EXHIBIT 10.60
STOCK PURCHASE AND REDEMPTION AGREEMENT
THIS STOCK PURCHASE AND REDEMPTION AGREEMENT (this "Agreement") is entered
into on this 21st day of June, 1999, by and among GEORGE McCAULEY, an individual
("McCauley"), MAGNETRAN, INC., a New Jersey corporation (the "Company")
(McCauley and the Company together sometimes collectively referred to as the
"Buyer"), and PLASMA-THERM, INC., a Florida corporation (the "Seller").
RECITALS
Seller is the owner of a total of 100 shares (the "Shares") of capital
stock of the Company, such Shares representing all of the issued and outstanding
capital stock of the Company. McCauley wishes to purchase five of the Shares,
the Company wishes to redeem 95 of the Shares, and the Seller wishes to sell the
Shares, all in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I.
STOCK PURCHASE
1.1 SHARES.
(a) At the Closing (as defined in Article VIII), Seller shall
deliver to McCauley a duly executed stock certificate representing five (5)
of the Shares, which certificate shall be delivered free and clear of all
encumbrances, liens and security interests, endorsed in blank by the Seller
and accompanied by revenue stamps evidencing the payment of all stock
transfer taxes, if applicable.
(b) At the Closing (as defined in Article VIII), Seller shall
deliver to the Company a duly executed stock certificate representing
ninety-five (95) of the Shares, which certificate shall be delivered free
and clear of all encumbrances, liens and security interests, duly endorsed
in blank by the Seller and accompanied by revenue stamps evidencing the
payment of all stock transfer taxes, if applicable.
1.2 PURCHASE PRICE. The total purchase price for the Shares shall
be $1,100,000 (the "Purchase Price"), payable as follows:
(a) $55,000 in cash, or certified or bank check of McCauley
at Closing (the "Cash Payment");
(b) $245,000 in cash, or certified or bank check of the
Company at Closing (the "Cash Payment"); and
(c) $800,000 in the form of a promissory note of the Company
(the "Note"), in substantially the form attached hereto as Exhibit A.
ARTICLE II.
SECURITY/SUBORDINATION
The Note shall be secured by a Stock Pledge and Security Agreement in
substantially the form attached hereto as Exhibit B. The Note may be
subordinated only to bank debt which the Company may incur in connection with
the financing of the transactions contemplated hereunder.
ARTICLE III.
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents to Buyer that the following statements are true and
correct as of the date hereof:
3.1 CORPORATE STANDING. The Company has been incorporated and is
validly existing and in good standing under the laws of the State of New Jersey.
The Company is duly qualified to own its property and carry on the business now
being conducted by it. The Company has all necessary corporate power and
authority to own and use the property and to transact the business in which it
is engaged, and holds all necessary franchises, licenses and permits required
therefor.
3.2 SELLER'S SHARES. Seller is the sole owner of the Shares,
which are free and clear of all liens, pledges, encumbrances, charges,
agreements or claims by or on the part of any person, firm or corporation.
Seller has full right and legal capacity to enter into this Agreement and to
sell, assign, transfer and deliver the Shares to Buyer. No right or option to
purchase the Shares exists in favor of any person, firm or corporation.
3.3 CAPITALIZATION. The total authorized capital stock of the
Company is 1,000 shares, $.01 par value, of which 100 shares are issued and
outstanding, with no shares held by the Company in its treasury. All of the
Shares have been validly issued and are fully paid and non-assessable.
3.4 FINANCIAL STATEMENTS. The balance sheet and income statement
(together, the "Financial Statements") of the Company as of August 31, 1998,
attached hereto as Exhibits C and D, respectively, although unaudited,
accurately reflect the financial condition of the Company, except for the
following adjustments that will occur or be made with respect to the Company and
the Financial Statements at or before the Closing:
The following intercompany items, which are shown on the
Financial Statements as receivables to Seller and payables to the Company, will
be forgiven by Seller:
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(a) 1997 federal taxes in the amount of $169,729; and
(b) Beginning intercompany account balance of $171,852.
ARTICLE IV.
COVENANTS OF SELLER
Seller will not sell or grant any right or option to any person, firm or
corporation to purchase or otherwise acquire from it the Shares, or any part
thereof, prior to the Closing of this Agreement.
