Exhibit 10.3


 


EXECUTION COPY


 


PLEDGE
AGREEMENT


 


PLEDGE AGREEMENT dated as of November 22,
2005, made among ACCELLENT MERGER SUB INC., a Maryland corporation (“Merger
Sub”), a wholly owned subsidiary of ACCELLENT ACQUISITION CORP., a Delaware
corporation (“Holdings”) which shall merge (the “Merger”) with
and into ACCELLENT INC., a Maryland corporation (“Target” and
immediately upon consummation of the Merger with Target as the surviving entity
and its assumption of the obligations of Merger Sub by operation of law, the “Borrower”),
Holdings, the Borrower, each of the subsidiaries of the Borrower listed on Schedule 1
hereto (each such subsidiary individually, a “Subsidiary Pledgor” and,
collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors,
Borrower and Holdings are referred to collectively as the “Pledgors”)
and JPMORGAN CHASE BANK, N.A. as administrative agent (in such capacity, the “Administrative
Agent”) for the lenders (the “Lenders”) from time to time parties to
the CREDIT AGREEMENT dated as of the date hereof, among the Borrower, Merger
Sub, Holdings, the Subsidiary Pledgors, the Lenders, J.P. MORGAN
SECURITIES INC., as joint lead arranger and joint bookrunner (in such
capacities, the “Joint Lead Arranger” and “Joint Bookrunner”), CREDIT SUISSE, as
joint lead arranger and joint bookrunner and syndication agent (in such
capacities, the “Joint Lead Arranger” and “Joint Bookrunner” and “Syndication
Agent”), the Administrative Agent and LEHMAN COMMERCIAL PAPER INC., as
documentation agent (in such capacity, “Documentation Agent”).


 


W
I  T  N  E  S  S  E  T  H :


 


WHEREAS, (a) pursuant to the Credit
Agreement, the Lenders have severally agreed to make Loans to the Borrower and
the Letter of Credit Issuers have agreed to issue Letters of Credit for the
account of the Borrower (collectively, the “Extensions of Credit”) upon
the terms and subject to the conditions set forth therein and (b) one or
more Lenders or affiliates of Lenders may from time to time enter into Hedge
Agreements with the Borrower;


 


WHEREAS, pursuant to the Guarantee (the “Guarantee”)
dated as of the date hereof, Holdings and each Subsidiary Pledgor has
unconditionally and irrevocably guaranteed, as primary obligor and not merely
as surety, to the Administrative Agent, for the benefit of the Secured Parties
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations (as defined below);


 


WHEREAS, each Subsidiary Pledgor is a
Domestic Subsidiary of the Borrower;


 


WHEREAS, the proceeds of the Extensions of
Credit will be used in part to enable the Borrower to make valuable transfers
to the Subsidiary Pledgors in connection with the operation of their respective
businesses;


 





















 


WHEREAS, each Pledgor acknowledges that it
will derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuers to make their
respective Extensions of Credit to the Borrower under the Credit Agreement that
the Borrower, Holdings and the Subsidiary Pledgors shall have executed and
delivered this Pledge Agreement to the Administrative Agent for the benefit of
the Secured Parties; and


 


WHEREAS, (a) Holdings is the legal and beneficial
owner of all the issued and outstanding shares of capital stock of the
Borrower, (b) the Borrower and the Subsidiary Pledgors are the legal and
beneficial owners of the Equity Interests described under Schedule 2
hereto and issued by the entities named therein (the pledged Equity Interests
described under (a) and (b) are, together with any Equity Interests
obtained in the future of the issuer of such Pledged Shares (the “After-acquired
Shares”), referred to collectively herein as the “Pledged Shares”)
and (c) each of the Pledgors is the legal and beneficial owner of the
Indebtedness (together with any other Indebtedness owed to each of the Pledgors
hereafter and required to be pledged hereunder pursuant to Section 6(b) hereof,
the “Pledged Debt”) described under Schedule 2 hereto;


 


NOW, THEREFORE, in consideration of the
premises and to induce the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Lenders and the Letter of Credit Issuers to enter
into the Credit Agreement and to induce the Lenders and the Letter of Credit
Issuers to make their respective Extensions of Credit to the Borrower under the
Credit Agreement and to induce one or more Lenders or affiliates of Lenders to
enter into Hedge Agreements with the Borrower, the Pledgors hereby agree with
the Administrative Agent, for the benefit of the Secured Parties, as follows:


 


1.                                       Defined Terms.  (a)  Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement and all terms defined in the Uniform
Commercial Code from time to time in effect in the State of New York (the “NY
UCC”) and not defined herein shall have the meanings specified therein; the
term “instrument” shall have the meaning specified in Article 9 of the NY
UCC.


 


(b)                                 As used herein, the
term “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person of whatever nature, and
any warrants, options or other rights entitling the holder thereof to purchase
or acquire any of the foregoing.


 


(c)                                  As used herein, the
term “Obligations” means the collective reference to (i) the due
and punctual payment of (x) the principal of and premium, if any, and interest
at the applicable rate provided in the Credit Agreement (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (y) each
payment required to be made by the Borrower under the Credit Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (z) all other monetary obligations,


 


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including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding), of the Borrower or any other Credit Party to any of the
Secured Parties under the Credit Agreement and the other Credit Documents, (ii) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of the Borrower under or pursuant to the Credit Agreement and the
other Credit Documents, (iii) the due and punctual payment and performance
of all the covenants, agreements, obligations and liabilities of each other
Credit Party under or pursuant to this Pledge Agreement or the other Credit
Documents, (iv) the due and punctual payment and performance of all
obligations of each Credit Party under each Hedge Agreement that (x) is in
effect on the Closing Date with a counterparty that is a Lender or an affiliate
of a Lender as of the Closing Date or (y) is entered into after the Closing
Date with any counterparty that is a Lender or an affiliate of a Lender at the
time such Hedge Agreement is entered into and (v) the due and punctual
payment and performance of all obligations in respect of overdrafts and related
liabilities owed to the Administrative Agent or its affiliates arising from or
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds.


