EX-2 3 g86787exv2.txt EX-2 MODIFIED SECOND AMENDED PLAN EXHIBIT 2 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION In re: ) ) Chapter 11 REPTRON ELECTRONICS, INC., ) ) Case No.:03-35966-BKC-PGH Debtor. ) ) --------------------------- DEBTOR'S MODIFIED SECOND AMENDED PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE [THE FIRST AMENDED DISCLOSURE STATEMENT WAS APPROVED WITH RESPECT TO THIS SECOND AMENDED PLAN OF REORGANIZATION BY THE BANKRUPTCY COURT ON DECEMBER 17, 2003. ACCORDINGLY THE DEBTOR AND THE CREDITORS COMMITTEE URGES YOU TO VOTE TO ACCEPT THE PLAN] TEW CARDENAS LLP Thomas R. Lehman, P.A. Lynn Maynard Gollin, Esq. 201 South Biscayne Boulevard Miami Center, Suite 2600 Miami, Florida 331312 Tel: (305) 536-1112 Fax: (305) 536-1116 Counsel to the Debtor Dated: January 14, 2004. TABLE OF CONTENTS
Page ---- ARTICLE I DEFINITIONS AND INTERPRETATIONS.............................................................. 1 A. Definitions.............................................................................................. 1 B. Interpretation, Application Of Definitions And Rules Of Construction.................................... 10 ARTICLE II PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS, DIP FACILITY CLAIM AND PRIORITY TAX CLAIMS ......................................... 11 2.1. Administrative Expense Claims..................................................................... 11 2.2. DIP Facility Claim................................................................................ 11 2.3. Priority Tax Claim................................................................................ 11 ARTICLE III CLASSIFICATION OF CLAIMS AGAINST AND INTERESTS IN THE DEBTOR. .................................................................................... 11 3.1. Class 1--Other Priority Claims.................................................................... 11 3.2. Class 2A - Gaylord Facility Claim................................................................. 11 3.3. Class 2B - Hibbing Facility Claim................................................................. 11 3.4. Class 2C - Tampa Facility Claim................................................................... 11 3.5. Class 2D - Transamerica Claim..................................................................... 12 3.6. Class 2E - Miscellaneous Secured Claims........................................................... 12 3.7. Class 2F - DIP Lender Letter of Credit Claim...................................................... 12 3.8. Class 3 - Trade Vendor Claims.................................................................... 12 3.9. Class 4 - General Unsecured Claims................................................................ 12 3.10. Class 5 - Common Equity Interests................................................................. 12 3.11. Class 6 - Other Equity Interests.................................................................. 12 ARTICLE IV PROVISIONS FOR TREATMENT OF CLAIMS AND INITIAL DISTRIBUTION DATE INTERESTS ................................................................ 12 4.1. Other Priority Claims (Class 1)................................................................... 12 4.2. Gaylord Facility Claim (Class 2A)................................................................. 12 4.3. Hibbing Facility Claim (Class 2B)................................................................. 12 4.4. Tampa Facility Claim (Class 2C)................................................................... 12 4.5. Transamerica Claim (Class 2D)..................................................................... 12 4.6. Miscellaneous Secured Claims (Class 2E)........................................................... 12 4.7. DIP Lender Letter of Credit Claim (Class 2F)...................................................... 13 4.8. Trade Vendor Claims (Class 3)..................................................................... 13
ii 4.9. General Unsecured Claims (Class 4)................................................................ 13 4.10. Common Equity Interests (Class 5)................................................................. 13 4.11. Other Equity Interests (Class 6).................................................................. 13 ARTICLE V IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED; ACCEPTANCE OR REJECTION OF THE PLAN .............................................. 14 5.1. Unimpaired Classes................................................................................ 14 5.2. Impaired Classes.................................................................................. 14 5.3. Classes Deemed to Reject.......................................................................... 14 ARTICLE VI CRAMDOWN.................................................................................... 14 ARTICLE VII MEANS OF IMPLEMENTATION..................................................................... 14 7.1. Distributions..................................................................................... 14 7.2. Authorization to Issue New Securities............................................................. 15 7.3. New Indenture..................................................................................... 15 7.4. Issuance of New Securities........................................................................ 15 7.5. Public Company Status............................................................................. 15 7.6. Cancellation of Existing Securities and Agreements................................................ 15 7.7. Amended Certificate of Incorporation.............................................................. 16 7.8. Stock Option Plan................................................................................. 16 7.9. Board of Directors of Reorganized Debtor.......................................................... 16 7.10. Continued Corporate Existence..................................................................... 16 7.11. Exit Facility..................................................................................... 16 7.12. Plante Employment Contract........................................................................ 17 7.13. Musto Sr. Termination............................................................................. 17 7.14. Musto Jr. Termination............................................................................. 17 7.15. Lane Termination.................................................................................. 17 ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTIONS.......................................................... 17 8.1. Date of Distributions............................................................................. 17 8.2. Disbursing Agent.................................................................................. 17 8.3. Compensation of Professionals..................................................................... 17 8.4. Professional Fee Applications..................................................................... 18 8.5. Substantial Contribution Claims................................................................... 18 8.6. Delivery of Distributions......................................................................... 18 8.7. Manner of Payment Under the Plan.................................................................. 19
iii 8.8. Fractional Shares and Notes....................................................................... 19 8.9. Setoffs and Recoupment............................................................................ 19 8.10. Distributions After Effective Date................................................................ 19 8.11. Rights and Powers of Disbursing Agent............................................................. 19 (A) Expenses Incurred on or After the Effective Date............................................... 19 8.12. Old Notes Indenture Trustee's Fees and Expenses................................................... 19 8.13. Record Date for Holders of Claims................................................................. 19 8.14. Reserves.......................................................................................... 20 (A) Disputed General Unsecured Claims.............................................................. 20 (B) Disputed Equity Interest Reserve............................................................... 20 (C) Disputed Priority Claims Reserve............................................................... 20 8.15. Allocation Relating to Old Notes.................................................................. 21 ARTICLE IX PROCEDURES FOR TREATING DISPUTED CLAIMS UNDER THE PLAN.............................................................. 21 9.1. Disputed Claims................................................................................... 21 9.2. No Distributions Pending Allowance................................................................ 21 9.3. Distributions After Allowance..................................................................... 21 ARTICLE X PROVISIONS GOVERNING EXECUTORY CONTRACTS AND UNEXPIRED LEASES ........................................................................... 22 10.1. Assumed Contracts and Leases...................................................................... 22 10.2. Payments Related to Assumption of Contracts and Leases............................................ 22 10.3. Rejected Contracts And Leases..................................................................... 22 10.4. Reservation....................................................................................... 23 10.5. Bar for Rejection Damages......................................................................... 23 10.6. Treatment Under Plan of Rejection Damages......................................................... 23 ARTICLE XI CONDITIONS PRECEDENT TO EFFECTIVE DATE...................................................... 23 11.1. Conditions Precedent to Effective Date of the Plan................................................ 23 11.2. Waiver of Conditions Precedent.................................................................... 24 ARTICLE XII EFFECT OF CONFIRMATION...................................................................... 24 12.1. Vesting of Assets................................................................................. 24 12.2. Preservation of Causes of Action.................................................................. 24 12.3. Binding Effect.................................................................................... 24 12.4. Discharge of Debtor............................................................................... 24 12.5. Term of Injunctions or Stays...................................................................... 24
iv 12.6. Exculpation....................................................................................... 25 12.7. Release........................................................................................... 25 12.8. Indemnification Obligations....................................................................... 25 12.9. Letter of Credit Obligations...................................................................... 26 ARTICLE XIII RETENTION OF JURISDICTION................................................................... 26 ARTICLE XIV MISCELLANEOUS PROVISIONS.................................................................... 27 14.1. Payment of Statutory Fees......................................................................... 27 14.2. [Left Intentionally Blank]........................................................................ 27 14.3. Creditors Committee............................................................................... 27 14.4. Exemption from Certain Transfer Taxes............................................................. 28 14.5. Modifications and Amendments...................................................................... 28 14.6. Compliance with Tax Requirements.................................................................. 28 14.7. Preservation of Transferred Claims................................................................ 28 14.8. Severability of Plan Provisions................................................................... 28 14.9. Filing or Execution of Additional Documents....................................................... 29 14.10. Notices........................................................................................... 29 14.11. Governing Law..................................................................................... 30
v REPTRON ELECTRONICS, INC.'S MODIFIED SECOND AMENDED PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE The Debtor, Reptron Electronics, Inc., proposes the following Modified Second Amended Plan of Reorganization, dated as of January 14, 2004, pursuant to section 1121(a) of the Bankruptcy Code: ARTICLE I DEFINITIONS AND INTERPRETATIONS A. DEFINITIONS. The following terms herein shall have the respective meanings defined below: 1.1. Ad Hoc Committee means the pre-Petition Date unofficial committee of certain holders of the Old Notes which was comprised of Camden Asset Management, L.P., Wachovia Securities, First Pacific Advisors, JMG Capital Management and Hal Purkey. 1.2. Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Case allowed under sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation, (a) any actual and necessary costs and expenses of preserving the Debtor's estate, (b) any actual and necessary costs and expenses of operating the Debtor's business during the Chapter 11 Case in the ordinary course of business, (c) any indebtedness or obligations incurred or assumed by the Debtor during the Chapter 11 Case in the ordinary course of business, including all obligations owed the DIP Lender under the DIP Facility, (d) any allowances of compensation and reimbursement of expenses to the extent allowed by Final Order under section 330 or 503 of the Bankruptcy Code, and (e) any fees or charges assessed against the Debtor's estate under section 1930, title 28, United States Code. With respect to fees due the U.S. Trustee, the Debtor shall pay the U.S. Trustee the appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6) within ten (10) days of the entry of the Confirmation Order for pre-Confirmation Date periods and simultaneously provide the U.S. Trustee an appropriate affidavit indicating the Cash disbursements for the relevant period. The Reorganized Debtor shall further pay the U.S. Trustee the appropriate sum required pursuant to 28. U.S.C. Section 1930(a)(6) based upon all disbursements of the Reorganized Debtor for post-Confirmation Date periods within the time period set forth in 28 U.S.C. Section 1930(a)(6), until the earlier of the closing of the Case by the issuance of a final decree by the Bankruptcy Court, or upon the entry of an Order by the Bankruptcy Court dismissing the Case or converting the Case to another chapter under the Bankruptcy Code, and the party responsible for paying the post-Confirmation Date U.S. Trustee fees shall provide to the U.S. Trustee upon the payment of each post-confirmation payment an appropriate affidavit indicating all Cash disbursements for the relevant period. 1.3. Administrative Expense Claims Bar Date means January 9, 2004. 1.4. Allowed means with reference to any Claim (a) any Claim against the Debtor which has been listed by the Debtor in its Schedules as liquidated in amount and not disputed or contingent and for which no contrary proof of claim has been filed, (b) any Claim allowed under this Plan, (c) any Claim which is not Disputed by the Objection Deadline, (d) any 1 Claim that is compromised, settled or otherwise resolved pursuant to the authority granted to the Reorganized Debtor pursuant to a Final Order of the Bankruptcy Court, (e) any Claim which, if Disputed, has been Allowed by Final Order or (f) any Claim which the Reorganized Debtor determines to allow in its sole and absolute discretion; provided, however, that any Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of Bankruptcy Court shall not be considered "Allowed Claims" hereunder. 1.5. Amended By-Laws means the Amended and Restated By-laws of the Reorganized Debtor which shall be in substantially the form annexed hereto as Exhibit A and subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date. 1.6. Amended Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of Reorganized Debtor which shall be in substantially the form annexed hereto as Exhibit B and subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date. 1.7. Bankruptcy Code means title 11, United States Code, as amended from time to time, as applicable to the Chapter 11 Case. 1.8. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of Florida having jurisdiction over the Chapter 11 Case. 1.9. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075, title 28, United States Code, as amended from time to time, applicable to the Chapter 11 Case, and any Local Rules of the Bankruptcy Court. 1.10. Bar Date means December 31, 2003, the deadline for filing all proofs of Claims except (i) Claims of governmental units for which proofs of Claim are filed in accordance with section 502(b)(9) of the Bankruptcy Code, or (ii) such other date(s) as has been granted by Order of the Bankruptcy Court with respect to one or more other holders of Claims. 1.11. Board of Directors of Reorganized Debtor means, initially, Mark Holliday, Michael Musto, Sr., Paul Plante, Hal Purkey, Steven Scheiwe and Neil Subin. 1.12. Business Day means any day other than a Saturday, a Sunday or any other day on which the Bankruptcy Court is closed. 1.13. Cash means cash equivalents (including personal checks drawn on a bank insured by the Federal Deposit Insurance Corporation, certified checks and money orders) and other readily marketable direct obligations of the United States of America and certificates of deposit issued by banks. 1.14. Chapter 11 Case means the case filed by the Debtor with the Bankruptcy Court under Chapter 11 of the Bankruptcy Code. 2 1.15. Claim means (a) any right to payment from the Debtor, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, known or unknown, or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from the Debtor, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured, known or unknown. 1.16. Claims Bar Date means December 31, 2003. 1.17. Class means any group of substantially similar Claims or Interests classified by the Plan pursuant to section 1129(a)(1) of the Bankruptcy Code. 1.18. Collateral means any property or interest in property of the Debtor's estate subject to a Lien to secure the payment or performance of a Claim which Lien is not subject to avoidance under the Bankruptcy Code. 1.19. Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on the docket in this Chapter 11 Case. 1.20. Confirmation Hearing means the hearing to be held by the Bankruptcy Court regarding confirmation of the Plan, as such hearing may be adjourned or continued from time to time. 1.21. Confirmation Order means the order of the Bankruptcy Court confirming the Plan. 1.22. Common Equity Interest means the interest of any holder of equity securities of the Debtor, represented by any issued and outstanding shares of common stock in the Debtor as of the Petition Date. 1.23. Creditors Committee means the statutory committee of unsecured creditors appointed in the Chapter 11 Case pursuant to section 1102 of the Bankruptcy Code. 1.24. Cure means the distribution of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, with respect to the assumption of an executory contract or unexpired lease, pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary obligations, without interest, or such other amount as may be agreed upon by the parties under such executory contract or unexpired lease, to the extent such obligations are enforceable under the Bankruptcy Code and applicable non-bankruptcy law. 1.25. Customary Trade Terms means the most favorable trade terms, practices and programs (including, but not limited to, credit terms, pricing, cash discounts, timing of payment, allowances, rebates, normal product mix and availability and other applicable terms and programs) in effect between a creditor and the Debtor during the one year period prior to the Petition Date or such other trade terms, practices and programs that are at least as favorable as those that were in effect during such time. 3 1.26. Debtor means Reptron. 1.27. Debtor in Possession means the Debtor in its capacity as Debtor in possession in the Chapter 11 Case under sections 1107(a) and 1108 of the Bankruptcy Code. 1.28. DIP Facility means the post-petition credit advances made from and after the Petition Date, and all other amounts due to the DIP Lenders, pursuant to that certain Post-Petition Credit Agreement dated October 31, 2003, among Reptron, as borrower and CIT Group/Business Credit, Inc. as lender, and the Financing Orders, as at any time amended by order of the Court. 1.29. DIP Facility Claim means all Allowed Claims outstanding under the DIP Facility as of the Effective Date. 1.30. DIP Lender means CIT Group/Business Credit, Inc. as the lender under the DIP Facility. 1.31. DIP Lender Letter of Credit Claim means the DIP Lender's claim against the Debtor arising from the DIP Lender having arranged for the issuance of the Hartford Letter of Credit. 1.32. Disallowed means, when used with respect to a Claim or Equity Interest, a Claim or Equity Interest that has been disallowed by Final Order. 1.33. Disbursing Agent means any entity, including the Debtor, Reorganized Debtor, the Old Notes Indenture Trustee or any other person as selected by the Debtor to act as disbursing agent, in its capacity as a disbursing agent under the Plan. 1.34. Disclosure Statement means the disclosure document dated December 17, 2003 relating to the Plan, including, without limitation, all exhibits and schedules thereto as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code. 1.35. Disputed means, with respect to a Claim or Equity Interest, any such Claim or Equity Interest proof of which was filed with the Bankruptcy Court and (a) which has been or hereafter is listed on the Schedules as unliquidated, disputed or contingent, and which has not been resolved by written agreement of the parties or an order of the Bankruptcy Court, or (b) as to which the Debtor or any other party in interest has interposed a timely objection on or before the Objection Deadline, which objection has not been withdrawn or determined by a Final Order; provided, however, that prior to (x) the time an objection has been filed, and (y) the expiration of the Objection Deadline with respect to such Claim or Equity Interest, a Claim or Equity Interest shall be considered a Disputed Claim or Disputed Equity Interest to the extent that the amount of the Claim or Equity Interest specified in a proof of Claim or Equity Interest exceeds the amount of the Claim or Equity Interest scheduled by the Debtor as not disputed, contingent, or unliquidated. 1.36. Disputed Equity Interest Reserve means that reserve created pursuant to Section 8.13 of the Plan. 4 1.37. Disputed General Unsecured Claims Reserve means that reserve created pursuant to Section 8.13 of the Plan. 1.38. Disputed Priority Claims Reserve means that reserve created pursuant to Section 8.13 of the Plan. 1.39. Distribution Record Date means, notwithstanding Bankruptcy Rule 3021, the record date for all distributions under the Plan shall be: (i) with respect to the Initial Distribution Date, five (5) calendar days before the Effective Date; and (ii) with respect to any subsequent distribution, five (5) calendar days before said distribution. 1.40. Effective Date means the first Business Day on which all the conditions precedent to the Effective Date specified in Section 11 of the Plan shall have been satisfied or waived as provided therein, provided, however, that if a stay of the Confirmation Order is in effect, the Effective Date shall be the first Business Day after such stay is no longer in effect. 1.41. Equity Interest means either a Common Equity Interest or an Other Equity Interest. 1.42. Equity Interest Distribution means 5% of the New Issued Common Stock. 1.43. Exchange Act means the Securities Exchange Act of 1934, as amended. 1.44. Exit Facility means a credit facility sufficient to repay the DIP Facility Claim and all other Cash distributions that Debtor is required to make on or about the Effective Date under the terms of the Plan. 1.45. Exit Facility Lender means Congress Financial Corporation (Florida). 1.46. FBCA means the Business Corporation Act of the State of Florida, as amended from time to time. 1.47. Final Order means an order or judgment of the Bankruptcy Court entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Case, which has not been reversed, vacated, or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for a new trial, reargument, or rehearing shall then be pending, or (b) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, provided, however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order, shall not cause such order not to be a Final Order. 1.48. Financing Agreement means the Financing Agreement between the Debtor and the DIP Lender entered into pursuant to the Financing Orders. 5 1.49. Financing Orders means the Amended Interim Order Granting Motion Authorizing Post-Petition Financing, Granting Security Interests and According Super-Priority Administrative Claims Status Pursuant to 11 U.S.C. Section 364(c) by Reptron Electronics, Inc., dated October 31, 2003, as amended and the Final Order Authorizing Post-Petition Financing, Granting Security Interests and According Super-Priority Administrative Claims Status Pursuant to 11 U.S.C. Section 364(c) by Reptron Electronics, Inc., dated November 19, 2003, as amended. 1.50. Gaylord Facility Claim means all amounts owing under the $361,000 debenture dated July 5, 1988 between Reptron as borrower and by Harris Trust of New York as Trustee for the Northeast Michigan Development Company guaranteed by the Small Business Administration and secured by a Lien on the facility owned by the Debtor in Gaylord, Michigan and certain identified personal property located on the premises. 1.51. General Unsecured Claim means any Claim against the Debtor which is not an Administrative Expense Claim, Priority Tax Claim, Other Priority Claim, Secured Claim, Miscellaneous Secured Claim, Gaylord Facility Claim, Hibbing Facility Claim, Tampa Facility Claim, Transamerica Claim or a Trade Vendor Claim. 1.52. General Unsecured Claim Distribution means 95% of the New Issued Common Stock and 100% of the New Notes. 1.53. Hartford Letter of Credit means the letter of credit caused to be issued for the benefit of The Hartford by the DIP Lender pursuant to the third amendment to Financing Agreement as approved by the Bankruptcy Court. 1.54. Hibbing Facility Claim means all amounts owing under the contract for deed dated April 1, 2002 between Reptron as buyer and the State of Minnesota secured by a lien on the facility owned by the Debtor in Hibbing, Minnesota. 1.55. Initial Distribution Date means the Effective Date or as soon as thereafter as the Debtor, in consultation with the Creditors Committee determine to make the first distribution under the Plan. 1.56. Intercreditor Agreement means that certain intercreditor agreement, annexed hereto as Exhibit G, subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date, by and between the New Notes Indenture Trustee and the lender(s) under the Exit Facility, effective on the Effective Date. 1.57. Interest means the legal, equitable, contractual and other rights of any person or entity with respect to any capital stock or other ownership interest in the Debtor, whether or not transferable, and any option, warrant or right to purchase, sell, or subscribe for an ownership interest or other equity security in the Debtor. 1.58. Lane means, Leigh Lane, the Debtor's former Corporate Credit Manager as of September 30, 2003. She is currently the Corporate Secretary and a member of the Board of Directors. 6 1.59. Lien means any lien, claim, right, interest or charge or encumbrance against or upon or other interest in property, the purpose of which is to secure payment of a debt or performance of an obligation. 1.60. Miscellaneous Secured Claim means a Secured Claim other than the Transamerica Claim, the Tampa Facility Claim, the Hibbing Facility Claim and the Gaylord Facility Claim. 1.61. Musto Jr. means, Michael Musto Jr., who ceased being employed by the Debtor on June 10, 2003. 1.62. Musto Sr. means, Michael Musto Sr., the Debtor's Chief Executive Officer. 1.63. New Common Stock means that Common Stock, par value $0.01 per share of Reorganized Debtor, to be issued pursuant to the terms of the Plan. 1.64. New Indenture means that Indenture by and between Reorganized Debtor and the New Notes Indenture Trustee, which Indenture shall be in substantially the form annexed hereto as Exhibit F and subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date. 1.65. New Issued Common Stock means those 5,000,000 shares of New Common Stock of Reorganized Debtor to be issued as of the Initial Distribution Date pursuant to Section 7.1 of the Plan. 1.66. New Notes means those notes issued by the Reorganized Debtor in an aggregate amount of the sum of $30 million which shall be issued by the Reorganized Debtor under the New Indenture on the Initial Distribution Date in accordance with the terms of this Plan and the Intercreditor Agreement. 1.67. New Notes Indenture Trustee means the entity to be selected by the Creditors Committee prior to the Confirmation Date to serve as the indenture trustee for the New Notes. 1.68. Objection Deadline means the latest to occur of (i) one hundred and eighty (180) days after the Effective Date (or such other date as has been ordered by the Bankruptcy Court), or (ii) sixty (60) days after a Claim is deemed timely filed and served on counsel for both the Debtor and the Creditors Committee. 1.69. Old Notes means the 6-3/4% Convertible Subordinated Notes due 2004 issued by the Debtor under the Old Notes Indenture. 1.70. Old Notes Indenture means that certain Indenture, dated as of August 4, 1997, by and between Reptron and the Old Notes Indenture Trustee relating to the Old Notes. 1.71. Old Notes Indenture Trustee means U.S. Bank as Indenture Trustee pursuant to the Old Notes Indenture, successor to Reliance Trust Company. 7 1.72. Other Equity Interest means any interest in the Debtor other than Common Equity Interests including but not limited to any option, warrant or right, contractual or otherwise, to acquire a Common Equity Interest plus any claim of a holder of an interest subject to subordination under section 510(b) of the Bankruptcy Code as of the Petition Date. 1.73. Other Priority Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment under section 507(a) of the Bankruptcy Code. 1.74. Petition Date means October 28, 2003, the date on which the Debtor commenced the Chapter 11 Case. 1.75. Plan means the Debtor's Modified Second Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code dated as of December 17, 2003, including, without limitation, the exhibits and schedules hereto, as the same may be amended or modified from time to time in accordance with the provisions of the Bankruptcy Code and the terms hereof. 1.76. Plante means Paul Plante, the Debtor's President and Chief Operating Officer. 1.77. Plante Employment Contract means the employment contract to be entered into by the Reorganized Debtor and Plante, as of the Effective Date, with the written consent of the Creditors Committee prior to the Confirmation Date. 1.78. Priority Tax Claim means any Claim of a governmental unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code. 1.79. Professional means any professional employed in the Chapter 11 Case pursuant to section 327 or 1103 of the Bankruptcy Code or otherwise and the professionals seeking compensation or reimbursement of expenses in connection with the Chapter 11 Case pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code. 1.80. Professional Claims Reserve means the Cash reserved on the Effective Date in accordance with Section 8.3 of the Plan to be held in a segregated account to be used solely for the payment of Professional Fee Claims in accordance with the terms of the Plan. 1.81. Professional Fee Claims means a claim of a Professional for compensation or reimbursement of costs and expenses relating to services incurred after the Petition Date and prior to the Effective Date. 1.82. Ratable Portion means, with reference to any distribution on account of any Claim or Equity Interest in any Class, a distribution equal in amount to the ratio (expressed as a percentage) that the amount of such Claim or number of shares evidencing such Equity Interest, as applicable, bears to the aggregate amount of Claims or aggregate number of outstanding shares of Interests in the same Class. 8 1.83. Registration Rights Agreement means the registration rights agreement relating to the New Common Stock and New Notes distributed pursuant to the Plan, to be entered into as of the Effective Date by Reorganized Debtor, for the benefit of certain holders of shares of New Common Stock and New Notes, which agreement shall be in substantially the form of, and containing provisions not less favorable than, the form of agreement annexed hereto as Exhibit D and subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date. 1.84. Reinstated means with respect to a Claim (i) the Debtor shall cure any default with respect to such Claim that occurred before or after the Petition Date, (ii) the maturity of such Claim shall be Reinstated as such maturity existed before any such default, (iii) the Holder of such Claim shall be compensated for any damages incurred as a result of any reasonable reliance by such holder on any right to accelerate its Claim, and (iv) the legal, equitable and contractual rights of such holder will not otherwise be altered. 1.85. Rejection Claim means any Claim against the Debtor arising from the rejection of any executory contract or unexpired lease, including any Claim of (a) a lessor for damages resulting from the rejection of a lease of real property as any such claim shall be calculated in accordance with section 502(b)(6) of the Bankruptcy Code, or (b) an employee for damages resulting from the rejection of an employment agreement as any such Claim shall be calculated in accordance with section 502(b)(7) of the Bankruptcy Code. 1.86. Released Parties means the Debtor, the Reorganized Debtor, the Creditors Committee, the Ad Hoc Committee, the Old Notes Indenture Trustee, and the Disbursing Agent, and each of their respective present or former members, partners, officers, directors, employees, advisors, attorneys, representatives, financial advisors, investment bankers or agents in their capacities as such and any of such parties' successors and assigns but excluding Ernst & Young Corporate Finance, LLC. 1.87. Releasor Parties shall have the meaning set forth in Section 12.7 hereof. 1.88. Reorganized Debtor means the Debtor as it will be reorganized as of the Effective Date in accordance with the Plan and the Confirmation Order. 1.89. Reptron means Reptron Electronics, Inc., a Florida corporation and a Debtor in the Chapter 11 Case. 1.90. Schedules means the schedules of assets and liabilities and the statement of financial affairs filed by the Debtor under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007 and the Official Bankruptcy Forms of the Bankruptcy Rules as such schedules and statements have been or may be supplemented or amended through the Confirmation Date. 1.91. Secured Claim means a Claim secured by a Lien on Collateral but only to the extent of the value of such Collateral (i) as set forth in the Plan, (ii) as agreed to by the holder of such Claim and the Debtor, or (iii) as determined by a Final Order in accordance with section 506(a) of the Bankruptcy Code or, in the event that such Claim is subject to setoff under section 553 of the Bankruptcy Code, to the extent of such setoff. That portion, if any, of any secured 9 claim which exceeds the value of the Collateral securing such Claim shall be a General Unsecured Claim unless otherwise provided in the Plan. 1.92. Securities Act means the Securities Act of 1933, as amended. 1.93. Security Agreement means that certain security agreement, annexed hereto as Exhibit G, subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date, by and between the Reorganized Debtor and the New Notes Indenture Trustee, securing a Lien for the benefit of the holders of New Notes on substantially all of the Reorganized Debtor's assets, provided, however, that (i) such Lien will be subordinate to any Lien that may exist with respect to the Exit Facility or Secured Claims and (ii) such Lien will be granted as to particular collateral only to the extent permitted by the Exit Facility and to the extent it does not impair or cause a default under the terms of a Secured Claim. 1.94. Stock Option Plan means the Stock Option Plan, which shall be in substantially the form annexed hereto as Exhibit C, subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date, and which shall be subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Date. 1.95. Tampa Facility Claim means all amounts owing under the $4,000,000 Promissory Note dated February 29, 2000 between Reptron as borrower and General Electric Business Assets Funding Corporation as lender secured by a Lien on the facility owned by the Debtor in Tampa, Florida. The Tampa Facility Claim Loan documents shall be modified to allow for a junior lien on the facility to be granted the New Indenture Trustee. 1.96. Trade Vendor Claims means all of the Allowed Claims of the Debtor's trade suppliers listed on the attached Exhibit J. 1.97. Transamerica Claim means all amounts owing under the Master Lease Agreement dated December 18, 2000 between Reptron as lessee and Transamerica Equipment Financial Services Corporation as assignee of Celtic Leasing Corp as lessor. B. INTERPRETATION, APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION. Unless otherwise specified, all section, schedule, or exhibit references in the Plan are to the respective section in, article of, or schedule or exhibit to, the Plan, as the same may be amended, waived, or modified from time-to-time. The words "herein," "hereof," "hereto," "hereunder" and other words of similar import refer to the Plan as a whole and not to any particular section, subsection, or clause contained in the Plan. A term used herein that is not defined herein shall have the meaning assigned to that term in the Bankruptcy Code. The rules of construction contained in section 102 of the Bankruptcy Code shall apply to the construction of the Plan. The headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof. 10 ARTICLE II PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS, DIP FACILITY CLAIM AND PRIORITY TAX CLAIMS 2.1. Administrative Expense Claims. Except as otherwise provided herein, and subject to the DIP Lender's Superpriority Administrative Expense Claim under the DIP Facility, on the Effective Date, or as soon as practicable thereafter, except to the extent that a holder of an Allowed Administrative Expense Claim and the Debtor agree to a different treatment of such Allowed Administrative Expense Claim, the Reorganized Debtor shall pay to each holder of an Allowed Administrative Expense Claim, Cash in an amount equal to such Allowed Administrative Expense Claim, provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by the Debtor or liabilities arising under loans or advances to or other obligations incurred by the Debtor, whether or not incurred in the ordinary course of business, shall be assumed and paid by the Reorganized Debtor in the ordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to such transactions. 2.2. DIP Facility Claim. On the Effective Date, the DIP Facility Claim will be paid in full in Cash, and the DIP Lenders will release all Liens, Claims and encumbrances against assets of Debtor arising from or related to the DIP Facility, except the DIP Lender's lien on and possession of cash collateral to secure the Debtor's obligations pursuant to the Third Amendment to the DIP Facility under the Hartford Letter of Credit to the extent such obligations continue beyond the Effective Date. 2.3. Priority Tax Claim. On the Effective Date, or as soon as practicable thereafter, except to the extent that a holder of an Allowed Priority Tax Claim agrees to a different treatment of such Allowed Priority Tax Claim, the Reorganized Debtor shall, at its option, pay to each holder of an Allowed Priority Tax Claim that is due and payable on or before the Effective Date either (a) Cash in an amount equal to such Allowed Priority Tax Claim, or (b) deferred annual cash payments over a period not exceeding six (6) years after the date of assessment of such claim, of a value, as of the Effective Date, equal to the Allowed amount of such Claim. Allowed Priority Tax Claims that are not due and payable on or before the Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof. ARTICLE III CLASSIFICATION OF CLAIMS AGAINST AND INTERESTS IN THE DEBTOR. 3.1. Class 1--Other Priority Claims. This Class shall be comprised of all Other Priority Claims. 3.2. Class 2A - Gaylord Facility Claim. This sub-Class shall be comprised of the Gaylord Facility Claim. 3.3. Class 2B - Hibbing Facility Claim. This sub-Class shall be comprised of the Hibbing Facility Claim. 3.4. Class 2C - Tampa Facility Claim. This sub-Class shall be comprised of the Tampa Facility Claim. 11 3.5. Class 2D - Transamerica Claim. This sub-Class shall be comprised of the Transamerica Claim. 3.6. Class 2E - Miscellaneous Secured Claims. This sub-Class shall be comprised of all Miscellaneous Secured Claims. 3.7. Class 2F - DIP Lender Letter of Credit Claim. This sub-class shall be comprised of the DIP Lender Letter of Credit Claim. 3.8. Class 3 - Trade Vendor Claims. This Class shall be comprised of all Trade Vendor Claims. 3.9. Class 4 - General Unsecured Claims. This Class shall be comprised of all General Unsecured Claims other than Trade Vendor Claims. 3.10. Class 5 - Common Equity Interests. This Class shall be comprised of all Common Equity Interests. 3.11. Class 6 - Other Equity Interests. This Class shall be comprised of all Other Equity Interests. ARTICLE IV PROVISIONS FOR TREATMENT OF CLAIMS AND INITIAL DISTRIBUTION DATE INTERESTS 4.1. Other Priority Claims (Class 1). On the Initial Distribution Date, or as soon as practicable thereafter, except to the extent that the Debtor and a holder of an Allowed Other Priority Claim agree to a different treatment of such Allowed Other Priority Claim, or except to the extent that such Claim is not due and payable on or before the Initial Distribution Date, each Allowed Other Priority Claim shall be paid in full, in cash, and shall be considered unimpaired in accordance with section 1124 of the Bankruptcy Code. All Allowed Other Priority Claims which are not due and payable on or before the Initial Distribution Date shall be paid in the ordinary course of business in accordance with the terms thereof. 4.2. Gaylord Facility Claim (Class 2A). The Gaylord Facility Claim shall be Reinstated as of the Effective Date. 4.3. Hibbing Facility Claim (Class 2B). The Hibbing Facility Claim shall be Reinstated as of the Effective Date. 4.4. Tampa Facility Claim (Class 2C). The Tampa Facility Claim shall be Reinstated as of the Effective Date. The Tampa Facility Claim Loan documents shall be modified to allow for a junior lien on the facility to be granted to the New Indenture Trustee. 4.5. Transamerica Claim (Class 2D). The Transamerica Claim shall be Reinstated as of the Effective Date. 4.6. Miscellaneous Secured Claims (Class 2E). Each holder of an Allowed Miscellaneous Secured Claim shall, in full satisfaction, settlement, release, and discharge of and 12 in exchange for such Allowed Miscellaneous Secured Claim, in the sole discretion of the Reorganized Debtor, be entitled to any one or a combination of any of the following: (i) on the Effective Date, receive Cash in an amount equal to such Allowed Miscellaneous Secured Claim, (ii) receive deferred Cash payments totaling at least the allowed amount of such Allowed Miscellaneous Secured Claim, of a value, as of the Effective Date, of at least the value of such holder's interest in the Debtor estate's interest in the Collateral securing the Allowed Miscellaneous Secured Claim, (iii) upon abandonment by the Reorganized Debtor, receive all or a portion of the Collateral securing such holder's Allowed Miscellaneous Secured Claim, (iv) receive payments or Liens amounting to the indubitable equivalent of the value of such holder's interest in the Debtor estate's interest in the Collateral securing the Allowed Miscellaneous Secured Claim, or (v) receive such other treatment as the Reorganized Debtor and such holder shall have agreed upon in writing. 4.7. DIP Lender Letter of Credit Claim (Class 2F). The DIP Lender shall retain its lien in and possession of cash collateral to secure the Debtor's obligations to the DIP Lender under the Hartford Letter of Credit, pursuant to the terms of the Third Amendment to Financing Agreement, but only to the extent such obligations of the Debtor continue beyond the Effective Date. 4.8. Trade Vendor Claims (Class 3). On the Initial Distribution Date or as soon as practicable thereafter, each holder of an Allowed Trade Vendor Claim shall receive Cash in an amount equal to such Allowed Trade Vendor Claim plus interest, to the extent that the agreed terms of a Trade Vendor's contractual relationship with the Debtor entitles such Trade Vendor to collect interest on such amounts. If the amount of the Trade Vendor Claim is not owed in the ordinary course of business, the Trade Vendor Claim will be paid in the ordinary course of business, or according to other payment terms as agreed between the Debtor and holder of the Trade Vendor Claim, but in any event such payment shall not be made later than ninety days after the Initial Distribution Date. 4.9. General Unsecured Claims (Class 4). On the Initial Distribution Date, or as soon as practicable thereafter, each holder of an Allowed General Unsecured Claim shall receive, in full satisfaction of such Allowed General Unsecured Claim its Ratable Portion of the General Unsecured Claim Distribution. However, the holder of an Allowed General Unsecured Claim may elect to be treated as a Class 3 Trade Vendor Claim, provided such holder agrees to limit the total payment on its claim to $500.00. 4.10. Common Equity Interests (Class 5). On the Initial Distribution Date, Common Equity Interests shall be cancelled and on the Initial Distribution Date, or as soon as practicable thereafter, each holder of an Allowed Common Equity Interest shall receive, in full satisfaction of such Allowed Common Equity Interest its Ratable Portion of the Equity Interest Distribution. 4.11. Other Equity Interests (Class 6). On the Effective Date, Other Equity Interests shall be cancelled and holders of Other Equity Interests shall receive no distribution under the Plan. 13 ARTICLE V IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED; ACCEPTANCE OR REJECTION OF THE PLAN 5.1. Unimpaired Classes. Each of Class 1 (Other Priority Claims), Class 2A (Gaylord Facility Claim), Class 2B (Hibbing Facility Claim), Class 2C (Tampa Facility Claim), Class 2D (Transamerica Claim), Class 2E (Miscellaneous Secured Claims) Class 2F (DIP Lender Letter of Credit Claim), is unimpaired by the Plan. The holders of Claims in each of the foregoing Classes are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. 