ARTICLE V.
BUYER'S AND COMPANY'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller, as of the date hereof and as of
the Closing Date (as defined in Article VIII), that it has the legal capacity
and full power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby, and that the Note, Stock Pledge and Security
Agreement, and other instruments made by it pursuant to this Agreement are valid
and binding obligations, enforceable against McCauley or the Company, as
applicable, in accordance with their terms.
ARTICLE VI.
COVENANTS OF BUYER
6.1 KEY-MAN LIFE INSURANCE. Buyer covenants to cause the Company
to purchase a key-man life insurance policy covering McCauley's life, with a
minimum face amount of $1,000,000, and to complete a collateral assignment of
the policy to the Seller for the Seller's benefit, which collateral assignment
shall remain in effect so long as any principal or interest remains unpaid on
the Note.
6.2 USE OF NAME "MAGNETRAN, INC.". The Company covenants that,
until such time as all outstanding principal and interest on the Note has been
paid, the Company shall continue to use and operate under the name "Magnetran,
Inc."
6.3 QUARTERLY AND ANNUAL FINANCIAL STATEMENTS. Buyer covenants,
following the Closing, to provide Seller with copies of (a) the Company's
quarterly balance sheets and income statements within 15 days after the end of
each fiscal quarter, and (b) the Company's annual balance sheets and income
statements within 45 days after the end of each fiscal year, so long as any
principal or interest remains unpaid on the Note.
ARTICLE VII.
BROKERAGE
Buyer represents to Seller that it has not retained or employed anyone to
act as broker or finder in connection with the transactions contemplated hereby.
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ARTICLE VIII.
CLOSING
The Closing shall take place on or before January 31, 1999, at the offices
of Foley & Lardner, 100 North Tampa Street, Suite 2700, Tampa, Florida, 33602,
or such other date as shall be mutually agreeable to the parties. The date fixed
for Closing in accordance with the provisions of this Article shall be called
the "Closing Date".
8.1 COOPERATION. The parties agree to cooperate with each other
and execute such further documents and diligently pursue all actions needed to
duly complete the title examinations and transfer good and marketable title
under this Agreement.
8.2 ACKNOWLEDGMENT BY PARTIES.
(a) The parties acknowledge that Foley & Lardner has acted
only as counsel to Seller in connection with the transactions
contemplated by this Agreement. Buyer shall have no responsibility to
pay the legal fees of Foley & Lardner, which fees shall be paid by
Seller only. Buyer shall, however, be responsible for paying its
incidental closing expenses.
(b) The parties acknowledge that Kulzer & DiPadova, P.A. has
acted only as counsel to Buyer in connection with the transactions
contemplated by this Agreement. Seller shall have no responsibility to
pay the legal fees of Kulzer & DiPadova, P.A., which fees shall be
paid by Buyer only. Seller shall, however, be responsible for paying
its incidental closing expenses.
8.3 RESIGNATION OF RONALD H. DEFERRARI. At the Closing, Ronald H.
DeFerrari will resign from his positions as President, Secretary and Treasurer
of the Company. McCauley will be the new President of the Company, and, as such,
will execute the Note and the Stock Pledge and Security Agreement on behalf of
the Company at Closing.
ARTICLE IX.
THE COMPANY
9.1 Buyer has reviewed and acknowledges receipt of the corporate
records of the Company.
ARTICLE X.
THE SHARES
10.1 FEDERAL SECURITIES LAWS.
(a) The Shares sold hereby have not been registered under
the Securities Act of 1933, as amended, or the securities laws of
certain states, and are being offered and sold in reliance on
exemptions from the registration requirements of said Act and such
laws. These Shares are subject to restrictions on transferability and
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resale and may not be transferred or resold except as permitted under
the Securities Act of 1933, as amended, and applicable state
securities laws, pursuant to registration or exemption therefrom. The
Buyer should be aware that he will be required to bear the financial
risks of this investment for an indefinite period of time.
(b) These Shares have not been recommended, approved or
disapproved by any federal or state securities commission or other
regulatory authority.
10.2 FLORIDA SECURITIES LAWS.
The Shares referred to herein will be sold to, and acquired by, the Buyer
in a transaction exempt under Section 517.061 11(a) of the Florida Securities
Act. The Shares have not been registered under said Act in the State of Florida.