 


(d)                                 As used herein, the
term “Secured Parties” means (i) the Lenders, (ii) the Letter
of Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative
Agent, (v) the Syndication Agent, (vi) the Documentation Agent, (vii) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (viii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (ix) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


(e)                                  References to “Lenders”
in this Pledge Agreement shall be deemed to include affiliates of Lenders that
may from time to time enter into Hedge Agreements with the Borrower.


 


(f)                                    The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Pledge
Agreement shall refer to this Pledge Agreement as a whole and not to any
particular provision of this Pledge Agreement, and Section references are
to Sections of this Pledge Agreement unless otherwise specified.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(g)                                 The meanings given to
terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.


 


2.                                       Grant of
Security.  Each Pledgor hereby
transfers, assigns and pledges to the Administrative Agent for the benefit of
the Secured Parties, and hereby grants to the Administrative Agent for the
benefit of the Secured Parties, a security interest (“Security Interest”)
in all of such Pledgor’s right, title and interest in the following, whether
now owned or existing or hereafter acquired or existing (collectively, the “Collateral”):


 


(a)                                  the
Pledged Shares held by such Pledgor and the certificates representing such
Pledged Shares and any interest of such Pledgor in the entries on the books of
the issuer of the Pledged Shares or any financial intermediary pertaining to
the Pledged Shares


 


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and all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the Pledged Shares, provided that the
Pledged Shares under this Pledge Agreement shall not include more than 65
percent of the issued and outstanding Equity Interests in any Foreign
Subsidiary;


 


(b)                                 the
Pledged Debt and the instruments evidencing the Pledged Debt owed to such
Pledgor, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such Pledged Debt; and


 


(c)                                  to
the extent not covered by clauses (a) and (b) above, respectively,
all proceeds of any or all of the foregoing Collateral.  For purposes of this Pledge Agreement, the
term “proceeds” includes whatever is receivable or received when Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes proceeds of any indemnity
or guarantee payable to any Pledgor or the Administrative Agent from time to
time with respect to any of the Collateral.


 


Notwithstanding the foregoing, “Collateral”
shall not include any Equity Interests of any Person that is not a Subsidiary
except to the extent the grant by a Pledgor of a Security Interest therein
pursuant to this Pledge Agreement (i) is not prohibited by customary
provisions in such contracts, agreements or instruments governing such Equity
Interests or (ii) is permitted with consent if all necessary consents to
such grant of a Security Interest therein have been obtained from the other
parties thereto (other than to the extent that any such prohibition would be
rendered ineffective pursuant to Sections 9-408 of the Uniform Commercial Code
(or any successor provision or provisions) of any relevant jurisdiction or any
other applicable law) (it being understood that the foregoing shall not be deemed
to obligate such Pledgor to obtain such consents).


 


3.                                       Security for
Obligations.  This Pledge Agreement
secures the payment of all Obligations of each Credit Party.  Without limiting the generality of the
foregoing, this Pledge Agreement secures the payment of all amounts that
constitute part of the Obligations and would be owed by any of the Credit
Parties to the Administrative Agent or the Lenders under the Credit Documents
but for the fact that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving any Credit
Party.


 


4.                                       Delivery of
the Collateral.  All certificates or instruments, if any,
representing or evidencing the Collateral shall be promptly delivered to and
held by or on behalf of the Administrative Agent pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Administrative Agent.  The Administrative Agent shall have the
right, at any time after the occurrence and during the continuance of an Event
of Default and without notice to any Pledgor, to transfer to or to register in
the name of the Administrative Agent or any of its nominees any or all of the
Pledged Shares.  Each delivery of
Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing
the securities theretofore and then being pledged hereunder, which shall be
attached hereto as Schedule 2 and made a part hereof, provided that the
failure to attach any such schedule hereto


 


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shall not affect the validity of such pledge of such securities.  Each schedule so delivered shall supersede
any prior schedules so delivered.


 


5.                                       Representations
and Warranties.  Each Pledgor
represents and warrants as follows:


 


(a)                                  Schedule 2
hereto (i) correctly represents as of the date hereof (A) the issuer,
the certificate number, the Pledgor and the record and beneficial owner, the
number and class and the percentage of the issued and outstanding Equity
Interests of such class of all Pledged Shares and (B) the issuer, the
initial principal amount, the Pledgor and holder, date of and maturity date of
all Pledged Debt and (ii) together with the comparable schedule to
each supplement hereto, includes all Equity Interests, debt securities and
promissory notes required to be pledged hereunder.  Except as set forth on Schedule 2, the
Pledged Shares represent all (or 65 percent in the case of pledges of Foreign
Subsidiaries) of the issued and outstanding Equity Interests of each class of
Equity Interests in the issuer on the date hereof.


 


(b)                                 Such
Pledgor is the legal and beneficial owner of the Collateral pledged or assigned
by such Pledgor hereunder free and clear of any Lien, except for the Lien created
by this Pledge Agreement.


 


(c)                                  As
of the date of this Pledge Agreement, the Pledged Shares pledged by such
Pledgor hereunder have been duly authorized and validly issued and, in the case
of Pledged Shares issued by a corporation, are fully paid and non-assessable.