5.2. Impaired Classes. Each of Class 3 (Trade Vendor Claims), Class 4 (General Unsecured Claims) and Class 5 (Common Equity Interests) is impaired by the Plan. The holders of Claims and Interests in the foregoing Classes are entitled to vote to accept or reject the Plan. 5.3. Classes Deemed to Reject. Class 6 (Other Equity Interests) is impaired by the Plan, and holders of Class 6 Interests are conclusively presumed to have rejected the Plan. Pursuant to section 1126(g) of the Bankruptcy Code, holders of Interests in Class 6 and are not entitled to vote to accept or reject the Plan. ARTICLE VI CRAMDOWN 6.1 With respect to Class 6 and any other Class that does not vote to accept the Plan, the Debtor shall seek confirmation of the Plan under section 1129(b) of the Bankruptcy Code. ARTICLE VII MEANS OF IMPLEMENTATION 7.1. Distributions. On the Initial Distribution Date, the Reorganized Debtor shall make or cause to be made to the holders of Allowed Claims and Allowed Equity Interest the distributions of New Issued Common Stock, New Notes and Cash as provided in Article 4 hereof. Disputed Claims and Disputed Interests shall be resolved in accordance with Article 9 hereof and, if a Disputed Claim or a Disputed Interest becomes an Allowed Claim or and Allowed Interest by Final Order, distributions shall be made on account of such Claim in accordance with Article 8 hereof. The issuance of shares of New Issued Common Stock and New Notes to Holders of Allowed Class 4 Claims and Allowed Class 5 Common Equity Interests shall be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code. However, to the extent that Section 1145 of the Bankruptcy Code is inapplicable, the Reorganized Debtor and certain holders of New Common Stock and New Notes, who may be deemed to be "underwriters" or "affiliates" for purposes of the Securities Act, shall enter into the Registration Rights Agreement on or prior to the Effective Date. 14 7.2. Authorization to Issue New Securities. The issuance of the following securities by the Reorganized Debtor is authorized without further act or action under applicable law, regulation, order or rule: (a) 5,000,000 shares of New Common Stock; and (b) $30,000,000 in principal amount of the New Notes; and (c) the shares and options to be issued under the Stock Option Plan. Pursuant to the terms of the Plan, the Reorganized Debtor will issue and distribute ninety-five percent (95%) of 5,000,000 shares of New Issued Common Stock and $30,000,000 face amount of New Notes to holders of Allowed Class 4 General Unsecured Claims and five percent (5%) of the 5,000,000 shares of New Issued Common Stock to Allowed Class 5 Common Equity Interests on the Initial Distribution Date and any subsequent distribution date(s). The shares of New Issued Common Stock issued under the Plan are subject to dilution by the exercise of the options to be issued under the Stock Incentive Plan. 7.3. New Indenture. Prior to the Effective Date, Reorganized Debtor and the New Indenture Trustee shall execute the New Indenture and Security Agreement, and such agreements shall become effective on the Effective Date. The New Notes to be issued under the New Indenture shall be secured by a Lien pursuant to the Security Agreement. 7.4. Issuance of New Securities. The Amended Certificate of Incorporation shall initially authorize the Reorganized Debtor to issue a total of up to 50,000,000 shares of New Common Stock. 7.5. Public Company Status. At the absolute and sole discretion of the Board of Directors of Reorganized Debtor, after the Effective Date the Debtor shall use its reasonable efforts to cause the shares of New Common Stock to be listed on a national securities exchange or quoted in the national market, smallcap market or OTC bulletin board system of the National Association of Securities Dealers' Automated Quotation System. 7.6. Cancellation of Existing Securities and Agreements. On the Initial Distribution Date, except as otherwise provided for herein, (i) the Old Notes, Interests and any other note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtor, except such notes or other instruments evidencing indebtedness or obligations of the Debtor that are Reinstated or Assumed under the Plan, shall be canceled and have no effect other than the right to participate in the distributions, if any, provided under the Plan in respect of Claims and Interests as expressly provided with respect to the applicable Claims or Interests in Article 4 of the Plan, and (ii) the obligations of the Debtor under any agreements, indentures or certificates of designations governing the Old Notes or Interests and any other note, bond, indenture or other instrument or document evidencing or creating any indebtedness or obligation of the Debtor, except such notes or other instruments evidencing indebtedness or obligations of the Debtor that are Reinstated under the Plan, as the case may be, shall be discharged; provided, however, that the Old Notes Indenture shall continue in effect solely for the purposes of (x) allowing the Old Notes Indenture Trustee, to make the distributions to be made on account of the Old Notes under the Plan as provided in Article IV hereof and (y) permitting the Old Notes Indenture Trustee to maintain any rights or liens it may have for fees, costs and expenses under such indenture or other agreement; provided, further, that the provisions of clause (y) of this paragraph shall not affect the discharge of the Debtor's 15 liabilities under the Bankruptcy Code and the Confirmation Order or result in any expense or liability to the Reorganized Debtor. The Reorganized Debtor shall not have any obligations to the Old Notes Indenture Trustee (or to any Disbursing Agent replacing such Old Notes Indenture Trustee) for any fees, costs or expenses, except as expressly provided herein; provided, however, that nothing herein shall preclude the Old Notes Indenture Trustee (or any Disbursing Agent replacing such Old Notes Indenture Trustee) from being paid or reimbursed for pre-Petition Date and post-Petition Date fees, costs and expenses from the distributions until payment in full of such fees, costs or expenses that are governed by the Old Notes Indenture in accordance with the provisions set forth therein. 7.7. Amended Certificate of Incorporation. On the Effective Date or as soon as practicable thereafter, the Reorganized Debtor shall file with the Secretary of State of Florida, in accordance with the FBCA, the Amended Certificate of Incorporation. On the Effective Date, the Amended Certificate of Incorporation shall automatically become effective, and all other matters provided under this Plan involving the corporate structure of the Reorganized Debtor, or corporate action by it, shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to the FBCA without any requirement of further action by the stockholders or the directors of the Reorganized Debtor, including, without limitation, the approval of the Stock Option Plan. 7.8. Stock Option Plan. The Reorganized Debtor is entitled to adopt the Stock Option Plan without the necessity of shareholder approval required under any applicable law, including, without limitations, section 162(m) of the Internal Revenue Code of 1986, as amended. 7.9. Board of Directors of Reorganized Debtor. The board of directors of the Debtor will continue to serve in such capacities until and through the Effective Date. As of the Effective Date, the new Board of Directors of Reorganized Debtor initially shall consist of Mark Holliday, Michael L. Musto, Sr., Paul Plante, Hal Purkey, Steven Scheiwe and Neil Subin. On the Effective Date, the operation of the Reorganized Debtor shall become the general responsibility of the Board of Directors of Reorganized Debtor subject to, and in accordance with, the Amended Certificate of Incorporation and Amended By-Laws. The term of the directors of the Debtor immediately prior to the Effective Date shall expire on the Effective Date and shall be replaced by the Board of Directors of Reorganized Debtor. 7.10. Continued Corporate Existence. The Debtor shall continue to exist after the Effective Date as a separate corporate entity, in accordance with Florida law and pursuant to the Amended Certificate of Incorporation and Amended By-Laws. The Amended Certificate of Incorporation and Amended By-Laws shall satisfy the requirements of the Plan and the Bankruptcy Code and shall include, among other things, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities. 7.11. Exit Facility. On the Effective Date, the Reorganized Debtor shall enter into the Exit Facility, all or a portion of which shall be used to pay the DIP Facility Claim and the other Cash distributions that the Debtor is required to make on or about the Effective Date under the terms of the Plan, and execute and deliver to Intercreditor Agreement acceptable to the Exit Facility Lender. 16 7.12. Plante Employment Contract. On the Effective Date, the Reorganized Debtor shall enter into the Plante Employment Contract with Plante. Pursuant to the Plan, Plante's current employment contract shall be rejected and Plante shall not be entitled to any distribution or other recovery under this Plan or otherwise for any damages Plante suffers as a result of the rejection of such contract. 7.13. Musto Sr. Termination. On the Effective Date, Musto Sr. shall be terminated from employment with the Debtor and Musto's current employment contract shall be rejected under this Plan. In exchange, Musto Sr. will receive a $400,000 severance payment and will continue to have rights to participate under the Reorganized Debtor's health insurance plan until age 65 at Musto Sr.'s health insurance plan's contribution levels as of the Effective Date. Other than the foregoing, Musto Sr. shall not be entitled to any distribution or other recovery under this Plan or otherwise for any claim ultimately Allowed, if any. 7.14. Musto Jr. Termination. Musto Jr. shall not be entitled to any recovery under this Plan or otherwise resulting from any employment or severance agreement between him and the Debtor and any such agreements shall be rejected as of the Effective Date if not terminated earlier. In consideration of the foregoing, the Reorganized Debtor shall release Musto Jr. from any non-compete agreements he had with the Debtor. 7.15. Lane Termination. Lane shall not be entitled to any recovery under this Plan or otherwise resulting from any employment or severance agreement between her and the Debtor and any such agreements shall be rejected as of the Effective Date if not terminated earlier. In consideration of the foregoing, the Reorganized Debtor shall release Lane from any non-compete agreements she had with the Debtor. ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTIONS 8.1. Date of Distributions. Unless otherwise provided herein, any distributions and deliveries to be made hereunder shall be made on the Initial Distribution Date. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. 8.2. Disbursing Agent. All distributions under the Plan shall be made by the Reorganized Debtor as Disbursing Agent or such other entity designated by the Reorganized Debtor as a Disbursing Agent, including, but not limited to, the Old Notes Indenture Trustee, on the Initial Distribution Date. A Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court, and, in the event that a Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be borne by the Reorganized Debtor. 8.3. Compensation of Professionals. Not later than five (5) business days prior to the Confirmation Date, each Professional seeking compensation or reimbursement under section 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code shall provide the Debtor and the Creditors Committee with a written estimate of the amount of its requested compensation and 17 reimbursement through the Effective Date. On the Effective Date, the Debtor shall establish the Professional Claims Reserve in an amount equal to the aggregate amount of such estimated compensation or reimbursements, unless otherwise previously paid by the Debtor. The funds in the Professional Claims Reserve shall be used solely for the payment of Allowed Professional Fee Claims. If a Professional fails to submit an estimate of its fees in accordance with this Section 8.3, the Reorganized Debtor shall not pay such Professional's Allowed Professional Fee Claim from the Professional Claims Reserve but rather shall pay such claim from any other source available to the Reorganized Debtor. 8.4. Professional Fee Applications. Each Professional retained or requesting compensation in the Chapter 11 Case pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code shall be required to file and serve an application for allowance of final compensation and reimbursement of expenses in the Chapter 11 Case on or before ten (10) days after the Effective Date. Objections to any application made under this section 8.3 shall be filed on or before twenty (20) days after the Effective Date and served on the Debtor and the Creditors Committee, the United States Trustee and the requesting Professional. If no objection is filed and served with respect to a Professional's request for compensation and reimbursement of expenses, such Professional Fee Claim shall be paid by the Reorganized Debtor on the twenty-fourth (24th) day after the Effective Date. Otherwise, such Professional Fee Claim shall be paid by the Reorganized Debtor at such time as the objection is resolved or settled by Final Order of the Bankruptcy Court. 8.5. Substantial Contribution Claims. The Debtor and the Creditors Committee acknowledge that the Ad Hoc Committee and its counsel, Andrews Kurth LLP, have made a substantial contribution in this Chapter 11 Case. The Debtor and the Creditors Committee will not object to the reimbursement of the reasonable expenses of members of the Ad Hoc Committee (other than fees and expenses incurred by professionals retained by individual members of the Ad Hoc Committee) and the reasonable fees and expenses of Andrews Kurth LLP as counsel for the Ad Hoc Committee incurred during the period commencing on Petition Date to the date the Creditors Committee was appointed by the United States Trustee. 8.6. Delivery of Distributions. All distributions to any holder of an Allowed Claim or Allowed Common Equity Interest shall be made (i) at the address of such holder as set forth on the Schedules filed with the Bankruptcy Court or on the books and records of the Debtor or its agents, or (ii) in the case of distributions to holders of Old Notes, at the address contained in the official records of the Old Notes Indenture Trustee, unless the Debtor or Reorganized Debtor, as applicable, has been notified in writing of a change of address, including, without limitation, by the filing of a proof of claim or proof of interest by such holder that contains an address for such holder different from the address reflected on such Schedules for such holder. In the event that any distribution to any holder is returned as undeliverable, the Disbursing Agent shall use reasonable efforts to determine the current address of such holder, but no distribution to such holder shall be made unless and until the Disbursing Agent has determined the then current address of such holder, at which time such distribution shall be made to such holder without interest, provided, however, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of ninety (90) days from the Initial Distribution Date. After such date, all unclaimed property or interest in property shall revert to 18 the Reorganized Debtor, and the Claim of any other holder to such property or interest in property shall be discharged and forever barred. 8.7. Manner of Payment Under the Plan. At the option of the Disbursing Agent, any Cash payment to be made hereunder may be made by a check or wire transfer or as otherwise required or provided in applicable agreements. 8.8. Fractional Shares and Notes. No fractional shares of New Common Stock or New Notes shall be distributed under the Plan. For purposes of distribution, fractional shares of New Common Stock or New Notes shall be rounded down to the previous whole number. 8.9. Setoffs and Recoupment. The Debtor may, but shall not be required to, setoff against, or recoup from, any Claim and the distributions to be made pursuant to the Plan in respect of such Claim, any claims of any nature whatsoever that the Debtor may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtor of any such claim it may have against such claimant. 8.10. Distributions After Effective Date. Distributions made after the Effective Date to holders of Disputed Claims that are not Allowed Claims as of the Effective Date but which later become Allowed Claims shall be deemed to have been made on the Initial Distribution Date. 8.11. Rights and Powers of Disbursing Agent. The Disbursing Agent shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan, (ii) make all distributions contemplated hereby, (iii) employ professionals to represent it with respect to its responsibilities, and (iv) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof. (A) Expenses Incurred on or After the Effective Date. Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including, without limitation, taxes) and any reasonable compensation and expense reimbursement claims (including, without limitation, reasonable attorney fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtor in the ordinary course. 8.12. Old Notes Indenture Trustee's Fees and Expenses. The Old Notes Indenture Trustee shall be entitled to payment directly from the Reorganized Debtor on the Effective Date of all fees and reasonable expenses incurred in accordance with the terms of the Old Notes Indenture and all additional fees and expenses incurred as acting as Disbursing Agent for the Old Notes up to a maximum amount of $35,000. These amounts will be paid directly to the Old Notes Indenture Trustee by the Debtor or Reorganized Debtor on the Effective Date, or as soon as practicable thereafter, without further order of the Bankruptcy Court. 8.13. Record Date for Holders of Claims. As of the close of business on the Initial Distribution Date, the transfer ledgers for the Old Notes and the Common Equity Interests 19 shall be closed and there shall be no further changes in the record holders of such securities until after the distribution is made. The Debtor, Reorganized Debtor, and the Disbursing Agent shall have no obligation to recognize any transfer of Common Equity Interests, Old Notes or other Claims occurring after the Initial Distribution Date and prior to the distribution and shall be entitled instead to recognize and deal for all purposes with respect to such distribution with only those holders of Old Notes, Common Equity Interests and other Claims as of the close of business on the Initial Distribution Date. With respect to any subsequent distributions, record holders of Old Notes and the Common Equity Interests will have the ability to transfer Common Equity Interests, Old Notes or other Claims. 8.14. Reserves. Before making any distributions under the Plan, the Reorganized Debtor shall establish the following reserves: (A) Disputed General Unsecured Claims. The Reorganized Debtor shall hold in reserve the amount of New Issued Common Stock and New Notes that would be required to be distributed under the Plan on account of a General Unsecured Claim but for the fact that such General Unsecured Claim is not an Allowed Claim, provided, however, that at the time such General Unsecured Claim is disallowed in whole or in part by Final Order, settlement or otherwise, the reserve on account of such Claim for the disallowed amount thereof, shall be distributed to holders of Allowed Class 4 General Unsecured Claims in accordance with the terms of the Plan. Notwithstanding the foregoing, $30 million of New Notes shall be distributed to holders of Old Notes on the Effective Date or as soon as practicable thereafter. If a Claim as to which an objection has been filed becomes, in whole or in part, an Allowed Claim, the Reorganized Debtor shall distribute to the holder thereof the amount to which it is entitled from the Disputed General Unsecured Claims Reserve in accordance with the terms of the Plan. (B) Disputed Equity Interest Reserve. The Reorganized Debtor shall hold in reserve the amount of New Issued Common Stock that would be required to be distributed under the Plan on account of a Common Equity Interest but for the fact that such Common Equity Interest is not an Allowed Common Equity Interest, provided, however, that at the time such Common Equity Interest is disallowed in whole or in part by Final Order, settlement or otherwise, the reserve on account of such Common Equity Interest for the disallowed amount thereof, shall be distributed to holders of Allowed Class 5 Common Equity Interest in accordance with the terms of the Plan. If a Common Equity Interest as to which an objection has been filed becomes, in whole or in part, an Allowed Common Equity Interest, the Reorganized Debtor shall distribute to the holder thereof the amount to which it is entitled from the Disputed Equity Interest Reserve in accordance with the terms of the Plan. (C) Disputed Priority Claims Reserve. The Disputed Priority Claims Reserve shall consist of the aggregate amount of Administrative Expense Claims, Priority Tax Claims, and Other Priority Claims that have not been paid or Allowed as at the Confirmation Date. At such time as an Administrative Expense Claim, Priority Tax Claim, or Other Priority Claim is disallowed in whole or in part by Final Order, settlement or otherwise, the reserve on account of such Claim for the disallowed amount thereof shall be transferred to the Reorganized Debtor's operating account to be used by 20 the Reorganized Debtor at its discretion in the ordinary course of business. If an Administrative Expense Claim, Priority Tax Claim or other priority Claim as to which an objection has been filed becomes, in whole or in part, an Allowed Claim, the Reorganized Debtor shall distribute to the holder thereof the amount to which it is entitled from the Disputed Priority Claims Reserve in accordance with the terms of the Plan. Any balance remaining in the Disputed Priority Claims Reserve after all Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Other Priority Claims have been paid and the Chapter 11 Case are ready to be closed, shall be transferred to the Reorganized Debtor's operating account to be used by the Reorganized Debtor at its discretion in the ordinary course of business. 8.15. Allocation Relating to Old Notes. All distributions to holders of Old Notes shall be allocated first to the portion of each such Claim representing the principal amount of the Old Notes and then, to the extent the consideration exceeds such amount, to the remainder of such Claim. ARTICLE IX PROCEDURES FOR TREATING DISPUTED CLAIMS UNDER THE PLAN 9.1. Disputed Claims. Except as to applications for allowances of compensation and reimbursement of expenses under sections 330 and 503 of the Bankruptcy Code, the Debtor or Reorganized Debtor shall have the exclusive right to make and file objections to Claims and Interests. All objections shall be litigated to Final Order; provided, however, that the Debtor or Reorganized Debtor shall have the authority to compromise, settle, otherwise resolve, or withdraw any objections, without approval of the Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court, the Debtor or Reorganized Debtor shall file all objections to Claims (other than applications for allowances of compensation and reimbursement of expenses) and Interests and serve such objections upon the holders of such Claims and Interests as to which the objection is made as soon as practicable, but in no event later than the Objection Deadline. 9.2. No Distributions Pending Allowance. Notwithstanding any other provision hereof, if any portion of a Claim is a Disputed Claim or any portion of an Equity Interest is a Disputed Equity Interest, no payment or distribution provided hereunder shall be made on account of such Claim or Equity Interest unless and until such Disputed Claim or Disputed Equity Interest becomes an Allowed Claim or an Allowed Equity Interest. 9.3. Distributions After Allowance. To the extent that a Disputed Claim or Disputed Equity Interest ultimately becomes an Allowed Claim or an Allowed Equity Interest, a distribution shall be made to the holder of such Allowed Claim or Allowed Equity Interest in accordance with the provisions of the Plan. As soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Disputed Equity Interest becomes a Final Order, the Disbursing Agent shall provide to the holder of such Allowed Claim or Allowed Equity Interest the distribution to which such holder is entitled under the Plan. 21 ARTICLE X PROVISIONS GOVERNING EXECUTORY CONTRACTS AND UNEXPIRED LEASES 10.1. Assumed Contracts and Leases. Except as otherwise provided in the Plan or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan, as of the Effective Date, the Debtor shall be deemed to have assumed each executory contract and unexpired lease to which it was a party, unless such contract or lease (i) was previously assumed or rejected by the Debtor, (ii) previously expired or terminated pursuant to its own terms, (iii) is the subject of a motion to reject filed on or before the Effective Date, or (iv) is identified as a rejected executory contract or a rejected unexpired lease, as applicable, annexed hereto as Exhibit E and subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Hearing. The Confirmation Order shall constitute an order of the Bankruptcy Court under section 365 of the Bankruptcy Code approving the contract and lease assumptions and rejections described above, as of the Confirmation Date except for any contract or lease assumed or rejected prior thereto. Each executory contract and unexpired lease that is assumed and relates to the use, ability to acquire, or occupancy of real property shall include (i) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease and (ii) all executory contracts or unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements or franchises, and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to an order of the Bankruptcy Court. 10.2. Payments Related to Assumption of Contracts and Leases. Any monetary amounts by which each executory contract and unexpired lease to be assumed pursuant to the Plan is in default shall be satisfied, under section 365(b)(1) of the Bankruptcy Code, at the option of the Debtor or the assignee of the Debtor party assuming such contract or lease, by Cure. If there is a dispute regarding (i) the nature or amount of any Cure, (ii) the ability of the Reorganized Debtor or any assignee to provide "adequate assurance of future performance" (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (iii) any other matter pertaining to assumption, Cure shall occur following the entry of a Final Order resolving the dispute and approving the assumption or assumption and assignment, as the case may be. 10.3. Rejected Contracts And Leases. This Plan constitutes and incorporates a motion by the Debtor to reject, and the Confirmation Order shall be deemed to be an Order authorizing the rejection, effective as of the Effective Date, of those executory contracts and unexpired leases to which the Debtor is a party and which are annexed hereto as Exhibit E and subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Hearing. 22 10.4. Reservation. Except as for those executory contracts and unexpired leases annexed hereto as Exhibit E, subject to modification by the Debtor with the written consent of the Creditors Committee prior to the Confirmation Hearing, none of the executory contracts and unexpired leases to which the Debtor is a party shall be rejected under the Plan, provided, however, that the Debtor reserves the right, at any time prior to the Confirmation Date, to seek to reject any executory contract or unexpired lease to which it is a party. 10.5. Bar for Rejection Damages. If the rejection by the Debtor, pursuant to the Plan or otherwise, of an executory contract or unexpired lease results in a Claim that is not theretofore evidenced by a timely filed proof of Claim or a proof of Claim that is deemed to be timely filed under applicable law, then such Claim shall be forever barred and shall not be enforceable against the Debtor or Reorganized Debtor, or the properties of the Debtor or Reorganized Debtor, unless a proof of Claim is filed with the Bankruptcy Court (and served on the Debtor) on or before the later to occur of the Bar Date or thirty (30) days after entry of an order (which may be the Confirmation Order) authorizing the rejection of the applicable unexpired lease or executory contract. 10.6. Treatment Under Plan of Rejection Damages. Unless otherwise ordered by the Bankruptcy Court, all Allowed Claims arising from the rejection of executory contracts or unexpired leases shall be treated as Class 4 General Unsecured Claims. ARTICLE XI CONDITIONS PRECEDENT TO EFFECTIVE DATE 11.1. Conditions Precedent to Effective Date of the Plan. The occurrence of the Effective Date of the Plan is subject to satisfaction of the following conditions precedent: (A) A Confirmation Order shall have been entered by the Clerk of the Bankruptcy Court which is in form and substance reasonably acceptable to the Debtor and the Creditors Committee and there shall not be a stay or injunction in effect with respect thereto. (B) The Debtor shall have purchased directors and officers liability insurance for the Board of Directors of Reorganized Debtor in form, substance and amount reasonably acceptable to the Debtor and the Creditors Committee. (C) The Debtor and the New Notes Indenture Trustee have executed the Security Agreement. (D) The Debtor will enter in a Registration Rights Agreement with all necessary parties. (E) The New Notes Indenture Trustee and the lender(s) under the Exit Facility have executed the Intercreditor Agreement. (F) All conditions to the Exit Facility Lender's commitment letter have been met or waived. 23 (G) Upon satisfaction of these conditions, the Debtor shall file a notice of the Effective Date of the Plan. 11.2. Waiver of Conditions Precedent. Each of the conditions precedent in section 11.1, other than 11.1(A) hereof may be waived, in whole or in part, by the Debtor with the written consent of the Creditors Committee. Any such waivers of a condition precedent in Section 11.1 hereof may be effected at any time, without notice, without leave or order of the Bankruptcy Court and without any formal action. ARTICLE XII EFFECT OF CONFIRMATION 12.1. Vesting of Assets. On the Effective Date, the Debtor, its properties and interests in property and its operations shall be released from the custody and jurisdiction of the Bankruptcy Court, and the estates of the Debtor shall vest in the Reorganized Debtor free and clear of any and all Liens, except as otherwise provided herein. From and after the Effective Date, the Reorganized Debtor may operate its business and may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, subject to the terms and conditions of the Plan. 12.2. Preservation of Causes of Action. Except as provided herein, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtor shall retain all causes of action that the Debtor or the estate may hold against any person or entity including but not limited to any causes of action arising from Bankruptcy Code sections 544, 547, 548, 549 or 550 that are not otherwise released under the Plan. Such causes of actions include those claims listed on Exhibit I - Retained Causes of Action. 12.3. Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code and subject to the occurrence of the Effective Date, on and after the Effective Date, the provisions of the Plan shall bind any holder of a Claim against or Equity Interest in the Debtor and such holder's respective successors and assigns, whether or not the Claim or Equity Interest of such holder is impaired under the Plan and whether or not such holder has accepted the Plan. 12.4. Discharge of Debtor. Except to the extent otherwise provided herein, the treatment of all Claims against or Interests in the Debtor hereunder shall be in exchange for and in complete satisfaction, discharge and release of all Claims against or Interests in the Debtor of any nature whatsoever, known or unknown, including, without limitation, any interest accrued or expenses incurred thereon from and after the Petition Date, or against its estate or properties or interests in property. Except as otherwise provided herein, upon the Effective Date, all Claims against and Interests in the Debtor will be satisfied, discharged, and released in full exchange for the consideration provided hereunder. Except as otherwise provided herein, all entities shall be precluded from asserting against the Debtor or Reorganized Debtor or their respective properties or interests in property, any other Claims based upon any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date. 12.5. Term of Injunctions or Stays. Unless otherwise provided in the Plan, all injunctions or stays arising under or entered during the Chapter 11 Case under section 105 or 362 24 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the 60th day following the Effective Date. 12.6. EXCULPATION. THE RELEASED PARTIES SHALL NOT HAVE OR INCUR, AND ARE HEREBY RELEASED FROM, ANY CLAIM, OBLIGATION, CAUSE OF ACTION OR LIABILITY TO ONE ANOTHER OR TO ANY HOLDER OF A CLAIM OR INTEREST, OR ANY OTHER PARTY IN INTEREST, OR ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, FINANCIAL ADVISORS, ATTORNEYS OR AFFILIATES, OR ANY OF THEIR SUCCESSORS AND ASSIGNS WHO NOTE THEIR ACCEPTANCE OF THE SECTION 12.7 RELEASE IN THEIR BALLOT, FOR ANY ACT OR OMISSION IN CONNECTION WITH, RELATING TO OR ARISING OUT OF THIS CHAPTER 11 CASE, THE SOLICITATION OF VOTES AND PURSUIT OF CONFIRMATION OF THE PLAN, THE CONSUMMATION OF THE PLAN, THE ADMINISTRATION OF THE PLAN OR THE PROPERTY TO BE DISTRIBUTED UNDER THE PLAN, THE SOLICITATION AND ISSUANCE OF THE NEW ISSUED COMMON STOCK AND THE NEW NOTES, AND IN ALL RESPECTS SHALL BE ENTITLED TO RELY REASONABLY UPON THE ADVICE OF COUNSEL WITH RESPECT TO THEIR DUTIES AND RESPONSIBILITIES UNDER THE PLAN, PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO RELEASE ANY SUCH PERSON FROM LIABILITY FOR ACTS OR OMISSIONS THAT ARE THE RESULT OF ACTUAL FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR WILLFUL VIOLATION OF THE SECURITIES LAWS OR THE INTERNAL REVENUE CODE. 12.7. RELEASE. AS OF THE EFFECTIVE DATE AND SUBJECT TO ITS OCCURRENCE, EXCEPT AS OTHERWISE PROVIDED IN THIS PLAN, EACH RELEASED PARTY SHALL HAVE DEEMED TO HAVE BEEN RELEASED AND DISCHARGED BY (i) THE DEBTOR, ITS ESTATES, AND THE REORGANIZED DEBTOR, AND (ii) ANY HOLDER OF A CLAIM OR INTEREST OR ANY OTHER PARTY IN INTEREST OR ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, FINANCIAL ADVISORS, ATTORNEYS OR AFFILIATES, OR ANY OF THEIR SUCCESSORS AND ASSIGNS WHO NOTE THEIR ACCEPTANCE OF THIS RELEASE IN THEIR BALLOT (ALL SUCH HOLDERS AND OTHER PARTIES LISTED IN THIS SECTION 12.6(i) AND (ii), THE "RELEASOR PARTIES"), FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR BASED UPON SUCH RELEASED PARTIES' SERVICE IN ANY CAPACITY OR ANY TRANSACTION, EVENT, CIRCUMSTANCE OR OTHER MATTER INVOLVING OR RELATING TO THE DEBTOR THAT OCCURRED ON OR BEFORE THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO (a) RELEASE A RELEASED PARTY FROM LIABILITY FOR ACTS OR OMISSIONS THAT ARE THE RESULT OF ACTUAL FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR WILLFUL VIOLATION OF THE SECURITIES LAWS OR THE INTERNAL REVENUE CODE OR THE CLAIMS, IF ANY, OF THE UNITED STATES; (b) PREVENT THE DEBTOR OR THE REORGANIZED DEBTOR FROM OBJECTING TO A CLAIM OR INTEREST OF A RELEASED PARTY; (c) PRECLUDE POLICE, FEDERAL TAX OR REGULATORY AGENCIES FROM FULFILLING THEIR STATUTORY DUTIES. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE RELEASOR PARTIES SHALL BE ENJOINED FROM COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS, OR ACT TO COLLECT, OFFSET OR RECOVER ANY CLAIMS AND CAUSES OF ACTION RELEASED AND DISCHARGED PURSUANT TO THIS SECTION; PROVIDED, HOWEVER, THAT THE INJUNCTION PROVIDED FOR IN THIS SECTION SHALL NOT (x) BAR ACTIONS BASED UPON LIABILITY FOR ACTS OR OMISSIONS THAT ARE THE RESULT OF ACTUAL FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR WILLFUL VIOLATION OF THE SECURITIES LAWS OR THE INTERNAL REVENUE CODE OR THE CLAIMS, IF ANY, OF THE UNITED STATES; (y) PRECLUDE POLICE, FEDERAL TAX OR REGULATORY AGENCIES FROM FULFILLING THEIR STATUTORY DUTIES; OR (z) BAR THE CLAIMS, IF ANY, OF THE UNITED STATES. 12.8. Indemnification Obligations. Subject to the occurrence of the Effective Date, the obligations of the Reorganized Debtor to indemnify, defend, reimburse or limit the liability of any current or former directors or officers of the Debtor against any claims or causes 25 of action as provided in the Debtor's Amended Certificate of Incorporation, By-Laws, applicable state law or contract or otherwise shall cease. 12.9. Letter of Credit Obligations. Confirmation of the Plan shall have no impact or effect on the Reorganized Debtor's remaining obligations to Congress Financial and CIT under the Release Agreement (as defined in the Final Financing Order) and the Hartford Letter of Credit pursuant to the Third Amendment to Financing Agreement and the CIT Credit Agreement. The Reorganized Debtor shall remain fully liable and obligated with respect to such agreements until the obligations thereunder are completely fulfilled and the Letters of Credit have been terminated without a draw or the Letters of Credit have been replaced. ARTICLE XIII RETENTION OF JURISDICTION The Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of, or related to, the Chapter 11 Case, the Plan and the Confirmation Order pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following purposes: (A) To hear and determine pending applications for the assumption, assumption and assignment, or rejection of executory contracts or unexpired leases and the allowance of Claims resulting therefrom. (B) To enforce all agreements, assumed, if any, and to recover all property of the estate wherever located. (C) To determine any and all adversary proceedings, applications and contested matters, including, without limitation, under sections 544, 545, 548, 549, 550, 551, and 553 of the Bankruptcy Code. (D) To ensure that distributions to holders of Allowed Claims and Interests are accomplished as provided herein. (E) To hear and determine any timely objections to Administrative Expense Claims or to proofs of Claim or Interests, including, without limitation, any objections to the classification of any Claim or Interest, and to allow or disallow any Disputed Claim or Disputed Interest in whole or in part. (F) To determine the validity, extent and priority of all Liens, if any, against properties of the estates. (G) To determine all assertions of an ownership interest in, the value of, or title to, any property of the estates. (H) To determine any tax liability of the estates in connection with the Plan, actions taken, distributions or transfers made thereunder. (I) To enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified, or vacated. 26 (J) To issue such orders in aid of execution of the Plan, to the extent authorized by section 1142 of the Bankruptcy Code. (K) To consider any amendments to or modifications of the Plan, or to cure any defect or omission, or reconcile any inconsistency, in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order. (L) To hear and determine all applications under sections 330, 331, and 503(b) of the Bankruptcy Code for awards of compensation for services rendered and reimbursement of expenses incurred prior to the Confirmation Date. (M) To hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Plan, the Confirmation Order, any transactions or payments contemplated hereby or any agreement, instrument or other document governing or relating to any of the foregoing. (N) To hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code. (O) To hear and determine any other matter not inconsistent with the Bankruptcy Code. (P) To hear and determine all disputes involving the existence, scope, and nature of the discharges granted under the Plan and the Confirmation Order. (Q) To issue injunctions and effect any other actions that may be necessary or desirable to restrain interference by any entity with the consummation or implementation of the Plan. (R) To determine such other matters as may be provided in the Confirmation Order. (S) To enter a final decree closing the Chapter 11 Case. ARTICLE XIV MISCELLANEOUS PROVISIONS 14.1. Payment of Statutory Fees. All fees payable under section 1930, chapter 123, title 28, United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on the Effective Date. Any such fees accrued after the Effective Date will be paid by the Reorganized Debtor in the ordinary course of business. 14.2. [Left Intentionally Blank]. 14.3. Creditors Committee. Effective as at the close of business on the Effective Date, the duties of the Creditors Committee shall terminate, except with respect to applications for Professional Fee Claims and reimbursement of expenses of the members of the Creditors Committee. 27 14.4. Exemption from Certain Transfer Taxes. Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from the Debtor to any other person or entity pursuant to the Plan, including the pledging of any collateral, or the delivery of any security interests or other instrument of transfer, the furnishing of any promissory note(s) or other evidence of indebtedness, in furtherance of, or in connection with this Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment. 14.5. Modifications and Amendments. The Exhibits to both the Plan and Disclosure Statement can be amended at any time prior to the Confirmation Date with the written approval of both the Creditors Committee and the Debtor. To the extent amendments affect the Exit Facility, such amendments shall require prior written consent of the Exit Facility Lender. In addition the Debtor with the written consent of the Creditors Committee may alter, amend, or modify the Plan under section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date. After the Effective Date the Reorganized Debtor may, under section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan or the Confirmation Order, and to accomplish such matters as may be necessary to carry out the purposes and effects of the Plan so long as such proceedings do not materially adversely affect the treatment of holders of Claims or Interests under the Plan, provided, however, that prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or Order of the Bankruptcy Court. 14.6. Compliance with Tax Requirements. In connection with the consummation of the Plan, the Reorganized Debtor shall comply with all withholding and reporting requirements imposed by any taxing authority, and all distributions hereunder shall be subject to such withholding and reporting requirements. 14.7. Preservation of Transferred Claims. All causes of action which are currently held by the Debtor will be transferred to and prosecuted by the Reorganized Debtor at its sole and absolute discretion. 14.8. Severability of Plan Provisions. Except as otherwise provided herein, in the event that prior to the Effective Date, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, then if requested by the Debtor or Reorganized Debtor the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision hereof, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable in accordance with its terms. Notwithstanding the foregoing or any other provision of the Plan, to the extent Section 4 28 of the Plan or any part thereof is held by the Bankruptcy Court to be invalid, void or unenforceable, then the Plan shall be deemed null and void for all purposes. 14.9. Filing or Execution of Additional Documents. On or before the Effective Date, the Debtor or the Reorganized Debtor will file with the Bankruptcy Court or execute, as appropriate, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan. 14.10. Notices. All notices, requests, and demands to or upon the Debtor to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: Reptron Electronics, Inc. Attn: Paul J. Plante, President and Chief Operating Officer 13700 Reptron Boulevard Tampa, Florida 33626 Tel: (813) 854-2000 Fax: (813) 891-4007 With a copy to: Tew Cardenas, LLP Thomas R. Lehman, P. A. Lynn Maynard Gollin, Esq. 201 South Biscayne Boulevard Miami Center, Suite 2600 Miami, Florida 331312 Tel: (305) 536-1112 Fax: (305) 536-1116 Counsel to Debtor 29 -and- Andrews Kurth LLP Paul N. Silverstein, Esq. Richard Baumfield, Esq. 450 Lexington Avenue New York, NY 10017 Tel: (212) 850-2800 Fax: (212) 850-2929 Counsel to the Creditors Committee 14.11. Governing Law. Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent an Exhibit hereto provides otherwise, the rights, duties and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida without giving effect to the principles of conflict of laws thereof. Dated: January 14, 2004 Respectfully submitted, TEW CARDENAS, LLP Attorneys for Reptron Electronics, Inc. 201 S. Biscayne Boulevard Miami Center, Suite 2600 Miami, FL 33131 Tel. No. 305-536-1112 Fax No. 305-536-1116 By: /s/ Thomas R. Lehman ---------------------------------------- Thomas R. Lehman, P.A. Florida Bar No. 351318 Lynn Maynard Gollin, Esq. Florida Bar No. 621668 30 Respectfully submitted, Reptron Electronics, Inc. /s/ Paul Plante ------------------------------------- By: Paul Plante President and COO of Reptron 31 EXHIBITS TO PLAN Exhibit A: Amended and Restated By-laws of Reptron Electronics, Inc. Exhibit B: Amended and Restated Certificate of Incorporation of Reorganized Reptron Electronics, Inc. Exhibit C: Stock Option Plan Exhibit D: Registration Rights Agreement Exhibit E: Rejected Executory Contracts and Leases Exhibit F: Indenture Exhibit G: Intercreditor Agreement Exhibit H: Security Agreement Exhibit I: Retained Causes of Action Exhibit J: List of Class 3 Trade Vendor Claims 32 AK DRAFT- December 18, 2003 AMENDED AND RESTATED BYLAWS OF REPTRON ELECTRONICS, INC., a Florida corporation EXHIBIT A ARTICLE I. OFFICES......................................................................................... 1 Section 1. Registered Office............................................................................... 1 Section 2. Other Offices................................................................................... 1 ARTICLE II. MEETINGS OF STOCKHOLDERS........................................................................ 1 Section 1. Place of Meetings............................................................................... 1 Section 2. Annual Meeting.................................................................................. 1 Section 3. Quorum.......................................................................................... 1 Section 4. Majority Vote................................................................................... 2 Section 5. Voting Rights................................................................................... 2 Section 6. Special Meetings................................................................................ 2 Section 7. Notice of Meetings.............................................................................. 2 Section 8. Adjournment and Notice of Adjourned Meetings.................................................... 3 Section 9. List of Stockholders............................................................................ 3 Section 10. Action Without Meeting.......................................................................... 3 Section 11. Organization.................................................................................... 3 ARTICLE III. DIRECTORS....................................................................................... 4 Section 1. Number and Term of Office....................................................................... 4 Section 2. Powers.......................................................................................... 4 Section 3. Vacancies....................................................................................... 4 Section 4. Meetings of the Board of Directors.............................................................. 5 Section 5. Committees of Directors......................................................................... 6 Section 6. Compensation of Directors....................................................................... 6 Section 7. Resignation..................................................................................... 6 Section 8. Organization.................................................................................... 7 ARTICLE IV. Indemnification................................................................................. 7 Section 1. Indemnification of Directors and Officers....................................................... 7 Section 2. Employees and Other Agents...................................................................... 7 Section 3. Expenses........................................................................................ 7 Section 4. Enforcement..................................................................................... 8 Section 5. Non-Exclusivity of Rights....................................................................... 8 Section 6. Survival of Rights.............................................................................. 8 Section 7. Insurance....................................................................................... 9 Section 8. Amendments...................................................................................... 9 Section 9. Saving Clause................................................................................... 9 Section 10. Definitions. For the purposes of this Article IV, the following definitions shall apply:....... 9
