EXHIBIT 99.3 LOAN AND SECURITY AGREEMENT DATED AS OF APRIL 29, 1998Loan and Security Agreement • May 13th, 1998 • Heartland Technology Inc • Illinois
ARTICLE IAsset Purchase Agreement • April 2nd, 1998 • Heartland Technology Inc • Delaware
AMENDMENT AGREEMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 14th, 2000 • Heartland Technology Inc • Blank checks
SECTION 1 DEFINITIONSSecurity Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Wisconsin
EXHIBIT 99.05 ZECAL TECHNOLOGY, LLC ___________________________________ LIMITED LIABILITY COMPANY AGREEMENT Dated as of May ___, 2000 THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE...Limited Liability Company Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Delaware
EXHIBIT 99.07 MANAGEMENT SERVICES AGREEMENT -----------------------------Management Services Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Illinois
R E C I T A L S:Credit and Security Agreement • August 14th, 2000 • Heartland Technology Inc • Blank checks
EXHIBIT 99.1 HEARTLAND TECHNOLOGY, INC. Subscription Agreement ----------------------Subscription Agreement • March 9th, 2000 • Heartland Technology Inc • Blank checks • Illinois
PROMISSORY NOTE (this "Note")Promissory Note • April 24th, 1998 • Heartland Technology Inc • California
Exhibit 10.2 ALLONGE TO REVOLVING NOTE THIS ALLONGE TO REVOLVING NOTE (this "Allonge") is made and entered into as of the 30th day of April, 2001 by and among SOLDER STATION-ONE, INC., a California corporation ("Solder Station"), and SS Acquisition...Revolving Note • August 14th, 2001 • Heartland Technology Inc • Blank checks
EXHIBIT 10.3 FIRST AMENDMENT AND WAIVER TO THE LOAN AND SECURITY AGREEMENT THIS AMENDMENT AND WAIVER is made effective as of this 26th day of January 1998, between PG DESIGN ELECTRONICS, INC. (formerly known as PG Newco Corp.), a Delaware corporation...Loan and Security Agreement • May 15th, 1998 • Heartland Technology Inc • Illinois
EXHIBIT 99.04 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Illinois
NOTE ----Note • May 15th, 1998 • Heartland Technology Inc
Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of the 30th day of April, 2001 by and among SOLDER STATION-ONE, INC., a California corporation ("Solder...Loan and Security Agreement • August 14th, 2001 • Heartland Technology Inc • Blank checks
EXHIBIT 2.1 SOLDER STATION-ONE, INC. AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 24th, 1998 • Heartland Technology Inc • California
FACILITIES AGREEMENT --------------------Facilities Agreement • April 2nd, 1998 • Heartland Technology Inc • Illinois
RECITALS:Acquisition Agreement • May 13th, 1998 • Heartland Technology Inc • Michigan
EXHIBIT 10.18 NONQUALIFIED STOCK OPTION AGREEMENT GRANTED TO: Edwin Jacobson DATE OF GRANT: January 2, 1998 GRANTED PURSUANT TO: Heartland Technology, Inc. 1997 Incentive and Capital Accumulation Plan NUMBER OF UNDERLYING 50,000 shares SHARES OF...Nonqualified Stock Option Agreement • April 2nd, 1998 • Heartland Technology Inc
AGREEMENT ---------Continuing Guaranty • April 24th, 1998 • Heartland Technology Inc • California
RECITALSLoan and Security Agreement • May 13th, 1998 • Heartland Technology Inc • Illinois
EXHIBIT 10.4 CONVEYANCE AGREEMENT -------------------- CONVEYANCE AGREEMENT, dated this 29th day of June, 1993, by and among Chicago Milwaukee Corporation, a Delaware corporation ("CMC"), and Milwaukee Land Company, a Delaware corporation ("MLC"). W I...Conveyance Agreement • April 2nd, 1998 • Heartland Technology Inc • Illinois
SCHEDULE 6.4Asset Purchase Agreement • June 22nd, 2001 • Heartland Technology Inc • Blank checks
THIS MEMBERS AGREEMENT (this "Agreement") is made as of May __, 2000, --------- between Zecal Technology, LLC, a Delaware limited liability company (the "Company"), each of the Members listed on the Schedule of Members attached -------...Members Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Delaware
Heartland Technology, Inc. 547 West Jackson Boulevard Chicago, Illinois 60661 [date] Mr. Edwin Jacobson 161 East Chicago Avenue Apartment 43H Chicago, Illinois 60611 Re: Third Amendment to Employment Agreement Dear Mr. Jacobson: We are writing with...Employment Agreement • April 25th, 2000 • Heartland Technology Inc • Blank checks
Therefore, subject to your signing and returning to the Company, c/o Richard P. Brandstatter, a duplicate original of this letter, effective as of the date hereof, Section 1 and Section 7(d)(i) of the Employment Agreement are hereby amended to delete the date "May 30, 2002" and substitute therefor the date "May 30, 2005." Except as amended by this letter, the Employment Agreement remains in full force and effect in accordance with its terms.
