORPORATION, a Delaware
corporation
By: /s/ Thomas B. Sabol
------------------------------------
Name: Thomas B. Sabol
Title: Chief Financial Officer
K*TEC OPERATING CORP.,
a Delaware Corporation
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Vice President
SUNTRON GCO, L.P.,
a Texas limited partnership
By: RodniC LLC, a Texas limited
liability company, its general
partner
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Chief Accounting Officer
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EFTC OPERATING CORP.,
a Delaware corporation
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Vice President
SUNTRON-IOWA, INC.,
a Delaware corporation
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Vice President
CURRENT ELECTRONICS, INC.,
a Oregon corporation
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Vice President
RM ELECTRONICS, INC.,
a New Hampshire corporation
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Vice President
SUNTRON -KANSAS, INC.,
a Delaware corporation
By: /s/ James A. Doran
------------------------------------
Name: James A. Doran
Title: Vice President
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