i ARTICLE V. OFFICERS........................................................................................ 10 Section 1. Officers Designated............................................................................. 10 Section 2. Appointment of Officers......................................................................... 10 Section 3. Other Officers and Agents....................................................................... 10 Section 4. Salaries........................................................................................ 10 Section 5. Term............................................................................................ 10 Section 6. Chairman of the Board........................................................................... 10 Section 7. President....................................................................................... 11 Section 8. Vice Presidents................................................................................. 11 Section 9. Secretary....................................................................................... 11 Section 10. Assistant Secretary............................................................................. 11 Section 11. Treasurer....................................................................................... 11 Section 12. Assistant Treasurer............................................................................. 12 Section 13. Delegation of Authority......................................................................... 12 Section 14. Resignations.................................................................................... 12 ARTICLE VI. EXECUTION OF CORPORATE INSTRUMENTS AND OTHER SECURITIES AND VOTING OF SECURITIES OWNED BY THE CORPORATION ......................................................... 12 Section 1. Execution of Corporate Instruments.............................................................. 12 Section 2. Voting of Securities Owned by the Corporation................................................... 13 Section 3. Execution of Other Securities of the Corporation................................................ 13 ARTICLE VII. shares OF STOCK................................................................................. 13 Section 1. Form of Executed Certificate.................................................................... 13 Section 2. Signatures...................................................................................... 13 Section 3. Rights of Each Class of Stock................................................................... 14 Section 4. Lost, Stolen or Destroyed Certificates.......................................................... 14 Section 5. Transfers of Stock.............................................................................. 14 Section 6. Fixing Record Date.............................................................................. 14 Section 7. Registered Stockholders......................................................................... 14 ARTICLE VIII. GENERAL PROVISIONS.............................................................................. 15 Section 1. Dividends....................................................................................... 15 Section 2. Reserve Fund.................................................................................... 15 Section 3. Fiscal Year..................................................................................... 15 Section 4. Corporate Seal.................................................................................. 15 Section 5. Notices......................................................................................... 15 Section 6. Waiver of Notice................................................................................ 15 Section 7. Annual Statement................................................................................ 16
ARTICLE IX. AMENDMENTS...................................................................................... 16
AMENDED AND RESTATED BYLAWS OF REPTRON ELECTRONICS, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation shall be in the City of Tampa, State of Florida, or such other place within the State of Florida as the Board of Directors may determine. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II. MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. Meetings of stockholders shall be held at any place within or outside the State of Florida designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the principal executive office of the corporation. Section 2. Annual Meeting. The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors. At each annual meeting, directors shall be elected and any other proper business may be transacted. Section 3. Quorum. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Amended and Restated Certificate of Incorporation or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat. Section 4. Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Amended and Restated Certificate of Incorporation or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 5. Voting Rights. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article VII, Section 6 hereof. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Section 6. Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Amended and Restated Certificate of Incorporation, may be called by the Chairman of the Board of Directors, the Chief Executive Officer or the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be called by the Chief Executive Officer or the Secretary at the request in writing of stockholders owning ten percent (10%) of the entire capital stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than ten (10) nor more than thirty (30) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote in accordance with Section 7 below. If the notice is not given within seven (7) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give notice. Nothing contained in this Section 6 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held. Section 7. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) 2 days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his, her or its address as it appears on the records of the corporation. Section 8. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. List of Stockholders. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 10. Action Without Meeting. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 11. Organization. (a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. 3 (b) The Board of Directors of the corporation shall be entitled to make such reasonable rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such reasonable rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. ARTICLE III. DIRECTORS Section 1. Number and Term of Office. The Corporation shall have six directors. The authorized number of directors can be increased or decreased by the Board of Directors from time to time. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified; provided, however, that unless otherwise restricted by the Amended and Restated Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat. Section 2. Powers. The property and business of the corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Amended and Restated Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 3. Vacancies. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced. 4 Section 4. Meetings of the Board of Directors. (a) The directors may hold their meetings, have one or more offices and keep the books of the corporation outside of the State of Florida. (b) The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it. (c) Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. (d) Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President on twenty-four (24) hours' notice to each director, either orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the date of the meeting; special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and on like notice on the written request of two (2) directors unless the Board consists of only one (1) director; in which case special meetings shall be called by the President or the Secretary in like manner or on like notice on the written request of the sole director. (e) At all meetings of the Board of Directors, a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Amended and Restated Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one (1) director is authorized, such sole director shall constitute a quorum. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. (f) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. 5 (g) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. Section 5. Committees of Directors. (a) The Board of Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each such committee to consist of one (1) or more of the directors of the corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Florida Business Corporation Act to be submitted to stockholders for approval or adopting, amending or repealing any Bylaw of the corporation. (b) Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 6 Compensation of Directors. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, the Compensation Committee, consisting of three directors, shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Section 7. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified. 6 Section 8. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors, shall preside over the meeting. The Secretary, or in his or her absence, an Assistant Secretary directed to do so, shall act as secretary of the meeting. ARTICLE IV. Indemnification Section 1. Indemnification of Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Florida Business Corporation Act; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Florida Business Corporation Act or (iv) such indemnification is required to be made under Section 4 below. Section 2. Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the Florida Business Corporation Act. Section 3. Expenses. The corporation shall advance to any person who is or was a director or officer of the corporation, and shall have the power to advance to any person who is or was an employee or other agent of the corporation, to the fullest extent not prohibited by the Florida Business Corporation Act, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any such person in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Article IV or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 5 below, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly 7 and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation. Section 4. Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Article IV shall be deemed to be contractual rights and be effective to the same extent as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Article IV to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Florida Business Corporation Act for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article IV or otherwise shall be on the corporation. Section 5. Non-Exclusivity of Rights. The rights conferred on any person by this Article IV shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Florida Business Corporation Act. Section 6. Survival of Rights. The rights conferred on any person by this Article IV shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 8 Section 7. Insurance. To the fullest extent permitted by the Florida Business Corporation Act, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article IV. Section 8. Amendments. Any repeal or modification of this Article IV shall only be prospective and shall not affect the rights under this Article IV in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. Section 9. Saving Clause. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Article IV that shall not have been invalidated, or by any other applicable law. Section 10. Definitions. For the purposes of this Article IV, the following definitions shall apply: (a) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. (b) The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceedings. (c) The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (d) References to a "director," "executive officer," "officer," "employee" or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise. (e) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include 9 any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section. ARTICLE V. OFFICERS Section 1. Officers Designated. The officers of this corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a President, a Secretary and a Treasurer. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Amended and Restated Certificate of Incorporation or these Bylaws otherwise provide. Section 2. Appointment of Officers. The Board of Directors, at its annual meeting, shall choose the officers of the corporation. Section 3. Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 4 Salaries. The salaries of all officers and agents of the corporation shall be fixed by or in the manner designated by the Board of Directors. Section 5. Term. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors or by the unanimous written consent of the directors in office at that time. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V. 10 Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors. Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He or she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He or she shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall perform other duties commonly incident to his or her office and shall also 11 perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 13. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof. Section 14. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer. ARTICLE VI .EXECUTION OF CORPORATE INSTRUMENTS AND OTHER SECURITIES AND VOTING OF SECURITIES OWNED BY THE CORPORATION Section 1. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the 12 corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 2. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President. Section 3. Execution of Other Securities of the Corporation. All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation. ARTICLE VII. SHARES OF STOCK Section 1. Form of Executed Certificate. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Amended and Restated Certificate of Incorporation and applicable law. Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the corporation, certifying the number of shares represented by the certificate owned by such stockholder in the corporation. 13 Section 2. Signatures. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 3. Rights of Each Class of Stock. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Florida Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 5. Transfers of Stock. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 6. Fixing Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 14 Section 7. Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida. ARTICLE VIII. GENERAL PROVISIONS Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Amended and Restated Certificate of Incorporation. Section 2. Reserve Fund. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve. Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words "Seal." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 5. Notices. Whenever, under the provisions of the statutes or of the Amended and Restated Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid and addressed to such director or stockholder, at his, her or its last known post office address as it appears on the records of the corporation and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile, telex or telegram and as otherwise provided in these Bylaws. Section 6.Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the Amended and Restated Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed to be equivalent. Notice will be waived by any stockholder or director by his, her or its attendance at a meeting of stockholders or Board of Directors, as applicable, whether in person or by proxy in the case of a stockholder, except when the stockholder or director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not 15 lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. Section 7. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. ARTICLE IX. AMENDMENTS These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws. 16 AK DRAFT- December 18, 2003 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REPTRON ELECTRONICS, INC. Reptron Electronics, Inc., a corporation organized and existing under the laws of the Florida Business Corporation Act (the "Corporation"), hereby certifies as follows: A. The name of the corporation is Reptron Electronics, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Florida on December 30, ______. B. Pursuant to sections 607.1006 and 621 of the Florida Statutes and the order dated __________, 2004 of the United States Bankruptcy Court for the Southern District of Florida (the "Court"), which has jurisdiction over the Corporation in a case under Chapter 11 of Title 11 of the United States Code, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Amended and Restated Certificate of Incorporation of the Corporation, as previously amended. C. The text of the Amended and Restated Certificate of Incorporation as previously amended or supplemented is restated and further amended to read in its entirety as follows: FIRST: The name of the Corporation is Reptron Electronics, Inc. SECOND: The address of the Corporation's registered office in the State of Florida is 14401 McCormick Drive Tampa, Florida, 33626. The name of the registered agent at that address is Chuck Scheiwe. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Florida Business Corporation Act. FOURTH: The corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares of all classes of stock that the Corporation shall have authority to issue is ___ Million (__,000,000) shares. Fifty Million (50,000,000) shares shall be Common Stock, each having a par value of $0.01 per share. _____ shares shall be Preferred Stock, each having a par value of $0.01 per share. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Florida Business Corporation Act, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them, and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status they had prior to the adoption of the resolution originally fixing EXHIBIT B the number of shares of such series. To the extent required by Section 1123(a) of Title 11, Chapter 11 of the United States Code and notwithstanding anything to the contrary herein, in no event shall the Corporation be authorized to issue any class or series of nonvoting equity securities. FIFTH: The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors shall be six. The number of directors can be increased decreased from time to time exclusively by one or more resolutions adopted by the Board of Directors. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation. SEVENTH: Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. EIGHTH: No director of this corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Florida Business Corporation Act is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Florida Business Corporation Act, as so amended. Any repeal or modification of this Article Eighth shall be prospective and shall not affect the rights under this Article Eighth in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. Notwithstanding any of the provisions of this Amended and Restated Certificate of Incorporation, this Amended and Restated Certificate of Incorporation shall not in any way countermand or otherwise affect provisions concerning indemnification set forth in the "Second Amended Plan of Reorganization, Dated December ___, 2004" of the Corporation (the "Plan") or the Order of the Court confirming the Plan, entered on __________, 2004. NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by statute. IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed by __________, its authorized officer this _____ date of __________, 2004. Reptron Electronics, Inc. By:_____________________________________ Name: Title: REPTRON ELECTRONICS, INC. STOCK OPTION PLAN ARTICLE I INTRODUCTION 1.1 PURPOSE. The Reptron Electronics, Inc. Stock Option Plan (the "Plan") is intended to promote the interests of Reptron Electronics, Inc. (the "Company") and its stockholders by encouraging Employees and Consultants of the Company and Non-Employee Directors (as defined below) to acquire or increase their equity interests in the Company, thereby giving them an added incentive to work toward the continued growth and success of the Company. The Board of Directors of the Company (the "Board") also contemplates that through the Plan, the Company and its Affiliates will be better able to compete for the services of the individuals needed for the growth and success of the Company. 1.2 SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Common Stock, $______ par value per share, of the Company ("Common Stock") that may be issued under the Plan shall not exceed 500,000 shares; provided, however, that in the event that at any time after the Effective Date the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the aggregate number and class of securities available under the Plan shall be ratably adjusted by the Compensation Committee (as defined below), whose determination shall be final and binding upon the Company and all other interested persons. In the event the number of shares to be delivered upon the exercise or payment of any Option (as defined below) granted under the Plan is reduced for any reason whatsoever or in the event any Option granted under the Plan can no longer under any circumstances be exercised or paid, the number of shares no longer subject to such Option shall thereupon be released from such Option and shall thereafter be available under the Plan for the grant of additional Options. Shares issued pursuant to the Plan (i) may be treasury shares, authorized but unissued shares or, if applicable, shares acquired in the open market and (ii) shall be fully paid and nonassessable. 1.3 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation Committee. Subject to the provisions of the Plan, the Compensation Committee shall interpret the Plan and all Options under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for the administration of the Plan and shall correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option under the Plan in the manner and to the extent that the Compensation Committee deems desirable to effectuate the Plan. Any action taken or determination made by the Compensation Committee pursuant to this and the other paragraphs of the Plan shall be conclusive on all parties. The act or determination of a majority of the Compensation Committee shall be deemed to be the act or determination of the Compensation Committee. 1.4 AMENDMENT AND DISCONTINUANCE OF THE PLAN. The Board may amend, suspend or terminate the Plan; provided, however, no amendment, suspension or termination of the Plan EXHIBIT C may without the consent of the holder of an Option, terminate such Option or adversely affect such person's rights with respect to such Option in any material respect. 1.5 GRANTING OF OPTIONS TO PARTICIPANTS. The Compensation Committee shall have the authority to grant, prior to the expiration date of the Plan, Options to such Employees, Consultants and Non-Employee Directors as may be selected by it on the terms and conditions hereinafter set forth in the Plan. In selecting the persons to receive Options, including the type and size of the Option, the Compensation Committee may consider any factors that it may consider relevant. 1.6 AMENDMENT AND TERM OF PLAN. This Plan shall be effective upon the first business day on which all of the conditions precedent of Company's Amended Plan of Reorganization under chapter 11 of the Bankruptcy Code, dated as of _______, shall been satisfied or waived (the "Effective Date"). Except with respect to Options then outstanding, if not sooner terminated under the provisions of Section 1.4, the Plan shall terminate upon, and no further Options shall be made, after the tenth anniversary of the Effective Date. 1.7 LEAVE OF ABSENCE. If a person is on military, sick leave or other bona fide leave of absence, such person shall be considered an "Employee" for purposes of an outstanding Option during the period of such leave provided it does not exceed 90 days, or, if longer, so long as the person's right to reemployment is guaranteed either by statute or by contract. If the period of leave exceeds 90 days, the employment relationship shall be deemed to have terminated on the 91st day of such leave, unless the person's right to reemployment is guaranteed by statute or contract. 1.8 DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below: "1933 Act" means the Securities Act of 1933, as amended. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Cause" means (i) the willful commission by a Participant of a criminal or other act that causes or is likely to cause substantial economic damage to the Company or an Affiliate or substantial injury to the business reputation of the Company or Affiliate; (ii) the commission by a Participant of an act of fraud in the performance of such Participant's duties on behalf of the Company or an Affiliate; or (iii) the continuing willful failure of a Participant to perform the duties of such Participant to the Company or an Affiliate (other than such failure resulting from the Participant's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Participant by the Compensation Committee. For purposes of the Plan, no act, or failure to act, on the Participant's part shall be considered "willful" unless done or omitted to be done by the Participant not in good faith and without reasonable belief that the Participant's action or omission was in the best interest of the Company or an Affiliate, as the case may be. "Change of Control" shall be deemed to have occurred upon, and means (i) the acquisition by any individual, entity or group (within the meaning of sections 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of either (A) the Outstanding Company Common Stock or (B) the combined voting power of the Outstanding Company Voting Securities; provided, however, that the following acquisitions shall not constitute a Change of Control: (I) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan(s) (or related trust(s)) sponsored or maintained by the Company or any corporation controlled by the Company or (IV) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, immediately following such reorganization, merger or consolidation, the conditions described in subclauses (A), (B) and (C) of clause (ii) are satisfied; or (ii) the approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless immediately following such reorganization, merger or consolidation (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan(s) (or related trust(s)) of the Company and/or its Affiliates or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty-five percent (25%) or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. "Compensation Committee" means Mark Holliday, Steven Scheiwe and Neil Subin. "Consultant" means any individual, other than a Director or an Employee, who renders consulting or advisory services to the Company or an Affiliate, including, for example, an advisory director. "Disability" means a Participant is suffering from a mental or physical disability, which, in the opinion of the Compensation Committee, prevents the Participant from performing his regular duties and is expected to be of long continued duration or to result in death. "Employee" means any employee of the Company or an Affiliate. "Employment" includes any period in which the Participant is a paid Consultant to the Company or an Affiliate. "FMV Per Share" of the Common Stock as of any particular date shall be determined by any fair and reasonable means determined by the Compensation Committee, which may include, if the Common Stock is listed for trading on a national stock exchange, the closing sales price quoted on such exchange as published in The Wall Street Journal (or other reporting service approved by the Compensation Committee) reports for the date of the grant, or if no trade of the Common Stock shall have been reported for such date, the closing sales price quoted on such exchange which is published in The Wall Street Journal (or other reporting service approved by the Compensation Committee) reports for the next day prior thereto on which a trade of the Common Stock was so reported, or if the shares are not so listed or admitted to trading, the closing sales price as reported by the Nasdaq Stock Market, or through a similar organization if Nasdaq is no longer reporting such information, on such grant date. If shares of the Common Stock are not listed or admitted to trading on any exchange or the Nasdaq Stock Market or any similar organization, the FMV Per Share shall be determined by the Compensation Committee in good faith using any fair and reasonable means selected in its discretion. "Incumbent Board" means the individuals who, as of any date of determination, constitute the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either (1) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act), or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or (2) a plan or agreement to replace a majority of the members of the Board then comprising the Incumbent Board. "Non-Employee Director" means persons who are members of the Board but who are neither Employees nor Consultants of the Company or any Affiliate. "Option" means an option to acquire Common Stock granted pursuant to the provisions of the Plan. "Option Expiration Date" means ten years after the date of grant of an Option. "Outstanding Company Common Stock" means, as of any date of determination, the then outstanding shares of Common Stock of the Company. "Outstanding Company Voting Securities" means, as of any date of determination, the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors. "Participant" means any Non-Employee Director, Employee or Consultant granted an Option under the Plan. "Reload Option" is defined in Section 2.4(g). "Retirement" means the termination of a Participant's employment with the Company or an Affiliate (i) on or after reaching age 65 or (ii) on or after reaching age 55 and prior to age 65 for reasons other than death, Disability or for Cause and with the consent of the Board. ARTICLE II NONQUALIFIED STOCK OPTIONS 2.1 ELIGIBLE PERSONS. All Employees, including officers (whether or not they are directors) and Consultants of the Company or its Affiliates shall be eligible to receive Options under this Article II. 2.2 LIMITS. Subject to adjustment as provided in Section 2.4(e), no Employee shall receive Options with respect to more than 50,000 Shares during any calendar year. 2.3 CALCULATION OF EXERCISE PRICE. The exercise price to be paid for each share of Common Stock deliverable upon exercise of each Option granted under this Article II shall not be less than the FMV Per Share on the date of grant of such Option. The exercise price for each Option granted under Article II shall be subject to adjustment as provided in Section 2.4(e). 2.4 TERMS AND CONDITIONS OF OPTIONS. Options shall be in such form as the Compensation Committee may from time to time approve, shall be subject to the following terms and conditions and may contain such additional terms and conditions, not inconsistent with this Article II, as the Compensation Committee shall deem desirable: (a) Option Period and Conditions and Limitations on Exercise. No Option shall be exercisable later than the Option Expiration Date. To the extent not prohibited by other provisions of the Plan, each Option shall be exercisable at such time or times as the Compensation Committee in its discretion may determine at the time such Option is granted. (b) Termination of Employment and Death. For purposes of this Article II, a Participant's employment shall be deemed to have terminated at the close of business on the day on which he is no longer for any reason whatsoever (including his death) employed by the Company or an Affiliate. Unless the Option agreement specifically provides otherwise, if a Participant's employment is terminated for any reason whatsoever (including his death), (i) each vested Option granted to him (determined as of his termination of employment date) shall wholly and completely terminate as follows: (A) At the time the Participant's employment is terminated, if termination occurs within the six-month period following the date of grant; or (B) At the time the Participant's employment is terminated, if his employment is terminated because he is discharged for Cause (as defined below); or (C) At the expiration of a period of twelve months after the Participant's employment is terminated by death, Retirement or Disability (but in no event later than the Option Expiration Date); or (D) At the expiration of a period of three months after the Participant's employment is terminated (but in no event later than the Option Expiration Date), if the Participant's employment is terminated for any reason other than his death, Retirement, Disability or for Cause; or (E) Notwithstanding the above, with respect to all Options outstanding at the date of a Change of Control, if the Participant's employment is terminated on or within the twelve-month period following such Change of Control other than for Cause, at the expiration of a period of twelve months after the Participant's date of termination, unless subparagraph (C) or (D) provides a longer period for the exercise of such Options (but in no event later than the Option Expiration Date); and (ii) all nonvested Options granted to him (determined as of his termination of employment date) shall immediately terminate on such date of termination of employment. (iii) to the extent exercisable at death, and subject to the termination provisions of clause (i), above, an Option may be exercised by the Participant's estate or by the person or persons who acquire the right to exercise his Option by bequest or inheritance with respect to any or all of the shares remaining subject to his Option at the time of his death. (c) Manner of Exercise. In order to exercise an Option, the person or persons entitled to exercise it shall deliver to the Company payment in full for the shares being purchased, together with any required withholding taxes. The payment of the exercise price for each Option shall either be (i) in cash or by check payable and acceptable to the Company, (ii) with the consent of the Compensation Committee, by tendering to the Company shares of Common Stock owned by the person for more than six months having an aggregate FMV Per Share as of the date of exercise and tender that is not greater than the full exercise price for the shares with respect to which the Option is being exercised and by paying any remaining amount of the exercise price as provided in (i) above, or (iii) subject to such instructions as the Compensation Committee may specify, at the person's written request the Company may deliver certificates for the shares of Common Stock for which the Option is being exercised to a broker for sale on behalf of the person, provided that the person has irrevocably instructed such broker to remit directly to the Company on the person's behalf the full amount of the exercise price from the proceeds of such sale. In the event that the person elects to make payment as allowed under clause (ii) above, the Compensation Committee may, upon confirming that the optionee owns the number of additional shares being tendered, authorize the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Option less the number of shares being tendered upon the exercise and return to the person (or not require surrender of) the certificate for the shares being tendered upon the exercise. If the Compensation Committee so requires, such person or persons shall also deliver a written representation that all shares being purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of such shares. (d) Options not Transferable. Except as provided below, no Option granted hereunder shall be transferable other than by (i) will or by the laws of descent and distribution or (ii) pursuant to a domestic relations order and, during the lifetime of the Participant to whom any such Option is granted, it shall be exercisable only by the Participant. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of, or to subject to execution, attachment or similar process, any Option granted hereunder, or any right thereunder, contrary to the provisions hereof, shall be void and ineffective, shall give no right to the purported transferee, and shall, at the sole discretion of the Compensation Committee, result in forfeiture of the Option with respect to the shares involved in such attempt. To the extent provided by the Compensation Committee with respect to a specific Option, the Participant may transfer, for estate planning purposes, all or part of such Option to one or more immediate family members or related family trusts or partnerships or similar entities, on such terms and conditions as the Compensation Committee may impose. (e) Adjustment of Options. In the event that at any time after the Effective Date the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the Compensation Committee shall make an appropriate and equitable adjustment in the number and kind of shares as to which all outstanding Options granted, or portions thereof then unexercised, shall be exercisable, to the end that after such event the shares subject to the Plan and each Participant's proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in an outstanding Option shall be made without change in the total price applicable to the Option or the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices) and with any necessary corresponding adjustment in exercise price per share. Any such adjustment made by the Compensation Committee shall be final and binding upon all Participants, the Company, and all other interested persons. (f) Listing and Registration of Shares. Each Option shall be subject to the requirement that if at any time the Compensation Committee determines, in its discretion, that the listing, registration, or qualification of the shares subject to such Option under any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of shares thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained and the same shall have been free of any conditions not acceptable to the Compensation Committee. (g) Reload Options. An Option may, in the discretion of the Compensation Committee, include a reload stock Option right which shall entitle the Participant, upon (i) the exercise of such original Option prior to the Participant's termination of employment and (ii) payment of the appropriate exercise price in shares of Common Stock that have been owned by such Participant for at least six months prior to the date of exercise, to receive a new Option (the "Reload Option") to purchase, at the FMV Per Share on the date of the exercise of the original Option, the number of shares of Common Stock equal to the number of whole shares delivered by the Participant in payment of the exercise price of the original Option. Such Reload Option shall be subject to the same terms and conditions, including expiration date, and shall be exercisable at the same time or times as the original Option with respect to which it is granted. 2.5 AMENDMENT. The Compensation Committee may, with the consent of the person or persons entitled to exercise any outstanding Option, amend such Option. The Compensation Committee may at any time or from time to time, in its discretion, in the case of any Option which is not then immediately exercisable in full, accelerate the time or times at which such Option may be exercised to any earlier time or times. The Compensation Committee, in its absolute discretion, may grant to holders of outstanding Options, in exchange for the surrender and cancellation of such Options, new Options having exercise prices lower (or higher) than the exercise price provided in the Options so surrendered and canceled and containing such other terms and conditions as the Compensation Committee may deem appropriate. 2.6 NO ACCELERATION OF VESTING. No Option granted hereunder shall vest upon a Change of Control or any other event unless specifically provided for to the contrary in the document or instrument evidencing an Option granted hereunder. 2.7 OTHER PROVISIONS. (a) The person or persons entitled to exercise, or who have exercised, an Option shall not be entitled to any rights as a stockholder of the Company with respect to any shares subject to such Option until he shall have become the holder of record of such shares. (b) No Option granted hereunder shall be construed as limiting any right which the Company or any Affiliate may have to terminate at any time, with or without cause, the employment of any person to whom such Option has been granted. (c) Notwithstanding any provision of the Plan or the terms of any Option, the Company shall not be required to issue any shares hereunder if such issuance would, in the judgment of the Compensation Committee, constitute a violation of any state or federal law or of the rules or regulations of any governmental regulatory body. ARTICLE III NON-EMPLOYEE DIRECTOR STOCK OPTIONS 3.1 ELIGIBLE DIRECTORS. Non-Employee Directors shall be eligible to receive Options under this Article III. 3.2 GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS. The Compensation Committee shall have the authority to grant, prior to the expiration of the Plan, to those Non-Employee Directors as may be selected by it Options to purchase shares of Common Stock on the terms and conditions hereinafter set forth in this Article III. In determining the number of shares to be subject to any such Option, the Compensation Committee may consider such facts as it may consider relevant. 3.3 CALCULATION OF EXERCISE PRICE. The exercise price to be paid for each share of Common Stock deliverable upon exercise of each Option granted under this Article III shall be equal to the FMV Per Share price on the date of the grant of such Option. The exercise price for each Option granted under Article III shall be subject to adjustment as provided in Section 3.4(e). 3.4 TERMS AND CONDITIONS OF OPTIONS. Options granted under this Article III shall be subject to the following terms and conditions: (a) Option Period and Conditions and Limitations on Exercise. Each Option granted under this Article III shall be exercisable at such time or times as the Compensation Committee in its discretion may determine at the time such Option is granted. (b) Termination of Directorship and Death. For purposes of Article III, a Non-Employee Director's directorship shall be deemed to have terminated at the close of business on the day on which he ceases to be a member of the Board for any reason whatsoever (including his death). If a Non-Employee Director's directorship is terminated for any reason whatsoever (including his death), each Option granted to him under Article III and all of his rights thereunder shall wholly and completely terminate: (i) At the time the Non-Employee Director's directorship is terminated if his directorship is terminated as a result of his removal from the Board for Cause; or (ii) At the expiration of a period of one year after the Non-Employee Director's death (but in no event later than the Option Expiration Date) if the Non-Employee Director's directorship is terminated following the date of grant by reason of his death. To the extent exercisable at death, an Option granted under Article III may be exercised by the Non-Employee Director's estate or by the person or persons who acquire the right to exercise his Option by bequest or inheritance with respect to any or all of the shares remaining subject to his Option at the time of his death; or (iii) At the expiration of a period of one year after the Non-Employee Director's directorship is terminated if such person's directorship is terminated as a result of such person's resignation or removal from the Board because of Disability or in accordance with the provisions of the Company's Bylaws regarding automatic termination of directors' terms of office (but in no event later than the Option Expiration Date); or (iv) At the expiration of a period of three months after the Non-Employee Director's directorship is terminated (but in no event later than the Option Expiration Date) if the Non-Employee Director's directorship is terminated for any reason other than the reasons specified in Section 3.4(b)(i), Section 3.4(b)(ii) and Section 3.4(b)(iii). (c) Manner of Exercise. In order to exercise an Option granted under Article III, the person or persons entitled to exercise it shall deliver to the Company payment in full for the shares being purchased. The payment of the exercise price for each Option granted under Article III shall either be in (i) in cash or by check payable and acceptable to the Company, or (ii) with the consent of the Compensation Committee, by tendering to the Company shares of Common Stock owned by the person for more than six months having an aggregate FMV Per Share as of the date of exercise and tender that is not greater than the full exercise price for the shares with respect to which the Option is being exercised and by paying any remaining amount of the exercise price as provided in (i) above. In the event that the person elects to make payment as allowed under clause (ii) above, the Company may, upon confirming that the person owns the number of additional shares being tendered, authorize the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Option less the number of shares being tendered upon the exercise and return to the person (or not require surrender of) the certificate for the shares being tendered upon the exercise. If the Company so requires, such person or persons shall also deliver a written representation that all shares being purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of such shares. (d) Options Not Transferable. Except as provided below, no Option granted under Article III shall be transferable otherwise than by will or by the laws of descent and distribution and, during the lifetime of the Non-Employee Director to whom any such Option is granted, it shall be exercisable only by such Non-Employee Director. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of, or to subject to execution, attachment or similar process, any Option granted under Article III, or any right thereunder, contrary to the provisions hereof, shall be void and ineffective and shall give no right to the purported transferee. To the extent provided by the Compensation Committee with respect to a specific Option, the Non-Employee Director may transfer, for estate planning purposes, all or part of such Option to immediate family members or related family trusts or partnerships or similar entities, on such terms and conditions as the Compensation Committee may impose. (e) Adjustment of Shares. The shares with respect to which Options may be granted pursuant to Article III are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise of an Option theretofore granted the optionee shall be entitled to purchase under such Option, in lieu of the number of class of shares of Common Stock as to which such Option shall then be exercisable, the number and class of shares of stock and securities to which the optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the optionee had been the holder of record of the number of shares of Common Stock as to which such Option is then exercisable. Any adjustment provided for in the preceding provisions of this Paragraph 3.4(e) shall be subject to any required stockholder action. (f) Listing and Registration of Shares. Each Option granted under Article III shall be subject to the requirement that if at any time the Company determines, in its discretion, that the listing, registration, or qualification of the shares subject to such Option under any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of shares thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained and the same shall have been free of any conditions not acceptable to the Company. 3.5 NO ACCELERATION OF VESTING. No Option granted hereunder shall vest upon a Change of Control or any other event unless specifically provided for to the contrary in the document or instrument evidencing an Option granted hereunder. 3.6 OTHER PROVISIONS. (a) The person or persons entitled to exercise, or who have exercised, an Option granted under Article III shall not be entitled to any rights as a stockholder of the Company with respect to any shares subject to such Option until he shall have become the holder of record of such shares. (b) No Option granted under Article III shall be construed as limiting any right which either the stockholders of the Company or the Board may have to remove at any time, with or without cause, any person to whom such Option has been granted from the Board. (c) Notwithstanding any provision of the Plan or the terms of any Option granted under Article III, the Company shall not be required to issue any shares hereunder if such issuance would, in the judgment of the Compensation Committee, constitute a violation of any state or federal law or of the rule or regulations of any governmental regulatory body. ARTICLE IV WITHHOLDING FOR TAXES Any issuance of Common Stock pursuant to the exercise of an Option or payment of any other Option under the Plan shall not be made until appropriate arrangements satisfactory to the Company have been made for the payment of any tax amounts (federal, state, local or other) that may be required to be withheld or paid by the Company with respect thereto. Such arrangements may, at the discretion of the Compensation Committee, include allowing the person to tender to the Company shares of Common Stock owned by the person, or to request the Company to withhold shares of Common Stock being acquired pursuant to the Option, whether through the exercise of an Option or as a distribution pursuant to the Option, which have an aggregate FMV Per Share as of the date of such withholding that is not greater than the sum of all tax amounts to be withheld with respect thereto, together with payment of any remaining portion of such tax amounts in cash or by check payable and acceptable to the Company. Notwithstanding the foregoing, if on the date of an event giving rise to a tax withholding obligation on the part of the Company the person is an officer or individual subject to Rule 16b-3, such person may direct that such tax withholding be effectuated by the Company withholding the necessary number of shares of Common Stock (at the tax rate required by the Code) from such Option payment or exercise. ARTICLE V MISCELLANEOUS 5.1 NO RIGHTS TO OPTIONS. No Participant or other Person shall have any claim to be granted any Option, there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Options and the terms and conditions of Options need not be the same with respect to each recipient. 5.2 NO RIGHT TO EMPLOYMENT. The grant of an Option shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or any Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Option Agreement. 5.3 GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal law and the laws of the State of Florida, without regard to any principles of conflicts of law. 5.4 SEVERABILITY. If any provision of the Plan or any Option is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Compensation Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Compensation Committee, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, Person or Option and the remainder of the Plan and any such Option shall remain in full force and effect. 5.5 OTHER LAWS. The Compensation Committee may refuse to issue or transfer any shares or other consideration under an Option if, acting in its sole discretion, it determines that the issuance of transfer or such shares or such other consideration might violate any applicable law. 5.6 SUBSTITUTE OPTIONS. Options may be granted from time to time in substitution for similar Options held by employees of other corporations who become Employees of the Company or its Affiliates as the result of a merger or consolidation of such employee's employing corporation with the Company or any Affiliate, or the acquisition by the Company or any Affiliate of the assets of such employee's employing corporation, or the acquisition by the Company or any Affiliate of the stock of such employee's employing corporation. The terms and conditions of substitute Options granted may vary from the terms and conditions set forth in the Plan to the extent the Compensation Committee deems it appropriate. 5.7 SHAREHOLDER AGREEMENTS. The Compensation Committee may condition the grant, exercise or payment of any Option upon such person entering into a stockholders' agreement in such form as approved from time to time by the Board. AK DRAFT- 11/25/03 REGISTRATION RIGHTS AGREEMENT BY AND AMONG REPTRON ELECTRONICS, INC. AND THE PERSONS LISTED ON THE SIGNATURE PAGES HEREOF Dated as of January ____, 2004 EXHIBIT D REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("this AGREEMENT"), dated as of January ___, 2004, by and among Reptron Electronics, Inc., a Florida corporation (the "COMPANY"), and the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined) who are parties to this Agreement, including any Additional Holders (as hereinafter defined) who subsequently become parties to this Agreement. RECITALS A. This Agreement is entered into pursuant to, and as authorized by, that certain Debtors' and Official Committee of Unsecured Creditors' Second Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of December ___, 2003 (the "PLAN"), which Plan was confirmed on January ___, 2004 by order of the United States Bankruptcy Court for the Southern District of Florida, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. B. The Reorganized Company will issue Common Stock (as hereinafter defined) subject to and on the terms and conditions set forth in the Plan, on the effective date of the Plan. AGREEMENTS In consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and affirmed, the parties hereto, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following capitalized terms (in their singular and plural forms, as applicable) have the following meanings: "Action" has the meaning assigned to such term in Section 7.3 hereof. "Additional Holders" means the Permitted Assignees of Registrable Securities who, from time to time, acquire Registrable Securities and own Registrable Securities at the relevant time, agree to bound by the terms hereof and become Holders for purposes of this Agreement. "Adverse Effect" has the meaning assigned to such term in Section 2.5 hereof. "Affiliate" of a Person means any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such other Person. For purposes of this definition, the term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" has the meaning assigned to such term in the introductory paragraph to this Agreement. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close. "Commission" means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers. "Common Stock" has the meaning assigned to such term in the Recitals hereto. "Company" has the meaning assigned to such term in the introductory paragraph to this Agreement. "Company Indemnified Person" has the meaning assigned to such term in Section 7.2 hereof. "Company Standstill Period" has the meaning assigned to such term in Section 5.1 hereof. "Demand Registration" has the meaning assigned to such term in Section 2.1 hereof. "Demand Request" has the meaning assigned to such term in Section 2.1 hereof. "Effective Date" means the Effective Date of (and as defined in) the Plan, as confirmed. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations of the Commission thereunder. "Holder" means any (i) Person who owns Registrable Securities at the relevant time and is a party to this Agreement, or (ii) Additional Holder. "Holder Shelf Offering" has the meaning assigned to such term in Section 4.2(b) hereof. "Indemnified Person" has the meaning assigned to such term in Section 7.1 hereof. "Indemnitee" has the meaning assigned to such term in Section 7.3 hereof. "Inspectors" has the meaning assigned to such term in Section 6.1(k) hereof. "Joining Holder" has the meaning assigned to such term in Section 2.2 hereof. "Loss" and "Losses" have the meanings assigned to such terms in Section 7.1 hereof. 2 "Majority Participating Holders" means, with respect to any registration of Registrable Securities under this Agreement, the Holder or Holders at the relevant time of at least a majority of the Registrable Securities to be included in the registration statement in question. "Material Disclosure Event" means, as of any date of determination, any pending or imminent event relating to the Company, which, in the good faith determination of the Board of Directors of the Company (i) upon the advice of counsel, requires disclosure of material, non-public information relating to such event in any registration statement so that such registration statement would not be materially misleading, (ii) upon the advice of counsel, is otherwise not required to be publicly disclosed at that time (e.g., on Forms 10-K, 8-K, or 10-Q) under applicable federal or state securities laws and (iii) if publicly disclosed at the time of such event, would have a material adverse effect on the business, financial condition or prospects of the Company or would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization, financing or similar transaction, or negotiations with respect thereto. "NASD" has the meaning assigned to such term in Section 6.1(n) hereof. "Participating Holder" means any Holder on whose behalf Registrable Securities are registered pursuant to Sections 2, 3 or 4 hereof. "Permitted Assignee" means any (i) Affiliate of any Holder, any partner or limited partner of any Holder or any stockholder of any Holder who, in any such case, acquires Registrable Securities (or securities exercisable or exchangeable for, or convertible into Registrable Securities) from such Holder or its Affiliates or (ii) any other Person who acquires at least 1,000 Registrable Securities from a Holder in a private transaction. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Plan" has the meaning assigned to such term in the Recitals to this Agreement. "Records" has the meaning assigned to such term in Section 6.1(k) hereof. The terms "register," "registered" and "registration" mean a registration effected by preparing and filing with the Commission a registration statement on an appropriate form in compliance with the Securities Act, and the declaration or order of the Commission of the effectiveness of such registration statement under the Securities Act. "Registrable Securities" means the (i) shares of Common Stock distributed pursuant to the Plan (the "Registrable Common Securities"), (ii) shares of Common Stock issued or issuable to a Holder upon the exercise, conversion or exchange of any other security of the Company, or (iii) any securities issued or issuable with respect to any shares of Common Stock referred to in clauses (i) and (ii) above (x) upon any conversion or exchange thereof, (y) by way of stock dividend or other distribution, stock split or reverse stock split or (z) in connection with a combination of shares, recapitalization, merger, consolidation, exchange offer or other reorganization; provided, however, that as to any Registrable Securities, such securities shall 3 cease to constitute "Registrable Securities" for purposes of this Agreement if and when (w) a registration statement with respect to the sale of such securities shall have been declared effective by the Commission and such securities shall have been sold pursuant thereto in accordance with the intended plan and method of distribution therefor set forth in the final prospectus forming part of such registration statement or (x) such securities are no longer outstanding or (y) such securities are publicly distributed in accordance with the provisions of Rule 144 or (z) such securities may be distributed to the public free from any restrictions imposed by Rule 144 and without the requirement of the filing of a registration statement covering such securities. For purposes of this Agreement, the number of shares of Registrable Securities outstanding at any time shall be determined by adding (i) the number of shares of Common Stock outstanding which are Registrable Securities and (ii) the maximum number of shares of Common Stock issuable to a Holder pursuant to the exercise, conversion or exchange of other securities of the Company. "Requesting Holder" has the meaning assigned to such term in Section 2.1 hereof. "Required Filing Date" has the meaning assigned to such term in Section 2.1 hereof. "Required Period" has the meaning assigned to such term in Section 4.2(a) hereof. "Rule 144" means Rule 144 (or any similar provision then in force) promulgated under the Securities Act. "Securities" means the Common Stock. "Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations of the Commission thereunder. "Shelf Filing Deadline" has the meaning assigned to such term in Section 4.1 hereof. "Shelf Registration Statement" has the meaning assigned to such term in Section 4.1 hereof. "Shelf Request" has the meaning assigned to such term in Section 4.1 hereof. "Suspension Notice" has the meaning assigned to such term in Section 5.2 hereof. "Suspension Period" has the meaning assigned to such term in Section 5.2 hereof. The words "include," "includes" and "including," when used in this Agreement, shall be deemed to be followed by the words "without limitation." 2. DEMAND REGISTRATION. 2.1 Request for Registration. Subject to the provisions contained in this Section 2.1, any time after the date hereof one or more Holders of at least 25% of the Registrable Securities then outstanding (each, a "REQUESTING HOLDER") may, from time to time, request in writing (a "DEMAND REQUEST") that the Company effect the registration under the Securities Act of a 4 specified number of Registrable Securities held by the Requesting Holders, specifying the intended method of distribution thereof if other than pursuant to an underwritten offering (a "DEMAND REGISTRATION"); provided, however, that the Company will in no event be required to effect more than three (3) Demand Registrations in total (including, for purposes of this proviso, any Shelf Request); provided further that the Company will in no event be required to effect more than one (1) Demand Registration in any 12-month period; provided further that the Company will not be obligated to take any action to effect any Demand Registration within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to benefit plan). The Company shall cooperate with the Holders in order to facilitate communications among such Holders solely for the purpose of obtaining the consent of a sufficient number of Holders to request a Demand Registration pursuant to the first sentence of this Section 2.1, including by providing a list of securityholders of the Company with their respective ownership of Registrable Securities and contact information, which shall be used solely for purposes of this Agreement. Upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission as promptly as reasonably practicable but in any event not later than ninety (90) days after receiving a Demand Request (the "REQUIRED FILING DATE"), such Registrable Securities as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such request pursuant to Section 2.2 hereof. The Company shall use its best efforts to cause any such registration statement to be declared effective by the Commission as promptly as practicable after such filing but in any event not later than 120 days following the date of the Demand Request. 2.2 Joining Holders. If at any time the Company proposes to register Registrable Securities for the account of the Requesting Holders pursuant to Section 2.1 hereof, then (i) the Company shall give, or cause to be given, written notice of such proposed filing to all the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date). Upon the written request of any Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company (each such Holder, a "JOINING HOLDER"), to register, on the same terms and conditions as the securities otherwise being sold pursuant to such Demand Registration, any of its Registrable Securities of the same class as the securities otherwise being sold pursuant to such Demand Registration, the Company will use its best efforts to cause such Registrable Securities to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as any securities of the same class included therein. 2.3 Effective Registration. A registration will not count as a Demand Registration unless the related registration statement has been declared effective and has remained effective until such time as all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 after such registration statement becomes effective); it being understood that if, after it has become effective, an offering of Registrable Securities pursuant to a registration statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, such registration pursuant thereto will be 5 deemed not to have been effected and will not count as a Demand Registration. for purposes of Section 2.1 hereof. 2.4 Selection of Underwriters. With respect to any offering of Registrable Securities pursuant to a Demand Registration in the form of an underwritten offering, the Company shall select an investment banking firm of national standing to be the managing underwriter for the offering, which firm shall be reasonably acceptable to the Majority Participating Holders. 2.5 Priority on Demand Registrations. With respect to any offering of Registrable Securities pursuant to a Demand Registration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration unless the managing underwriter advises the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price or success of the offering (an "ADVERSE EFFECT"). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing that the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration bears to the total number of Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided that if, as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Securities of the class that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration, and (b) such withdrawal or reduction shall be irrevocable. 3. PIGGYBACK REGISTRATIONS. 3.1 Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for the Company's own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then (i) the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 20 days before the anticipated filing date), describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of 6 any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering. 3.2 Priority on Piggyback Registrations. (a) If the Registrable Securities requested to be included in a registration statement by any Holder pursuant to Section 3.1 hereof differ from the type of securities proposed to be registered by the Company and the managing underwriter for the related underwritten offering advises the Company in writing that due to such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in writing of such advice, then (i) the number of such Holder's or Holders' Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement; provided , however, that no other securities that are the same as, or similar to, the Registrable Securities that had been requested to be included in a registration statement by any Holder pursuant to Section 3.1 hereof are included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such registration statement bears to the total number of Registrable Securities that all Holders requested to be included in such registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 hereof are of the same type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to only include in such registration statement that number of Registrable Securities which, in the judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Securities to be included in a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be 7 included in such registration statement bears to the total number of Registrable Securities that all Holders requested to be included in such registration statement. (b) Notwithstanding the foregoing, if after a Demand Request by the Holders pursuant to Section 2.1 hereof, the Company first initiates a proposal to register securities for its own account pursuant to this Article 3, then the Demand Registration requested pursuant to Section 2.1 hereof shall be given priority. 3.3 Withdrawals. Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Article 3 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable. 3.4 Underwritten Offerings. (a) In connection with the exercise of any registration rights granted to Holders pursuant to this Article 3, if the registration is to be effected by means of an underwritten offering, the Company may condition participation in such registration by such Holders upon inclusion of the Registrable Securities being so registered in such underwriting. In addition, such Holders may request that such Registrable Securities be included in any underwritten offering of Common Stock (whether or not on a firm commitment basis). (b) With respect to any offering of Registrable Securities pursuant to this Article 3 in the form of an underwritten offering, the Company shall select an investment banking firm of national standing to be the managing underwriter for the offering. 4. SHELF REGISTRATION. 4.1 Shelf Request. One or more Holders of at least 25% of the Registrable Securities then outstanding may at any time and from time to time (but in no event more than twice in any twelve-month period) request in writing (a "SHELF REQUEST") that the Company file a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT") relating to Registrable Securities, beginning on the date on which the Company is a registrant entitled to use Form S-3 of the Commission or any successor form thereto, to register the Registrable Securities. Any such Shelf Request will specify the intended method of distribution of the subject Registrable Securities. Upon receipt of such a request, the Company will, as promptly as reasonably practicable, but in any event not later than 45 days after such request (the "SHELF FILING DEADLINE"), file such Shelf Registration Statement on Form S-3 or any successor form thereto. The Company shall use all reasonable efforts to cause such registration statement to be declared effective by the Commission as promptly as practicable after such filing but in any event not later than 90 days following the date of the Shelf Request. The second sentence of Section 2.1 hereof and the entire Section 2.2 hereof shall apply to any Shelf Request as if such a Shelf Request were a Demand Request. 4.2 Required Period and Shelf Registration Procedures. 8 (a) The Company shall (i) cause the Shelf Registration Statement to include a resale prospectus intended to permit each Holder to sell, at such Holder's election, all or part of the Registrable Securities held by such Holder without restriction and (ii) use its best efforts to prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective (subject to any Suspension Period(s) referred to below) for a period (the "REQUIRED PERIOD") ending at such time as all of such Registrable Securities covered by the Shelf Registration Statement have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than two (2) years after such registration statement becomes effective, plus the aggregate number of days in all applicable Suspension Periods), and (iii) use its best efforts to cause the resale prospectus to be supplemented by any required prospectus supplement; provided, that a registration pursuant to this Article 4 shall not be deemed to have been effected unless it has been declared effective by the Commission and has remained effective for the Required Period, it being understood that if, after it has become effective, an offering of Registrable Securities pursuant to a Shelf Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, such registration pursuant thereto will be deemed not to have been effected. (b) During the period of effectiveness of the Shelf Registration Statement, any Participating Holder shall be entitled to sell all or part of the Registrable Securities registered on behalf of such Participating Holder pursuant to the Shelf Registration Statement ("HOLDER SHELF OFFERING"). (c) No Holder Shelf Offering will be in the form of an underwritten offering (whether on a firm commitment basis or otherwise). 5. STANDSTILL AND SUSPENSION PERIODS. 5.1 Company Standstill Period. In the event of an underwritten public offering of Registrable Securities on a firm commitment basis pursuant to Section 2.1 hereof, except for distributions of Common Stock pursuant to the Plan, the Company agrees not to, without the prior written consent of the managing underwriter, effect any public sale or distribution of any securities (except securities that may be held by the Company for its own account under the relevant registration statement) that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or registrations on Form S-8 or any successor form relating solely to securities offered pursuant to any benefit plan), during the period commencing 15 days prior to the effective date of the registration statement relating to such Registrable Securities (to the extent timely notified in writing by the Majority Participating Holders or the managing underwriter of such distribution) and ending on the first to occur of (A) the 120th day after such effective date and (B) the end of the public distribution of such Registrable Securities (the "COMPANY STANDSTILL PERIOD"). 9 5.2 Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration or Shelf Registration rights of the Holder and/or require the Holders to suspend use of any resale prospectus included in the Shelf Registration Statement for any period of time determined by the Company if there shall occur a Material Disclosure Event (such period, a "SUSPENSION PERIOD"). Notwithstanding the foregoing, no Suspension Period shall exceed 45 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice in any 12-month period; provided, however, that if the Company deems it necessary to file a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4.1 hereof as a result of any Shelf Request or other information provided by a Holder for inclusion in the prospectus included in the Shelf Registration Statement, then such period of time from the date of filing such post-effective amendment until the date on which the Shelf Registration Statement is declared effective by the Commission shall not be treated as a Suspension Period. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a "SUSPENSION NOTICE"), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder's receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after such time as the related Material Disclosure Event no longer exists, take any and all actions necessary or desirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, including the Holders' Demand Registration rights and rights with respect to any Shelf Registration Statement. 5.3 Holder Standstill Period. Each Holder agrees not to, upon the prior written request of the managing underwriter for any underwritten offering solely for the account of the Company (and for the account of no other person or entity, other than a Holder or Permitted Assignee who is disposing of Registrable Securities in accordance with this Agreement) (i) securities of the Company that are the same as, or similar to, the Registrable Securities, or (ii) any securities convertible into, or exchangeable or exercisable for, securities of the Company that are the same as, or similar to, the Registrable Securities, effect any disposition (except for dispositions included in, or pursuant to, such an underwritten offering), pursuant to any Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, of any Registrable Securities or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the period commencing 15 days prior to the effective date of any registration statement relating to such securities of the Company (to the extent timely notified in writing (prior to such Holder giving any Demand Request) by the Company or the managing underwriter) and ending on the first to occur of (A) the 90th day after such effective date and (B) the end of the public distribution of such securities of the Company. Notwithstanding anything to the contrary expressed or implied herein, no Holder shall be bound by the aforesaid standstill provisions 10 unless and until the Company shall have caused each director, officer and other holder of 5% or more of its equity securities (other than any Holder) to agree in writing to be bound by the same standstill obligations as are set forth in this Section 5.3. 6. REGISTRATION PROCEDURES. 6.1 Company Obligations. Whenever the Company is required pursuant to this Agreement to register Registrable Securities, it will (it being understood and agreed that except as otherwise expressly set forth in this Article 6, if (i) pursuant to any other provisions of this Agreement, the Company is held to a higher standard or standards than that or those provided for in this Article 6, such higher standard or standards will govern the conduct of the Company and (ii) any other provision of this Agreement is more favorable to the Holders than the provisions of this Article 6, such other provision shall apply): (a) provide the Participating Holders with a reasonable opportunity to review, and comment on, any registration statement to be prepared and filed pursuant to this Agreement prior to the filing thereof with the Commission, and make all changes thereto as any Participating Holder may request in writing to the extent such changes are required, in the reasonable judgment of the Company's counsel, by the Securities Act; (b) cause any such registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) furnish, at its expense, to the Participating Holders such number of conformed copies of such registration statement and of each such amendment thereto (in each case including all exhibits thereto, except that the Company shall not be obligated to furnish to any such Participating Holder more than two (2) copies of such exhibits other than incorporated documents), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and each supplement thereto), and such number of the documents, if any, incorporated by reference in such registration statement or prospectus, as the Participating Holders reasonably may request; (d) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such securities or "blue sky" laws of the states of the United States as the Participating Holders reasonably shall request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to do any and all other acts and things that may be necessary or advisable to enable the Participating Holders to consummate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement, except that the Company shall not, for any such purpose, be required to qualify generally to do business as a foreign corporation in any jurisdiction in which it is not obligated to be so qualified, or to subject itself to material taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; and use its best 11 efforts to obtain all other approvals, consents, exemptions or authorizations from such securities regulatory authorities or governmental agencies as may be necessary to enable such Participating Holders to consummate the disposition of such Registrable Securities; (e) immediately notify the Participating Holders, at any time when a prospectus or prospectus supplement relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the occurrence of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which untrue statement or omission requires amendment of the registration statement or supplementing of the prospectus, and, at the request of the Participating Holders, prepare and furnish, at its expense, to the Participating Holders a reasonable number of copies of a supplement to such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to Registrable Securities registered pursuant to such registration statement, each Holder agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company's notice that the Company is preparing and filing with the Commission a supplement to or an amendment of such prospectus or registration statement; (f) use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to holders of its securities, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (g) provide, and cause to be maintained, a transfer agent and registrar for the Registrable Securities covered by such registration statement (which transfer agent and registrar shall, at the Company's option, be the Company's existing transfer agent and registrar) from and after a date not later than the effective date of such registration statement; it being hereby agreed that the Holders shall furnish to the Company such information regarding the Holders and the plan and method of distribution of Registrable Securities intended by the Holders as the Company may, from time to time, reasonably request in writing and as shall be required by law or by the Commission in connection therewith; (h) notify the Participating Holders and the managing underwriter, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a registration statement, prospectus, prospectus supplement or post-effective amendment related to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such registration statement or related prospectus, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness 12 of such registration statement or the initiation of any proceedings for that purpose and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (i) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment; (j) in the event of an underwritten public offering of Registrable Securities pursuant to Section 2.1 hereof, enter into customary agreements (including underwriting agreements in customary form, which may include, in the case of an underwritten offering on a firm commitment basis, "lock-up" obligations substantially similar to Section 5.1 hereof) and take such other actions (including using its reasonable efforts to make such road show presentations and otherwise engaging in such reasonable marketing support in connection with any such underwritten offering, including the obligation to make its executive officers available for such purpose if so requested by the managing underwriter for such offering) as are reasonably requested by the managing underwriter in order to expedite or facilitate the sale of such Registrable Securities; (k) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration, and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter (collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and any of its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration, provided, however, that (i) in connection with any such inspection, any such Inspectors shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by the Company of its business and shall comply with all Company site safety rules, (ii) Records and information obtained hereunder shall be used by such Inspectors only to exercise their due diligence responsibility and (iii) Records or information furnished or made available hereunder shall be kept confidential and shall not be disclosed by such Participating Holder, underwriter or Inspectors unless (A) the disclosing party advises the other party that the disclosure of such Records or information is necessary to avoid or correct a misstatement or omission in a registration statement or is otherwise required by law, (B) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or (C) such Records or information otherwise become generally available to the public other than through disclosure by such Participating Holder, underwriter or Inspector in breach hereof or by any Person in breach of any other confidentiality arrangement; (l) use all reasonable efforts to furnish to each Participating Holder and to the managing underwriter, if any, a signed counterpart, addressed to the managing underwriter, if any, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants pursuant to Statement on Auditing 13 Standards No. 72, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter, if any, reasonably requests. (m) in connection with any registration hereunder, provide officers' certificates and other customary closing documents; (n) cooperate with each seller of Registrable Securities Participating Holder and each any underwriter in the disposition of such Registrable Securities and cooperate with underwriters' counsel, if any, in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD"); and (o) with respect to an underwritten offering of Registrable Common Securities, use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. 6.2 Holder Obligations. Each Holder agrees: (a) that information obtained by it or by its Inspectors shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such information is made generally available to the public; (b) to use all reasonable efforts, prior to making any disclosure allowed by Section 6.1(k)(iii)(A) or (B) hereof, to inform the Company that such disclosure is necessary to avoid or correct a misstatement or omission in the registration statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (c) in the case of an underwritten offering of Registrable Securities pursuant to this Agreement, if requested by the managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by each Holder and such other terms and provisions as are customarily contained in such underwriting agreements, including customary indemnity and contribution provisions and "lock-up" obligations substantially similar to Section 5.3 hereof; and (d) if such Holder is a Participating Holder, to furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder and the sale or other transfer thereof proposed by such Holder as the Company may request in writing and as shall be reasonably required in connection with the Registration. 7. INDEMNIFICATION. 7.1 Indemnification by the Company. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless (i) each Holder and its Affiliates, (ii) any selling agent selected by the Holders with respect to such Registrable Securities, and (ii) each Person who controls any Holder or such Affiliate, or selling agent, including directors and officers thereof (each such 14 Person being sometimes referred to as an "INDEMNIFIED PERSON"), within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, expenses or liabilities, joint or several (each a "LOSS" and collectively "LOSSES"), to which such Indemnified Person may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any registration statement in which such Registrable Securities were included for registration under the Securities Act, or any preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such registration statement or prospectus) or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall have no obligation to provide any indemnification hereunder (i) to the extent that any such Losses (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by the Holder, or on the Holder's behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such Loss in any case in which such delivery is required by the Securities Act. The indemnity provided in this Section 7.1 shall survive the transfer of the Registrable Securities by the Holder or any such other Persons. 7.2 Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (each such person being sometimes referred to as a "COMPANY INDEMNIFIED PERSON"), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any registration statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such registration statement or prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon 15 and in conformity with written information furnished to the Company by such Holder, or on such Holder's behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that, a Holder's aggregate liability under this Agreement (including, without limitation, under this Section 7.2 and Section 7.4 hereof) shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount but before deducting expenses) received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration. 7.3 Notice of Claims, Etc. Promptly after receipt by any Person entitled to indemnity under Section 7.1 or 7.2 hereof (an "INDEMNITEE") of notice of the commencement of any action or proceeding (an "ACTION") involving a claim referred to in such Sections, such Indemnitee shall, if indemnification is sought against an indemnifying party, give written notice to such indemnifying party of the commencement of such Action; provided, however, that the failure of any Indemnitee to give said notice shall not relieve the indemnifying party of its obligations under Sections 7.1 or 7.2 hereof, except to the extent that the indemnifying party is actually prejudiced by such failure. In case an Action is brought against any Indemnitee, and such Indemnitee notifies the indemnifying party of the commencement thereof, each indemnifying party shall be entitled to participate therein and, to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of one counsel (or firm of counsel) for the Indemnitee shall be borne by the indemnifying party. Anything in this Section 7.3 to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any action effected without its prior written consent (which consent shall not unreasonably be withheld or delayed), but if settled with the prior written consent of the indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim), which (i) does not include as a term thereof the unconditional release of the Indemnitee from all liability in respect of such action or claim or (ii) includes a 16 statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnitee. 7.4 Contribution. If the indemnification provided for in this Article 7 is unavailable or insufficient to hold harmless an Indemnitee in respect of any Losses, then each indemnifying party shall, in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the Indemnitee, on the other hand, which relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnitee or indemnifying party, and such parties' relative intent, knowledge, access to information and opportunity to correct or mitigate the damage in respect of or prevent the untrue statement or omission giving rise to such indemnification obligation. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7.4 were determined solely by pro rata allocation or by any other method of allocation which did not take account of the equitable considerations referred to above. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. 7.5 Indemnification Payments; Other Remedies. (a) Periodic payments of amounts required to be paid pursuant to this Article 7 shall be made during the course of the investigation or defense, as and when reasonably itemized bills therefor are delivered to the indemnifying party in respect of any particular Loss as incurred. (b) The remedies provided in this Article 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to an Indemnitee at law or in equity. (c) The indemnification provided in this Article 7 shall be a continuing right to indemnification and shall survive the registration and sale of any Securities by any person or entity entitled to indemnification hereunder. 