 


(d)                                 The
execution and delivery by such Pledgor of this Pledge Agreement and the pledge
of the Collateral pledged by such Pledgor hereunder pursuant hereto create a
valid and perfected first-priority security interest in the Collateral,
securing the payment of the Obligations, in favor of the Administrative Agent
for the benefit of the Secured Parties.


 


(e)                                  Such
Pledgor has full power, authority and legal right to pledge all the Collateral
pledged by such Pledgor pursuant to this Pledge Agreement and this Pledge
Agreement constitutes a legal, valid and binding obligation of each Pledgor,
enforceable in accordance with its terms, except as enforceability thereof may
be limited by bankruptcy, insolvency or other similar laws affecting creditors’
rights generally and subject to general principles of equity.


 


6.                                       Certification
of Limited Liability Company, Limited Partnership Interests and Pledged Debt.  (a)  Except as provided for in Schedule 5.15
to the Credit Agreement, the Equity Interests in any Domestic Subsidiary that
is organized as a limited liability company or limited partnership and pledged
hereunder shall be represented by a certificate and in the organizational
documents of such Domestic Subsidiary, the applicable Pledgor shall cause the
issuer of such interests to elect to treat such interests as a “security”
within the meaning of Article 8 of the Uniform Commercial Code of its
jurisdiction of organization or formation, as applicable, by including in its
organizational documents language substantially similar to the following and,
accordingly, such interests shall be governed by Article 8 of the Uniform
Commercial Code:


 


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“The Partnership/Company hereby irrevocably
elects that all membership interests in the Partnership/Company shall be
securities governed by Article 8 of the Uniform Commercial Code of
[jurisdiction of organization or formation, as applicable].  Each certificate evidencing
partnership/membership interests in the Partnership/Company shall bear the
following legend:  “This certificate
evidences an interest in [name of Partnership/LLC] and shall be a security for
purposes of Article 8 of the Uniform Commercial Code.”  No change to this provision shall be
effective until all outstanding certificates have been surrendered for cancellation
and any new certificates thereafter issued shall not bear the foregoing legend.”


 


(b)                                 Each Pledgor will
cause any Indebtedness for borrowed money in an aggregate principal amount
exceeding $5,000,000 owed to such Pledgor and required to be pledged hereunder
pursuant to Section 9.12 of the Credit Agreement to be evidenced by a duly
executed promissory note that is pledged and delivered to the Administrative
Agent pursuant to the terms hereof.


 


7.                                       Further
Assurances.  Each Pledgor agrees that
at any time and from time to time, at the expense of such Pledgor, it will
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), which may be required under any applicable law, or which
the Administrative Agent or the Required Lenders may reasonably request, in
order (x) to perfect and protect any pledge, assignment or security
interest granted or purported to be granted hereby (including the priority
thereof) or (y) to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral.


 


8.                                       Voting
Rights; Dividends and Distributions; Etc. 
(a)  So long as no Event of Default shall have occurred and be
continuing:


 


(i)                                     Each Pledgor shall
be entitled to exercise any and all voting and other consensual rights
pertaining to the Collateral or any part thereof for any purpose not prohibited
by the terms of this Pledge Agreement or the other Credit Documents.


 


(ii)                                  The Administrative Agent
shall execute and deliver (or cause to be executed and delivered) to each
Pledgor all such proxies and other instruments as such Pledgor may reasonably
request for the purpose of enabling such Pledgor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i) above.


 


(b)                                 Subject to paragraph (c) below,
each Pledgor shall be entitled to receive and retain and use, free and clear of
the Lien of this Pledge Agreement, any and all dividends, distributions,
principal and interest made or paid in respect of the Collateral to the extent
permitted by the Credit Agreement; provided, however, that any
and all noncash dividends, interest, principal or other distributions that
would constitute Pledged Shares or Pledged Debt, whether resulting from a
subdivision, combination or reclassification of the outstanding Equity
Interests of the issuer of any Pledged Shares or received in exchange for
Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof,
or as a result of any merger, consolidation, acquisition or other exchange of
assets to which such issuer may be a party or otherwise, shall be, and


 


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shall be forthwith delivered to the Administrative Agent to hold as,
Collateral and shall, if received by such Pledgor, be received in trust for the
benefit of the Administrative Agent, be segregated from the other property or
funds of such Pledgor and be forthwith delivered to the Administrative Agent as
Collateral in the same form as so received (with any necessary indorsement).


 


(c)                                  Upon written notice
to the applicable Pledgor by the Administrative Agent following the occurrence
and during the continuance of an Event of Default,


 


(i)                                     all rights of such
Pledgor to exercise or refrain from exercising the voting and other consensual
rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall
cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall thereupon have the sole right to exercise or refrain from
exercising such voting and other consensual rights during the continuance of
such Event of Default, provided that, unless otherwise directed by the
Required Lenders, the Administrative Agent shall have the right from time to
time following the occurrence and during the continuance of an Event of Default
to permit the Pledgors to exercise such rights. 
After all Events of Default have been cured or waived and the Borrower
has delivered to the Administrative Agent a certificate to that effect, each
Pledgor will have the right to exercise the voting and consensual rights that
such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and
the obligations of the Administrative Agent under Section 8(a)(ii) shall
be reinstated);


 


