Pacific Circuits, Inc. Subordinated Promissory Note to Lewis O. Coley, III, dated December 15, 1998

Summary

This agreement is a subordinated promissory note between Pacific Circuits, Inc. (the Payor) and Lewis O. Coley, III (the Payee), issued as part of a stock purchase transaction. Pacific Circuits promises to pay $3,547,912.70 plus interest to Mr. Coley, with interest accruing at 10% per year and payable semi-annually, subject to certain payment restrictions. The note matures on the later of December 15, 2006 or 180 days after full repayment of senior debt. The agreement also outlines conditions for prepayment, default, and interest rate adjustments.

EX-10.3 11 ex-10_3.txt EXHIBIT 10.3 Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE "SECURITIES LAWS"). THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, WHICH EXEMPTION FROM REGISTRATION SHALL BE DESCRIBED IN A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PAYOR DELIVERED TO THE PAYOR. PACIFIC CIRCUITS, INC. SUBORDINATED NOTE $3,547,912.70 December 15, 1998 PACIFIC CIRCUITS, INC., a Washington corporation ("PAYOR"), for value received, promises to pay to the order of Lewis O. Coley, III ("PAYEE"), the principal amount of THREE MILLION, FIVE HUNDRED AND FORTY SEVEN THOUSAND, NINE HUNDRED AND TWELVE DOLLARS AND SEVENTY CENTS ($3,547,912.70), together with accrued interest thereon, each calculated and payable only as and to the extent set forth in this Note (together with any PIK Notes issued pursuant to Section 1.1 below, the "NOTES"). The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Stock Purchase Agreement dated as of December 15, 1998 among Circuit Holdings, LLC, Pacific Circuits, Inc. and the Shareholders named therein (the "PURCHASE AGREEMENT"), and is one of the "Promissory Notes" referred to therein. Payee is a shareholder of the Payor and is receiving this Note pursuant to the Purchase Agreement. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Purchase Agreement. 1. PAYMENT OF PRINCIPAL AND INTEREST 1 SECTION 1.1. CALCULATION AND PAYMENT OF INTEREST. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of ten percent (10%) per annum computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. Such interest shall be payable semi-annually in arrears, beginning on June 15, 1999 and thereafter on each June 15 and December 15 until the Maturity Date; PROVIDED, HOWEVER, that any amount of cash interest which is not paid as a result of the application of the provisions of Section 8.7 of the Credit Agreement or any similar provision contained in any documents relating to the refinancing thereof (each, a "PAYMENT RESTRICTION") shall be made by the issuance of a PIK Note and Payor shall be deemed to have issued a PIK Note for any such interest regardless of whether Payor shall have actually delivered any such PIK Note. Each PIK Note, together with all accrued interest thereon, shall be due and payable on the earlier of (i) the Maturity Date and (ii) the first day following the expiration of the first 365 day period in which no Payment Restriction exists; PROVIDED, HOWEVER, that, with respect to clause (ii) above, in no event shall more than an aggregate of $880,000 of (i) principal and interest with respect to all PIK Notes then outstanding and (ii) current interest on all Promissory Notes (as defined in the Purchase Agreement) then outstanding, become due and payable in any fiscal year. Principal and interest on any PIK Note that is not paid solely by reason of the proviso in the preceding sentence shall be due and payable on the first Business Day of the next succeeding fiscal year, subject to such proviso. Each Holder, by its acceptance hereof, acknowledges (i) that Payor is contractually bound hereunder to pay cash interest only to the extent not prohibited by a Payment Restriction, (ii) that any cash interest not so paid shall be paid in the form of a PIK Note, and (iii) the failure to pay cash interest as a result of a Payment Restriction shall not constitute a default or Event of Default under this Note. SECTION 1.2. PAYMENT ON MATURITY DATE. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable on the later of (a) to the extent the term of the Credit Agreement has been extended in connection with a default or anticipated default thereunder, the date which is one hundred and eighty (180) days after the indefeasible payment in full in cash of all amounts owing under the Credit Agreement, and (b) December 15, 2006 (as applicable, the "MATURITY DATE"). Notwithstanding the foregoing, if this Note is accelerated pursuant to the terms hereof, such date of acceleration shall be the Maturity Date. SECTION 1.3. PREPAYMENTS; ADDITIONAL INTEREST. (a) Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note. (b) Within 30 days after the occurrence of a Change of Control, Payor shall prepay the entire principal amount hereof, together with any accrued interest thereon. 