8. REGISTRATION EXPENSES. In connection with any offerings pursuant to a registration statement hereunder, the Company will pay (i) all registration and filing fees, (ii) all fees and expenses of compliance with state securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky" laws qualifications of the Registrable Securities), (iii) printing and duplicating expenses, (iv) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (v) fees and disbursements of counsel for the Company and fees and expenses of independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters or with any required special audits), (vi) the reasonable fees and expenses of any special experts 17 retained by the Company, (vii) fees and expenses in connection with any review of underwriting arrangements by the NASD, including fees and expenses of any "qualified independent underwriter" in connection with an underwritten offering, (viii) reasonable fees and expenses of not more than one counsel for the Participating Holders (as a group), (ix) fees and expenses in connection with listing the Registrable Common Securities on a securities exchange or the Nasdaq National Market, and (x) all duplicating, distribution and delivery expenses. In connection with any offerings pursuant to a registration statement, each Participating Holder will pay (i) any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities by such Participating Holder in connection with an underwritten offering; (ii) any out-of-pocket expenses of such Participating Holder including any fees and expenses of counsel to such Participating Holder (other than as set forth in clause (viii) of the immediately preceding sentence); and (iii) any applicable transfer taxes. Notwithstanding the foregoing, the Company shall not be required to pay any registration expenses set forth in the first sentence of this Article 8 for any Demand Registration or Shelf Registration pursuant to Section 4.1 hereof if the Demand Request or Shelf Request, as the case may be, is withdrawn at any time at the request of the Majority Participating Holders (in which case all Participating Holders shall bear such expenses), unless, in the case of a Demand Registration, the Holders of a majority of the Registrable Securities then outstanding agree to forfeit their right to one (1) Demand Registration pursuant to Section 2.1 hereof at the time of any such withdrawal, which forfeiture shall bind all Holders of Registrable Securities. 9. RULE 144. With a view to making available to the Holders the benefits of Rule 144 and any other similar rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company covenants that at any time that it has securities registered pursuant to Section 12 of the Exchange Act, it shall use its reasonable best efforts to file in a timely manner all reports required to be filed by it under the Exchange Act. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, upon such Holder's compliance with the applicable provisions of Rule 144, will take such reasonable action as may be required (including causing legal counsel to issue an appropriate opinion) to cause its transfer agent to effectuate any transfer of Registrable Securities properly requested by such Holder, in accordance with the terms and conditions of Rule 144. 10. MISCELLANEOUS. 10.1 Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed, if to any Holder, at the address of such Holder as set forth on the signature pages hereto; and if to the Company, at: 18 Reptron Electronics, Inc. 13700 Reptron Boulevard Tampa, FL 33626 Attention: Paul J. Plante President & Chief Operating Officer Telephone: 813-854-2351 Facsimile: 813-891-4007 With copies to: Andrews & Kurth, LLP 450 Lexington Avenue, 15th Floor New York, New York 10017 Attention: Paul N. Silverstein, Esq. Richard Baumfield, Esq. Telephone: (212) 850-2800 Facsimile: (212) 850-2929 or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. 10.2 Successors and Assigns. This Agreement may not be assigned by any Holder other than to a Permitted Assignee (provided such Permitted Assignee agrees in writing to be bound by the terms of this Agreement), whereupon such Permitted Assignee shall be deemed to be a Holder for all purposes of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and all successors to the Company and the Holders. 10.3 Amendments. This Agreement may be amended or modified only by a written agreement signed by the Company and Holders of a majority of the Registrable Securities then outstanding. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter which relates exclusively to the rights of Holders whose securities are being sold pursuant to a registration filed under Articles 2, 3 or 4 hereof and that does not, directly or indirectly, affect, impair, limit or compromise the rights of any other Holders may be given by those Holders of at least a majority of the Registrable Securities being sold pursuant to such registration statement; provided that the provisions of this sentence may not be amended or modified except in accordance with the first sentence of this Section 10.3. 10.4 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be 19 ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 10.5 Headings. The headings used in this Agreement are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement. 10.6 Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS WHICH MIGHT REQUIRE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth in Section 10.1 hereof, such service to become effective 10 days after such mailing. 10.7 Counterparts and Facsimile Execution. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. This Agreement may be executed by facsimile signatures. 10.8 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Company and the Holders in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter of this Agreement. 10.9 Further Assurances. Each of the parties hereto shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 10.10 Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to register shares of capital stock or other securities of the Company (whether by way of including such shares of capital stock or other securities in any registration filed under Articles 2, 3 or 4 of this Agreement or otherwise). [Remainder of page intentionally left blank.] 20 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed and delivered as of the date first above written. REPTRON ELECTRONICS, INC. By _____________________________ Name: Title: HOLDERS: __________________ By:_______________________________ Name: Title: __________________ By:_______________________________ Name: Title: Name of Holder: __________________ By:_______________________________ Name: Title: __________________ By:_______________________________ Name: Title: 21 PLAN EXHIBIT "E" LEASES AND CONTRACTS TO BE REJECTED 1. Employment Agreement between Reptron Electronics, Inc. and Paul Plante entered in 1998. 2. Employment Agreement between Reptron Electronics, Inc. and Robert Holland dated November 30, 2000 3. Employment Agreement between Reptron Electronics, Inc. and Patrick J. Flynn, dated March 18, 1999 4. Employment Agreement between Reptron Electronics, Inc. and Anthony Musto, dated December 5, 1997 5. Employment Agreement between Reptron Electronics, Inc. and Michael L. Musto. EXHIBIT E REPTRON ELECTRONICS, INC. SENIOR SECURED NOTES DUE 2008 INDENTURE DATED AS OF ________________, 2003 ___________________________________ ___________________, NATIONAL ASSOCIATION, AS TRUSTEE EXHIBIT F TABLE OF CONTENTS ARTICLE I Definitions and Incorporation by Reference 1.01. Definitions................................................................. 1 1.02. Other Definitions........................................................... 19 1.03. Incorporation by Reference of Trust Indenture Act........................... 20 1.04. Rules of Construction....................................................... 21 ARTICLE II The Notes 2.01. Amount of Notes............................................................. 21 2.02. Form and Dating............................................................. 21 2.03. Execution and Authentication................................................ 22 2.04. Registrar and Paying Agent, Depositary...................................... 22 2.05. Paying Agent to Hold Money in Trust......................................... 23 2.06. Holder Lists................................................................ 23 2.07. Transfer and Exchange....................................................... 24 2.08. Replacement Notes........................................................... 28 2.09. Outstanding Notes........................................................... 28 2.10. Temporary Notes............................................................. 29 2.11. Cancellation................................................................ 29 2.12. Payment of Interest; Defaulted Interest..................................... 29 2.13. CUSIP Numbers............................................................... 30 2.14. Computation of Interest..................................................... 30 ARTICLE III Redemption 3.01. Notices to Trustee.......................................................... 30 3.02. Selection of Notes To Be Redeemed........................................... 30 3.03. Notice of Redemption........................................................ 30 3.04. Effect of Notice of Redemption.............................................. 31 3.05. Deposit of Redemption Price................................................. 31 3.06. Notes Redeemed in Part...................................................... 32 ARTICLE IV Covenants 4.01. Payment of Notes............................................................ 32 4.02. Commission Reports.......................................................... 32 4.03. Limitation on Incurrence of Additional Indebtedness......................... 32
-i- 4.04. Limitation on Restricted Payments........................................... 35 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries.... 38 4.06. Limitation on Sales of Assets and Subsidiary Stock.......................... 39 4.07. Limitation on Transactions with Affiliates.................................. 42 4.08. Repurchase of Notes at the Option of the Holder Upon a Change of Control.... 43 4.09. Compliance Certificate...................................................... 44 4.10. Sale/Leaseback Transactions................................................. 45 4.11. Additional Note Guarantees and Liens........................................ 45 4.12. Limitation on Lines of Business............................................. 46 4.13. Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries................................................................ 47 4.14. Limitation on Liens......................................................... 47 4.15. Further Instruments and Acts................................................ 47 ARTICLE V Successor Company 5.01. When Company May Merge or Transfer Assets................................... 47 ARTICLE VI Events of Defaults and Remedies 6.01. Events of Default........................................................... 49 6.02. Acceleration................................................................ 50 6.03. Other Remedies.............................................................. 51 6.04. Waiver of Past Defaults..................................................... 51 6.05. Control by Majority......................................................... 51 6.06. Limitation on Suits......................................................... 52 6.07. Rights of Holders to Receive Payment........................................ 52 6.08. Collection Suit by Trustee.................................................. 52 6.09. Trustee May File Proofs of Claim............................................ 52 6.10. Priorities.................................................................. 53 6.11. Undertaking for Costs....................................................... 53 6.12. Waiver of Stay or Extension Laws............................................ 53 ARTICLE VII Trustee 7.01. Duties of Trustee........................................................... 53 7.02. Rights of Trustee........................................................... 55 7.03. Individual Rights of Trustee................................................ 55 7.04. Trustee's Disclaimer........................................................ 55 7.05. Notice of Defaults.......................................................... 55 7.06. Reports by Trustee to Holders............................................... 56 7.07. Compensation and Indemnity.................................................. 56
-ii- 7.08. Replacement of Trustee...................................................... 57 7.09. Successor Trustee by Merger................................................. 57 7.10. Eligibility; Disqualification............................................... 58 7.11. Preferential Collection of Claims Against the Company....................... 58 ARTICLE VIII Discharge of Indenture; Defeasance 8.01. Discharge of Liability on Notes; Defeasance................................. 58 8.02. Conditions to Defeasance.................................................... 59 8.03. Application of Trust Money.................................................. 60 8.04. Repayment to the Company.................................................... 60 8.05. Indemnity for Government Obligations........................................ 61 8.06. Reinstatement............................................................... 61 ARTICLE IX Amendments 9.01. Without Consent of Holders.................................................. 61 9.02. With Consent of Holders..................................................... 62 9.03. Compliance with Trust Indenture Act......................................... 63 9.04. Revocation and Effect of Consents and Waivers............................... 63 9.05. Notation on or Exchange of Notes............................................ 63 9.06. Trustee to Sign Amendments.................................................. 64 9.07. Payment for Consent......................................................... 64 ARTICLE X Collateral and Security 10.01. Security Documents.......................................................... 64 10.02. Recording and Opinions...................................................... 65 10.03. Release of Collateral....................................................... 65 10.04. Certificates and Opinions of Counsel........................................ 66 10.05. Certificates of the Trustee................................................. 67 10.06. Authorization of Actions to Be Taken by the Trustee Under the Security Documents................................................................... 67 10.07. Authorization of Receipt and Distribution of Funds by the Trustee Under the Security Documents...................................................... 67 10.08. Termination of Security Interest............................................ 67 10.09. Trustee Serving as Collateral Agent; Amendments or Supplements to, or Replacements of, the Security Documents..................................... 68 10.10. Designations................................................................ 68
-iii- ARTICLE XI Note Guarantees 11.01. Note Guarantees............................................................. 69 11.02. Limitation on Liability..................................................... 71 11.03. Releases of Note Guarantees................................................. 71 11.04. Successors and Assigns...................................................... 71 11.05. No Waiver................................................................... 71 11.06. Modification................................................................ 71 11.07. Execution of Supplemental Indenture for Future Guarantors................... 72 11.08. Non-Impairment.............................................................. 72 ARTICLE XII Miscellaneous 12.01. Trust Indenture Act Controls................................................ 72 12.02. Notices..................................................................... 72 12.03. Communication by Holders with Other Holders................................. 73 12.04. Certificate and Opinion as to Conditions Precedent.......................... 73 12.05. Statements Required in Certificate or Opinion............................... 73 12.06. When Notes Disregarded...................................................... 74 12.07. Rules by Trustee, Paying Agent and Registrar................................ 74 12.08. Legal Holidays.............................................................. 74 12.09. GOVERNING LAW............................................................... 74 12.10. No Recourse Against Others.................................................. 74 12.11. Successors.................................................................. 74 12.12. Multiple Originals.......................................................... 74 12.13. Table of Contents; Headings................................................. 74
Exhibit A - Form of Note Exhibit B - Form of Supplemental Indenture -iv- INDENTURE dated as of ____________________, 2003, among REPTRON ELECTRONICS, INC., a Florida corporation (the "Company"), [LIST SUBSIDIARIES], as guarantors (collectively, the "Guarantors"), and __________________________, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company's Senior Secured Notes due 2008 issued hereunder (the "Notes"). On the date hereof, $____,000,000 in aggregate principal amount of Notes will be initially issued. ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1.01. Definitions. "Acquired Debt" means, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, excluding Indebtedness Incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person in existence prior to such acquisition and not incurred in connection with, or in contemplation of, such acquisition. "Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of Section 4.07 only, "Affiliate" shall also mean any beneficial owner of shares representing more than 10% of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in the Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange. "Asset Disposition" means any sale, lease (other than an operating lease), transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary), (b) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary or (c) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary (other than, in the case of (a), (b) and (c) above, (i) a disposition by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, (ii) an issuance of Capital Stock by a Subsidiary to the Company or to a Restricted Subsidiary, (iii) for purposes of Section 4.06 only, a disposition that constitutes a Restricted Payment permitted by Section 4.04, (iv) a disposition of Temporary Cash Investments, the proceeds of which are used within five Business Days to make another Permitted Investment, (v) a disposition of obsolete, uneconomical, worn out or surplus property or equipment in the ordinary course of business and the periodic clearance of aged inventory, (vi) the sale or disposition of any assets or property received as a result of a foreclosure by the Company or any of its Restricted Subsidiaries of any secured Investment or any other transfer of title with respect to any secured Investment in default, and (vii) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice. Notwithstanding the foregoing, the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of Sections 4.08 and/or 5.01 and not by the provisions of Section 4.06. "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended or may be, at the option of the lessor, extended). "Average Life" means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the number of years obtained by dividing (a) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (b) the then outstanding sum of all such payments. "Bank Indebtedness" means any and all amounts payable under or in respect of the Credit Agreement and any Refinancing Indebtedness with respect thereto, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. It is understood and agreed that Refinancing Indebtedness in respect of the Credit Agreement may be Incurred from time to time after termination of the Credit Agreement. "Board of Directors" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of the Board of Directors of the Company. "Board Resolution" means a copy of a resolution certified by a secretary or assistant secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. -2- "Business Day" means each day which is not a Legal Holiday. "Capitalized Lease Obligations" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. "Capital Stock" of any Person means any and all shares, partnership, membership or other interests, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock (but excluding any debt securities convertible into such equity) and any rights to purchase, warrants, options or similar interests with respect to the foregoing. "Change of Control" means the occurrence of any of the following events: (a) [(i)] any "person" (as such term is used in Section 13(d)(3) of the Exchange Act)[, OTHER THAN ONE OR MORE PERMITTED HOLDERS,] becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 40% of the total voting power of the Voting Stock of the Company, whether as a result of issuance of securities of the Company, any merger, consolidation, liquidation or dissolution of the Company, [ANY DIRECT OR INDIRECT TRANSFER OF SECURITIES BY ANY PERMITTED HOLDER] or otherwise, [AND (ii) THE PERMITTED HOLDERS "BENEFICIALLY OWN" (AS DEFINED IN CLAUSE (i) ABOVE), DIRECTLY OR INDIRECTLY, IN THE AGGREGATE A LESSER PERCENTAGE OF THE TOTAL VOTING POWER OF THE VOTING STOCK OF THE COMPANY, THAN SUCH OTHER PERSON AND DO NOT HAVE THE RIGHT OR ABILITY BY VOTING POWER, CONTRACT OR OTHERWISE TO ELECT OR DESIGNATE FOR ELECTION A MAJORITY OF THE BOARD OF DIRECTORS]; (b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors or members of such governing body, as the case may be, whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors then in office; (c) the adoption of a plan relating to the liquidation or dissolution of the Company; or (d) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company to another Person [(OTHER THAN A PERSON THAT IS CONTROLLED BY THE PERMITTED HOLDERS)], and, in the case of any such merger or consolidation, the securities of the -3- Company that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of the Company are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving Person or transferee or a Person controlling such surviving Person or transferee that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person or transferee or a Person controlling such surviving Person or transferee. "Closing Date" means the date of this Indenture. "Code" means the Internal Revenue Code of 1986, as amended. "Collateral" means all property and assets of the Company or any Guarantor with respect to which from time to time a Lien is granted as security for the Notes or the Note Guarantees pursuant to the applicable Security Documents. "Collateral Agent" means the Trustee in its capacity as collateral agent under the Security Documents or any successor thereto, or any Person otherwise designated as the "Collateral Agent" pursuant thereto. "Commission" means the Securities and Exchange Commission. "Commodity Hedge Obligations" means with respect to any Person any commodity price protection agreement or other commodity price hedging arrangement or other similar agreement or arrangement as to which such Person is party. "Company" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities. "Consolidated Coverage Ratio" as of any date of determination means the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available prior to the date of such determination to (b) Consolidated Interest Expense for such four fiscal quarters; provided, however, that (i) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (in each case other than Indebtedness Incurred under any revolving credit facility, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period, (ii) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case, if such Indebtedness has -4- been permanently repaid and has not been replaced, other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness is permanently reduced, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary has not earned any interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness, (iii) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Disposition for such period or increased by an amount equal to EBITDA (if negative) directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale), (iv) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period and (v) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (iii) or (iv) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. Any such pro forma calculations shall reflect any pro forma expense and cost reductions attributable to such acquisitions, to the extent such expense and cost reduction would be permitted by the Commission to be reflected in pro forma financial statements included in a registration statement filed with the Commission. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable -5- to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months). "Consolidated Interest Expense" means, for any period, the total interest expense of the Company and its Consolidated Restricted Subsidiaries, plus, to the extent Incurred by the Company or its Restricted Subsidiaries in such period but not included in such interest expense, without duplication: (a) interest expense attributable to Capitalized Lease Obligations and the imputed interest with respect to Attributable Debt, (b) amortization of debt discount, (c) amortization of debt issuance costs, (d) capitalized interest, (e) noncash interest expense, (f) commissions, discounts and other fees and charges attributable to letters of credit and bankers' acceptance financing, (g) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by the Company or any Restricted Subsidiary, (h) net costs associated with Hedging Obligations (including amortization of fees), (i) dividends in respect of all Disqualified Stock of the Company and all Preferred Stock of any of the Restricted Subsidiaries of the Company, to the extent held by Persons other than the Company or another Restricted Subsidiary, (j) interest Incurred in connection with investments in discontinued operations, and (k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust. "Consolidated Net Income" means, for any period, the net income of the Company and its Consolidated Subsidiaries for such period determined in accordance with GAAP; provided, however, that: (a) any net income of any Person (other than the Company), if such Person is not a Restricted Subsidiary, shall be excluded from such Consolidated Net Income, except that (i) subject to the limitations contained in clause (c) below, the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted Subsidiary, to the limitations contained in clause (b) below) and (ii) the Company's equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income; (b) any net income (or loss) of any Restricted Subsidiary, to the extent that the declaration of dividends or similar distributions by such Restricted Subsidiary of that income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or is, directly or indirectly, restricted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or its stockholders or other holders of its equity, shall be excluded from such Consolidated Net Income, except that (i) subject to the limitations contained in clause (d) below, the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to another Restricted Subsidiary, to the limitation contained -6- in this clause) and (ii) the Company's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income; (c) any gain (or loss) realized upon the sale or other disposition of any asset of the Company or its Consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded from such Consolidated Net Income (without regard to abandonments or reserves related thereto); (d) any extraordinary gain or loss shall be excluded from such Consolidated Net Income; (e) the cumulative effect of a change in accounting principles shall be excluded from such Consolidated Net Income; and (f) gains or losses due solely to fluctuations in currency values and the related tax effects according to GAAP shall be excluded from such Consolidated Net Income. "Consolidation" means the consolidation of the amounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP consistently applied; provided, however, that "Consolidation" shall not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary shall be accounted for as an investment. The term "Consolidated" has a correlative meaning. "Credit Agreement" means the Loan and Security Agreement dated as of October 10, 2002, as amended and restated as of _________, 2003, and as subsequently amended, among the Company, the lenders named therein and Congress Financial Corporation, as agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof (except to the extent that any such amendment, supplement, modification, extension, renewal, restatement or refunding would be prohibited by the terms of this Indenture, unless otherwise agreed to by the Holders of at least a majority in aggregate principal amount of Notes at the time outstanding) and any Credit Facilities with banks that Refinance all or any part of the loans, other Credit Facilities or commitments thereunder, including any such Refinancing facility that increases the amount borrowable thereunder or alters the maturity thereof, provided that the maximum aggregate principal amount under the Credit Agreement shall not exceed $60.0 million less any amounts repaid under the Credit Agreement under clause (w) of Section 4.06(a). "Credit Facilities" means one or more debt facilities (including the Credit Agreement) or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, or any debt securities or other form of debt financing (including convertible or exchangeable debt -7- instruments), in each case, as amended, supplemented, modified, extended, renewed, restated or refunded in whole or in part from time to time. "Currency Agreement" means with respect to any Person any foreign exchange contract, currency swap agreements or other similar agreement or arrangement to which such Person is a party. "Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Definitive Notes" means one or more certificated Notes registered in the name of the Holder thereof and issued in accordance with Section 2.07 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto. "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture. "Discharge of First Lien Obligations" means payment in full in cash of the principal of and interest and premium, if any, on all Indebtedness outstanding under the First-Lien Credit Facilities, in each case after or concurrently with termination of all commitments to extend credit thereunder, and payment in full of any other monetary obligations that are due and payable or otherwise accrued and owing under such First-Lien Credit Facility at or prior to the time such principal, interest and premium, if any, are paid. "Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is convertible or exchangeable for Indebtedness or Disqualified Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part, in the case of clauses (a), (b) and (c) on or prior to 90 days after the Stated Maturity of the Notes; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to the Stated Maturity of the Notes shall be deemed Disqualified Stock; provided further, however, that (i) any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to 90 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of Sections 4.06 and 4.08, (ii) a class of Capital Stock shall not be Disqualified Stock hereunder solely as a result of any maturity or redemption that is conditioned upon, and subject -8- to, compliance with the Section 4.04 and (iii) Capital Stock issued to any plan for the benefit of employees shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations. "Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. "EBITDA" for any period means the Consolidated Net Income for such period, plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income: (a) provision for taxes based on income or profits of the Company and its Consolidated Restricted Subsidiaries, (b) Consolidated Interest Expense, (c) depreciation expense of the Company and its Consolidated Restricted Subsidiaries, and (d) amortization expense (including amortization of goodwill and other intangibles) of the Company and its Consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period). Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and noncash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended or similarly distributed to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained) or is not, directly or indirectly, restricted by operation of the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders or other holders of its equity. "Exchange Act" means the Securities Exchange Act of 1934. "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. For all purposes of this Indenture, Fair Market Value will be determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a resolution of the Board of Directors. "First-Lien Credit Facilities" means (a) the Credit Facilities provided pursuant to the Credit Agreement and (b) the Other First-Lien Debt. "Foreign Subsidiary" means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any State thereof or the District of Columbia. "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in (a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) statements and pronouncements of the Financial Accounting Standards Board, (c) such other statements by such other entities as approved by a significant segment of the -9- accounting profession and (d) the rules and regulations of the Commission governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the Commission. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP. "Gaylord Mortgage" means [NEED TO SEE DOCUMENTS]. "Global Note" means the permanent global Note substantially in the form of Exhibit A hereto that bears the Global Note Legend and that has the "Schedule of Exchanges of Interests in the Global Note" attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary or its nominee. "Global Note Legend" means the legend set forth in Section 2.07(f), which is required to be placed on the Global Note issued under this Indenture. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guarantor" means any Subsidiary that has issued a Note Guarantee. "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement. "Hibbing Mortgage" means [NEED TO SEE DOCUMENTS]. "Hibbing Purchase Money Loans" means [NEED TO SEE DOCUMENTS]. "Holder" means the Person in whose name a Note is registered on the Registrar's books. "Incur" means, with respect to any Indebtedness or other obligation of any Person, to issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing immediately after the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. The accretion of principal of -10- a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness. "Indebtedness" means, with respect to any Person on any date of determination, without duplication, the following items if and to the extent that any of them (other than items specified under clauses (c), (f), (i) and (j) below) would appear as a liability or, in the case of clause (g) only, Preferred Stock on the balance sheet of such Person, prepared in accordance with GAAP, on such date: (a) the principal amount of and premium (if any) in respect of indebtedness of such Person for borrowed money; (b) the principal amount of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto but excluding obligations in respect of letters of credit issued in respect of Trade Payables); (d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables), which purchase price is due more than twelve months after the date of placing such property in service or taking delivery and title thereto or the completion of such services; (e) all Capitalized Lease Obligations of such Person; (f) all Attributable Debt of such Person; (g) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends); (h) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Persons; (i) Hedging Obligations of such Person; and (j) all obligations of the type referred to in clauses (a) through (i) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum -11- liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations described above, at such date; provided, however, that the amount outstanding at any time of any Indebtedness issued with original issue discount will be deemed to be the face amount of such Indebtedness less the remaining unaccreted portion of the original issue discount of such Indebtedness at such time, as determined in accordance with GAAP. "Indenture" means this Indenture as amended or supplemented from time to time. "Indenture Documents" means (a) this Indenture, the Notes and the Security Documents and (b) any other related document or instrument executed and delivered pursuant to any Indenture Document described in clause (a) of this definition evidencing or governing Obligations. "Intercreditor Agreement" means (a) the Intercreditor Agreement dated as of ____________, 2003, among the Company, Congress Financial Corporation, as credit agent, and _____________________, National Association, as trustee under this Indenture, as amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, and (b) any substantially identical agreement hereafter entered into that is not inconsistent with this Indenture. "Interest Rate Agreement" means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party. "Investment" in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extension of credit (including by way of Guarantee or similar arrangement but excluding commission, travel and similar advances to officers, consultants and employees made in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. For purposes of the definition of "Unrestricted Subsidiary" and Section 4.04, (a) "Investment" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the Company's "Investment" in such Subsidiary at the time of such redesignation less (ii) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and (b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). -12- "Mortgaged Property" means (a) initially, the parcels of real property located at [LIST TAMPA, GAYLORD AND HIBBING ADDRESSES] and the improvements thereto owned by the Company, and (b) includes each other parcel of real property and the improvements thereto with respect to which a Mortgage is granted pursuant to Section 4.11. "Mortgages" means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations. "Net Available Cash" from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other noncash form) therefrom, in each case net of (a) all direct costs relating to such Asset Disposition, including all legal, title, accounting and investment banking fees, and recording tax expenses, sales and other commissions and other fees and relocation expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, (b) all payments made on any Indebtedness that (i) is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or (ii) must, by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, (c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition and (d) appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition. "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. "Note Guarantee" means each Guarantee of the obligations with respect to the Notes issued by a Subsidiary of the Company pursuant to the terms of this Indenture. "Notes" means the Notes issued under this Indenture. "Obligations" means all obligations of the Company and the Guarantors under the Indenture, the Notes and the other Indenture Documents, including obligations to the Trustee and the Collateral Agent whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Company and the Guarantors under the Indenture, the Notes and the other Indenture Documents, whether for fees, expenses, indemnification or otherwise. -13- "Officer" means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company. "Officers' Certificate" means a certificate signed by two Officers of each Person issuing such certificate. "Opinion of Counsel" means a written opinion (subject to customary assumptions and exclusions) from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, a Guarantor or the Trustee. "Other First-Lien Debt" means (a) the Tampa Mortgage, (b) the Gaylord Mortgage, (c) the Hibbing Mortgage, (d) the Transamerica Loan, (e) the Hibbing Purchase Money Loans, and (f) any other Credit Facilities which, together with the Indebtedness in clauses (a) through (e) above, (i) do not exceed (x) $10.0 million less (y) any amounts repaid under the Other First-Lien Debt under clause (w) of Section 4.06(a) in aggregate principal amount, (ii) are designated by the Company as "First-Lien Credit Facilities" for the purposes of this Indenture, and (iii) are secured by a Permitted Lien described in clause (a) of the definition thereof. "Participant" means, with respect to the Depositary, a Person who has an account with the Depositary. "Permitted Business" means any business engaged in by the Company or any Restricted Subsidiary on the Closing Date and any Related Business. ["PERMITTED HOLDERS" MEANS ___________ AND ITS AFFILIATES.] "Permitted Investment" means an Investment by the Company or any Restricted Subsidiary (a) in the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Permitted Business; (b) in another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person's primary business is a Permitted Business; (c) in Temporary Cash Investments; (d) in receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; (e) in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (f) in loans or advances to employees made in the ordinary course of business permitted by law and consistent with prudent business practice and not exceeding [$1.0] million in the aggregate outstanding at any one time; (g) in stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments; (h) in any Person to the extent such Investment represents the noncash portion of the consideration received for an Asset Disposition that was made pursuant to and in compliance with Section 4.06; (i) that constitutes a -14- Hedging Obligation or Commodity Hedge Obligation entered into for bona fide hedging purposes of the Company in the ordinary course of business and otherwise in accordance with this Indenture; (j) in securities of any trade creditor or customer received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditor or customer; (k) acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (l) existing as of the Closing Date or an Investment consisting of any extension, modification or renewal of any Investment existing as of the Closing Date (excluding any such extension, modification or renewal involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms, as of the Closing Date, of the original Investment so extended, modified or renewed); (m) consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and otherwise in accordance with this Indenture; (n) consisting of intercompany Indebtedness permitted under Section 4.03; and (o) the consideration for which consists solely of shares of common stock of the Company. "Permitted Liens" means any of the following Liens: (a) Liens upon any property of the Company or any Restricted Subsidiary securing any Indebtedness permitted under Section 4.03(b)(i) or 4.03(b)(ii) hereof and all other obligations of the Company or any Restricted Subsidiary in respect of such Indebtedness not constituting Indebtedness; (b) Liens securing the Notes and the Note Guarantees; (c) Liens in favor of the Company or any Restricted Subsidiary; (d) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with or acquired by the Company or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with or acquired by the Company or the Restricted Subsidiary; (e) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such acquisition; (f) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; (g) Liens incurred in the ordinary course of business including judgment and attachment liens of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed in the aggregate [$5.0] million at any one time outstanding and that are not incurred in connection with the borrowing of money or the obtaining of advances of credit (other than trade credit in the ordinary course of business, not evidenced by a note and not past due); (h) Liens in favor of the Trustee; (i) Liens incurred in connection with Refinancing Indebtedness, but only if such Liens extend to no more assets than the Liens securing the Indebtedness being Refinanced; (j) statutory Liens of landlords and carriers', warehousemen's, mechanics', suppliers', materialmen's, repairmen's, or other like Liens (including contractual landlords liens) arising in the ordinary course of business and with respect to amounts not yet delinquent by more than 30 days or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (k) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of -15- social security; (l) easements, zoning restrictions, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries; (m) any interest or title of a lessor in the property subject to any lease or arising from filing UCC financing statements regarding leases; (n) judgment Liens in respect of judgments that do not constitute an Event of Default; (o) Liens existing on the date hereof; (p) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligation of a like nature incurred in the ordinary course of business; (q) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located; (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (s) leases or subleases granted to other Persons and not interfering in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole; and (t) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Preferred Stock", as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. "Qualified Proceeds" means any of the following or any combination of the following: (a) cash, (b) Temporary Cash Investments, (c) the Fair Market Value of assets that are used or useful in the Permitted Business and (d) the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Company or any Restricted Subsidiary of the Company of such Capital Stock, (i) such Person becomes a Restricted Subsidiary or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary. "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings. "Refinancing Indebtedness" means Indebtedness that is Incurred to refund, refinance, replace, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness of the Company or any Restricted Subsidiary (including Indebtedness of the Company that Refinances Refinancing Indebtedness); provided, however, that (a) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced, (b) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life -16- of the Indebtedness being refinanced, (c) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced, (d) if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced, and (e) if the Indebtedness being Refinanced is secured with Liens junior to the Liens securing the Notes and the Note Guarantees, any Liens securing such Refinancing Indebtedness are junior to the Liens securing the Notes and the Note Guarantees; provided further, however, that Refinancing Indebtedness shall not include (i) Indebtedness of a Restricted Subsidiary that Refinances Indebtedness of the Company or (ii) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary. "Related Business" means any business related, ancillary or complementary to any of the businesses of the Company and the Restricted Subsidiaries on the Closing Date. "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Wholly Owned Restricted Subsidiary or between Wholly Owned Restricted Subsidiaries. "Securities Act" means the Securities Act of 1933. "Security Agreement" means the Security Agreement dated _____________, 2003, among the Company, the Grantors (as defined therein) and the Collateral Agent, as amended, supplemented or modified from time to time in accordance with the terms thereof and of this Indenture. "Security Documents" means (a) the Security Agreement, the Mortgages and any other document or instrument pursuant to which a Lien is granted by the Company or any Guarantor to secure any Obligations or under which rights or remedies with respect to such Lien are governed, as such agreements may be amended, modified or supplemented from time to time and (b) substantially identical agreements hereafter entered into pursuant to Section 10.09(c). Prior to the Discharge of First Lien Obligations, the "Security Documents" will mean the Security Documents among the Company, the Guarantors and the Collateral Agent, as such agreements may be amended, modified or supplemented from time to time in accordance with their terms or this Indenture. "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the -17- happening of any contingency beyond the control of the issuer unless such contingency has occurred). "Subordinated Indebtedness" means any Indebtedness of the Company (whether outstanding on the Closing Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes pursuant to a written agreement. "Subsidiary" of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total Voting Stock is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person. "Tampa Mortgage" means [NEED TO SEE DOCUMENTS]. "Temporary Cash Investments" means any of the following: (a) any investment in direct obligations of the United States of America or any agency thereof or obligations Guaranteed by the United States of America or any agency thereof, (b) investments in time deposit accounts, certificates of deposit and money market deposits maturing not more than one year from the date of acquisition thereof, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with a bank or trust company that is organized under the laws of the United States of America, any state thereof (including any foreign branch of any of the foregoing) or any foreign country recognized by the United States of America having capital, surplus and undivided profits aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof), (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above or clause (e) below entered into with a bank meeting the qualifications described in clause (b) above, (d) investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America having at the time as of which any investment therein is made one of the two highest ratings obtainable from either Moody's Investors Service, Inc. ("Moody's") or Standard and Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. ("S&P"), (e) investments in securities with maturities of six months or less from the date of acquisition issued or fully Guaranteed by any state, commonwealth or territory of the United States of America, or by any foreign government or any state, commonwealth or territory or by any political subdivision or taxing authority thereof, and, in each case, having one of the two highest ratings obtainable from either S&P or Moody's; and (f) investments in funds investing exclusively in investments of the types described in clauses (a) and (e) above. "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the Closing Date. "Trade Payables" means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services. -18- "Transamerica Loan" means [NEED TO SEE DOCUMENTS]. "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. "Trust Officer" means any vice president, assistant vice president or trust officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "Uniform Commercial Code" means the New York Uniform Commercial Code as in effect from time to time. "Unrestricted Subsidiary" means (a) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (i) the Subsidiary to be so designated has total Consolidated assets of $1,000 or less or (ii) if such Subsidiary has Consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (a) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (b) no Default shall have occurred and be continuing. Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced by a Board Resolution and an Officers' Certificate certifying that such designation complied with the foregoing provisions. "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option. "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled at the time to vote in the election of directors, managers or trustees thereof. "Wholly Owned" means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director's qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person. 1.02. Other Definitions. The following terms have the definitions set forth in the Sections listed below. -19-