(ii)                                  all rights of such
Pledgor to receive the dividends, distributions and principal and interest
payments that such Pledgor would otherwise be authorized to receive and retain
pursuant to Section 8(b) shall cease, and all such rights shall
thereupon become vested in the Administrative Agent, which shall thereupon have
the sole right to receive and hold as Collateral such dividends, distributions
and principal and interest payments during the continuance of such Event of
Default.  After all Events of Default
have been cured or waived and the Borrower has delivered to the Administrative
Agent a certificate to that effect, the Administrative Agent shall repay to each
Pledgor (without interest) all dividends, distributions and principal and
interest payments that such Pledgor would otherwise be permitted to receive,
retain and use pursuant to the terms of Section 8(b);


 


(iii)                               all dividends,
distributions and principal and interest payments that are received by such
Pledgor contrary to the provisions of Section 8(b) shall be received
in trust for the benefit of the Administrative Agent, shall be segregated from
other property or funds of such Pledgor and shall forthwith be delivered to the
Administrative Agent as Collateral in the same form as so received (with any
necessary indorsements); and


 


(iv)                              in order to permit the
Administrative Agent to receive all dividends, distributions and principal and
interest payments to which it may be entitled under Section 8(b) above,
to exercise the voting and other consensual rights that it may be entitled to
exercise pursuant to Section 8(c)(i) above, and to receive all
dividends, distributions and principal and interest payments that it may be
entitled to under Sections 8(c)(ii) and (c)(iii) above, such
Pledgor shall, if necessary, upon written notice from the Administrative Agent,
from time to time execute and deliver to the Administrative Agent, appropriate


 


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proxies, dividend payment orders and other
instruments as the Administrative Agent may reasonably request.


 


9.                                       Transfers and
Other Liens; Additional Collateral; Etc. 
Each Pledgor shall


 


(a)                                  not
(i) except as permitted by the Credit Agreement, sell or otherwise dispose
of, or grant any option or warrant with respect to, any of the Collateral or (ii) create
or suffer to exist any consensual Lien upon or with respect to any of the
Collateral, except for the Lien under this Pledge Agreement, provided that in
the event such Pledgor sells or otherwise disposes of assets permitted by the
Credit Agreement and such assets are or include any of the Collateral, the
Administrative Agent shall release such Collateral to such Pledgor free and
clear of the Lien under this Pledge Agreement concurrently with the
consummation of such sale;


 


(b)                                 pledge
and, if applicable, cause each Domestic Subsidiary to pledge, to the
Administrative Agent for the benefit of the Secured Parties, immediately upon
acquisition thereof, all the capital stock and all evidence of Indebtedness
held or received by such Pledgor or Domestic Subsidiary required to be pledged
hereunder pursuant to Section 9.12 of the Credit Agreement, in each case
pursuant to a supplement to this Pledge Agreement substantially in the form of
Annex A hereto (it being understood that the execution and delivery of such a
supplement shall not require the consent of any Pledgor hereunder and that the
rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Subsidiary Pledgor as a party to
this Pledge Agreement); and


 


(c)                                  defend
its and the Administrative Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than
the Lien of this Pledge Agreement), however arising, and any and all Persons
whomsoever.


 


10.                                 Administrative
Agent Appointed Attorney-in-Fact. 
Each Pledgor hereby appoints, which appointment is irrevocable and
coupled with an interest, the Administrative Agent as such Pledgor’s
attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor or otherwise, to take any action and to execute
any instrument, in each case after the occurrence and during the continuance of
an Event of Default, that the Administrative Agent may deem reasonably
necessary or advisable to accomplish the purposes of this Pledge Agreement,
including to receive, indorse and collect all instruments made payable to such
Pledgor representing any dividend, distribution or principal or interest
payment in respect of the Collateral or any part thereof and to give full
discharge for the same.


 


11.                                 The Administrative
Agent’s Duties.  The powers conferred
on the Administrative Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the safe custody of
any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Administrative Agent shall have no duty as to any
Collateral, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Shares, whether or not the Administrative Agent or any other Secured
Party has or is deemed to have knowledge of such matters, or as to the taking
of any necessary steps to preserve rights against


 


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any parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which the Administrative Agent accords its own
property.


 


12.                                 Remedies.  If any Event of Default shall have occurred
and be continuing:


 


(a)                                  The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party upon default under the NY UCC
(whether or not the NY UCC applies to the affected Collateral) and also may
without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange
broker’s board or at any of the Administrative Agent’s offices or elsewhere,
for cash, on credit or for future delivery, at such price or prices and upon
such other terms as are commercially reasonable irrespective of the impact of
any such sales on the market price of the Collateral.  The Administrative Agent shall be authorized
at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers of Collateral to Persons who will represent
and agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and, upon
consummation of any such sale, the Administrative Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold.  Each purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and each Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal that it now
has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted.  The
Administrative Agent or any Secured Party shall have the right upon any such
public sale, and, to the extent permitted by law, upon any such private sale,
to purchase the whole or any part of the Collateral so sold, and the
Administrative Agent or such Secured Party may pay the purchase price by
crediting the amount thereof against the Obligations.  Each Pledgor agrees that, to the extent
notice of sale shall be required by law, at least ten days’ notice to such
Pledgor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given.  The Administrative Agent may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.  To the extent permitted by law, each Pledgor
hereby waives any claim against the Administrative Agent arising by reason of
the fact that the price at which any Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale, even if the Administrative Agent accepts the first offer received and
does not offer such Collateral to more than one offeree.