2 (c) Any prepayment of this Note shall be applied as follows: FIRST, to payment of accrued interest; and SECOND, to payment of principal. Upon any partial prepayment, at the request either of Payee or Payor, this Note shall be surrendered to Payor in exchange for a substitute note, which shall set forth the revised principal amount. In the event that this Note is prepaid in its entirety, this Note shall be surrendered to Payor for cancellation as a condition to any such prepayment. (d) On and after the 60th day after the consummation of a Public Offering in connection with which not less than 50% of the principal amount of Senior Debt then outstanding was repaid, interest on this Note will accrue at a rate of 13% per annum, and the additional interest of 3% per annum on this Note shall be due and payable only upon the Maturity Date. (e) In the event that (i) Payor fails to pay in full its obligations under this Note at the Maturity Date, or (ii) Payor fails to make the mandatory prepayment specified in Section 1.3(b) hereof, or (iii) Payor fails to pay in full when due interest on this Note when no Payment Restriction exists, then in each such case, any principal and interest on this Note that is not so paid when due shall accrue interest at a rate of 2% per annum in excess of the otherwise applicable rate, which additional interest shall be due and payable only upon the Maturity Date. SECTION 1.4. PAYMENTS. Payor shall make each payment hereunder not later than 11:00 a.m. (Seattle time) on the day when due in United States dollars to Payee at the address set forth in Section 6.8 or to such account of Payee of which Payee shall give Payor written notice, in same day funds, except as provided in Section 1.1. Any payment hereunder which, but for this Section 1.4, would be payable on a day which is not a Business Day, shall instead be due and payable on the Business Day next following such date for payment. 2. EVENTS OF DEFAULT The following shall constitute "EVENTS OF DEFAULT" under this Note: (a) Subject to Section 4 below, failure by Payor to make any payment or prepayment of principal required under this Note, as and when the same shall become due and payable (whether at maturity, by acceleration or otherwise); or (b) Subject to Section 4 below, failure by Payor to make any payment of interest required under this Note (whether represented by a PIK Note or otherwise), as and when the same shall become due and payable, and the continuation of such failure for a period of one hundred and eighty (180) days; or (c) Payor breaches any covenant under Section 3.1 or Section 3.2 of this Note, which breach or failure, if curable, shall continue uncured for a period of one hundred eighty (180) days 3 after the date on which written notice specifying such breach, and stating that such notice is a "Notice of Default" hereunder, shall have been given by Payee to Payor; or (d) Payor, pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or reorganization or other relief with respect to its debts; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or (e) an involuntary case or proceeding is commenced against Payor under any Bankruptcy Law and is not dismissed, bonded or discharged within ninety (90) days thereafter, or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against Payor in an involuntary case or proceeding; (ii) appoints a Custodian of Payor or for all or substantially all of its properties; or (iii) orders the liquidation of Payor; and in each case the order or decree remains unstayed and in effect for ninety (90) days. If an Event of Default specified in Section 2(a), 2(b) or 2(c) shall have occurred and be continuing and any Senior Debt shall then be outstanding, subject to the provisions of Section 4 hereof, Payee may, at its option, by notice in writing to Payor and to the Agent under the Senior Debt Documents (the "ACCELERATION NOTICE"), declare the entire principal amount of this Note and the interest accrued thereon to be due and payable upon the earlier of (i) one hundred eighty (180) days after the receipt of the Acceleration Notice by Payor and the Agent under the Senior Debt Documents or (ii) an acceleration under the Senior Debt Documents, and upon any such declaration the same shall become due and payable at such time. If an Event of Default specified in Section 2(a), 2(b) or 2(c) shall have occurred and be continuing and no Senior Debt shall then be outstanding, Payee may, at its option, declare the entire principal amount of this Note and the interest accrued thereon to be due and payable upon the date of delivery by Payee to Payor of a written notice of acceleration, and upon any such declaration the same shall become due and payable at such time. If an Event of Default specified in Section 2(d) or 2(e) hereof occurs, the 4 principal balance of and accrued interest on this Note shall become due and payable immediately without any declaration or other act on the part of Payee. If any Event of Default shall have occurred and be continuing, subject to the provisions of Sections 2 and 4 hereof, Payee may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Payee under this Note. 3. COVENANTS SECTION 3.1. AFFIRMATIVE COVENANT. Payor covenants and agrees that for so long as any indebtedness evidenced by this Note remains outstanding, unless waived in writing by the Noteholder Representative, Payor will give prompt written notice to Payee of the existence of any default or