In addition, all Florida residents shall have the privilege of voiding the
purchase within three days after the first tender of consideration is made by
the Buyer to the Seller, an agent of the Seller, or an escrow agent or within
three days after the availability of that privilege is communicated to such
Buyer, whichever occurs later.
ARTICLE XI.
NON-EXCLUSIVE PURCHASE ARRANGEMENT BETWEEN BUYER AND SELLER
The parties agree that, following the Closing, Seller will purchase from
Buyer on a non-exclusive basis some or all of the power conversion equipment
used by Seller in its business. Buyer agrees that Seller will receive "most
favored customer" considerations and that, for similar orders with respect to
product and volume, Buyer will not offer to other parties more favorable pricing
terms than those offered to Seller.
ARTICLE XII.
INDEMNIFICATION
Buyer agrees to indemnify and hold harmless Seller, and its successors and
assigns, from and against all claims asserted against, resulting to, imposed
upon, or incurred by Seller, directly or indirectly, by reason of, arising out
of or resulting from:
(i) the inaccuracy or breach of any representation, warranty or covenant of
Buyer contained in or made pursuant to this Agreement; and
(ii) any action or omission of McCauley, the Company, or any of their
respective employees, agents or representatives, with respect to the business or
operations of the Company following the Closing.
ARTICLE XIII.
CONDITION TO CLOSING
The Closing is contingent upon the following events:
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1. The parties shall have received the approval of the New
Jersey Department of Environmental Protection (DEP), with respect to the
transactions proposed herein, as required under the New Jersey Industrial Site
Recovery Act (ISRA). The parties acknowledge and agree that the Buyer shall be
solely responsible for all costs and expenses incurred in connection with
obtaining DEP approval. Further, if the required DEP approval has not been
obtained by April 30, 1999, Seller shall have the right and option to
immediately terminate this Agreement upon written notice to Buyer.
2. Seller shall have received written confirmation from the
Securities and Exchange Commission (SEC) that Seller will be permitted to use
pooling treatment with respect to a certain potential acquisition transaction
after taking into consideration the sale of the Shares to Buyer.
ARTICLE XIV.
MISCELLANEOUS
14.1 AMENDMENTS. This Agreement sets forth the entire
understanding of the parties and supersedes any and all prior agreements
relating to the subject matter hereof. The Agreement may not be changed or
terminated orally and no waiver of compliance with any provision or condition
hereof and no consent provided for herein shall be effective unless signed in
writing by the party sought to be charged.
14.2 NOTICE. Any notice, report, demand or waiver required or
permitted under this Agreement shall be in writing and be given by certified
mail, return receipt requested, addressed to the parties at the addresses set
forth below, or such other address as each party may give the other in writing
pursuant to the provisions of this Section:
If to McCauley and/or the Company: George McCauley
134 Route 73
Voorhees, New Jersey 08043
With copies to: Kulzer & DiPadova, P.A.
76 Euclid Ave., Third Floor
Haddonfield, NJ 08033
Attn: James B. Evans, Jr., Esq.
If to Seller: Plasma-Therm, Inc.
10050 16th Street North
St. Petersburg, Florida 33716
Attn: Stacy Wagner
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With copies to: Foley & Lardner
101 North Tampa Street
Suite 2700
Tampa, Florida 33602
Attn: Martin A. Traber, Esq.
14.3 TAX STATUS. It is understood that neither Seller nor Buyer
has made any representation to the other as to the tax status or effect of the
transactions contemplated by this Agreement and each is taking separate counsel
as to such matters.
14.4 EXPENSES TO PARTIES. Buyer and Seller shall each be
responsible for their respective closing and transfer expenses in connection
with the transactions contemplated under this Agreement.
14.5 GOVERNING LAW. This Agreement is being delivered and is
intended to be performed in the State of Florida and shall be governed by the
laws of Florida.
14.6 FURTHER ASSURANCES. The parties each agree that they will,
at the request of the other, execute and deliver all such further documents as
the other may reasonably request to effectuate the transactions contemplated by
this Agreement.