 


(b)                                 The
Administrative Agent shall apply the proceeds of any collection or sale of the
Collateral at any time after receipt as follows:


 


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(i)                                     first,
to the payment of all reasonable and documented costs and expenses incurred by
the Administrative Agent in connection with such collection or sale or
otherwise in connection with this Pledge Agreement, the other Credit Documents
or any of the Obligations, including all court costs and the reasonable fees
and expenses of its agents and legal counsel, the repayment of all advances
made by the Administrative Agent hereunder or under any other Credit Document
on behalf of any Pledgor and any other reasonable and documented costs or
expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Credit Document;


 


(ii)                                  second,
to the Secured Parties, an amount equal to all Obligations owing to them on the
date of any such distribution, and, if such moneys shall be insufficient to pay
such amounts in full, then ratably (without priority of any one over any other)
to such Secured Parties in proportion to the unpaid amounts thereof; and


 


(iii)                               third,
any surplus then remaining shall be paid to the Pledgors or their successors or
assigns or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way
for the misapplication thereof.


 


(c)                                  The
Administrative Agent may exercise any and all rights and remedies of each
Pledgor in respect of the Collateral.


 


(d)                                 All
payments received by any Pledgor after the occurrence and during the
continuance of an Event of Default in respect of the Collateral shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other property or funds of such Pledgor and shall be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary indorsement).


 


13.                                 Amendments, etc.
with Respect to the Obligations; Waiver of Rights.  Each Pledgor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Pledgor and
without notice to or further assent by any Pledgor, (a) any demand for
payment of any of the Obligations made by the Administrative Agent or any other
Secured Party may be rescinded by such party and any of the Obligations
continued, (b) the Obligations, or the liability of any other party upon
or for any part thereof, or any collateral security or guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Administrative Agent or any other
Secured Party, (c) the Credit Agreement, the other Credit Documents, the
Letters of Credit and any other documents executed and delivered in


 


10





















 


connection therewith and the Hedge Agreements and any other documents
executed and delivered in connection therewith and any documents entered into
with the Administrative Agent or any of its affiliates in connection with
treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent
(or the Required Lenders, as the case may be, or, in the case of any Hedge
Agreement or documents entered into with the Administrative Agent or any of its
affiliates in connection with treasury, depositary or cash management services
or in connection with any automated clearinghouse transfer of funds, the party
thereto) may deem advisable from time to time, and (d) any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or
any other Secured Party for the payment of the Obligations may be sold,
exchanged, waived, surrendered or released. 
Neither the Administrative Agent nor any other Secured Party shall have
any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Obligations or for this Pledge Agreement or any
property subject thereto.  When making
any demand hereunder against any Pledgor, the Administrative Agent or any other
Secured Party may, but shall be under no obligation to, make a similar demand
on the Borrower or any Pledgor or pledgor, and any failure by the
Administrative Agent or any other Secured Party to make any such demand or to
collect any payments from the Borrower or any Pledgor or pledgor or any release
of the Borrower or any Pledgor or pledgor shall not relieve any Pledgor in
respect of which a demand or collection is not made or any Pledgor not so
released of its several obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent or any other Secured Party against any
Pledgor.  For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings.


 


14.                                 Continuing Security
Interest; Assignments Under the Credit Agreement; Release.  (a)  This Pledge Agreement shall remain
in full force and effect and be binding in accordance with and to the extent of
its terms upon each Pledgor and the successors and assigns thereof, and shall
inure to the benefit of the Administrative Agent and the other Secured Parties
and their respective successors, indorsees, transferees and assigns until all
the Obligations under the Credit Documents shall have been satisfied by payment
in full, the Commitments shall be terminated and no Letters of Credit shall be
outstanding (other than any Letters of Credit that shall have been cash
collateralized or otherwise provided for in a manner satisfactory to the Letter
of Credit Issuer in respect thereof), notwithstanding that from time to time
during the term of the Credit Agreement and any Hedge Agreement the Credit
Parties may be free from any Obligations.


 


(b)                                 A Subsidiary Pledgor
shall automatically be released from its obligations hereunder and the Pledge
of such Subsidiary Pledgor shall be automatically released upon the
consummation of any transaction permitted by the Credit Agreement as a result
of which such Subsidiary Pledgor ceases to be a Domestic Subsidiary of the
Borrower.


 


(c)                                  Upon any sale or
other transfer by any Pledgor of any Collateral that is permitted under the
Credit Agreement, or upon the effectiveness of any written consent to the
release of the security interest granted hereby in any Collateral pursuant to Section 13.1
of the Credit Agreement, the obligations of such Pledgor with respect to such
Collateral shall be automatically


 


11





















 


released and such Collateral sold free and clear of the Lien and
Security Interests created hereby.


 


(d)                                 In connection with any
termination or release pursuant to the foregoing paragraph (a), (b) or
(c), the Administrative Agent shall execute and deliver to any Pledgor, at such
Pledgor’s expense, all documents that such Pledgor shall reasonably request to
evidence such termination or release. 
Any execution and delivery of documents pursuant to this Section 14
shall be without recourse to or warranty by the Administrative Agent.


 


15.                                 Reinstatement.  This Pledge Agreement shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Pledgor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, the Borrower
or any other Pledgor or any substantial part of its property, or otherwise, all
as though such payments had not been made.


 


16.                                 Notices.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to
any Subsidiary Pledgor shall be given to it in care of the Borrower at the
Borrower’s address set forth in Section 13.2 of the Credit Agreement.


 


17.                                 Counterparts.  This Pledge Agreement may be executed by one
or more of the parties to this Pledge Agreement on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.  A set of the copies of
this Pledge Agreement signed by all the parties shall be lodged with the
Administrative Agent and the Borrower.


 


18.                                 Severability.  Any provision of this Pledge Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


19.                                 Integration.  This Pledge Agreement represents the
agreement of each of the Pledgors with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by the
Administrative Agent or any other Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Credit
Documents.