event of default or any event or condition which the giving of notice, the passage of time, or both, would constitute a default under, or with respect to, the Senior Debt. SECTION 3.2. NEGATIVE COVENANTS. Payor covenants and agrees that for so long as any indebtedness evidenced by this Note remains outstanding, Payor will not, without the prior written consent of the Noteholder Representative: (a) with respect to any class of its Capital Stock, declare or pay any dividends (other than dividends payable in the Capital Stock of the Payor) or make any other distribution of any of its property or assets to the holders of any class of Capital Stock, or purchase, redeem or retire for value any such shares of Capital Stock; PROVIDED, HOWEVER, that, without such consent, Payor shall be permitted to pay dividends to a holder of shares of Capital Stock of Payor who holds such shares as a result of such holder's (or its predecessor's) exercise of its remedies under any Senior Debt Document, but only for so long as all obligations due such holder under any such Senior Debt Document have not been paid in full in cash; or (b) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or (c) convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all of its assets; PROVIDED, HOWEVER, that the foregoing shall not apply in any way to the foreclosure, sale or other disposition of collateral pledged to secure Senior Debt pursuant to any judicial proceeding or by or at the direction of the holders of any Senior Debt or any agent or other representative acting on their behalf; or (d) consolidate with, or merge with or into, any Person unless (i) Payor shall be the continuing Person, or the Person (if other than Payor) formed by such consolidation or into which Payor is merged shall be a corporation organized and existing under the laws of the United States or any state thereof or of the District of Columbia and, in the event Payor is merged with or into any other Person, such Person shall expressly assume, by an agreement executed and 5 delivered to Payee, the obligations of Payor under this Note, (ii) no Event of Default under this Note shall have occurred and be continuing, and (iii) except with respect to a merger accounted for as a pooling of interests, after giving effect to such consolidation or merger, the Person surviving such consolidation or merger has a net worth (determined in accordance with generally accepted accounting principles) that is equal to or greater than the net worth of Payor immediately prior to such consolidation or merger. Upon any consolidation or merger of Payor in accordance with this Section 3.2(d), the successor corporation formed by such consolidation or into which Payor is merged shall succeed to, and be substituted for, and be bound by all of the obligations of, and may exercise every right and power of, Payor under this Note with the same effect as if such successor corporation had been named as Payor herein. (e) so long as a Payment Restriction exists, pay any management fee to any shareholder of Payor or to TC Management LLC or Brockway Moran & Partners Management L.P., or any of their respective affiliates. 4. SUBORDINATION SECTION 4.1. NOTE SUBORDINATED TO SENIOR DEBT. To the extent and in the manner hereinafter set forth in this Section 4, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claim, and all other payments with respect to or on account of this Note (collectively, the "SUBORDINATED DEBT") are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt. This Section 4 constitutes a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, subject to the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 4, Senior Debt shall not be deemed to have been paid in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received indefeasible payment in full in cash of all obligations under or in respect of Senior Debt (including, without limitation, Post Petition Interest). SECTION 4.2. NO PAYMENT ON NOTE IN CERTAIN CIRCUMSTANCES. (a) During the continuance of any default in the payment of any Senior Debt, whether at maturity, upon redemption or pursuant to acceleration or otherwise (each, a "PAYMENT DEFAULT"), no direct or indirect payment of any kind (other than the payment of interest on the Notes in PIK Notes) shall be made, asked for, demanded, accepted, received or retained with respect to principal, interest or other amounts due under the Notes nor shall any holder thereof exercise any remedies with respect thereto. 