Pledge Agreement

EXHIBIT 10.15


AMENDED AND RESTATED PLEDGE AGREEMENT


This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 29, 1999, between ACT MANUFACTURING, INC. ("ACT") and CMC INDUSTRIES, INC. ("CMC," and together with ACT, the "Pledgors"), and THE CHASE MANHATTAN BANK ("Chase"), individually and as collateral agent for the Lenders under the Credit Agreement defined below, having an address at One Chase Square, Rochester, New York 14643 (the "Collateral Agent" and together with the Lenders, the "Secured Parties"). ACT and CMC are herein individually referred to from time to time as a "Pledgor" and collectively referred to from time to time as the "Pledgors".


ACT is currently party to a Pledge Agreement dated as of October 14, 1998 with the Collateral Agent (the "Existing Pledge Agreement"). ACT desires that the Existing Pledge Agreement be amended and restated to, among other things, add CMC as an additional "pledgor" under the Existing Pledge Agreement. Accordingly, the Pledgors and the Collateral Agent hereby agree that the Existing Pledge Agreement shall be amended and restated in its entirety as follows:


W I T N E S S E T H:


WHEREAS, the Pledgors and ACT Manufacturing Securities Corporation, are entering into an Amended and Restated Credit Agreement of even date herewith (as the same may be modified, amended, supplemented or restated from time to time, the "Credit Agreement"), with Chase, as administrative, documentation, collateral and syndication agent, and the Lenders from time to time parties thereto; and


WHEREAS, in connection with the execution and delivery of the Credit Agreement, the Collateral Agent has requested that the Pledgors, and the Pledgors have agreed to, enter into this Pledge Agreement (this "Pledge Agreement"), pursuant to which the Pledgors are pledging and granting a security interest in the Pledged Collateral (as hereinafter defined) in favor of the Collateral Agent for the benefit of the Secured Parties.


NOW, THEREFORE, in consideration of the willingness of the Secured Parties to enter into the Credit Agreement and of the Lenders to agree, subject to the terms and conditions set forth therein, to make the Loans and issue Letters of Credit to the Borrower pursuant thereto, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:


1. Defined Terms. Except as otherwise expressly defined herein, all capitalized terms shall have the meanings ascribed to them in the Credit Agreement.


2. Security Interest. The Pledgors hereby deposit with, and pledges to, the Collateral Agent for itself and for the benefit of the other Secured Parties: (a) the shares of capital stock as listed on Schedule I hereto (the "Pledged Stock") of the companies listed on Schedule I hereto (the "Companies"), (b) the instruments, agreements and other documents in favor of either


Pledgor as listed on Schedule II hereto (the "Pledged Debt Documents"), and (c) any and all other additional investment property, securities, instruments and chattel paper which may from time to time be pledged by the Pledgors to the Collateral Agent for the benefit of the Secured Parties (the Pledged Stock, the Pledged Debt Documents and all other additional investment property, securities, instruments and chattel paper are sometimes herein referred to collectively as the "Pledged Collateral"), and each Pledgor hereby grants to the Collateral Agent for itself and for the benefit of the other Secured Parties a security interest in all of the Pledged Collateral as security for the due and punctual payment and performance of the Secured Obligations described in Section 3 hereof.


3. Secured Obligations. The security interest hereby granted shall secure the due and punctual payment and performance of the following liabilities and obligations of the Pledgors (herein called the "Secured Obligations"):


(a) Principal of and premium, if any, and interest on, and fees, charges and other amounts due in respect of the Loans and any Letters of Credit;


(b) Any and all other obligations of the Pledgors to the Secured Parties under the Credit Agreement or under any agreement or instrument relating thereto, all as amended from time to time, including without limitation any Interest Rate Protection Agreements; and


(c) Any and all other obligations and Indebtedness of the Pledgors to the Secured Parties or any of them, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter arising, including without limitation any and all other fees, premiums, and penalties owing by the Pledgors to the Secured Parties or any of them.