 


20.                                 Amendments in
Writing; No Waiver; Cumulative Remedies. 
(a)  None of the terms or provisions of this Pledge Agreement may
be waived, amended, supplemented or otherwise modified except by a written
instrument executed by the affected Pledgor and the Administrative Agent in
accordance with Section 13.1 of the Credit Agreement.


 


12





















 


(b)                                 Neither the
Administrative Agent nor any Secured Party shall by any act (except by a
written instrument pursuant to Section 20(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other Secured Party,
any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
other Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Administrative Agent
or such other Secured Party would otherwise have on any future occasion.


 


(c)                                  The rights, remedies,
powers and privileges herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.


 


21.                                 Section Headings.  The Section headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


 


22.                                 Successors and
Assigns.  This Pledge Agreement shall
be binding upon the successors and assigns of each Pledgor and shall inure to
the benefit of the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that no Pledgor may assign, transfer
or delegate any of its rights or obligations under this Pledge Agreement
without the prior written consent of the Administrative Agent.


 


23.                                 WAIVER OF JURY TRIAL.  EACH PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN.


 


24.                                 Submission to
Jurisdiction; Waivers.  Each of the
Pledgors hereby irrevocably and unconditionally:


 


(a)                                  submits
for itself and its property in any legal action or proceeding relating to this
Pledge Agreement, and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of
New York and appellate courts from any thereof;


 


(b)                                 consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)                                  agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar


 


13





















 


form of mail),
postage prepaid, to such Pledgor at its address referred to in Section 16
or at such other address of which the Administrative Agent shall have been
notified pursuant thereto;


 


(d)                                 agrees
that nothing herein shall affect the right of the Administrative Agent or any
other Secured Party to effect service of process in any other manner permitted
by law or shall limit the right of the Administrative Agent or any other
Secured Party to sue in any other jurisdiction; and


 


(e)                                  waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 24
any special, exemplary, punitive or consequential damages.


 


25.                               GOVERNING
LAW.  THIS PLEDGE AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


14





















 


IN WITNESS WHEREOF, each of the undersigned
has caused this Pledge Agreement to be duly executed and delivered by its duly
authorized officer as of the day and year first above written.


 


	
   

  	
  ACCELLENT
  MERGER SUB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James C. Momtazee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  C. Momtazee

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCELLENT
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stewart A. Fisher

  	
   

  
	
   

  	
   

  	
  Name:
  Stewart A. Fisher

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer, Executive Vice

  President, Treasurer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCELLENT
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James C. Momtazee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  C. Momtazee

  
	
   

  	
   

  	
  Title:

  	
  Treasurer
  and Assistant Secretary

  
					



 





















 


SIGNATURE PAGE
TO THE PLEDGE AGREEMENT DATED AS OF NOVEMBER 22, 2005, AMONG MERGER SUB, ACCELLENT
INC. (THE “BORROWER”), ACCELLENT ACQUISITION CORP., EACH OF THE
SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND JPMORGAN
CHASE BANK, N.A., AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME
PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.


 


	
   

  	
  ACCELLENT
  CORP.

  
	
   

  	
  AMERICAN
  TECHNICAL MOLDING, INC.

  
	
   

  	
  BRIMFIELD
  ACQUISITION CORP.

  
	
   

  	
  BRIMFIELD
  PRECISION, LLC

  
	
   

  	
  CE
  HUNTSVILLE HOLDINGS CORP.

  
	
   

  	
  CYCAM, INC.

  
	
   

  	
  ELX, INC.

  
	
   

  	
  G&D,
  INC. d/b/a STAR GUIDE CORPORATION

  
	
   

  	
  HAYDEN
  PRECISION INDUSTRIES, LLC

  
	
   

  	
  KELCO
  ACQUISITION LLC

  
	
   

  	
  MACHINING
  TECHNOLOGY GROUP, LLC

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES, INC.

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES, LLC

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES, NEWTON INC.

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES PITTSBURGH, INC.

  
	
   

  	
  MEDSOURCE
  TRENTON, INC.

  
	
   

  	
  MICRO-GUIDE,
  INC.

  
	
   

  	
  NATIONAL
  WIRE & STAMPING, INC.

  
	
   

  	
  NOBLE-MET,
  LTD.

  
	
   

  	
  PORTLYN, LLC

  
	
   

  	
  SPECTRUM
  MANUFACTURING, INC.

  
	
   

  	
  TENAX, LLC

  
	
   

  	
  TEXCEL, INC.

  
	
   

  	
  THERMAT
  ACQUISITION CORP.

  
	
   

  	
  UTI
  CORPORATION

  
	
   

  	
  UTI HOLDING
  COMPANY

  
	
   

  	
  VENUSA, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stewart A. Fisher

  	
   

  
	
   

  	
   

  	
  Name: Stewart A. Fisher

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer, Vice President,

  Treasurer and Secretary

  



 





















 


	
   

  	
  SIGNATURE
  PAGE TO THE PLEDGE AGREEMENT

  DATED AS OF NOVEMBER 22, 2005, AMONG

  MERGER SUB, ACCELLENT INC. (THE

  “BORROWER”), ACCELLENT ACQUISITION

  CORP., EACH OF THE SUBSIDIARIES OF THE

  BORROWER LISTED ON SCHEDULE 1 HERETO,

  AND JPMORGAN CHASE BANK, N.A., AS

  ADMINISTRATIVE AGENT FOR THE LENDERS

  FROM TIME TO TIME PARTIES TO THE CREDIT

  AGREEMENT REFERRED TO THEREIN.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Borden

