EXHIBIT 10.5
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement"), dated as of July 31, 2008 among
LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent for the
Creditor Parties (as defined below) (the "Pledgee"), MICRO COMPONENT TECHNOLOGY,
INC., a Minnesota company (the "Company"), and each of the other undersigned
parties (the Company and each such other undersigned party, a "Pledgor" and
collectively, the "Pledgors").
BACKGROUND
The Company has entered into a Securities Purchase Agreement, dated as of the
date hereof (as amended, modified, restated or supplemented from time to time,
the "Securities Purchase Agreement"), pursuant to which the Pledgee and the
other Creditor Parties (as defined in the Securities Purchase Agreement) party
thereto provide or will provide certain financial accommodations to the Company
and certain subsidiaries of the Company.
In order to induce the Pledgee and the other Creditor Parties to provide or
continue to provide the financial accommodations described in the Securities
Purchase Agreement, each Pledgor has agreed to pledge and grant a security
interest in the collateral described herein to the Pledgee on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
DEFINED TERMS.
ALL CAPITALIZED TERMS USED HEREIN WHICH ARE NOT DEFINED SHALL
HAVE THE MEANINGS GIVEN TO THEM IN THE SECURITIES PURCHASE AGREEMENT.
PLEDGE AND GRANT OF SECURITY INTEREST.
TO SECURE THE FULL AND PUNCTUAL PAYMENT
AND PERFORMANCE OF (THE FOLLOWING CLAUSES (A) AND (B), COLLECTIVELY, THE
"OBLIGATIONS") (A) ALL OBLIGATIONS OWING TO PLEDGEE AND THE OTHER CREDITOR
PARTIES UNDER THE SECURITIES PURCHASE AGREEMENT AND THE RELATED AGREEMENTS
REFERRED TO IN THE SECURITIES PURCHASE AGREEMENT (THE SECURITIES PURCHASE
AGREEMENT AND THE RELATED AGREEMENTS, AS EACH MAY BE AMENDED, RESTATED, MODIFIED
AND/OR SUPPLEMENTED FROM TIME TO TIME, COLLECTIVELY, THE "DOCUMENTS") AND
(B) ALL OTHER OBLIGATIONS AND LIABILITIES OF EACH PLEDGOR TO THE PLEDGEE AND THE
OTHER CREDITOR PARTIES WHETHER NOW EXISTING OR HEREAFTER ARISING, DIRECT OR
INDIRECT, LIQUIDATED OR UNLIQUIDATED, ABSOLUTE OR CONTINGENT, DUE OR NOT DUE AND
WHETHER UNDER, PURSUANT TO OR EVIDENCED BY A NOTE, AGREEMENT, GUARANTY,
INSTRUMENT OR OTHERWISE (IN EACH CASE, IRRESPECTIVE OF THE GENUINENESS,
VALIDITY, REGULARITY OR ENFORCEABILITY OF SUCH OBLIGATIONS, OR OF ANY INSTRUMENT
EVIDENCING ANY OF THE OBLIGATIONS OR OF ANY COLLATERAL THEREFOR OR OF THE
EXISTENCE OR EXTENT OF SUCH COLLATERAL, AND IRRESPECTIVE OF THE ALLOWABILITY,
ALLOWANCE OR DISALLOWANCE OF ANY OR ALL OF SUCH IN ANY CASE COMMENCED BY OR
AGAINST ANY PLEDGOR UNDER TITLE 11, UNITED STATES CODE, INCLUDING, WITHOUT
LIMITATION, OBLIGATIONS OF EACH PLEDGOR FOR POST-PETITION INTEREST, FEES, COSTS
AND CHARGES THAT WOULD HAVE ACCRUED OR BEEN ADDED TO THE OBLIGATIONS BUT FOR THE
COMMENCEMENT OF SUCH CASE), EACH PLEDGOR HEREBY PLEDGES, ASSIGNS,
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hypothecates, transfers and grants a security interest to the Pledgee, for the
ratable benefit of the Creditor Parties, in all of the following (the
"Collateral"): the shares of stock or other equity interests set