6 (b) Upon the occurrence of any default (other than a Payment Default) under the Credit Agreement or any other Senior Debt Document (each, a "NON-PAYMENT DEFAULT"), no payment or distribution (including any payment or distribution that may be payable by reason of any other Indebtedness of Payor being subordinated to payment of the Subordinated Debt) shall be made by or on behalf of Payor for or on account of or in respect of the Subordinated Debt until such Non-Payment Default shall have been cured or waived or otherwise ceases to exist pursuant to the terms of such Senior Debt, or the benefits of this sentence shall have been waived by or on behalf of, and at the sole option of, the holders of a majority of the principal amount of such Senior Debt. Notwithstanding the foregoing, the suspension of payments described in the preceding sentence shall terminate, and the Payor shall be obligated to make all payments of interest on this Note, including any payments not made by virtue of such suspension, if any holder or holders of the relevant Senior Debt has not, on or prior to the 180th day after the occurrence of the Non-Payment Default under the Senior Debt, declared all unpaid principal and interest on such Senior Debt to be immediately due and payable, unless such Non-Payment Default shall have been cured or waived or otherwise ceases to exist pursuant to the terms of such Senior Debt, or the benefits of the previous sentence shall have been waived by or on behalf of, and at the sole option of, the holders of a majority of the principal amount of such Senior Debt. (c) Payee agrees that, so long as payments or distributions for or on account of the Subordinated Debt are not permitted pursuant to this Section 4, Payee will not take, sue for, ask or demand from Payor payment of all or any amounts under or in respect of this Note, or commence, or join with any creditor other than the holders of Senior Debt and their agents in commencing, directly or indirectly cause Payor to commence, or assist Payor in commencing, any proceeding referred to in Section 4.3, and Payee shall not take or receive from Payor, directly or indirectly or on its behalf, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any amounts under or in respect of the Subordinated Debt. In the event that notwithstanding the foregoing provisions of this Section 4.2, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other Indebtedness of Payor being subordinated to payment of the Subordinated Debt), shall be received by Payee for or on account of or in respect of the Subordinated Debt before all Senior Debt is indefeasibly paid in full, such payment or distribution shall be received and held in trust for, and shall be paid over (in the same form as so received, to the extent practicable, and with any necessary endorsement) to the holders of the Senior Debt remaining unpaid or their representative or representatives, or to the trustee or trustees under any such indenture or agreement under which any Senior Debt may have been issued, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Debt, until all Senior Debt shall have been indefeasibly paid in full in cash, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. SECTION 4.3. DISSOLUTION; LIQUIDATION; BANKRUPTCY; ACCELERATION. In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, 7 reorganization or other similar proceeding in connection therewith, relative to the Payor or any of its assets, or (ii) any liquidation, dissolution or other winding up of the Payor, whether voluntary or involuntary or whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Payor, or (iv) the acceleration of the Senior Debt by reason of the occurrence of a default or an event of default thereunder (each such event, if any, herein sometimes referred to as a "PROCEEDING"), or (v) a default in the payment of any Senior Debt at maturity (whether by acceleration or otherwise): (a) The holders of all Senior Debt shall first be entitled to receive payment in full in cash of all Senior Debt before any direct or indirect payment may be made for or on account of payments under or in respect of the Subordinated Debt, whether in cash, property or securities of any kind; (b) Any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other Indebtedness of Payor being subordinated to payment of the Subordinated Debt), to which Payee would be entitled except for the provisions of this Section 4, shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to the holders of Senior Debt or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Debt may have been issued for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Debt, to the extent necessary to make payment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. (c) The holders of Senior Debt are hereby irrevocably authorized and empowered (in their own names or in the name of Payee or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in paragraph (b) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the amounts owing under the Subordinated Debt or enforcing any security interest or other lien securing payment of the amounts owing under the Subordinated Debt) as they may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the holders of Senior Debt hereunder; PROVIDED, HOWEVER, that (i) the holders of Senior Debt shall not file any such claim or proof of claim referred to in this Section 4.3(c) unless Payee shall fail to file a proper claim, or proof of claim, in the form or forms required, prior to 5 Business Days before the expiration of the time to file such claim or claims and (ii) the holders of Senior Debt shall not exercise any rights under this Section 4.3(c) unless and until the Noteholder Representative has received three Business Days prior written notice from any Person that an event of default exists under a Senior Debt Document. (d) Payee shall duly and