  	
   

  
	
   

  	
   

  	
  Name:  Bruce Borden

  
	
   

  	
   

  	
  Title:  Vice President

  



 





















 


SCHEDULE 1

TO THE PLEDGE AGREEMENT


 


SUBSIDIARY PLEDGORS


 





















 


SCHEDULE 2

TO THE PLEDGE AGREEMENT


 


Pledged Shares


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Class of Stock

  	
   

  	
  Stock

  Certificate No(s)

  	
   

  	
  Number of Shares

  	
   

  	
  Percentage of

  Issued and

  Outstanding

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledged Debt


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Initial Principal Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ANNEX A

TO THE PLEDGE AGREEMENT


 


SUPPLEMENT NO. [    ]
dated as of
[            ],
200_ to the PLEDGE AGREEMENT dated as of November 22, 2005, made among
ACCELLENT MERGER SUB INC., a Maryland corporation (“Merger Sub”), a
wholly owned subsidiary of ACCELLENT ACQUISITION CORP., a Delaware corporation
(“Holdings”) which shall merge (the “Merger”) with and into
ACCELLENT INC., a Maryland corporation (“Target” and immediately upon
consummation of the Merger with Target as the surviving entity and its assumption
of the obligations of Merger Sub by operation of law, the “Borrower”),
Holdings, the Borrower, each of the subsidiaries of the Borrower listed on Schedule 1
to the Pledge Agreement (each such subsidiary individually, a “Subsidiary
Pledgor” and, collectively, the “Subsidiary Pledgors”; Merger Sub,
the Borrower, Subsidiary Pledgors and Holdings are referred to collectively as
the “Pledgors”), and JPMORGAN CHASE BANK, N.A., as administrative agent
(in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”)
from time to time parties to the Credit Agreement referred to below.


 


A.                                   Reference is made to
(a) the Credit Agreement (the “Credit Agreement”) dated as of November 22,
2005, made among Merger, Sub, the Borrower, Holdings, certain subsidiaries of
the Borrower (each a “Subsidiary” and, collectively,  the “Subsidiaries”), the lending
institutions from time to time parties thereto (each a “Lender” and,
collectively, the “Lenders”), J.P. MORGAN SECURITIES INC., as joint lead
arranger and joint bookrunner (in such capacities, the “Joint Lead Arranger”
and “Joint Bookrunner”), CREDIT SUISSE, as joint lead arranger and
joint bookrunner and syndication agent (in such capacities, the “Joint Lead
Arranger” and “Joint Bookrunner” and “Syndication Agent”), JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) and LEHMAN COMMERCIAL PAPER INC., as documentation agent (in such capacity
“Documentation Agent”), and (b) the Guarantee dated as of November 22,
2005 (as amended, supplemented or otherwise modified from time to time, the “Guarantee”),
among Holdings, the Subsidiary Guarantors party thereto and the Administrative
Agent.


 


B                                        Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Pledge Agreement.


 


C.                                     The Pledgors have
entered into the Pledge Agreement in order to induce Administrative Agent, the
Syndication Agent, the Documentation Agent, the Lenders and the Letter of
Credit Issuers to enter into the Credit Agreement and to induce the Lenders and
the Letter of Credit Issuers to make their respective Extensions of Credit to
the Borrower under the Credit Agreement and to induce one or more Lenders or
affiliates of Lenders to enter into Hedge Agreements with the Borrower.


 


D.                                    The undersigned Domestic
Subsidiaries (each a “Additional Pledgor”) are (a) the legal and
beneficial owners of the Equity Interests described under Schedule 1
hereto and


 





















 


issued by the entities named therein (such
pledged Equity Interests, together with any Equity Interests obtained in the
future of the issuer of such Pledged Shares (the “After-acquired Additional
Pledged Shares”), referred to collectively herein as the “Additional
Pledged Shares”) and (b) the legal and beneficial owners of the
Indebtedness (the “Additional Pledged Debt”) described under Schedule 1
hereto.


 


E.                                      Section 9.12
of the Credit Agreement and Section 9(b) of the Pledge Agreement
provide that additional Subsidiaries may become Subsidiary Pledgors under the
Pledge Agreement by execution and delivery of an instrument in the form of this
Supplement.  Each undersigned Additional
Pledgor is executing this Supplement in accordance with the requirements of Section 9(b) of
the Pledge Agreement to pledge to the Administrative Agent for the benefit of
the Secured Parties the Additional Pledged Shares and the Additional Pledged
Debt and to become a Subsidiary Pledgor under the Pledge Agreement in order to
induce the Lenders and the Letter of Credit Issuers to make additional
Extensions of Credit and as consideration for Extensions of Credit previously
made.


 


Accordingly, the Administrative Agent and
each undersigned Additional Pledgor agree as follows:


 


SECTION 1.  In accordance with Section 9(b) of
the Pledge Agreement, each Additional Pledgor by its signature hereby
transfers, assigns and pledges to the Administrative Agent for the benefit of
the Secured Parties, and hereby grants to the Administrative Agent for the
benefit of the Secured Parties, a security interest in all of such Additional
Pledgor’s right, title and interest in the following, whether now owned or
existing or hereafter acquired or existing (collectively, the “Additional
Collateral”):


 


(a)                                  the Additional
Pledged Shares held by such Additional Pledgor and the certificates
representing such Additional Pledged Shares and any interest of such Additional
Pledgor in the entries on the books of the issuer of the Additional Pledged
Shares or any financial intermediary pertaining to the Additional Pledged
Shares and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Additional
Pledged Shares, provided that the Additional Pledged Shares under this
Supplement shall not include more than 65 percent of the issued and
outstanding Equity Interests in any Foreign Subsidiary;


 


(b)                                 the Additional Pledged
Debt and the instruments evidencing the Additional Pledged Debt owed to such
Additional Pledgor, and all interest, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such Additional Pledged Debt; and


 


(c)                                  to the extent not
covered by clauses (a) and (b) above, respectively, all proceeds of
any or all of the foregoing Additional Collateral.  For purposes of this Supplement, the term “proceeds”
includes whatever is receivable or received when Additional Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes proceeds of any indemnity


 


2





















 


or guarantee payable to any
Additional Pledgor or the Administrative Agent from time to time with respect
to any of the Additional Collateral.


