EXHIBIT 99.07 MANAGEMENT SERVICES AGREEMENT -----------------------------Management Services Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Illinois
EXHIBIT 99.04 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Illinois
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
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...Liability Company Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Delaware
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
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
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...Heartland Technology Inc • May 24th, 2000 • Blank checks • Wisconsin
SECTION 1 DEFINITIONSReplacement Security Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks • Wisconsin
EXHIBIT 99.02 COLLATERAL PLEDGE AGREEMENT Date: May _____, 2000 DEBTOR: HTI Z Corp. 547 West Jackson Boulevard Suite 1510 Chicago, Illinois 60661 Facsimile No. 312/663-9397 Attention: Lawrence S. Adelson SECURED PARTY: Wells Fargo Business Credit,...Collateral Pledge Agreement • May 24th, 2000 • Heartland Technology Inc • Blank checks