promptly take such action as the holders of Senior Debt may reasonably request to execute and deliver to the holders of Senior Debt such powers of attorney, 8 assignments, or other instruments as the holders of Senior Debt may request in order to enable the holders of Senior Debt to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the amounts owing under the Subordinated Debt. (e) In the event that notwithstanding the foregoing provisions of this Section 4.3, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other Indebtedness of Payor being subordinated to payment of the Subordinated Debt), shall be received by Payee for or on account of or in respect of the Subordinated Debt before all Senior Debt is indefeasibly paid in full, such payment or distribution shall be received and held in trust for, and shall be paid over (in the same form as so received, to the extent practicable, and with any necessary endorsement) to the holders of the Senior Debt remaining unpaid or their representative or representatives, or to the trustee or trustees under any such indenture or agreement under which any Senior Debt may have been issued, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Debt, until all Senior Debt shall have been indefeasibly paid in full in cash, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. SECTION 4.4. SUBROGATION. Upon the indefeasible payment in full in cash of all Senior Debt, Payee shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of Payor applicable to the Senior Debt until the principal of and interest on and all other amounts payable under the Subordinated Debt shall be paid in full, and for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which Payee would be entitled except for the provisions of this Section 4 and no payment over pursuant to the provisions of this Section 4 to the holders of Senior Debt by Payee shall, as between Payor, its creditors other than holders of Senior Debt, and Payee, be deemed to be a payment by Payor to or on account of the Senior Debt. It is understood that the provisions of this Section 4 are and are intended solely for the purpose of defining the relative rights of Payee, on the one hand, and the holders of the Senior Debt, on the other hand. SECTION 4.5. OBLIGATIONS OF PAYOR UNCONDITIONAL. Nothing contained in this Section 4 or elsewhere in this Note is intended to or shall impair, as among Payor, its creditors other than the holders of Senior Debt, and Payee, the obligation of Payor, which is absolute and unconditional, to pay to Payee the principal of and interest on and all other amounts due under this Note in accordance with its terms, or is intended to or shall affect the relative rights of Payee and creditors of Payor other than the holders of the Senior Debt, nor shall anything herein prevent Payee from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the provisions of this Section 4 and to the rights of holders of Senior Debt to receive distributions and payments otherwise payable to Payee. SECTION 4.6. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. Upon any payment or distribution of assets of Payor referred to in this Section 4, Payee shall be 9 entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to Payee, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Section 4 of this Note. Such reliance shall not affect the rights of the holders of the Senior Debt. SECTION 4.7. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF PAYOR OR HOLDERS OF SENIOR DEBT. No right of any present or future holders of any Senior Debt to enforce subordination as provided herein will at any time in any way be prejudiced or impaired by any act or failure to act on the part of Payor or by any act or failure to act by any such holder, or by any act, failure to act or noncompliance by Payor, the holders of Senior Debt or their respective agents with the terms of this Note, regardless of any knowledge thereof which any such holder or Payor may have or otherwise be charged with. No amendment, waiver or other modification of this Note shall in any way adversely affect the rights of the holders of any Senior Debt under this Section 4 unless such holders of Senior Debt consent in writing to such amendment, waiver or modification. The provisions of this Section 4 are intended for the benefit of and shall be enforceable directly by the holders of the Senior Debt. SECTION 4.8. FURTHER ASSURANCES. Payee and Payor each will, at Payor's expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or appropriate, or that the holders of Senior Debt may request, in order to protect any right or interest granted or purported to be granted hereby or to enable the holders of Senior Debt to exercise and enforce their rights and remedies hereunder. SECTION 4.9. AGREEMENTS IN RESPECT OF SUBORDINATED DEBT. (a) Payor agrees that it will not make any payment for or on account of or in respect of this Note, or take any other action, in contravention of the provisions of this Section 4. (b) Payee shall promptly notify the holders of Senior Debt, at Dresdner Bank AG, New York and Grand Cayman Branches, 75 Wall Street, New York, New York, 10005, or such other address of which