14.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
14.8 SUCCESSORS AND ASSIGNS. The rights and obligations of the
parties to this Agreement shall inure to the benefit of and shall be binding
upon the heirs, personal representatives, successors and assigns, as applicable,
of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WITNESSES: "McCauley":
/s/ GEORGE MCCAULEY
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George McCauley
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ATTEST: "SELLER":
PLASMA-THERM, INC.
/s/ KATHERINE BARTZOFF By:/s/ STACY L. WAGNER
- ---------------------- ----------------------
Stacy L. Wagner
Its: VICE PRESIDENT AND SECRETARY
----------------------------
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ATTEST: "COMPANY":
MAGNETRAN, INC.
By:/s/ GEORGE MCCAULEY
- ---------------------- --------------------
Its: GENERAL MANAGER
--------------------
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FLORIDA DOCUMENTARY STAMP TAX
REQUIRED BY LAW
IN THE AMOUNT OF $2,800.00
HAS BEEN PAID OR WILL BE PAID
DIRECTLY TO THE DEPARTMENT OF REVENUE
CERTIFICATE OF REGISTRATION
#390473800-39-002
PROMISSORY NOTE
VORHEES, NEW JERSEY JUNE 30, 1999
$800,000.00
FOR VALUE RECEIVED, the undersigned (hereinafter the "Maker") hereby
promises to pay to the order of Plasma-Therm, Inc., a Florida corporation (the
"Payee") at 10050 16th Street North, St. Petersburg, Florida 33716, or at such
other place as may be designated in writing by Payee, or to the holder hereof,
the principal sum of Eight Hundred Thousand Dollars ($800,000.00) together with
interest on the outstanding principal balance hereof at the rate provided
herein. The principal amount of this Note shall be amortized over an
amortization period of 15 years in approximately equal monthly installments of
principal and interest, beginning on July 1, 1999, as set forth in the
Amortization Schedule attached hereto as Exhibit A. Payments of principal and
interest shall be made over 60 months as set forth in the Amortization Schedule.
Upon the conclusion of said 60-month period, Maker shall immediately pay all
outstanding principal, together with all then accrued and unpaid interest
hereunder. Interest shall accrue on the unpaid principal balance at a rate of 7%
per annum for the first 12 months of the Note, with the rate of interest
increasing by 0.25% each year thereafter, as reflected on the Amortization
Schedule. At the end of such 60-month period, after taking into consideration
all of the relevant business conditions then in existence, Payee may consider
refinancing the outstanding balance of the Note for an additional three-year
period. If Payee elects to refinance the balance of the Note, the terms of such
refinancing will be negotiated at that time.
Maker waives presentment, notice of non-payment, dishonor and protest.
In the event Maker defaults with respect to any of the payments due
hereunder, the holder, at its option, shall be entitled to accelerate the
balance owing under this Note, and all such principal sums together with accrued
interest shall be immediately due and payable.
In addition to a default caused by Maker's failure to make any of the
payments due hereunder, the following shall also constitute events of default
upon which the holder shall be entitled to accelerate the balance owing and
immediately collect all amounts of principal and accrued interest:
1. Failure of Magnetran, Inc. to maintain a minimum "quick ratio" of 2.5 to
1.0 for each fiscal quarter. For the purposes of this Note, the "quick ratio"
shall be calculated as follows: (x) current assets less inventory compared to
(y) current liabilities plus new (current) debt.
2. The material breach by Maker or George McCauley of any term, provision,
condition, representation, warranty or covenant contained in that certain Stock
Purchase
Agreement of approximately even date herewith by and among Maker, Payee and
George McCauley.
In the event of a default hereunder, the holder shall be entitled to
recover all costs plus reasonable attorneys' fees incurred in the collection of
this Note, including, but not limited to, costs and attorneys' fees incurred in
connection with the filing of any action to collect on this Note.
In the event of a default hereunder, interest on the outstanding principal
balance shall accrue at the highest rate allowed by the laws of the State of
Florida.
This Note is secured by that certain Stock Pledge and Security Agreement of
approximately even date herewith by and among George McCauley, Maker and Payee.
Maker reserves the right to prepay this Note without penalty.
Maker shall pay the entire amount of any documentary stamp tax owed to the
Florida Department of Revenue, if any, in connection with the execution and
delivery of this Note.
MAKER:
MAGNETRAN, INC.