4. Special Warranties and Covenants of the Pledgors. The Pledgors hereby warrant and covenant to the Secured Parties that:


(a) The Pledged Collateral is duly and validly pledged to the Secured Parties in accordance with law, and each Pledgor warrants and will defend the Secured Parties' right, title and security interest in and to the Pledged Collateral against the claims and demands of all Persons whomsoever.


(b) The Pledgors have good title to the Pledged Collateral, free and clear of all Liens of every nature whatsoever except as expressly set forth or permitted under the Credit Agreement.


(c) All of the Pledged Stock has been duly and validly issued and is fully paid and nonassessable.


(d) If any additional shares of capital stock of any class of the Companies or if any promissory notes of the Companies or other securities of the Companies are acquired by any Pledgor after the date hereof, the same shall constitute Pledged Collateral and shall be deposited with and pledged to the Collateral Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. The Pledgors will promptly notify the Collateral Agent of the date and amount of any loans made from time to time by either Pledgor to the Companies as permitted by the Credit Agreement.


2


(e) No Pledgor will sell, convey or otherwise dispose of any of the Pledged Collateral, nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Pledged Collateral or the proceeds thereof, other than Liens on or in the Pledged Collateral created hereby or which are otherwise required or permitted under the Credit Agreement.


(f) Neither Pledgor will consent to or approve the issuance of any additional shares of capital stock of any class of the Companies, except for the issuance of additional shares of capital stock to the Pledgors as permitted by and in accordance with the terms of the Credit Agreement, provided that any such additional shares of capital stock shall be deposited with and pledged to the Collateral Agent for itself and for the benefit of the other Secured Parties simultaneously with such issuance as provided in Section 2 hereof.


(g) The Pledged Debt Documents evidence the amount of outstanding indebtedness for money borrowed of the respective issuers thereof indicated on Schedule II hereto.


(h) If any additional instruments, agreements or other documents are acquired by either Pledgor evidencing any additional indebtedness owing to either Pledgor, the same shall constitute a part of the Pledged Debt Documents and Pledged Collateral and shall be deposited with and pledged to the Collateral Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. The Pledgors will promptly notify the Collateral Agent of any loans made from time to time by either Pledgor as permitted by the Credit Agreement.


(i) Notwithstanding anything to the contrary contained herein or in the Credit Agreement, none of the shares of Cortelco Systems, Inc. held by CMC as of the date of this Pledge Agreement (the "Cortelco Shares") shall be required to be pledged to the Collateral Agent under this Pledge Agreement and CMC is hereby authorized to sell or otherwise dispose of the Cortelco Shares at any time within 60 days of the date hereof. In the event that CMC has not sold or otherwise disposed of the Cortelco Shares within 60 days of the date hereof, upon the written request of the Collateral Agent, CMC shall use its best efforts to take all such actions as the Collateral Agent shall reasonably require to cause the Cortleco Shares to be pledged to the Collateral Agent pursuant to the terms of this Pledge Agreement.


5. Distributions. In case, upon the dissolution, winding up, liquidation or reorganization of the Companies whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Companies or otherwise, any sum shall be paid or any property shall be distributed upon or with respect to any of the Pledged Collateral, such sum shall be paid over to the Collateral Agent as collateral security for the Secured Obligations. In case any stock dividend shall be declared on any of the Pledged Collateral, or any share of stock or fraction thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral, or any distribution of capital (excluding ordinary cash dividends) shall be made on any of the Pledged Collateral, or any property shall be distributed upon or with respect to the Pledged Collateral pursuant to recapitalization or reclassification of the capital of the Companies, the shares or other


3


property so distributed shall be delivered to the Collateral Agent to be held as collateral security for the Secured Obligations.


6. Events of Default. There shall exist a default under this Pledge Agreement upon the happening of any of the following events or conditions (herein called "Events of Defa ...