 


Notwithstanding the foregoing, “Additional Collateral”
shall not include any Equity Interests of any Person that is not a Subsidiary
except to the extent the grant by an Additional Pledgor of a Security Interest
therein pursuant to this Supplement to the Pledge Agreement (i) is not
prohibited by customary provisions in such contracts, agreements or instruments
governing such Equity Interests or (ii) is permitted with consent if all
necessary consents to such grant of a Security Interest therein have been
obtained from the other parties thereto (other than to the extent that any such
prohibition would be rendered ineffective pursuant to Sections 9-408 of the
Uniform Commercial Code (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law) (it being understood that
the foregoing shall not be deemed to obligate such Additional Pledgor to obtain
such consents).


 


For purposes of the Pledge Agreement,
(x) the Collateral shall be deemed to include the Additional Collateral
and (y) the After-acquired Pledged Shares shall be deemed to include the After-acquired
Additional Pledged Shares.


 


SECTION 2.  Each Additional Pledgor by its signature
below becomes a Pledgor under the Pledge Agreement with the same force and
effect as if originally named therein as a Pledgor and each Additional Pledgor
hereby agrees to all the terms and provisions of the Pledge Agreement
applicable to it as a Pledgor thereunder. 
Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Pledge
Agreement shall be deemed to include each Additional Pledgor.  The Pledge Agreement is hereby incorporated
herein by reference.


 


SECTION 3.  Each Additional Pledgor represents and
warrants as follows:


 


(a)                                  Schedule 1
hereto (i) correctly represents as of the date hereof (A) the issuer,
the certificate number, the Pledgor and record and beneficial owner, the number
and class and the percentage of the issued and outstanding Equity Interests of
such class of all Additional Pledged Shares and (B) the issuer, the
initial principal amount, the Pledgor and holder, date of and maturity date of
all Additional Pledged Debt and (ii) together with Schedule 2 to the
Pledge Agreement, the comparable schedules to each other Supplement to the
Pledge Agreement, includes all Equity Interests, debt securities and promissory
notes required to be pledged hereunder. 
Except as set forth on Schedule 1, the Pledged Shares represent all
(or 65 percent in the case of pledges of Foreign Subsidiaries) of the issued
and outstanding Equity Interests of each class of Equity Interests of the
issuer on the date hereof.


 


(b)                                 Such Additional
Pledgor is the legal and beneficial owner of the Additional Collateral pledged
or assigned by such Additional Pledgor hereunder free and clear of any Lien,
except for the Lien created by this Supplement to the Pledge Agreement.


 


(c)                                  As of the date of
this Supplement, the Additional Pledged Shares pledged by such Additional
Pledgor hereunder have been duly authorized and validly issued and, in the case
of Additional Pledged Shares issued by a corporation, are fully paid and
non-assessable.


 


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(d)                                 The execution and
delivery by such Additional Pledgor of this Supplement and the pledge of the
Additional Collateral pledged by such Additional Pledgor hereunder pursuant
hereto create a valid and perfected first-priority security interest in the
Additional Collateral, securing the payment of the Obligations, in favor of the
Administrative Agent for the benefit of the Secured Parties.


 


(e)                                  Such Additional
Pledgor has full power, authority and legal right to pledge all the Additional
Collateral pledged by such Additional Pledgor pursuant to this Supplement and
this Supplement constitutes a legal, valid and binding obligation of each
Additional Pledgor, enforceable in accordance with its terms, except as enforceability
thereof may be limited by bankruptcy, insolvency or other similar laws
affecting creditors’ rights generally and subject to general principles of
equity.


 


SECTION 4.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this
Supplement signed by all the parties shall be lodged with the Administrative
Agent and the Borrower.  This Supplement
shall become effective as to each Additional Pledgor when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of such Additional Pledgor and the Administrative
Agent.


 


SECTION 5.  Except as expressly supplemented hereby, the
Pledge Agreement shall remain in full force and effect.


 


SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.  Any provision of this Supplement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and in the Pledge Agreement, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 16 of the Pledge
Agreement.  All communications and
notices hereunder to each Additional Pledgor shall be given to it in care of
the Borrower at the Borrower’s address set forth in Section 13.2 of the
Credit Agreement.


 


SECTION 9.  Each Additional Pledgor agrees to reimburse
the Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


 


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IN WITNESS WHEREOF, each Additional Pledgor
and the Administrative Agent have duly executed this Supplement to the Pledge
Agreement as of the day and year first above written.


 


	
   

  	
  [NAME OF
  ADDITIONAL PLEDGOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


SCHEDULE 1

TO SUPPLEMENT NO. [   ]

TO THE PLEDGE AGREEMENT


 


Pledged Shares


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Class of Stock

  	
   

  	
  Stock

  Certificate No(s)

  	
   

  	
  Number of Shares

  	
   

  	
  Percentage of

  Issued and

  Outstanding

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledged Debt


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Initial Principal Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date