By: /s/ GEORGE MCCAULEY
-----------------------
Name: George McCauley
Title: President
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STOCK PLEDGE AND SECURITY AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of June 30,
1999, by and among GEORGEMcCAULEY, and individual ("McCauley"), MAGNETRAN, INC.,
a New Jersey corporation (the "Company") (McCauley and the Company are
collectively referred to herein as the "Pledgor"), PLASMA-THERM, INC., a Florida
corporation (the "Pledgee") and U. S. Bank Trust National Association (the
"Pledge Holder").
RECITALS
Contemporaneously with the execution of this Agreement, Pledgor has
purchased from Pledgee 100 shares (the "Shares") of capital stock of the Company
with part of the purchase price represented by a Promissory Note from the
Company in the original principal amount of $800,000.00 (the "Note"). To secure
the payment of the Note, Pledgor has agreed to pledge and assign the Shares to
Pledgee.
NOW THEREFORE, in consideration of the foregoing, and in order to induce
Pledgee to close on the sale of the Shares to Pledgor, it is agreed as follows:
1. Appointment of the Pledge Holder. The Pledgor and Pledgee hereby
designate and appoint U. S. Bank Trust National Association as the Pledge Holder
for the purposes hereinafter set forth, and the Pledge Holder, by its execution
of this document, accepts the appointment as Pledge Holder and agrees to be
bound by and act in accordance with the provisions of this Agreement.
2. DEPOSIT OF THE PLEDGED SHARES. Pledgor, with the present intention of
creating a security interest in the Shares (hereinafter the "Pledged Shares") in
favor of the Pledgee, hereby deposits with the Pledge Holder the Pledged Shares,
with stock powers attached. The
Pledged Shares are pledged as security for the Note and shall be held and
disposed of by the Pledge Holder in accordance with the terms and provisions of
this Agreement.
3. RIGHTS AND OBLIGATIONS OF THE PLEDGE HOLDER. The Pledgor and the Pledgee
hereby authorize the Pledge Holder to keep and preserve the Pledged Shares in
its possession pending payment in full of the Note by the Company. If a default
occurs under the terms of the Note and the Pledgee declares the entire remaining
balance on the Note to be due and payable, then the Pledgee shall have the right
to direct the Pledge Holder, acting as agent of the Pledgee with respect to the
Pledged Shares, to exercise Pledgee's rights and duties under this Agreement.
Pledgor agrees that any notice to Pledge Holder and Pledgor by Pledgee
concerning the sale, disposition or other intended actions in connection with
the Pledged Shares, whether required by the Uniform Commercial Code or
otherwise, shall constitute reasonable notice to the Pledgor if such notice is
mailed by registered mail, postage prepaid at least ten (10) days prior to such
action. Further, in the event of a default by the Company under the terms of the
Note, Pledgor hereby constitutes and irrevocably appoints the Pledge Holder, its
successors and assigns, attorneys-in-fact of the Pledgor and hereby authorizes
the attorney-in-fact, or its assigns to sell the Pledged Shares, in whole or in
part, apply the proceeds to payment of Pledgee's costs and expenses, including
reasonable attorneys' fees incurred in collection of the Note and sale of the
Pledged Shares, and apply the residue toward the payment to Pledgee of the
remaining balance on the Note. Upon a default of the Note, Pledgee shall have
the option of taking possession of the Pledged Shares or directing the Pledge
Holder to sell such Shares in accordance with the preceding sentence.
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4. DIVIDENDS AND CHANGES IN THE PLEDGED SHARES. In the event that during
the term of this Agreement, any stock dividend, reclassification,
reorganization, recapitalization or other change is declared or made in the
capital structure of the Company, all new, substituted and additional shares, or
other securities issued by reason of any such change shall be held by the Pledge
Holder under the terms of this Agreement in the same manner as the Pledged
Shares, in accordance with instructions from both Pledgee and Pledgor.
5. VOTING RIGHTS. Until an event of default shall occur under the Note, the
Pledgor shall have the right to vote the Pledged Shares, and the Pledgee and
Pledge Holder agree to execute any necessary proxies or other documents to
effectuate this right. Upon the occurrence of an event of default under the
Note, the Pledgee shall have the right to vote the Pledged Shares until such
time as the event of default is cured.