Payee has been notified in writing, of the occurrence of any default under this Note of which Payee shall obtain knowledge. SECTION 4.10. OBLIGATIONS HEREUNDER NOT AFFECTED. All rights and interests of the holders of Senior Debt hereunder, and all agreements and obligations of Payee and Payor under this Section 4, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of the Credit Agreement or any other Senior Debt Document; 10 (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Debt, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Debt; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of Payor or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of Payor or any of its Subsidiaries; or (f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Payor or a subordinated creditor. The provisions of this Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by the holders of Senior Debt upon the insolvency, bankruptcy or reorganization of Payor or otherwise, all as though such payment had not been made. SECTION 4.11. WAIVER. Payee and Payor each hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Senior Debt and this Section 4 and any requirement that the holders of Senior Debt protect, secure, perfect or insure any security interest or lien on any property subject thereto or exhaust any right or take any action against Payor or any other person or entity or any collateral. SECTION 4.12. NO WAIVER; REMEDIES. No failure on the part of the holders of Senior Debt to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 4.13. CONTINUING AGREEMENT; ASSIGNMENTS UNDER SENIOR DEBT AGREEMENTS. The provisions of this Section 4 constitute a continuing agreement and shall (i) remain in full force and effect until the indefeasible payment in full in cash of the Senior Debt, (ii) be binding upon Payee, Payor and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the holders of Senior Debt and their successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), the holders of Senior Debt may 11 assign or otherwise transfer all or any portion of their rights and obligations under the Credit Agreement or any other Senior Debt Document, as applicable, to any other person or entity, and such other person or entity shall thereupon become vested with all the rights in respect thereof granted to the holders of Senior Debt herein or otherwise. 5. CERTAIN DEFINITIONS "AGENT" means Dresdner Bank AG, New York and Grand Cayman Branches, as agent for the lenders under the Credit Agreement, and its successors and assigns. "BANKRUPTCY LAW" means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Payor. "BUSINESS DAY" means each day other than Saturdays, Sundays and days when commercial banks are authorized or required by law to be closed for business in Seattle, Washington. "CAPITAL STOCK" means, with respect to any Person, any and all shares, interests, participations, warrants, options or other equivalents (however designated) of capital stock of such Person (if a corporation) and any and all equivalent ownership interests in such Person (if other than a corporation), in each case whether now outstanding or hereafter issued. "CHANGE OF CONTROL" means (i) the closing of any transaction involving the Payor as a result of which the holders of the Payor's common stock immediately prior to the transaction being entered into will own less than a majority of the common stock of Payor or of any other corporation or legal entity succeeding to the Payor's business and assets; (ii) a sale by the holders (other than Payee) of the Payor's common stock, in one or more related transactions (other than sales pursuant to an offering registered under the Securities Act of 1933, as amended, or sales made pursuant to Rule 144 thereunder), of a number of shares equal to greater than fifty percent (50%) of the total number of shares of common stock of Payor outstanding; (iii) the accumulation by any person (other than any person owning any shares of Payor's common stock as of the date hereof or any affiliate of any such person) of a majority of the outstanding common stock of Payor; or (iv) individuals who on the date hereof constitute the board of directors of Payor (together with any new directors whose election by the board of directors or whose nomination by the board of directors for election by Payor's stockholders was approved by a vote of at least two-thirds of the members of the board of directors then in office who either were members of the board of directors on the date hereof or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of Payor. 