MILWAUKEE LAND COMPANY 547 West Jackson Boulevard Chicago, Illinois 60661Employment Agreement • April 2nd, 1998 • Heartland Technology Inc
We are writing with respect to your employment by Milwaukee Land Company (the "Company") as President and Chief Executive Officer of the Company, pursuant to an Employment Agreement, dated June 29, 1993 and amended August 7, 1996 (as so amended, the "Employment Agreement"), the term of which expires on July 2, 2000. The Company acknowledges and recognizes the value of your experience and abilities to the Company since the beginning of your employment with the Company, as well as your increased responsibilities in connection with the Company's acquisition of substantially all of the assets of PG Design Electronics, Inc., and the Company desires to continue to retain and make secure for itself such experience and abilities through May 30, 2002 and to increase your annual base salary, effective May 30, 1997, to $175,000. Therefore, as of the date hereof, (i) Section 1 and Section 7(d)(i) of the Employment Agreement are hereby amended to delete the date "July 2, 2000" and substitute theref
EXHIBIT 10.13 EMPLOYMENT AGREEMENT -------------------- Agreement, made this 30th day of May, 1997, by and between PG NEWCO CORP., a Delaware corporation with its principal offices located in Chesterfield, Michigan (the "Company), a wholly owned...Employment Agreement • April 2nd, 1998 • Heartland Technology Inc • Michigan
2. Proposed Zecal Reorganization. Reference is made to Section 7.6 ----------------------------- of the Credit Agreement. Borrower has given Lender prior notice of the planned transactions (the "Proposed Zecal Reorganization") whereby Zecal shall sell...Credit and Security Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks
THIS REGISTRATION AGREEMENT (this "Agreement") is made as of May __, 2000, --------- by and among Zecal Technology, LLC, a Delaware limited liability company (together with its successors and permitted assigns, the "Company"), LZ ------- Partners,...Registration Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Delaware
EXHIBIT 10.17 STOCK APPRECIATION RIGHT AGREEMENT GRANTED TO: Edwin Jacobson DATE OF GRANT: January 2, 1998 GRANTED PURSUANT TO: Heartland Technology, Inc. 1997 Incentive and Capital Accumulation Plan NUMBER OF UNDERLYING 25,000 shares SHARES OF COMMON...Stock Appreciation Right Agreement • April 2nd, 1998 • Heartland Technology Inc
RECITALS:Credit and Security Agreement • March 30th, 2000 • Heartland Technology Inc • Blank checks
GUARANTYGuaranty • April 24th, 1998 • Heartland Technology Inc • Illinois
EXHIBIT 99.2 First Amendment to Asset Purchase Agreement THIS AGREEMENT is made on this _______ day of June, 2001, by and between PG. Design Electronics, Inc. ("Seller"), a Delaware corporation, whose principal place of business is located at 48700...Asset Purchase Agreement • June 22nd, 2001 • Heartland Technology Inc • Blank checks
Exhibit 10.3 LLC INTEREST AND WARRANT PURCHASE AGREEMENT THIS LLC INTEREST AND WARRANT PURCHASE AGREEMENT, dated as of October 16, 2000 (this "Agreement"), is made by and among Zecal Technology, LLC, a Delaware limited liability company ("LLC"), HTI Z...LLC Interest and Warrant Purchase Agreement • November 14th, 2000 • Heartland Technology Inc • Blank checks • Delaware
GUARANTYGuaranty • May 13th, 1998 • Heartland Technology Inc
THIS GUARANTY, executed this 29th day of April, 1998, by HEARTLAND TECHNOLOGY, INC. (hereinafter "Guarantor") in favor of ZECAL, INC. ("Zecal" which term shall include Zecal and any successor or assign of Zecal):
EXHIBIT 99.09 REPLACEMENT GUARANTY BY CORPORATION This Replacement Guaranty by Corporation dated as of May _____, 2000, is made by HTI Z CORP., a Delaware corporation formerly known as Zecal Corp. (the "Guarantor"), for the benefit of WELLS FARGO...Replacement Guaranty • May 24th, 2000 • Heartland Technology Inc • Blank checks • Wisconsin