6. SUBSTITUTION OF COLLATERAL. There shall be no substitution of collateral
under the terms of this Agreement without the prior written consent of the
Pledgor, the Pledgee and the Pledge Holder.
7. RELEASE OF SHARES AND TERMINATION OF AGREEMENT. Upon payment in full of
the Note, Pledgee shall notify the Pledge Holder in writing that all
installments due under the Note have been paid, and the Pledge Holder shall
deliver or release the Pledged Shares (with stock powers attached, if
applicable) to the Pledgor their respective shares, and all obligations by and
between the Pledgor, the Pledgee and the Pledge Holder under this Agreement
shall thereupon cease.
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8. EXPENSES OF PLEDGE HOLDER. Any fees of the Pledge Holder and other costs
as may be incurred by the Pledge Holder in connection with the administration of
the provisions of this Agreement shall be paid by the Pledgor. It is agreed that
the Pledge Holder shall be the exclusive agent of the Pledgee; however, any fee,
compensation or other charge made by the Pledge Holder shall be the
responsibility of the Pledgor.
9. CONDUCT OF PLEDGE HOLDER. The Pledge Holder shall not be required to
exercise any standard of care greater than ordinary care in discharging its
duties and obligations under this Agreement, and the Pledge Holder shall not
incur any liability to anyone for any damages, losses or expenses with respect
to any action taken or omitted in good faith. The Pledge Holder shall have no
duties other than those expressly imposed hereby. The Pledge Holder may rely and
shall be protected in relying upon any paper or other document which may be
submitted to it in connection with its duties hereunder and which it believes to
be genuine and to have been signed or presented by the proper party or parties,
and shall have no liability or responsibility with respect to the form,
execution or validity thereof. The Pledge Holder shall be entitled to rely upon
the written opinion of legal counsel selected by it in discharging its duty of
ordinary care.
10. INDEMNIFICATION. Pledgor and Pledgee jointly and severally agree to pay
and hold the Pledge Holder harmless from and against all costs, charges, damages
and attorneys' fees which it in good faith may incur or suffer in connection
with or arising out of any claims made in connection with this Agreement.
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11. NOTICES. Any notice or other communication required or permitted
hereunder shall be sufficiently given if personally delivered or sent, first
class mail, postage prepaid, addressed to the parties at their place of business
or residence or to such other address as may be designated by any party to the
other parties in writing.
12. WAIVER. No delay or omission by Pledgee in exercising any right or
remedy hereunder shall operate as a waiver thereof or of any other right or
remedy, and no single or partial exercise thereof shall preclude any other or
further exercise thereof or the exercise of any other right or remedy. All
rights and remedies of Pledgee hereunder are cumulative.
13. MODIFICATION. No modification, rescission, waiver, release or amendment
of any provision of this Agreement shall be made except by written agreement
signed by the Pledgor and Pledgee. An executed original of any such agreement
shall be delivered to the Pledge Holder upon its execution and if such agreement
affects the rights, duties or obligations of the Pledge Holder under this
Agreement, it must also be executed and agreed to by the Pledge Holder before
the same shall have any legal effect.
14. APPLICABLE LAW. This Agreement and the transaction evidenced hereby
shall be construed under the laws of the State of Florida as the same may, from
time to time, be in effect, including, without limitation, the Uniform
Commercial Code.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first set forth above. ATTEST: Pledgor:
ATTEST: Pledgor:
[ILLEGIBLE] /s/ GEORGE MCCAULEY
- ------------------------------ -------------------
George McCauley
Magnetran, Inc.
a New Jersey corporation
[ILLEGIBLE] By: /s/ GEORGE MCCAULEY
- ------------------------------ ------------------------
George McCauley
Its: PRESIDENT
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Title
Pledge Holder:
U. S. Bank Trust National Association
SCOTT A SCHUHLE
- ------------------------------ By: /s/ MICHAEL J. MARRA
-------------------------
[ILLEGIBLE] Michael J. Marra
- ------------------------------
Its: VICE PRESIDENT
-------------------
Title
Plasma-Therm, Inc.
a Florida corporation
/s/ KATHERINE BARTZOFF By: /s/ STACY L. WAGNER
- ---------------------- -----------------------
Katherine Bartzoff Stacy L. Wagner
Its: VICE PRESIDENT,
CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY
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Title
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