12 "CREDIT AGREEMENT" means the Credit Agreement dated as of December 15, 1998 among the Payor, Agent and the other parties thereto, together with all agreements, instruments and documents related thereto (including without limitation any guarantee agreements and security documents), in each case as such agreement, instrument or document may be amended, modified, supplemented, renewed or replaced from time to time, including without limitation any agreement or document extending the maturity of, refinancing, replacing or otherwise restructuring all or any part of the indebtedness or other obligations under such agreement, instrument or document or any replacement or successor agreement, instrument or document and whether by the same or any other agent, lender or group of lenders. "CUSTODIAN" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "EVENT OF DEFAULT" means any of the occurrences specified under Sections 2(a) through 2(e) of this Note. "INDEBTEDNESS" of any Person means all obligations of such Person for borrowed money or evidenced by bonds, notes, debentures or similar instruments, and capitalized lease obligations. "NOTEHOLDER REPRESENTATIVE" means Lewis O. Coley, III, as representative of the holders of the Subordinated Notes outstanding from time to time hereunder. "PERSON" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "PIK NOTES" means the PIK Notes issued pursuant to Section 1.1 hereof in lieu of cash interest, which shall contain terms substantially identical to this Note except that (i) the interest on a PIK Note shall be 9.46% per annum and (ii) any failure to pay principal as described in Section 2(a) with respect to a PIK Note shall not constitute an Event of Default with respect to such PIK Note until such failure shall have continued for a period of one hundred and eighty (180) days. "POST PETITION INTEREST" means interest at the contract rate (including any rate applicable upon default) accrued or accruing after the commencement of a Proceeding whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code or whether or not such interest accrues after the filing of such petition for purposes of such Title. "REFINANCING DEBT" means any Indebtedness incurred to repay, refinance or otherwise replace Indebtedness or obligations (including, without limitation, commitments) under the Credit Agreement. 13 "SENIOR DEBT" means all obligations of Payor (including without limitation contingent obligations with respect to undrawn letters of credit issued under the Credit Agreement, any obligations owed with respect to indemnification obligations, interest rate protection incurred to satisfy the requirements of the Credit Agreement and commitment fees and agency fees payable thereunder or pursuant thereto) (i) under the Credit Agreement or (ii) with respect to Refinancing Debt (including in each such case fees, expenses, claims, charges, indemnity obligations and Post Petition Interest). Senior Debt outstanding under or in respect of Senior Debt Documents shall continue to constitute Senior Debt notwithstanding that such Senior Debt may be disallowed, avoided or subordinated pursuant to any Bankruptcy Law or other applicable insolvency law or equitable principles. "SENIOR DEBT DOCUMENTS" means the Credit Agreement and any other agreement, indenture, mortgage, guaranty, pledge, security agreement, instrument or document evidencing or securing or otherwise relating to Senior Debt or pursuant to which Senior Debt is incurred. "SUBORDINATED NOTE" means each of this Note and each other subordinated promissory note made by Payor pursuant to the Purchase Agreement, including without limitation, in each case, any PIK Notes issued pursuant to the terms thereof. "SUBSIDIARY" means, with respect to any Person, any corporation or other entity, whether such corporation or entity now exists or shall hereafter be created, of which a majority of the Capital Stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person. 6. MISCELLANEOUS SECTION 6.1. SECTION HEADINGS. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note. SECTION 6.2. AMENDMENT AND WAIVER. Subject to Section 6.9 hereof, no provision of this Note may be amended or waived unless Payor shall have obtained the written agreement of Payee and (unless there are no amounts and no commitments outstanding under the Credit Agreement) the Agent under the Credit Agreement, and any such waiver by Payee shall be effective only in the specific instance for the specific purpose for which it is given. No failure or delay in exercising any right, power or privilege hereunder shall imply or otherwise operate as a waiver of any rights of Payee, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege. SECTION 6.3. SUCCESSORS, ASSIGNS AND TRANSFERORS. This Note may not be assigned or transferred by Payee to (x) any competitor, customer or supplier of Payor or any of its Subsidiaries or (y) to any other Person if such assignment or transfer would cause any interest 14 payments due under this Note to become non-deductible as an expense for any tax purposes. Payor may not assign its obligations under this Note without the prior written consent of Payee except in connection with a transaction permitted under Section 3.2(d) hereof. Subject to the foregoing, the obligations of Payor and Payee under this Note shall be binding upon, and inure to the benefit of, and be enforceable by, Payor and Payee, and their respective successors and permitted assigns, whether or not so expressed. SECTION 6.4. GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any conflicts of laws principles thereof that would otherwise require the application of the law of any other jurisdiction. SECTION 6.5. LOST, STOLEN, DESTROYED OR MUTILATED NOTE. Upon receipt of evidence reasonably satisfactory to Payor of the