THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “SECURITIES ACTS”), AND IS NOT TRANSFERABLE, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Debt Instrument • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories • Illinois
THIS SUBORDINATED NOTE (“NOTE”) AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JULY 21, 2000 (AS AMENDED, MODIFIED OR RESTATED, THE “INTERCREDITOR AGREEMENT”) AMONG CLARION TECHNOLOGIES, INC., A DELAWARE CORPORATION (“COMPANY”), CERTAIN SUBSIDIARIES OF THE COMPANY (TOGETHER WITH THE COMPANY, THE “LOAN PARTIES”), WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., AND LASALLE BANK NATIONAL ASSOCIATION (“AGENT”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE LOAN PARTIES TO THE HOLDERS OF ALL OF THE NOTES ISSUED PURSUANT TO, AND THE OTHER LENDER PARTIES UNDER, THAT CERTAIN CREDIT AGREEMENT DATED AS OF FEBRUARY 29, 2000, AS AMENDED, AMONG THE LOAN PARTIES, AGENT AND THE BANKS AND OTHER LENDERS THEREUNDER, AS SUCH CREDIT AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS
TERM NOTETerm Note • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories
FOR VALUE RECEIVED, the undersigned, Clarion Technologies, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company signatory hereto (herein, the “Subsidiaries”, together with the Company and their respective successors and assigns, the “Loan Parties”), jointly and severally, promise to pay to the order of Bank One, NA, a national banking association with its main office in Chicago, Illinois (herein, together with its successors and assigns, called the “Bank”), the principal sum of THIRTEEN MILLION AND 00/100 DOLLARS ($13,000,000), payable in forty-seven (47) consecutive equal monthly principal installments in the amount of One Hundred Eight Thousand Three Hundred Thirty-Four and 00/100 Dollars ($108,334.00) on the tenth (10th) day of each month commencing May 10, 2003 through March 10, 2007, plus interest, with a final payment of the entire principal balance outstanding, plus all accrued and unpaid interest, hereunder due on April 10, 2007. This Term Note (her
REVOLVING NOTERevolving Note • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories
FOR VALUE RECEIVED, on or before the Termination Date (or, if such day is not a Business Day, on the next following Business Day), the undersigned, Clarion Technologies, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company signatory hereto (herein, the “Subsidiaries”, together with the Company and their respective successors and assigns, called the “Loan Parties”), jointly and severally, promise to pay to the order of Bank One, NA, a national banking association with its main office in Chicago, Illinois (herein, together with its successors and assigns, called the “Bank”), the maximum principal sum available of Nine Million and 00/100 Dollars ($9,000,000) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the undersigned pursuant to an Amended and Restated Credit Agreement dated as of even date herewith among the Loan Parties, the financial institutions, including the Bank, that are or from time to time may become
LEASE AGREEMENTLease Agreement • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories • Michigan
Made as of the 13th day of October, 2000 between COUGAR DEVELOPMENT, LLC, a Michigan limited liability company, of 1730 Three Mile Road, NE, Grand Rapids, Michigan, 49505 (“Landlord”), and WAMAR PRODUCTS, INC., a Michigan corporation, of 235 Central Avenue, Holland, Michigan (“Tenant”) and CLARION TECHNOLOGIES, INC., a Michigan corporation, also of 235 Central Avenue, Holland, Michigan (as “Guarantor”).
WAIVER, CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENTSenior Subordinated Loan Agreement • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories
This WAIVER, CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (“First Amendment”) is made and entered into as of April 14, 2003 between CLARION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), its subsidiaries party hereto (the Company and its subsidiaries are referred to individually as a “Loan Party” and collectively as the “Loan Parties”), jointly and severally, as borrowers and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (“WBMCF”), the Emilie D. Wierda Living Trust dated 3/1/94, William Beckman, Thomas Wallace, the Craig Wierda Grantor Retained Annuity Trust, dated January 31, 1994, and the Emilie Wierda Grantor Retained Annuity Trust, dated January 31, 1994, (together with WBMCF, each a “Lender” and collectively, as the “Lenders”).
CREDIT AGREEMENT Dated as of April 14, 2003 Among CLARION TECHNOLOGIES, INC. AND ITS SUBSIDIARIES, Jointly and severally, VARIOUS FINANCIAL INSTITUTIONS, And BANK ONE, NA, as AgentCredit Agreement • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories • Michigan
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 14, 2003 (this “Agreement”) is entered into by and among CLARION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and its subsidiaries party hereto (the Company and its subsidiaries are collectively referred to as the “Loan Parties”), jointly and severally, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Banks”), and BANK ONE, NA, a national banking association with its main office in Chicago, Illinois, successor by merger to Bank One, Michigan, a Michigan banking corporation (in its individual capacity, “Bank One”), as agent on behalf of the Banks (in such capacity, the “Agent”).
EMPLOYMENT AND STOCK OPTION AGREEMENTEmployment Agreement • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories • Michigan
THIS EMPLOYMENT AND STOCK OPTION AGREEMENT is between CLARION TECHNOLOGIES, INC., a Delaware corporation, with its principal offices at 235 Central Avenue, Holland, Michigan 49423 (the “Company”), and DAVID SELVIUS, of 4488 Creek View Dr., Hudsonville, Michigan 49426 (the “Employee”), effective as of the 22nd day of December, 2000 (the “Effective Date”).
CAPEX NOTECapex Note • May 2nd, 2003 • Clarion Technologies Inc/De/ • Motor vehicle parts & accessories
FOR VALUE RECEIVED, the undersigned, Clarion Technologies, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company signatory hereto (herein, the “Subsidiaries”, together with the Company and their respective successors and assigns, called the “Loan Parties”), jointly and severally, promise to pay to the order of Bank One, NA, a national banking association with its main office in Chicago, Illinois (herein, together with its successors and assigns, called the “Bank”), aggregate principal amount of Capex Loans outstanding under this Note as of April 14, 2004, payable in thirty-five (35) consecutive equal monthly principal installments each in the amount equal to one sixtieth (1/60th) of such aggregate principal amount, on the last business day of each month commencing May 15, 2004 through March 15, 2007, plus interest, with the final payment of the entire principal balance outstanding, plus all accrued and unpaid interest, hereunder due on April 15, 2007, plus i