loss, theft, destruction or mutilation of this Note and of indemnity arrangements reasonably satisfactory to Payor from or on behalf of the holder of this Note, and upon surrender or cancellation of this Note if mutilated, Payor shall make and deliver a new note of like tenor in lieu of such lost, stolen, destroyed or mutilated Note, at Payee's expense. SECTION 6.6. WAIVER OF PRESENTMENT, ETC. Except as otherwise provided herein, presentment, demand, protest, notice of dishonor and all other notices are hereby expressly waived by Payor. SECTION 6.7. USURY. Nothing contained in this Note shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate legally enforceable. If the rate of interest called for under this Note at any time exceeds the maximum rate legally enforceable, the rate of interest required to be paid hereunder shall be automatically reduced to the maximum rate legally enforceable. If such interest rate is so reduced and thereafter the maximum rate legally enforceable is increased, the rate of interest required to be paid hereunder shall be automatically increased to the lesser of the maximum rate legally enforceable and the rate otherwise provided for in this Note. SECTION 6.8. NOTICES. Any notice, request, instruction or other document to be given hereunder by either party to the other shall be in writing and shall be deemed given when received and shall be (i) delivered personally or (ii) mailed by certified mail, postage prepaid, return receipt requested or (iii) delivered by Federal Express or a similar overnight courier or (iv) sent via facsimile transmission to the fax number given below, as follows: IF TO PAYOR, ADDRESSED TO: Pacific Circuits, Inc. c/o Thayer Equity Investors III, L.P. 1455 Pennsylvania Avenue, N.W., Suite 350 15 Washington, D.C. 20004 Attention: Jeffrey Goettman Fax Number: (202) 371-0391 WITH A COPY TO: Shearman & Sterling 555 California Street San Francisco, California 94104 Attention: Christopher D. Dillon, Esq. and Steven E. Sherman, Esq. Fax Number: (415) 616-1199 IF TO PAYEE, ADDRESSED TO: Lewis D. Coley, III 1925 E. Beaver Lake Dr., S.E. Issaquah, Washington 98029 WITH A COPY TO: Preston Gates & Ellis LLP 5000 Columbia Center 701 5th Ave. Seattle, WA 98104-7078 Attention: Connie R. Collingsworth, Esq. Fax Number: (206) 623-7022 or to such other place and with such other copies as either party may designate as to itself by written notice to the other party. In the event that any notice under this Note is required to be made on or as of a day which is not a Business Day, then such notice shall not be required to be made until the first day thereafter which is a Business Day. SECTION 6.9. ACTION BY THE NOTEHOLDER REPRESENTATIVE. Subject to the provisions of this Section 6.9, the Noteholder Representative and Payor may enter into agreements for the purpose of adding or modifying provisions of the Notes or changing in any manner the rights of the Payee or Payor hereunder or waiving any covenant, default or Event of Default hereunder; PROVIDED, HOWEVER, that no supplemental agreement shall, without the consent of the Payee: (a) extend the stated maturity of this Note or reduce the principal amount hereof, or reduce the rate or change the time of payment of interest due on this Note; or (b) amend this Section 6.9; or (c) effect any change in the terms of this Note which is not also applicable to each other 16 Subordinated Note; and PROVIDED, FURTHER, that no change may be made to this Note which would either modify the subordination provisions hereof or would otherwise adversely affect the rights of the holders of Senior Debt without the written consent, prior to the indefeasible repayment thereof in cash, of the Lenders (as defined in the Credit Agreement) and thereafter the holders of a majority in principal amount of Senior Debt. SECTION 6.10. EXPENSES. Payor and Payee hereby agree that, in connection with any action, suit, claim or proceeding by Payor or Payee to enforce any of its rights hereunder, the amount of any and all reasonable fees and expenses of counsel incurred by the prevailing party in such action, suit, claim or proceeding shall be payable by the non-prevailing party upon demand. Payor hereby agrees to pay to Payee the amount of any and all reasonable expenses, including reasonable fees and expenses of its counsel, which Payee may incur in connection with the successful defense of any claims made against Payee by the holders of the Senior Debt in respect of Payee's rights hereunder. Notwithstanding the foregoing, any amounts payable by Payor under this Section 6.10 shall be paid only after all obligations of Payor under the Senior Debt Documents shall have been paid in full in cash. IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. PACIFIC CIRCUITS, INC. By: /s/ Jeffrey W. Goettman ----------------------------- Name: Jeffrey W. Goettman Title: Secretary 17 ACKNOWLEDGMENT Lewis O. Coley, III, Payee under the attached Subordinated Note, dated as of December 15, 1998 (the "Note") hereby acknowledges the provisions of Section 4 and Section 6.9 of the Note and agrees to be bound by the provisions thereof. /s/ Lewis O. Coley, III -----------------------------