Defined in Term Section ---- ------- "Affiliate Transaction"............................. 4.07(a) "Authentication Order".............................. 2.03 "Bankruptcy Law".................................... 6.01 "Change of Control Offer"........................... 4.08(b) "covenant defeasance option"........................ 8.01(b) "Event of Default".................................. 6.01 "Excess Proceeds"................................... 4.06(b) "Guaranteed Obligations"............................ 11.01 "incorporated provision"............................ 12.01 "legal defeasance option"........................... 8.01(b) "Legal Holiday"..................................... 12.08 "Notes"............................................. Preamble "Notice of Default"................................. 6.01 "Offer"............................................. 4.06(b) "Offer Amount"...................................... 4.06(c)(ii) "Offer Period"...................................... 4.06(c)(ii) "Paying Agent"...................................... 2.04 "Permitted Debt".................................... 4.03(b) "Purchase Date"..................................... 4.06(c)(i) "Receiver".......................................... 6.01 "Registrar"......................................... 2.04 "Required Information".............................. 4.02 "Restricted Payment"................................ 4.04(a) "Successor Company"................................. 5.01(a)
1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: "Commission" means the Commission. "indenture securities" means the Notes and the Note Guarantees. "indenture security holder" means a Holder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company, the Guarantors and any other obligor on the indenture securities. -20- All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions. 1.04. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) "or" is not exclusive; (d) "including" means including without limitation; (e) words in the singular include the plural and words in the plural include the singular; (f) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and (g) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater. ARTICLE II THE NOTES 2.01. Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is $____,000,000. 2.02. Form and Dating. (a) General. The Note and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Note may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Note shall be issued only in registered form without coupons, and shall be issued only in minimum denominations of $1,000 and larger integral multiples of $1,000. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. -21- (b) Global Note. The Note issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Definitive Notes shall be issued substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). The Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount at maturity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee or the Custodian in accordance with the terms hereof and otherwise in accordance with instructions given by the Holder thereof as required by Section 2.07. 2.03. Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notes, the Notes shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Notes. The signature shall be conclusive evidence that the Notes has been authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by one Officer of the Company (an "Authentication Order"), authenticate the Notes for original issue of up to the aggregate principal amount at maturity set forth in Section 2.01. The aggregate principal amount at maturity of Notes outstanding at any time may not exceed such amount except as provided in Section 2.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 2.04. Registrar and Paying Agent, Depositary. (a) The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Notes may be presented for payment (the "Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent, and the term "Registrar" includes any co-registrars. The Company -22- initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Notes and (ii) the Notes Custodian with respect to the Global Notes. (b) The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar. (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. (d) The Company initially appoints the Trustee to act as the Registrar and the Paying Agent with respect to the Notes. (e) The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Note. The Company initially appoints the Trustee to act as Custodian with respect to the Global Note. 2.05. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of, premium, if any, and interest on any Note, the Company shall deposit with the Paying Agent (or if the Company or a domestically organized Wholly Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, premium, if any, and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on the Notes, shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Company or a domestically organized Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all -23- Holders of the Notes and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of the Notes and the Company shall otherwise comply with TIA Section 312(a). 2.07. Transfer and Exchange. (a) Transfer and Exchange of the Global Note. The Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary, or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Note will be exchanged by the Company for Definitive Notes only if (i) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Note (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in clause (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Every Note authenticated and delivered in exchange for, or in lieu of, the Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11, that is not a Definitive Note shall be authenticated and delivered in the form of, and shall be, the Global Note. The Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); however, beneficial interests in the Global Note may be transferred and exchanged as provided in Section 2.07(b) or (c). (b) Transfer and Exchange of Beneficial Interests in the Global Note. The transfer and exchange of beneficial interests in the Global Note shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Note also shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following clauses, as applicable: (i) Transfer of Beneficial Interests in the Global Note. Beneficial interests in the Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i). (ii) All Other Transfers and Exchanges of Beneficial Interests in the Global Note. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i), the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures causing to be credited a beneficial interest in the -24- Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures causing to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the participant to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in clause (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in the Global Note contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the Global Note pursuant to Section 2.07(g). (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in the Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii), the Trustee shall cause the aggregate principal amount at maturity of the Global Note to be reduced accordingly pursuant to Section 2.07(g), and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount at maturity. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A Holder of a Definitive Note may exchange such Note for a beneficial interest in the Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in the Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount at maturity of the Global Note, pursuant to Section 2.07(g). (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof. -25- (f) Global Note Legend. The Global Note shall bear a legend in substantially the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (g) Cancellation or Adjustment of the Global Note. At such time as all beneficial interests in the Global Note have been exchanged for Definitive Notes or the Global Note has been redeemed, repurchased or canceled in whole and not in part, the Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12. At any time prior to such cancellation, if any beneficial interest in the Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in the Global Note or for Definitive Notes, the principal amount at maturity of Notes represented by the Global Note shall be reduced accordingly, in the case of an exchange for Definitive Notes, and an endorsement shall be made on the Global Note by the Trustee or by the Depositary in accordance with applicable procedures to reflect such exchange or reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in the Global Note, the Global Note shall be increased accordingly and an endorsement shall be made on the Global Note by the Trustee or by the Depositary in accordance with applicable procedures to reflect such increase. (h) General Provisions Relating to Transfers and Exchanges. -26- (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate the Global Note and Definitive Notes upon the Company's order or at the Registrar's request. (ii) No service charge shall be made to a holder of a beneficial interest in the Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 4.06 and 9.05). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (iv) The Global Note and all Definitive Notes issued upon any registration of transfer or exchange of the Global Note or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Note or Definitive Notes surrendered upon such registration of transfer or exchange. (v) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (vii) The Trustee shall authenticate the Global Note and Definitive Notes in accordance with the provisions of Section 2.03. (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) Each Holder of a Note agrees to indemnify the Company and the Trustee to their reasonable satisfaction against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any -27- provision of this Indenture or applicable United States Federal or state securities law. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interest in the Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 2.08. Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receive evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the reasonable judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Upon the issuance of any replacement Note under this Section 2.08, the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection therewith. The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 2.09. Outstanding Notes. The Note outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in the Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.09 as not outstanding. Except as set forth in Section 12.06, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Notes. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount at maturity of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. -28- If the Paying Agent (other than the Parent, the Company, a Subsidiary or an Affiliate of any of the foregoing) holds, by no later than 12:00 noon Eastern Time on a redemption date or maturity date, money sufficient to pay Notes payable on that date, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 2.10. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company consider appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Company, without charge to the Holder. 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Notes in accordance with its customary procedures or deliver canceled Notes to the Company pursuant to written direction by an Officer. The Company may not issue new Notes to replace Notes either of them has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture. 2.12. Payment of Interest; Defaulted Interest. (a) Each of the Notes shall bear interest at the rate per annum of 7.0% for the period beginning on the Closing Date through and including __________, 2005, and at the rate of 8.0% after _____________, 2005. The Company shall pay interest semiannually on ____________ and ____________ of each year, commencing on _____________, 2004. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Closing Date, until the principal amount thereof is paid. (b) Interest shall be payable in cash. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the __________ or ___________ next preceding the interest payment date, even if Notes are canceled after the record date and on or before the interest payment date. (c) If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall -29- promptly mail or cause to be mailed to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 2.13. CUSIP Numbers. The Company in issuing the Notes may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. 2.14. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. ARTICLE III REDEMPTION 3.01. Notices to Trustee. If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of the redemption date and the principal amount of Notes to be redeemed. The Company shall give each notice to the Trustee provided for in this Section at least 45 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers' Certificate from the Company to the effect that such redemption will comply with the conditions herein. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. 3.02. Selection of Notes To Be Redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method that the Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $1,000. Notes and portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed. 3.03. Notice of Redemption. (a) At least 30 days but not more than 60 days before a date for redemption of Notes, the Company shall mail a notice of redemption by first-class mail to each Holder of Notes to be redeemed at such Holder's registered address. The notice shall identify the Notes to be redeemed and shall state: (i) the redemption date; -30- (ii) the redemption price and the amount of accrued interest to the redemption date; (iii) the name and address of the Paying Agent; (iv) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (v) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed; (vi) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; (vii) the CUSIP number, if any, printed on the Notes being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. (b) At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense. In such event, the Company shall provide the Trustee with the information required by this Section. 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest, to the redemption date; provided, however, that if the redemption date is after a regular record date and on or prior to the related interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 3.05. Deposit of Redemption Price. Prior to 12:00 noon on the redemption date, the Company shall deposit with the Paying Agent (or, if either of the Company or a domestically organized Wholly Owned Restricted Subsidiary of the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Company to the Trustee for cancellation. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, premium, if any, and accrued and unpaid interest, on the Notes to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. The Paying Agent shall promptly return to the Company upon their written request any money deposited with the Paying Agent by the Company that is in excess of the amounts necessary to pay the redemption price of and accrued interest on all Notes to be redeemed. -31- 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company's expense) a new Note equal in principal amount to the unredeemed portion of the Notes surrendered. ARTICLE IV COVENANTS 4.01. Payment of Notes. The Company shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Company shall pay interest on overdue principal and premium at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal, premium or interest payments hereunder. 4.02. Commission Reports. If at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Commission (or would be required to file with the Commission), copies of its annual report and the information, documents and other reports that are specified in Section 13 and 15(d) of the Exchange Act (collectively, the "Required Information"); provided, however, that if any of the Required Information is filed with the Commission, the Company shall only be required to provide the Trustee copies of such Required Information. In addition, the Company shall furnish to the Trustee, promptly upon their becoming available, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. The Company also shall comply with the other provisions of TIA Section 314(a). 4.03. Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company or any Guarantor may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto, the Consolidated Coverage Ratio would be greater than [2.25:1]. (b) Notwithstanding Section 4.03(a), the Company and, to the extent specified, its Restricted Subsidiaries may Incur the following Indebtedness (collectively, "Permitted Debt"): -32- (i) Indebtedness of the Company or any Guarantor under the Credit Agreement; (ii) Indebtedness of the Company or any Guarantor under the Other First-Lien Debt; (iii) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (3) if a Guarantor is the obligor, such Indebtedness is subordinated in right of payment to the Notes Guarantee of such Guarantor; (iv) Indebtedness represented by the Notes, the Note Guarantees and any replacement Notes issued pursuant to this Indenture; (v) Indebtedness outstanding on the Closing Date (other than the Indebtedness described in clause (i), (ii), (iii) or (iv) of this Section 4.03(b)); (vi) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in Section 4.03(a) and in clauses (iv), (v), (vi) and (vii) of this Section 4.03(b); (vii) Indebtedness consisting of Guarantees of (1) any Indebtedness permitted under Section 4.03(a), so long as the Person providing the Guarantee is a Guarantor or (2) any Indebtedness permitted under this Section 4.03(b); (viii) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of worker's compensation claims, self-insurance obligations, performance bonds, bankers' acceptances, letters of credit, surety, appeal or similar bonds and completion guarantees provided by the Company and the Restricted Subsidiaries in the ordinary course of their business; provided, however, that upon the drawing of letters of credit for reimbursement obligations, including with respect to workers' compensation claims, or the Incurrence of other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, such obligations are reimbursed within five Business Days following such drawing or Incurrence; (ix) Indebtedness under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; -33- (x) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (xi) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided that (1) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Subsidiaries in connection with such disposition and (2) such Indebtedness is not reflected in the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (2)); (xii) Indebtedness of the Company or any of its Restricted Subsidiaries that is Acquired Debt, and any Refinancing Indebtedness Incurred in respect thereof, in an aggregate principal amount at any time outstanding not to exceed [$5.0] million; and (xiii) Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of Section 4.03(b)) of the Company or any Guarantor in an aggregate principal amount (or accreted value, as applicable) on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (xiii) and then outstanding, shall not exceed [$5.0] million. (c) Notwithstanding the foregoing, the Company shall not Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Indebtedness of such Person unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Indebtedness. (d) For purposes of determining compliance with this Section 4.03, (i) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Closing Date shall be treated as Incurred pursuant to Section 4.03(b)(i), (ii) Indebtedness Incurred pursuant to the Other First-Lien Debt prior to or on the Closing Date shall be treated as Incurred pursuant to Section 4.03(b)(ii), (iii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses and (iv) the aggregate amount of any Indebtedness Guaranteed pursuant to -34- Section 4.03(b)(vii) will be included in the calculation of Indebtedness, but the corresponding amount of the Guarantee will not be so included. (e) Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.03. 4.04. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of the Company's or any Restricted Subsidiary's Capital Stock (including any payment in connection with any merger or consolidation involving the Company) or similar payment to the direct or indirect holders of its Capital Stock except dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and except dividends or distributions payable to the Company or another Restricted Subsidiary (and, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary held by Persons other than the Company or another Restricted Subsidiary, other than the making of a Permitted Investment, (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment any Subordinated Indebtedness (other than the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition), or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment described in and not excluded from clauses (i) through (iv) of this Section 4.04(a) being herein referred to as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); (2) the Company could not Incur at least $1.00 of additional Indebtedness under Section 4.03(a); or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) declared or made subsequent to the Closing Date would exceed the sum of, without duplication: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Closing Date occurs to the end of the most recent fiscal quarter for which internal financial statements are available ending prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); -35- (B) the aggregate Qualified Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Closing Date (other than an issuance or sale to (x) a Subsidiary of the Company or (y) an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries for the benefit of its employees to the extent that the purchase by such plan or trust is financed by Indebtedness of such plan or trust owed to the Company or any of its Subsidiaries or Indebtedness Guaranteed by the Company or any of its Subsidiaries); (C) 100% of the aggregate Qualified Proceeds received by the Company from the issuance or sale of debt securities of the Company or Disqualified Stock of the Company that after the Closing Date have been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company (other than an issuance or sale to (x) a Subsidiary of the Company or (y) an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries for the benefit of its employees to the extent that the purchase by such plan or trust is financed by Indebtedness of such plan or trust owed to the Company or any of its Subsidiaries or Indebtedness Guaranteed by the Company or any of its Subsidiaries), less the amount of any cash or the Fair Market Value of any property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange; provided, however, that no amount will be included in this clause (C) to the extent it is already included in Consolidated Net Income; (D) in the case of any Investment by the Company or any Restricted Subsidiary (other than any Permitted Investment) made after the Closing Date, the disposition of such Investment by, or repayment of such Investment to, the Company or a Restricted Subsidiary or the receipt by the Company or any Restricted Subsidiary of any dividends or distributions from such Investment, an aggregate amount equal to the lesser of (x) the aggregate amount of such Investment treated as a Restricted Payment pursuant to clause (iv) above and (y) the aggregate amount in cash received by the Company or any Restricted Subsidiary upon such disposition, repayment, dividend or distribution; provided, however, that no amount will be included in this clause (D) to the extent it is already included in Consolidated Net Income; (E) in the event the Company or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company's or any Restricted Subsidiary's existing Investment in such Person that was previously treated as a Restricted Payment pursuant to clause (iv) above; provided, however, that such Person is engaged in a Permitted Business; and (F) the amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of the principal of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary from Unrestricted Subsidiaries and (y) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair -36- Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary and treated as a Restricted Payment pursuant to clause (iv) above. (b) The provisions of Section 4.04(a) shall not prohibit: (i) any purchase, repurchase, redemption or other acquisition or retirement for value of Capital Stock of the Company or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, other Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to (x) a Subsidiary of the Company or (y) an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries for the benefit of its employees to the extent that the purchase by such plan or trust is financed by Indebtedness of such plan or trust owed to the Company or any of its Subsidiaries or Indebtedness Guaranteed by the Company or any of its Subsidiaries); provided, however, that (1) such Restricted Payment shall be excluded from the calculation of the amount of Restricted Payments and (2) the Net Cash Proceeds from such sale applied in the manner set forth in this clause (i) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B); (ii) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Company or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness that is permitted to be Incurred pursuant to Section 4.03(b)(vi); provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded from the calculation of the amount of Restricted Payments; (iii) the repurchase, redemption or other acquisition or retirement for value of Disqualified Stock of the Company or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Company or any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.03; provided, however, that such repurchase, redemption or other acquisition or retirement for value shall be excluded from the calculation of the amount of Restricted Payments; (iv) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with Section 4.04(a); provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments (without duplication for declaration); (v) the repurchase, redemption or other acquisition or retirement for value of Capital Stock of the Company or any of its Subsidiaries from employees, -37- former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such repurchases shall not exceed [$1.0] million in any calendar year; provided further, however, that such repurchases, redemptions and other acquisitions or retirements for value shall be excluded from the calculation of the amount of Restricted Payments; (vi) the declaration and payment of any dividend (or the making of any similar distribution or redemption) to the holders of any class or series of Disqualified Stock of the Company issued or Incurred after the Closing Date in accordance with Section 4.03; provided that no Default or Event of Default shall have occurred and be continuing immediately after making such declaration or payment; and provided further, that such payment will be excluded from the calculation of the amount of Restricted Payments; (vii) other restricted Payments in an aggregate amount not to exceed [$5.0] million. 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries, (b) make any loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its property or assets to the Company or any of its Restricted Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable law, regulation, order or an agreement in effect at the Closing Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c) (i) or (c) (ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section -38- 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any agreement or amendment relating to such Refinancing are no less favorable to the Holders than the encumbrances and restrictions contained in the agreements relating to the Indebtedness so Refinanced; (iv) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) that is contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vi) contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) agreements for the sale of assets containing customary restrictions with respect to such assets; (viii) restrictions relating to the common stock of Unrestricted Subsidiaries or Persons other than Subsidiaries; (ix) encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; and (x) encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. 4.06. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition and (ii) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or other Qualified Proceeds (provided that the aggregate Fair Market Value of Qualified Proceeds (other than cash and Temporary Cash Investments) shall not exceed [$10.0] million since the Closing Date). -39- Within 365 days after the receipt of any Net Available Cash from such Asset Disposition, the Company or such Restricted Subsidiary may apply an amount equal to 100% of the Net Available Cash from such Asset Disposition (w) to repay or cash collateralize any First-Lien Credit Facility or the Notes; (x) to acquire all or substantially all of the assets of another Permitted Business; (y) to make a capital expenditure; or (z) to acquire other long-term assets that are used or useful in the Permitted Business; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (w) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. For the purposes of clause (a)(ii) of this Section 4.06 only, the following are deemed to be cash: (A) the assumption of any liabilities (as shown on the Company's or a Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or any Note Guarantee, or liabilities to the Company or a Subsidiary of the Company) pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability in connection with such Asset Disposition and (B) any securities or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted within 90 days of receipt by the Company or such Restricted Subsidiary into cash. Pending the final application of any Net Available Cash, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.06(a) shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds [$5.0] million, the Company shall make an Asset Disposition offer (the "Offer") to all Holders of Notes and all holders of other secured Indebtedness that is pari passu in right of payment (including as to security therefor) with the Notes containing provisions similar to those set forth in Section 4.06(c) with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other such pari passu Indebtedness tendered into such Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis; provided, however, that the Company shall not be obligated to purchase Notes in denominations other than integral multiples of $1,000 principal amount at maturity. Upon completion of each Offer, the amount of Excess Proceeds shall be reset at zero. (c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that -40- the Holder may elect to have his Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum shall include (1) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (2) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (3) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the address referred to in clause (iii). (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (1) the amount of the Offer (the "Offer Amount"), (2) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (3) the compliance of such allocation with the provisions of Section 4.06(a) and (b). Not later than one Business Day before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company or a domestically organized Wholly Owned Restricted Subsidiary is acting as paying agent, segregate and hold in trust) an amount equal to the Offer Amount with written instructions for investment in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Offer Amount delivered by the Company to the Trustee is greater than the purchase price of the Notes (and such other pari passu Indebtedness) tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (iii) Holders electing to have a Note purchased shall be required to surrender the Notes, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase -41- Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note or Notes which were delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note or Notes purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes and any such other pari passu Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes and such other pari passu Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (iv) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (v) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Disposition provisions of this Indenture, the Company shall comply in all material respects with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Disposition provisions of this Indenture by virtue of such conflict. 4.07. Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction (including, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless such Affiliate Transaction is on terms (i) that are no less favorable (other than in immaterial respects) to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in comparable arm's-length dealings with a Person who is not such an Affiliate, (ii) that, in the event that such Affiliate Transaction involves an aggregate amount in excess of [$1.0] million, (1) are set forth in writing and (2) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction and (iii) that, in the event that such Affiliate Transaction involves an amount in excess of [$5.0] million, have been determined by a nationally recognized appraisal or investment banking firm to be fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. (b) The provisions of Section 4.07(a) shall not prohibit (i) any Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any issuance of securities, or other -42- payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors, (iii) the grant of stock options or similar rights to officers, employees, consultants and directors of the Company pursuant to plans approved by the Board of Directors and the payment of amounts or the issuance of securities pursuant thereto, (iv) loans or advances to employees in the ordinary course of business permitted by law and consistent with prudent business practice, but in any event not to exceed [$1.0] million in the aggregate outstanding at any one time, (v) the payment of reasonable fees, compensation or employee benefit arrangements to and any indemnity provided for the benefit of directors, officers, consultants or employees of the Company or any Restricted Subsidiary in the ordinary course of business, (vi) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, or (vii) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture, and which are fair to the Company or its Restricted Subsidiaries, as applicable, in the reasonable determination of the Board of Directors or the senior management of the Company or its Restricted Subsidiaries, as applicable or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party. 4.08. Repurchase of Notes at the Option of the Holder Upon a Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.08(b); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 4.08 in the event that it has exercised its right to redeem all the Notes under paragraph 5 of the Notes. In the event that at the time of such Change of Control the terms of the First-Lien Credit Facilities restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of the notice to Holders provided for in Section 4.08(b) below but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all First-Lien Credit Facilities or (ii) obtain the requisite consent under the agreements governing the First-Lien Credit Facilities to permit the repurchase of the Notes as provided for in Section 4.08(b). (b) Within 30 days following any Change of Control (except as provided in the proviso to the first sentence of Section 4.08(a)), the Company shall mail a notice to each Holder with a copy to the Trustee (the "Change of Control Offer") stating: (i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); -43- (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the purchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); and (iv) the instructions determined by the Company, consistent with this Section 4.08, that a Holder must follow in order to have its Notes purchased. (c) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) On the purchase date, all Notes purchased by the Company under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. (e) Notwithstanding the foregoing provisions of this Section 4.08, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. (f) In connection with any Change of Control Offer, the Company shall deliver to the Trustee an Officers' Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with. (g) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section by virtue thereof. 4.09. Compliance Certificate. The Company shall deliver to the Trustee within 90 days after the end of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its -44- status and what action the Company is taking or propose to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA. 4.10. Sale/Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale/Leaseback transaction if: (a) the Company or that Restricted Subsidiary, as applicable, could have Incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale/Leaseback Transaction under Section 4.03 hereof; (b) the gross cash proceeds of the Sale/Leaseback Transaction are at least equal to the fair market value (and, if gross cash proceeds from such Sale/Leaseback Transaction are in excess of [$1.0] million, the Company delivers a Board Resolution to such effect to the Trustee), of the property that is the subject of that Sale/Leaseback Transaction; and (c) the transfer of assets in that Sale/Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.06. 4.11. Additional Note Guarantees and Liens. If (x) any Subsidiary shall, after the date hereof, become a guarantor of any First-Lien Credit Facility or (y) any Subsidiary shall, after the date hereof, become a Restricted Subsidiary, then the Company shall, at that time, cause such Subsidiary to (a) execute a Guarantee of the obligations of the Company under the Notes substantially in the form set forth in Exhibit B hereto, (b) concurrently grant a second-priority Lien, ranking only after the first liens on the Collateral securing the First-Lien Credit Facilities, upon its assets and property as security for the Notes, the Note Guarantees and any other Obligations and execute any and all further Security Documents, financing statements, agreements and instruments, upon substantially the same terms as the Security Documents and in a form reasonably satisfactory to the Trustee, that grants the Collateral Agent a second-priority Lien upon such assets and property for the benefit of the Holders and take all such actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Trustee or Collateral Agent may reasonably request to create such second-priority Lien, all at the expense of the Company, including all reasonable fees and expenses of counsel incurred by the Trustee in connection therewith and (c) deliver to the Trustee an Opinion of Counsel, reasonably satisfactory to the Trustee, that such Guarantee and any such Security Documents, as the case may be, are valid, binding and enforceable obligations of such Subsidiary, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. From and after the date of this Indenture, if the Company or any Guarantor creates any initial or additional Lien upon any of its assets and property to secure any First-Lien Credit Facility, it shall concurrently grant a second-priority Lien upon such assets and property as security for the Notes, the Note Guarantees and any other Obligations and execute any and all further Security Documents, financing statements, agreements and instruments, upon substantially the same terms as the Security Documents and in a form reasonably satisfactory to the Trustee, that grant the Collateral Agent a second-priority Lien upon such assets and property for the benefit of the Holders and take all such actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Trustee or Collateral Agent may reasonably request to create such second-priority Lien, all at the expense of the Company, including all reasonable fees and expenses of counsel incurred by the Trustee in connection therewith and deliver to the Trustee an -45- Opinion of Counsel, reasonably satisfactory to the Trustee, that such Security Documents are valid, binding and enforceable obligations of the Company or such Guarantor, as the case may be, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. In addition, the Company shall, with respect to each parcel of real property in the United States owned or leased by the Company or any Guarantor that secures any First Lien Credit Facility, deliver to the Collateral Agent, for the benefit of or addressed to the Trustee or the Collateral Agent, as applicable, the following: (a) a fully executed, acknowledged, and recorded Mortgage that secures the Notes, the Note Guarantees and any other Obligations on a second-priority basis; (b) an opinion of local counsel reasonably acceptable to the Trustee; (c) a fully-paid title insurance policy with no exceptions other than (i) Permitted Liens, (ii) the Lien on such property securing First-Lien Credit Facilities and (iii) other changes reasonably acceptable to the Trustee; (d) the most recent survey of each property together with either (i) an updated survey certification from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from the Company stating that there has been no change, other than, in each case, changes reasonably acceptable to the Trustee, in the facts depicted in the survey; and (e) such other related deliveries and deliverables as the Trustee shall reasonably require. The Company shall provide each of the foregoing described in clauses (a) through (e) above at their own expense and shall pay all reasonable fees and expenses of counsel incurred by the Trustee in connection with each of the foregoing. Any such Lien (including any Mortgage) granted in favor of the Holders shall be subject to the terms of the Intercreditor Agreement or another customary collateral sharing or intercreditor agreement setting forth the respective rights of the Holders and the holders of such other obligations. Each Note Guarantee will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the Notes Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 4.12. Limitation on Lines of Business. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business, other than a Permitted Business. -46- 4.13. Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company shall not sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary, and shall not permit any Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock except: (a) to the Company or another Restricted Subsidiary; (b) if, immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Restricted Subsidiaries own any Capital Stock of such Restricted Subsidiary; (c) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under Section 4.04 if made on the date of such issuance, sale or other disposition; (d) directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary; or (e) in the case of a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the issuance by that Restricted Subsidiary of Capital Stock on a pro rata basis to the Company and its Restricted Subsidiaries, on the one hand, and minority shareholders of the Restricted Subsidiary, on the other hand (or on less than a pro rata basis to any minority shareholder if the minority holder does not acquire its pro rata amount), so long as the Company or another Restricted Subsidiary owns and controls at least the same percentage of the Voting Stock of, and economic interest in, such Restricted Subsidiary as prior to such issuance. The cash proceeds of any sale of Capital Stock permitted under clauses (b) and (c) shall be treated as Net Available Cash from an Asset Disposition and shall be applied in accordance with Section 4.06. 4.14. Limitation on Liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired by the Company or its Restricted Subsidiaries, except Permitted Liens. 4.15. Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. ARTICLE V SUCCESSOR COMPANY 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; -47- (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture. (b) The Company shall not permit any Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: (i) in the case of any Guarantor that is a Domestic Subsidiary, the resulting, surviving or transferee Person will be a corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Guarantor under its Note Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been Incurred by such Person at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that the foregoing shall not apply to any such consolidation or merger with or into, or conveyance, transfer or lease to, any Person if the resulting, surviving or transferee Person will not be a Subsidiary of the Company and the other terms of this Indenture, including Section 4.06, are complied with. (c) Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company; (ii) the Company may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company in another jurisdiction to realize tax or other benefits; (iii) nothing herein shall limit any conveyance, transfer or lease of assets between or among any of the Company and the Guarantors; and (iv) the foregoing clause (a)(iii) of this Section 5.01 shall not prohibit a merger between the Company and a Person that owns all of the Capital Stock of the Company created solely for the purpose of holding the Capital Stock of the Company; provided, however, that the other terms of Section 5.01(a) are complied with. -48- ARTICLE VI EVENTS OF DEFAULTS AND REMEDIES 6.01. Events of Default. An "Event of Default" occurs if: (a) the Company or any Guarantor defaults in any payment of interest on any Note, and such default continues for a period of 30 days; (b) the Company or any Guarantor (i) defaults in the payment of the principal of or premium, if any, on any Note when the same becomes due and payable at its Stated Maturity, upon required redemption or repurchase, upon declaration or otherwise, or (ii) fails to redeem or purchase Notes when required pursuant to this Indenture or the Notes; (c) the Company or any Guarantor fails to comply with Section 5.01; (d) the Company or any Guarantor fails to comply with any of its agreements in the Notes or this Indenture, any Note Guarantee or any Security Document (other than those referred to in (a), (b) or (c) above) and such failure continues for 30 days after the notice specified below; (e) Indebtedness of the Company or any Restricted Subsidiary is not paid within any applicable grace period after final maturity or the acceleration by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds [$5.0] million or its foreign currency equivalent at the time and such failure continues for 10 days after the notice specified below; (f) the Company or any Restricted Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Receiver of it or for any substantial part of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) or takes any comparable action under any foreign laws relating to insolvency; (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any Restricted Subsidiary in an involuntary case; -49- (ii) appoints a Receiver of the Company or any Restricted Subsidiary or for any substantial part of its property; or (iii) orders the winding up or liquidation of the Company or any Restricted Subsidiary; or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; (h) with respect to any judgment or decree for the payment of money in excess of [$10.0] million or its foreign currency equivalent against the Company or any Restricted Subsidiary (i) an enforcement proceeding is commenced thereon by any creditor if such judgment or decree is final and nonappealable and the Company or such Restricted Subsidiary, as applicable, fails to stay such proceeding within 10 days thereafter or (ii) the Company or such Restricted Subsidiary, as applicable, fails to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days following the entry of such judgment or decree without being paid, discharged, waived or stayed; or (i) (i) except as permitted by this Indenture, any Note Guarantee or any Security Document or any security interest granted thereby shall be held in any judicial proceeding to be unenforceable or invalid, or shall cease for any reason to be in full force and effect and such default continues for 10 days after written notice, or (ii) the Company or any Guarantor shall deny or disaffirm its obligations under any Note Guarantee or Security Document. The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. The term "Bankruptcy Law" means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term "Receiver" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. A Default under clause (c), (d), (e) or (i) above is not an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company and the Trustee of the Default and the Company or the relevant Guarantor, as applicable, do not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default". The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any event which with the giving of notice or the lapse of time would become an Event of Default under clauses (c), (d), (e), (h) or (i), its status and what action the Company is taking or propose to take with respect thereto. 6.02. Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company) occurs and is continuing, the -50- Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of and interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (a) In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(e), the declaration of acceleration of the Notes shall be automatically annulled if the holders of any such Indebtedness have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such acceleration and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the Notes by notice to the Trustee may waive on behalf of the Holders of all of the Notes an existing Default and its consequences except (a) a Default in the payment of the principal of, premium, if any, or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 6.05. Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject -51- to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 6.06. Limitation on Suits. (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; (ii) the Holders of at least 25% in principal amount of the Notes make a written request to the Trustee to pursue the remedy; (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and (v) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request during such 60-day period. (b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal, premium, if any, and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07. 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, any Subsidiary or Guarantor, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in -52- bankruptcy or other Person performing similar functions, and any Receiver in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: FIRST: to the Trustee for amounts due under Section 7.07; SECOND: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and THIRD: to the Company. The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and amount to be paid. 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes. 6.12. Waiver of Stay or Extension Laws. Neither the Company nor any Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VII TRUSTEE 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use -53- the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. (iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. -54- 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney. 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or their respective Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Note Guarantee or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee's certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (h) or (i) unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received notice thereof in accordance with Section 12.02 hereof from the Company, any Guarantor or any Holder. 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder notice of the Default within the earlier of 90 -55- days after it occurs or 30 days after it is known to a trust officer. Except in the case of a Default in payment of principal of, premium, if any, or interest on any Note (including payments pursuant to the redemption provisions of such Note, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders. 7.06. Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning with May 15, 2004, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange (if any) on which the Notes are listed. The Company agrees to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. Each of the Company and each Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys' fees) incurred by or in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's expense in the defense. The Trustee may have separate counsel and the Company and the Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company and the Guarantors shall not be required to pay such fees and expenses if they assume the Trustee's defense and, in the reasonable judgment of the Trustee's outside counsel, there is no conflict of interest between the Company and the Guarantors, on the one hand, and the Trustee, on the other hand, in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through its own willful misconduct, negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. The Company's payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under -56- any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 7.08. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. (b) If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee fails to comply with Section 7.10, unless the Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another -57- corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b), subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. 7.11. Preferential Collection of Claims Against the Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE 8.01. Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(c), when (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.08) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof, and the Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of, premium, if any, and interest on the outstanding Notes when due at maturity or upon redemption of, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08) and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company -58- accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. (a) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture ("legal defeasance option") and (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13 or 4.14 and the operation of Section 5.01(a)(iii), 6.01(d), 6.01(e), 6.01(f) (with respect to Restricted Subsidiaries only), 6.01(g) (with respect to Restricted Subsidiaries only), and 6.01(h) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(d), 6.01(e), 6.01(f) (with respect to Restricted Subsidiaries only), 6.01(g) (with respect to Restricted Subsidiaries only) or 6.01(h) or because of the failure of the Company to comply with Section 5.01(a)(iii). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (b) Notwithstanding the provisions of Sections 8.01(a) and 8.01(b), the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. 8.02. Conditions to Defeasance. (a) The Company may exercise their legal defeasance option or their covenant defeasance option only if: (i) the Company irrevocably deposits in trust with the Trustee money in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal, premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; -59- (iii) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(f) or (g) with respect to the Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Company; (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (viii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII have been complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III. 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium, if any, and interest on the Notes. 8.04. Repayment to the Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any money or U.S. Government Obligations held by either of them as provided in this Article VIII which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which -60- delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article VIII. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors and the Trustee and the Paying Agent shall have no further liability with respect to such monies. 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however, that if the Company has made any payment of interest on or principal of or premium, if any, on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. ARTICLE IX AMENDMENTS 9.01. Without Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees or the Security Documents without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article V; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; -61- (vi) to make any change that does not adversely affect the rights of any Holder, subject to the provisions of this Indenture; (vii) to comply with any requirement of the Commission in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (viii) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture or the Security Documents; or (ix) prior to the Discharge of First Lien Obligations, to give effect to any amendment, waiver or consent in respect of any Security Document that does not materially affect the rights of the Holders. The Company shall also be entitled to releases of the Collateral or the Note Guarantees as described in Sections 10.03 and 11.03 hereof. (b) After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 9.02. With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture, the Notes, the Note Guarantees or the Security Documents without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Note; (iii) reduce the principal of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article III; (v) make any Note payable in money other than that stated in the Notes; (vi) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on, such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes; -62- (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Note Guarantees in any manner adverse to the Holders. The consent of the Holders under this Section 9.02 shall not be necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Notes shall comply with the TIA as then in effect. 9.04. Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Notes that evidences the same debt as the consenting Holder's Note, even if notation of the consent or waiver is not made on the Notes. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Note or portion of the Notes if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers' Certificate from the Company certifying that the requisite number of consents have been received. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Company or the Trustee of the requisite number of consents, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Company and the Trustee. (a) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 9.05. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Notes to deliver it to the Trustee. The Trustee may place an appropriate notation on the Notes regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Notes shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment. -63- 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company and the Guarantors enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. ARTICLE X COLLATERAL AND SECURITY 10.01. Security Documents. The due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which define the terms of the Liens that secure the Obligations and provide that the Liens granted thereunder secure the Obligations on a second-priority basis, ranking only after the first liens on the Collateral securing the First-Lien Credit Facilities. Each Holder, by its acceptance of a Note, consents and agrees to all of the terms of the Security Documents (including the provisions providing for the exercise of remedies and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Trustee the Liens upon the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Obligations secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, after the Discharge of First Lien Obligations, a valid and enforceable perfected first-priority Lien on all the Collateral, in favor of -64- the Collateral Agent for the ratable benefit of the Holders, and if the Discharge of First Lien Obligations has not occurred, a valid and enforceable perfected second-priority Lien on all the Collateral, in favor of the Collateral Agent for the ratable benefit of the Holders, ranking only after the first liens on the Collateral securing the First-Lien Credit Facilities. The Trustee and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral for the ratable benefit of the Holders and the Trustee pursuant to the terms of the Security Documents. 10.02. Recording and Opinions. (a) The Company will furnish to the Trustee on May 15 in each year beginning with May 15, 2004, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, either: (i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of the Security Documents and reciting with respect to the Liens on the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve, perfect and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders and the Trustee hereunder and the rights of the Holders, the Trustee and the Collateral Agent under the Security Documents with respect to the Liens on the Collateral; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company will otherwise comply with the provisions of TIA Section 314(b). 10.03. Release of Collateral. (a) Subject to subsections (b), (c) and (d) of this Section 10.03, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. Whether prior to or after the Discharge of First Lien Obligations, upon the request of the Company pursuant to an Officers' Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the Notes under any one or more of the following circumstances: (i) if such asset is sold, transferred, leased or otherwise disposed of in a transaction that is permitted or not prohibited by (a) the "asset sale" covenant of the Credit Agreement and (b) Section 4.06; -65- (ii) to enable the Company or any Guarantor to consummate any sale, lease, conveyance or other disposition of any assets or rights permitted or not prohibited under Section 4.06; (iii) in respect of assets to the extent they are subject to a Permitted Lien; (iv) if all of the stock of any Subsidiary of the Company that is pledged to the Collateral Agent is released or if any Subsidiary that is a Note Guarantor is released from its Note Guarantee (in each case, in accordance with the terms of this Indenture and the Security Documents), such Subsidiary's assets will also be released; or (v) pursuant to an amendment, waiver or supplement in accordance with Article IX hereof. Upon receipt of such Officers' Certificate, the Trustee shall, if at such time it is the Collateral Agent, or otherwise shall direct the Collateral Agent, to execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture and the Security Documents. (b) No Collateral may be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless the Officers' Certificate required by this Section 10.03 has been delivered to the Collateral Agent. (c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders. (d) The release of any Collateral from the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents and this Indenture. To the extent applicable, the Company will cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Security Documents, and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agent in the exercise of reasonable care. 10.04. Certificates and Opinions of Counsel. To the extent applicable, the Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents: -66- (a) all documents required by TIA Section 314(d); and (b) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel. 10.05. Certificates of the Trustee. In the event that the Company wishes to release Collateral in accordance with the Security Documents at a time when the Trustee is not itself also the Collateral Agent and have delivered the certificates and documents required by the Security Documents and Sections 10.03 and 10.04 hereof, the Trustee will determine whether it has received all documentation required by TIA Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 10.04(b), will deliver a certificate to the Collateral Agent setting forth such determination. 10.06. Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders, take, on behalf of the Holders, or direct, on behalf of the Holders, the Collateral Agent to take, all actions it deems necessary or appropriate in order to: (a) enforce any of the terms of the Security Documents; and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company and the Guarantors hereunder. The Trustee will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee). 10.07. Authorization of Receipt and Distribution of Funds by the Trustee Under the Security Documents. The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture. 10.08. Termination of Security Interest. The Trustee will, at the request of the Company, deliver a certificate to the Collateral Agent stating that such Obligations have been paid in full, and instruct the Collateral Agent to release the Liens securing the Obligations pursuant to this Indenture and the Security Documents upon (1) payment in full of the principal of, premium, if any, accrued and unpaid interest on the Notes and all other Obligations under this -67- Indenture, the Note Guarantees and the Security Documents that are due and payable at or prior to the time such principal, premium, accrued and unpaid interest are paid, (2) a satisfaction and discharge of this Indenture as described in Article VIII or (3) a legal defeasance or covenant defeasance as described in Article VIII. Upon receipt of such instruction, the Trustee, if it is the Collateral Agent, shall, or, if it is not the Collateral Agent, shall request the Collateral Agent to, execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of all such Liens. 10.09. Trustee Serving as Collateral Agent; Amendments or Supplements to, or Replacements of, the Security Documents. (a) If the Trustee shall become the Collateral Agent, it shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, neither the Trustee nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, negligence or bad faith. (a) The Trustee, is authorized and directed to (i) if the Trustee shall become the Collateral Agent, enter into the Security Documents, (ii) bind the Holders on the terms as set forth in the Security Documents and (iii) perform and observe its obligations under the Security Documents. (b) If at any time following the Discharge of First Lien Obligations the Company or any Guarantor incurs Indebtedness under any Credit Facility pursuant to Section 4.03(b)(i), the Company shall deliver to the Trustee an Officers' Certificate so stating and requesting the Trustee to enter into one or more amendments or supplements to, or replacements of, the Security Documents, as applicable, establishing and setting forth the respective rights of the lenders under such new Credit Agreement and the Holders in respect of their shared Lien on the Collateral. The Trustee shall (and is hereby authorized and directed to) enter into such amendments or supplements to, or replacements of, the Security Documents, bind the Holders on the terms set forth therein, and perform and observe its obligations thereunder. 10.10. Designations. For purposes of the provisions hereof requiring the Company to designate Indebtedness for the purposes of the term "First-Lien Credit Facilities" or any other such designations hereunder, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the Company by an Officer and delivered to the Trustee and the Collateral Agent. For all purposes hereof, the Company hereby designates the Credit Facilities provided pursuant to the Credit Agreement and the Other First-Lien Debt as "First-Lien Credit Facilities". -68- ARTICLE XI NOTE GUARANTEES 11.01. Note Guarantees. (a) Each Guarantor hereby jointly and severally irrevocably and unconditionally Guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, interest on or in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor; or (vi) any change in the ownership of such Guarantor, except as provided in Section 11.03. (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 11.02, 11.03 and 11.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in -69- full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 11.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. -70- 11.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 11.03. Releases of Note Guarantees. A Note Guarantee may be released without any action required on the part of the Trustee or any Holder as provided hereby. Whether prior to or after the Discharge of First Lien Obligations, upon the request of the Company pursuant to an Officers' Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, a Note Guarantee may be released under any one of the following circumstances: (a) if all of the capital stock of, or other equity interests in, or all or substantially all of the assets of such Guarantor is sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Company or any Domestic Subsidiaries or (ii) if such Guarantor ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the extent applicable, with Sections 4.06 and 5.01; or (b) if the Company designates such Guarantor as an Unrestricted Subsidiary. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such release was made by the Company in accordance with the provisions of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee will remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XI. 11.04. Successors and Assigns. This Article XI shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 11.05. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise. 11.06. Modification. No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver -71- or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 11.07. Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B hereto pursuant to which such Subsidiary shall become a Guarantor under this Article XI and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Notes Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and or to such other matters as the Trustee may reasonably request. 11.08. Non-Impairment. The failure to endorse a Note Guarantee on any Note shall not affect or impair the validity thereof. ARTICLE XII MISCELLANEOUS 12.01. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, TIA Sections 310 to 318, inclusive, such imposed duties or incorporated provision shall control. 12.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows: if to the Company: Reptron Electronics, Inc. [address] Attention: ____________ if to the Trustee: ___________________, National Association [address] Attention: Corporate Trust Services The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. -72- Any notice or communication mailed to a Holder shall be mailed, first class mail, to the Holder at the Holder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 12.03. Communication by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture (other than a request to authenticate the Notes issued on the Closing Date in accordance with this Indenture), the Company shall furnish to the Trustee: (a) an Officers' Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: (a) a statement that the individual making such certificate or opinion has read such covenant or condition; (b) brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers' Certificate or on certificates of public officials. -73- 12.06. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. Notwithstanding the foregoing, Notes that are to be acquired by the Company, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity. 12.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 12.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or other day on which banking institutions are not required by law or regulation to be open in the State of New York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 12.09. GOVERNING LAW. THIS INDENTURE AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 12.10. No Recourse Against Others. A director, officer, employee, stockholder or member, as such, of the Company or any of the Guarantors, shall not have any liability for any obligations of the Company or any of the Guarantors under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes. 12.11. Successors. All agreements of each of the Company and each Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 12.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 12.13. Table of Contents; Headings. The table of contents, cross reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. -74- IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. REPTRON ELECTRONICS, INC. By: ______________________________ Name: Title: _______________________________, NATIONAL ASSOCIATION, as Trustee By: ______________________________ Name: Title: -75- EXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend](1) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. A-1 No.________ $__________ Senior Secured Note due 2008 CUSIP No. ______ Reptron Electronics, Inc., a Florida corporation, promises to pay to [Cede & Co.], or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in Global Note attached hereto](2) on __________, 2008. Interest Payment Dates: ____________ and ________________. Record Dates: ______________ and _______________. Additional provisions of this Note are set forth on the other side of this Note. IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. REPTRON ELECTRONICS, INC. By: ______________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION _____________________________, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture. By: _____________________________ Authorized Signatory ------------------ (1) If the Notes is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". (2) Use the Schedule of Increases and Decreases language if Note is in Global Form. A-2 [FORM OF REVERSE SIDE OF NOTE] SENIOR SECURED NOTE DUE 2008 1. INTEREST Reptron Electronics, Inc., a Florida corporation (the "Company"), promises to pay interest on the principal amount of this Note at the rate per annum of 7.0% for the period beginning on the Closing Date (as such term is defined in the Indenture referred to below) through and including __________, 2005, and at the rate of 8.0% after _____________, 2005. The Company shall pay interest semiannually on ____________ and ____________ of each year, commencing on _____________, 2004. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from ______________, 2003, until the principal hereof is paid. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 2. METHOD OF PAYMENT The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the __________ or ___________ next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal, premium and interest, in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated Note (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 3. PAYING AGENT AND REGISTRAR Initially, ____________________, NATIONAL ASSOCIATION, a national banking association (the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar. A-3 4. INDENTURE The Company issued the Notes under an Indenture dated as of _____________, 2003 (the "Indenture"), among the Company, [list subsidiaries] (collectively, the "Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Note are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Note are senior secured obligations of the Company. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make asset dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the property of the Company. To guarantee the due and punctual payment of the principal, premium, if any, and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Note, the Note Guarantees and all other Obligations of the Company and the Guarantors are secured on a second-priority basis by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture. 5. OPTIONAL REDEMPTION The Notes shall be redeemable at the option of the Company, in whole or in part, on one or more occasions, on not less than 30 nor more than 60 days prior notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on ___________ of the years set forth below:
YEAR REDEMPTION PRICE ---- ---------------- 2003 _____% 2004 _____% 2005 _____% 2006 _____%
A-4 6. SINKING FUND The Note are not subject to any sinking fund. 7. NOTICE OF REDEMPTION Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at his or her registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. 8. REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL OR ASSET DISPOSITIONS Upon a Change of Control, any Holder of Notes will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Notes upon the occurrence of certain events upon Asset Dispositions. 9. DENOMINATIONS; TRANSFER; EXCHANGE The Note are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Notes not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed or 15 days before an interest payment date. 10. PERSONS DEEMED OWNERS Except as provided in paragraph 2 hereof, the registered Holder of this Note may be treated as the owner of it for all purposes. A-5 11. UNCLAIMED MONEY If money for the payment of principal, premium or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at their written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 12. DISCHARGE AND DEFEASANCE Subject to certain conditions, the Company at any time may terminate some of or all their obligations under the Notes and the Indenture if the Company deposit with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Notes to redemption or maturity, as the case may be. 13. AMENDMENT, SUPPLEMENT AND WAIVER Subject to certain exceptions set forth in the Indenture, (a) the Indenture, the Notes, the Note Guarantees or the Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees or the Security Documents (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article V; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (vi) to comply with any requirement of the Commission in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (vii) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture or the Security Documents; or (viii) prior to the Discharge of First Lien Obligations, to give effect to any amendment, waiver or consent in respect of any Security Document that does not materially affect the rights of the Holders. 14. DEFAULTS AND REMEDIES If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under A-6 certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 15. TRUSTEE DEALINGS WITH THE COMPANY Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 16. NO RECOURSE AGAINST OTHERS A director, officer, employee, stockholder or member, as such, of the Company or any of the Guarantors, shall not have any liability for any obligations of the Company or any of the Guarantors under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes. 17. AUTHENTICATION This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note. A-7 18. ABBREVIATIONS Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 19. GOVERNING LAW THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 20. CUSIP NUMBERS The Company may have caused CUSIP numbers to be printed on the Notes and directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of any such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS NOTE. A-8 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. ____________________________________________________ Date: ________________ Your Signature: _____________________ ____________________________________________________ Sign exactly as your name appears on the other side of this Note. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. A-9 [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have been made:
Amount of decrease in Amount of increase in Principal Amount of this Principal Amount in this Principal Global Note Date of Exchange Global Note Global Note decrease ---------------- ------------------------ ------------------------ ---------------------
A-10 OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE) SIGNATURE GUARANTEE:_______________________________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE. A-11 EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of [date], among [GUARANTOR] (the "New Guarantor"), a subsidiary of Reptron Electronics, Inc., a Florida corporation (the "Company"), [list subsidiaries] and ______________________, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H: WHEREAS the Company and [list subsidiaries] (collectively, the "Existing Guarantors") have heretofore executed and delivered to the Trustee an Indenture (the "Indenture") dated as of ____________, 2003, providing for the issuance of Senior Secured Notes due 2008 (the "Notes"); WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Company's obligations under the Notes pursuant to a Note Guarantee on the terms and conditions set forth herein; and WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all the Existing Guarantors, to unconditionally guarantee the Company's obligations under the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes. 2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. B-1 5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. [NEW GUARANTOR], By: ______________________________ Name: Title: [list subsidiaries], By: ______________________________ Name: Title: ____________________________, NATIONAL ASSOCIATION, as Trustee, By: ______________________________ Name: Title: B-2 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of ____________, 2003, among ______________________ ________________, as Agent, ____________________, NATIONAL ASSOCIATION, as Trustee, and REPTRON ELECTRONICS, INC. W I T N E S S E T H : WHEREAS, the Borrower (such term and each other capitalized term used herein having the meanings set forth in Section 1 below), certain lenders, and ______________________________, as agent for such lenders, are parties to the Loan and Security Agreement dated as of ________________ (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"); WHEREAS, the Obligations of the Borrower under the Loan Agreement are secured (together with certain other obligations) by substantially all of the assets of the Borrower; WHEREAS, the Borrower and the Trustee have entered into the Indenture dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Indenture"), pursuant to which the Borrower intends to issue the Notes; WHEREAS, the Borrower and certain lenders under the Loan Agreement have entered into an Amendment dated as of the date hereof (the "Amendment"), to the Loan Agreement that, among other things, permits, subject to certain terms and conditions, (a) the issuance of the Notes by the Borrower and (b) a second priority Lien on the Common Collateral to secure the Noteholder Claims; and WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the parties hereto enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: SECTION 1. (a) Definitions. As used in this Agreement, the following terms have the meanings specified below: "Agreement" means this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof. "Amendment" has the meaning set forth in the recitals hereto. "Bank Indebtedness" means any and all amounts payable under or in respect of the Loan Agreement and any Refinancing Indebtedness (as defined in the Indenture) with respect thereto, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Borrower whether or not a claim for post-filing interest is allowed in such proceedings), fees, EXHIBIT G charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. It is understood and agreed that Refinancing Indebtedness (as defined in the Indenture) in respect of the Loan Agreement may be Incurred (as defined in the Indenture) from time to time after termination of the Loan Agreement. "Bankruptcy Law" means Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors. "Business Day" means any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or on which banking institutions in the State of New York are required or authorized by law or other governmental action to close. "Common Collateral" means all of the assets of any Grantor, whether real, personal or mixed, constituting both Senior Lender Collateral and Noteholder Collateral. "Comparable Noteholder Collateral Document" means, in relation to any Common Collateral subject to any Lien created under any Senior Collateral Document, that Noteholder Collateral Document which creates a Lien on the same Common Collateral, granted by the same Grantor. "Credit Agent" means ___________________________________ in its capacity as agent under the Loan Agreement and the Security Documents (as defined therein) and also includes its successors hereunder as collateral agent for the Senior Lenders (or if there is more than one agent, a majority of them) under the Senior Lender Documents exercising substantially the same rights and powers, or if there is no acting Credit Agent under the Senior Loan Agreement, the Required Lenders. "Credit Facilities" means one or more debt facilities (including the Loan Agreement) or commercial paper facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, or any debt securities or other form of debt financing (including convertible or exchangeable debt instruments), in each case, as amended, supplemented, modified, extended, renewed, restated or refunded in whole or in part from time to time. "Discharge of Senior Lender Claims" means, except to the extent otherwise provided in Section 5.6, payment in full in cash of (a) the principal of and interest and premium, if any, on all Indebtedness outstanding under the First-Lien Credit Facilities or, with respect to letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with such First-Lien Credit Facilities, as applicable, in each case after or concurrently with termination of all commitments to extend credit thereunder and (b) any other Senior Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid. "Existing Loan Agreement" has the meaning set forth in the recitals hereto. "First-Lien Credit Facilities" means (a) the Credit Facilities provided pursuant to the Loan Agreement and (b) any other Credit Facility, that, in the case of both clauses (a) and (b), is -2- secured by a Permitted Lien (as defined in the Indenture) described in clause (a) or (b) of the definition thereof and (except for the Credit Facilities provided pursuant to the Existing Loan Agreement) is designated by the Borrower as a "First-Lien Credit Facility" for purposes of the Indenture. "Future First-Lien Credit Facility" means any First-Lien Credit Facility (other than the Existing Loan Agreement) that is designated by the Borrower as a "First-Lien Credit Facility" for purposes of the Indenture after the date hereof. "Grantors" means each of the Borrower and the Subsidiaries that has executed and delivered a Noteholder Collateral Document or a Senior Collateral Document. "Indebtedness" means and includes all Obligations that constitute "Indebtedness" within the meaning of the Indenture or the Senior Loan Agreement. "Indenture" has the meaning set forth in the recitals hereto. "Insolvency or Liquidation Proceeding" means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Loan Agreement" means the Existing Loan Agreement and all other Loan Documents (as defined therein) and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof (except to the extent that any such amendment, supplement, modification, extension, renewal, restatement or refunding would be prohibited by the terms of the Indenture, unless otherwise agreed to by the Holders of at least a majority in aggregate principal amount of Notes at the time outstanding) and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof. "Noteholder Claims" means all Obligations in respect of the Notes or arising under the Noteholder Documents or any of them. -3- "Noteholder Collateral" means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Claim. "Noteholder Collateral Documents" means the Noteholder Security Agreement and any other document or instrument pursuant to which a Lien is granted by any Grantor to secure any Noteholder Claims or under which rights or remedies with respect to any such Lien are governed. "Noteholder Documents" means (a) the Indenture, the Notes, the Noteholder Collateral Documents and any document or instrument evidencing or governing any Other Second-Lien Obligations (as defined in the Indenture) and any (b) other related document or instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder. "Noteholder Security Agreement" means the Security Agreement, dated as of the date hereof, among the Borrower, the other Grantors and the Trustee. "Noteholders" means the Persons holding Noteholder Claims. "Notes" means (a) the Senior Secured Notes due 2008 to be issued by the Borrower, and (b) any additional notes issued under the Indenture by the Borrower, to the extent permitted by the Indenture and the Senior Loan Agreement. "Obligations" means any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any Indebtedness, or (c) any obligation to post cash collateral in respect of letters of credit and any other obligations. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof. "Pledged Collateral" means any Common Collateral in the possession of the Credit Agent (or its agents or bailees), to the extent that possession thereof is necessary to perfect a Lien thereon under the Uniform Commercial Code. "Recovery" has the meaning set forth in Section 6.5 hereof. "Required Lenders" means, with respect to any amendment or modification of the Senior Loan Agreement, or any termination or waiver of any provision of the Senior Loan Agreement, or any consent or departure by the Borrower or any of the Subsidiaries therefrom, those Senior Lenders the approval of which is required to approve such amendment or modification, termination or waiver or consent or departure. -4- "Senior Collateral Documents" means the Security Documents (as defined in the Existing Loan Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Senior Lender Claims or under which rights or remedies with respect to such Liens are governed. "Senior Loan Agreement" means the Existing Loan Agreement; provided that if at any time a Discharge of Senior Lender Claims occurs with respect to the Existing Loan Agreement (without giving effect to Section 5.6), then, to the extent provided in Section 5.6, the term "Senior Loan Agreement" means the Future First-Lien Credit Facility designated by the Borrower as the "Senior Loan Agreement" in accordance with such Section. "Senior Lender Claims" means (a) all Bank Indebtedness and all other Indebtedness outstanding under one or more of the Senior Lender Documents, including any Future First-Lien Credit Facilities, the Indebtedness under each of which (i) constitutes Permitted Debt (as defined in the Indenture) or is otherwise permitted by the Indenture, (ii) is designated by the Borrower as "Loan Agreement Obligations" for purposes of the Indenture and (iii) is secured by a Permitted Lien (as defined in the Indenture) described in clause (a) of the definition thereof, and (b) all other Obligations (not constituting Indebtedness) of the Borrower or any Grantor under the Senior Lender Documents or any such other Future First-Lien Credit Facility. To the extent any payment with respect to the Senior Lender Claims (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. "Senior Lender Collateral" means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Lender Claim. "Senior Lender Documents" means the Senior Loan Agreement, the Senior Collateral Documents, and each of the other agreements, documents and instruments providing for or evidencing any other Obligation under the Loan Agreement or any Future First-Lien Credit Facility, and any other related document or instrument executed or delivered pursuant to any Senior Lender Document at any time or otherwise evidencing any Senior Lender Claims. "Senior Lenders" means the Persons holding Senior Lender Claims, including the Credit Agent. "Subsidiary" means any "Subsidiary" of the Borrower, as defined in the Indenture or the Senior Loan Agreement. "Trustee" means __________________________, National Association, in its capacity as trustee under the Indenture and collateral agent under the Noteholder Collateral Documents, and also includes its successors hereunder as collateral agent for the Noteholders under the Noteholder Collateral Documents. "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York. -5- (b) Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. SECTION 2. LIEN PRIORITIES. 2.1 Subordination. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to the Trustee or the Noteholders on the Common Collateral or of any Liens granted to the Credit Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Noteholder Documents or the Senior Lender Documents or any other circumstance whatsoever, the Trustee, on behalf of itself and the Noteholders, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Credit Agent or any Senior Lenders or any agent or trustee therefor shall be senior in all respects and prior to any Lien on the Common Collateral securing any of the Noteholder Claims; and (b) any Lien on the Common Collateral now or hereafter held by or on behalf of the Trustee or any Noteholders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Noteholder Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. 2.2 No New Liens. So long as the Discharge of Senior Lender Claims has not occurred, (a) the parties hereto agree that, after the date hereof, if the Trustee shall hold any Lien on any assets of the Borrower or any other Grantor securing any Noteholder Claims that are not also subject to the first-priority Lien of the Credit Agent under the Senior Lender Documents, the Trustee, upon demand by the Credit Agent or the Borrower, will either release such Lien or assign it to the Credit Agent as security for the Senior Lender Claims, and (b) each of the Borrower agrees that it will not, and will not permit any Subsidiary to, grant or permit to exist any Lien on any assets of the Borrower or any of its Subsidiaries to secure any Noteholder Claim unless a perfected prior Lien on the same assets has been granted to secure the Senior Lender Claims. -6- SECTION 3. ENFORCEMENT. 3.1 Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, (i) the Trustee and the Noteholders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought by the Credit Agent or any Senior Lender, the exercise of any right under any lockbox agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Credit Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Credit Agent or the Senior Lenders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Credit Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) above, the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a) above, (i) the Trustee, for itself or on behalf of the Noteholders, agrees that the Trustee and the Noteholders will not take -7- any action that would hinder any exercise of remedies undertaken by the Credit Agent under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of the Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the Credit Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Credit Agent or Senior Lenders is adverse to the interest of the Noteholders. (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be deemed to restrict in any way the rights and remedies of the Credit Agent or the Senior Lenders with respect to the Common Collateral as set forth in this Agreement and the Senior Lender Documents. 3.2 Cooperation. Subject to the proviso in clause (ii) of Section 3.1(a) above, the Trustee, on behalf of itself and the Noteholders, agrees that, unless and until the Discharge of Senior Lender Claims has occurred, it will not commence, or join with any Person (other than the Senior Lenders and the Credit Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it under any of the Noteholder Documents or otherwise. SECTION 4. PAYMENTS. 4.1 Application of Proceeds. As long as the Discharge of Senior Lender Claims has not occurred, the Common Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Common Collateral upon the exercise of remedies, shall be applied by the Credit Agent to the Senior Lender Claims in such order as specified in the relevant Senior Lender Documents until the Discharge of Senior Lender Claims has occurred. Upon the Discharge of the Senior Lender Claims, the Credit Agent shall deliver to the Trustee any proceeds of Common Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Trustee to the Noteholder Claims in such order as specified in the relevant Noteholder Documents. 4.2 Payments Over. Any Common Collateral or proceeds thereof received by the Trustee or any Noteholder in connection with the exercise of any right or remedy (including set-off) relating to the Common Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Credit Agent for the benefit of the Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Credit Agent is hereby authorized to make any such endorsements as agent for the Trustee or any such Noteholder. This authorization is coupled with an interest and is irrevocable. -8- SECTION 5. OTHER AGREEMENTS. 5.1 Releases. (a) If in connection with: (i) the exercise of the Credit Agent's remedies in respect of the Common Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such Common Collateral; (ii) any sale, lease, exchange, transfer or other disposition of any Common Collateral permitted under the terms of the Senior Loan Agreement (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) and permitted or not prohibited under Section 4.06 of the Indenture (Asset Sales); or (iii) any agreement between the Credit Agent and the Borrower or any other Grantor to release the Credit Agent's Lien on any portion of the Common Collateral or to release any Grantor from its obligations under its guaranty of the Senior Lender Claims, provided that after giving effect to the release, Obligations secured by the first priority Liens on the remaining Common Collateral remain outstanding; the Credit Agent, for itself or on behalf of any of the Senior Lenders, releases any of its Liens on any part of the Common Collateral (or any Grantor from its obligations under its guaranty of the Senior Lender Claims), the Liens, if any, of the Trustee, for itself or for the benefit of the Noteholders, on such Common Collateral (and the obligations of such Grantor under its guaranty of the Noteholder Claims) shall be automatically, unconditionally and simultaneously released and the Trustee, for itself or on behalf of any such Noteholder, promptly shall execute and deliver to the Credit Agent or such Grantor such termination statements, releases and other documents as the Credit Agent or such Grantor may request to effectively confirm such release. (b) The Trustee, for itself and on behalf of the Noteholders, hereby irrevocably constitutes and appoints the Credit Agent and any officer or agent of the Credit Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Trustee or such holder or in the Credit Agent's own name, from time to time in the Credit Agent's discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. 5.2 Insurance. Unless and until the Discharge of Senior Lender Claims has occurred, the Credit Agent and the Senior Lenders shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Lender Documents, to adjust settlement for any insurance policy covering the Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. Unless and until the Discharge of Senior Lender Claims has occurred, all proceeds of any such policy and any such award if in respect to the Common Collateral shall be paid to the Credit Agent for the benefit of the Senior Lenders to the extent required under the Senior Lender -9- Documents and thereafter to the Trustee for the benefit of the Noteholders to the extent required under the applicable Noteholder Documents and then to the owner of the subject property or as a court of competent jurisdiction may otherwise direct. If the Trustee or any Noteholder shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Credit Agent in accordance with the terms of Section 4.2. 5.3 Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Credit Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be prohibited by or inconsistent with any of the terms of the Senior Lender Documents. The Trustee agrees that each Noteholder Collateral Document shall include the following language (or language to similar effect approved by the Credit Agent): "Notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of ____________, 2003 (as amended, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Reptron Electronics, Inc., ______________________________, as agent, and _______________, National Association, as Trustee. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern." In addition, the Trustee agrees that each Noteholder Mortgage covering any Common Collateral shall contain such other language as the Credit Agent may reasonably request to reflect the subordination of such Noteholder Mortgage to the Senior Collateral Document covering such Common Collateral. (b) In the event the Credit Agent or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Credit Agent, the Senior Lenders, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Indenture and the Comparable Noteholder Collateral Document without the consent of the Trustee or the Noteholders and without any action by the Trustee, the Borrower or any other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1 and (B) notice of such amendment, waiver or consent shall have been given to the Trustee. 5.4 Rights As Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Trustee and the Noteholders may exercise rights and remedies as an unsecured creditor against the Borrower or any Subsidiary that has guaranteed the Noteholder Claims in -10- accordance with the terms of the Noteholder Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the Trustee or any Noteholders of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the Trustee or any Noteholder of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Trustee or any Noteholder becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing Senior Lender Claims on the same basis as the other Liens securing the Noteholder Claims are so subordinated to such Senior Lender Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Credit Agent or the Senior Lenders may have with respect to the Senior Lender Collateral. 5.5 Bailee for Perfection. (a) The Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Trustee and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Pledge Agreement, subject to the terms and conditions of this Section 5.5. (b) Until the Discharge of Senior Lender Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents. The rights of the Trustee shall at all times be subject to the terms of this Agreement and to the Credit Agent's rights under the Senior Lender Documents. (c) The Credit Agent shall have no obligation whatsoever to the Trustee or any Noteholder to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the Trustee for purposes of perfecting the Lien held by the Trustee. (d) The Credit Agent shall not have by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Trustee or any Noteholder. (e) Upon the Discharge of Senior Lender Claims, the Credit Agent shall deliver to the Trustee the remaining Pledged Collateral (if any) together with any necessary endorsements (or otherwise allow the Trustee to obtain control of such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct. 5.6 When Discharge of Senior Lender Claims Deemed to Not Have Occurred. If at any time after the Discharge of Senior Lender Claims has occurred the Borrower designates any Future First-Lien Credit Facility to be the "Senior Loan Agreement" hereunder, then such Discharge of Senior Lender Claims shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Lender Claims), and -11- such Future First-Lien Credit Facility shall automatically be treated as the Senior Loan Agreement for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein. Upon receipt of notice of such designation (including the identity of the new Credit Agent), the Trustee shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such new Credit Agent shall reasonably request in order to provide to the new Credit Agent the rights of the Credit Agent contemplated hereby and (ii) deliver to the Credit Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow such Credit Agent to obtain control of such Pledged Collateral). SECTION 6. INSOLVENCY OR LIQUIDATION PROCEEDINGS. 6.1 Financing Issues. If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Credit Agent shall desire to permit the use of cash collateral or to permit the Borrower or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law ("DIP Financing"), then the Trustee, on behalf of itself and the Noteholders, agrees that it will raise no objection to such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by Section 6.3) and, to the extent the Liens securing the Senior Lender Claims are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Noteholder Claims are so subordinated to Senior Lender Claims under this Agreement. 6.2 Relief from the Automatic Stay. Until the Discharge of Senior Lender Claims has occurred, the Trustee, on behalf of itself and the Noteholders, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral, without the prior written consent of the Credit Agent and the Required Lenders. 6.3 Adequate Protection. The Trustee, on behalf of itself and the Noteholders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Credit Agent or the Senior Lenders for adequate protection or (b) any objection by the Credit Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Credit Agent or the Senior Lenders claiming a lack of adequate protection. Notwithstanding the foregoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then the Trustee, on behalf of itself or any of the Noteholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Noteholder Claims are so subordinated to the Senior Lender Claims under this Agreement, and (ii) in the event the Trustee, on behalf of itself and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then the Trustee, on behalf of itself or any of the Noteholders, agrees that the Credit Agent shall also be granted a senior Lien on such additional -12- collateral as security for the Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Noteholder Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Noteholder Claims are so subordinated to such Senior Lender Claims under this Agreement. 6.4 No Waiver. Nothing contained herein shall prohibit or in any way limit the Credit Agent or any Senior Lender from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Trustee or any of the Noteholders, including the seeking by the Trustee or any Noteholder of adequate protection or the asserting by the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Documents or otherwise. 6.5 Preference Issues. If any Senior Lender is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor any amount (a "Recovery"), then the Senior Lender Claims shall be reinstated to the extent of such Recovery and the Senior Lenders shall be entitled to a Discharge of Senior Lender Claims with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. SECTION 7. RELIANCE; WAIVERS; ETC. 7.1 Reliance. The consent by the Senior Lenders to the execution and delivery of the Noteholder Documents and the grant to the Trustee on behalf of the Noteholders of a Lien on the Common Collateral and all loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Lenders to the Borrower or any Grantor shall be deemed to have been given and made in reliance upon this Agreement. The Trustee, on behalf of itself and the Noteholders, acknowledges that it and the Noteholders have, independently and without reliance on the Credit Agent or any Senior Lender, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Indenture, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decision in taking or not taking any action under the Indenture or this Agreement. 7.2 No Warranties or Liability. The Trustee, on behalf of itself and Noteholders, acknowledges and agrees that each of the Credit Agent and the Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Credit Agent nor any Senior Lender shall have any duty to the Trustee or -13- any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Subsidiary thereof (including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with. 7.3 No Waiver of Lien Priorities. (a) No right of the Senior Lenders, the Credit Agent or any of them to enforce any provision of this Agreement or any Senior Lender Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any other Grantor or by any act or failure to act by any Senior Lender or the Credit Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Senior Lender Documents or any of the Noteholder Documents, regardless of any knowledge thereof which the Credit Agent or the Senior Lenders, or any of them, may have or be otherwise charged with; (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Borrower and the other Grantors under the Senior Lender Documents), the Senior Lenders, the Credit Agent and any of them, may, at any time and from time to time, without the consent of, or notice to, the Trustee or any Noteholder, without incurring any liabilities to the Trustee or any Noteholder and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Trustee or any Noteholder is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Senior Lender Claims or any Lien on any Senior Lender Collateral or guaranty thereof or any liability of the Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Senior Lender Claims, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Credit Agent or any of the Senior Lenders, the Senior Lender Claims or any of the Senior Lender Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Lender Collateral or any liability of the Borrower or any other Grantor to the Senior Lenders or the Credit Agent, or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Senior Lender Claim or any other liability of the Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior Lender Claims) in any manner or order; and (iv) exercise or delay in or refrain from exercising any right or remedy against the Borrower or any security or any other Grantor or any other Person, elect any remedy -14- and otherwise deal freely with the Borrower, any other Grantor or any Senior Lender Collateral and any security and any guarantor or any liability of the Borrower or any other Grantor to the Senior Lenders or any liability incurred directly or indirectly in respect thereof. (c) The Trustee, on behalf of itself and the Noteholders, also agrees that the Senior Lenders and the Credit Agent shall have no liability to the Trustee or any Noteholder, and the Trustee, on behalf of itself and the Noteholders, hereby waives any claim against any Senior Lender or the Credit Agent, arising out of any and all actions which the Senior Lenders or the Credit Agent may take or permit or omit to take with respect to: (i) the Senior Lender Documents, (ii) the collection of the Senior Lender Claims or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Senior Lender Collateral. The Trustee, on behalf of itself and the Noteholders, agrees that the Senior Lenders and the Credit Agent have no duty to them in respect of the maintenance or preservation of the Senior Lender Collateral, the Senior Lender Claims or otherwise; and (d) The Trustee, on behalf of itself and the Noteholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law or any other similar rights a junior secured creditor may have under applicable law. 7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the Credit Agent and the Senior Lenders and the Trustee and the Noteholders, respectively, hereunder shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Senior Lender Documents or any Noteholder Documents; (b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Lender Claims or Noteholder Claims, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Senior Loan Agreement or any other Senior Lender Document or of the terms of the Indenture or any other Noteholder Document; (c) any exchange of any security interest in any Common Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Lender Claims or Noteholder Claims or any guarantee thereof; (d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or any other Grantor; or (e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Borrower or any other Grantor in respect of the Senior Lender Claims, or of the Trustee or any Noteholder in respect of this Agreement. -15- SECTION 8. MISCELLANEOUS. 8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the Senior Lender Documents or the Noteholder Documents, the provisions of this Agreement shall govern. 8.2 Continuing Nature of this Agreement; Severability. This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to the Trustee or any Noteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Grantor constituting Senior Lender Claims on reliance hereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Trustee or the Credit Agent shall be deemed to be made unless the same shall be in writing signed on behalf of the party making the same or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. The Borrower and other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent their rights are directly affected. 8.4 Information Concerning Financial Condition of the Borrower and the Subsidiaries. The Credit Agent and the Senior Lenders, on the one hand, and the Trustee and the Noteholders, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Borrower and the Subsidiaries and all endorsers and/or guarantors of the Noteholder Claims or the Senior Lender Claims and (b) all other circumstances bearing upon the risk of nonpayment of the Noteholder Claims or the Senior Lender Claims. The Credit Agent and the Senior Lenders shall have no duty to advise the Trustee or any Noteholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the Credit Agent or any of the Senior Lenders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Trustee or any Noteholder, it or they shall be under no obligation (w) to make, and the Credit Agent and the Senior Lenders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. -16- 8.5 Subrogation. The Trustee, on behalf of itself and the Noteholders, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Lender Claims has occurred. 8.6 Application of Payments. All payments received by the Senior Lenders may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Lender Claims as the Senior Lenders, in their sole discretion, deem appropriate. The Trustee, on behalf of itself and the Noteholders, assents to any extension or postponement of the time of payment of the Senior Lender Claims or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the Senior Lender Claims and to the addition or release of any other Person primarily or secondarily liable therefor. 8.7 CONSENT TO JURISDICTION; WAIVERS. THE PARTIES HERETO CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK, NEW YORK, AND CONSENT THAT ALL SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AS PROVIDED IN SECTION 8.8 BELOW FOR SUCH PARTY. SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED THREE DAYS AFTER THE SAME SHALL BE POSTED AS AFORESAID. THE PARTIES HERETO WAIVE ANY OBJECTION TO ANY ACTION INSTITUTED HEREUNDER BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO THE VENUE OF ANY ACTION INSTITUTED HEREUNDER. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO. 8.8 Notices. All notices to the Noteholders and the Senior Lenders permitted or required under this Agreement may be sent to the Trustee and the Credit Agent, respectively. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or four Business Days after deposit in the U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party's name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. 8.9 Further Assurances. The Trustee, on behalf of itself and the Noteholders, agrees that each of them shall take such further action and shall execute and deliver to the Credit Agent and the Senior Lenders such additional documents and instruments (in recordable form, if requested) as the Credit Agent or the Senior Lenders may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement. -17- 8.10 GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES BOUND HEREBY DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the Credit Agent, the Senior Lenders, the Trustee, the Noteholders, the Borrower and their respective permitted successors and assigns. 8.12 Specific Performance. The Credit Agent may demand specific performance of this Agreement. The Trustee, on behalf of itself and the Noteholders, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Credit Agent. 8.13 Section Titles; Time Periods. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement. 8.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document. 8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. 8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of the holders of Senior Lender Claims and Noteholder Claims. No other Person shall have or be entitled to assert rights or benefits hereunder. 8.17 Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Borrower or any other Grantor shall include the Borrower or any other Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. 8.18 Credit Agent and Trustee. It is understood and agreed that (a) ___________ ___________________ is entering into this Agreement in its capacity as agent and the provisions of Article XII of the Existing Loan Agreement applicable to _________________________________ as agent thereunder shall also apply to ___________________________ as agent hereunder, and (b) ______________, National Association is entering in this Agreement in its capacity as Trustee and the provisions of Article 7 of the Indenture applicable to the Trustee thereunder shall also apply to the Trustee hereunder. -18- 8.19 Designations. For purposes of the provisions hereof and the Indenture requiring the Borrower to designate Indebtedness for the purposes of the term "First-Lien Credit Facilities" or any other designations for any other purposes hereunder or under the Indenture, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the Borrower by an officer thereof and delivered to the Trustee and the Credit Agent. For all purposes hereof and the Indenture, the Borrower hereby designates the Credit Facilities provided pursuant to the Existing Loan Agreement as a First-Lien Credit Facility. -19- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Credit Agent: _____________________________________________ By: _________________________________________ Name: Title: Address: [insert address] Attention: Telecopy No.: Trustee: ______________________, NATIONAL ASSOCIATION, as Trustee, By: _________________________________________ Name: Title: Address: [insert address] Attention: Telecopy No.: REPTRON ELECTRONICS, INC. By: _________________________________________ Name: Title: Address: [insert address] Attention: Telecopy No.: -20- SECURITY AGREEMENT SECURITY AGREEMENT dated as of ____________, 2003, among REPTRON ELECTRONICS, INC., a Florida corporation (the "Issuer"), each subsidiary of the Issuer listed on Schedule I hereto (each such subsidiary individually a "Subsidiary" or a "Guarantor" and, collectively, the "Subsidiaries" or the "Guarantors"; the Guarantors and the Issuer are referred to collectively herein as the "Grantors") and ______________________, NATIONAL ASSOCIATION, a national banking association ("Trustee"), as trustee under the Indenture referred to below and as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined herein). W I T N E S S E T H: WHEREAS, pursuant to the terms, conditions and provisions of the Indenture dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), among the Issuer, the Guarantors and the Trustee, as trustee, the Issuer is issuing $____,000,000 aggregate principal amount of Senior Secured Notes due 2008 (collectively, the "Notes") which will be guaranteed on a senior secured basis by each of the Guarantors; WHEREAS, pursuant to the Loan and Security Agreement dated as of October 10, 2002 (as amended, supplemented or otherwise modified from time to time, the "Existing Loan Agreement"), among the Issuer, certain lenders, and _________________________, as agent for such lenders (the "Credit Agent"), the Issuer has granted to the Credit Agent a first-priority lien and security interest in the Collateral (as defined below); WHEREAS, the Issuer, the Collateral Agent and the Credit Agent have entered into an Intercreditor Agreement, dated as of the date hereof (the "Intercreditor Agreement"), pursuant to which the lien and security interest in the Collateral granted by this Agreement are and shall be subordinated in all respects to the lien and security interest in the Collateral granted pursuant to, and all terms and conditions of, the Senior Lender Documents (as defined below); WHEREAS, each Grantor is executing and delivering this Agreement pursuant to the terms of the Indenture to induce the Trustee to enter into the Indenture; and WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement. NOW, THEREFORE, for and in consideration of the premises, and of the mutual covenants herein contained, and in order to induce the Trustee to enter into the Indenture, each Grantor and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows: EXHIBIT H ARTICLE I DEFINITIONS Section 1.01 Definition of Terms Used Herein. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. Section 1.02 Definition of Certain Terms Used Herein. As used herein, the following terms shall have the following meanings: "Account Debtor" shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account. "Accounts" shall mean all present and future rights of any Grantor to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with the card. "Affiliate" shall mean, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person, and without limiting the generality of the foregoing, includes (i) any Person which beneficially owns or holds fifteen (15%) percent or more of any class of Voting Stock of such Person or other equity interests in such Person, (a) any Person of which such Person beneficially owns or holds fifteen (15%) percent or more of any class of Voting Stock or in which such Person beneficially owns or holds fifteen (15%) percent or more of the equity interests and (b) any director or executive officer of such Person. For the purposes of this definition, the term "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by agreement or otherwise. "Collateral" shall mean all personal and real property and fixtures, and interests in property and fixtures, of each Grantor, whether now owned or hereafter acquired or existing, and wherever located, including the following: (a) all Accounts; (b) all General Intangibles, including, without limitation, all Intellectual Property; (c) all goods, including, without limitation, Inventory and Equipment; (d) all Real Property and fixtures; (e) all chattel paper, including, without limitation, all tangible and electronic chattel paper; -2- (f) all instruments, including, without limitation, all promissory notes; (g) all documents; (h) all deposit accounts; (i) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights; (j) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors; (k) all (i) investment property (including Securities, whether certificated or uncertificated, Securities Accounts, Security Entitlements, Commodity Contracts or Commodity Accounts) and (ii) monies, credit balances, deposits and other property of each Grantor now or hereafter held or received by or in transit to agent, any lender or their Affiliates under any First-Lien Credit Facility or at any other depository or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (l) all commercial tort claims; (m) to the extent not otherwise described above, all Receivables and all Pledged Collateral; (n) all Records; and (o) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. "Commodity Account" shall mean an account maintained by a Commodity Intermediary in which a Commodity Contract is carried out for a Commodity Customer. "Commodity Contract" shall mean a commodity futures contract, an option on a commodity futures contract, a commodity option or any other contract that, in each case, is (a) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities laws or (b) traded on a foreign commodity board of trade, exchange or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer. -3- "Commodity Customer" shall mean a Person for whom a Commodity Intermediary carries a Commodity Contract on its books. "Commodity Intermediary" shall mean (a) a Person who is registered as a futures commission merchant under the federal commodities laws or (b) a Person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities laws. "Copyright License" shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or which such Grantor otherwise has the right to license, or granting any right to such Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement. "Copyrights" shall mean all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II. "Discharge of Senior Lender Claims" shall have the meaning assigned to such term in the Intercreditor Agreement. "Entitlement Holder" shall mean a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such Person is the Entitlement Holder. "Equipment" shall mean all of each Grantor's now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment (whether owned or licensed and including embedded software), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located. "Existing Loan Agreement" shall have the meaning assigned to such term in the recitals of this Agreement. "Financial Asset" shall mean (a) a Security, (b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment or (c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the Uniform Commercial Code. As the context requires, the term Financial Asset shall mean either the interest itself or the means by which a Person's claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement. -4- "First-Lien Termination Date" shall mean, subject to Section 5.6 of the Intercreditor Agreement, the date on which the Discharge of Senior Lender Claims occurs. "Fixtures" shall mean all items of Equipment, whether now owned or hereafter acquired, of any Grantor that become so related to particular real estate that an interest in them arises under any real estate law applicable thereto. "General Intangibles" shall mean all "general intangibles" (as defined in the UCC) of any Grantor and shall include choses in action and causes of action and all other assignable intangible personal property of any Grantor of every kind and nature (other than Receivables) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Receivables. "Hedging Agreement" shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. "Indenture Documents" shall mean the Indenture, the Notes, this Agreement, the other Security Documents and the Intercreditor Agreement, as such agreements may be amended, supplemented or otherwise modified from time to time. "Intellectual Property" shall mean each Grantor's now owned and hereafter arising or acquired: Patents, Patent Licenses, Copyrights, works which are the subject matter of Copyrights, Copyright Licenses, Trademarks, and licenses and rights to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the license of any trademark); customer and other lists in whatever form maintained; trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registration; software and contract rights relating to computer software programs, in whatever form created or maintained. "Intellectual Property" shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. "Intercreditor Agreement" shall have the meaning assigned to such term in the recitals of this Agreement. -5- "Inventory" shall mean all of each Grantor's now owned and hereafter existing or acquired goods, wherever located, which (a) are leased by a Grantor as lessor; (b) are held by a Grantor for sale or lease or to be furnished under a contract of service; (c) are furnished by a Grantor under a contract of service; or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business. "Investment Property" shall mean all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter acquired by any Grantor. "License" shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party, including those listed on Schedule III (other than those license agreements in existence on the date hereof and listed on Schedule III and those license agreements entered into after the date hereof, which by their terms prohibit assignment or a grant of a security interest by such Grantor as licensee thereunder). "Obligations" shall mean all obligations of the Issuer and the Guarantors under the Indenture, the Notes and the other Indenture Documents, including obligations to the Trustee and the Collateral Agent, whether for payment of principal of, interest on or additional interest, if any, on the Notes and all other monetary obligations of the Issuer and the Guarantors under the Indenture, the Notes and the other Indenture Documents, whether for fees, expenses, indemnification or otherwise. "Patent License" shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement. "Patents" shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule IV, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. "Perfection Certificate" shall mean a certificate substantially in the form of Annex 2 hereto, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by an Officer of the Issuer. "Person" or "person" shall mean any individual, sole proprietorship, partnership, corporation, limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof. -6- "Pledged Collateral" shall mean (a) the Pledged Equity Interests, (b) the Pledged Debt Securities, (c) all other property that has been or may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5.02 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Securities referred to in clauses (a) and (b) above; (e) subject to Section 5.02 hereof, all rights and privileges of such Grantor with respect to the Securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing. "Pledged Equity Interests" shall mean all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person in which any Grantor now or in the future has or shall have any interest and the certificates representing same; provided that the Pledged Equity Interests shall not include, to the extent that applicable law requires that a Subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares. "Pledged Debt Securities" shall mean (a) all debt securities owned by any Grantor, (b) any debt securities in the future issued to or acquired by such Grantor and (c) the promissory notes and any other instruments evidencing such debt securities. "Proceeds" shall mean "proceeds" (as defined in the UCC) of any Grantor and shall include any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property which constitutes Collateral, and shall include, (a) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (b) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. "Real Property" shall mean all now owned and hereafter acquired real property of each Grantor, including leasehold interests, together with all buildings, structures, and other improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located. "Receivables" shall mean all of the following now owned or hereafter arising or acquired property of each Grantor: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all payment intangibles of a Grantor; (d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to a Grantor or otherwise in favor -7- of or delivered to a Grantor in connection with any Account; or (e) all other accounts, contract rights, chattel paper, instruments, notes, General Intangibles and other forms of obligations owing to a Grantor, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other General Intangibles), rendition of services or from loans or advances by a Grantor or to or for the benefit of any third person (including loans or advances to any Affiliates or subsidiaries of a Grantor) or otherwise associated with any Accounts, Inventory or General Intangibles of a Grantor (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, any funds which may become payable to a Grantor in connection with the termination of any employee benefit plan and any other amounts payable to a Grantor from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which a Grantor is a beneficiary). "Records" shall mean all of each Grantor's present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any Account Debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of a Grantor with respect to the foregoing maintained with or by any other Person). "Secured Parties" shall mean the Trustee, the Collateral Agent, each Holder and the successors and assigns of each of the foregoing. "Securities" shall mean any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations and (c)(i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the Uniform Commercial Code. "Securities Account" shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset. "Security Entitlements" shall mean the rights and property interests of an Entitlement Holder with respect to a Financial Asset. "Security Interest" shall have the meaning assigned to such term in Section 2.01. "Security Intermediary" shall mean (a) a clearing corporation or (b) a Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity. -8- "Senior Lender Claims" shall have the meaning assigned to such term in the Intercreditor Agreement. "Senior Lender Documents" shall have the meaning assigned to such term in the Intercreditor Agreement. "Trademark License" shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement. "Trademarks" shall mean all of the following: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and General Intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule V, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. "Voting Stock" shall mean, with respect to any Person, (a) one (1) or more classes of capital stock of such Person having general voting powers to elect at least a majority of the board of directors, managers or trustees of such Person, irrespective of whether at the time capital stock of any other class or classes have or might have voting power by reason of the happening of any contingency, and (b) any capital stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into capital stock of such Person described in clause (a) of this definition. Section 1.03 Terms Defined in UCC. All terms used herein which are defined in the UCC shall have the meanings given therein unless otherwise defined in this Agreement. Section 1.04 Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and -9- Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. ARTICLE II SECURITY INTEREST Section 2.01 Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). Without limiting the foregoing, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantors, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Section 2.02 No Assumption of Liability. The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. ARTICLE III REPRESENTATIONS AND WARRANTIES The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that: Section 3.01 Title and Authority. Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained. Section 3.02 Filings. (a) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects. Fully executed Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been delivered to the Collateral Agent for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate, -10- which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected second-priority security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. (b) Each Grantor shall ensure that fully executed security agreements in the form hereof (or short-form supplements to this Agreement in form and substance satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property shall have been received and recorded within three months after the execution of this Agreement with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and within one month after the execution of this Agreement with respect to United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction in the United States (or any political subdivision thereof) and its territories and possessions, to protect the validity of and to establish a legal, valid and perfected second-priority security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof). Section 3.03 Validity and Perfection of Security Interest. The Security Interest constitutes (a) a legal and valid second-priority security interest in all the Collateral securing the payment and performance of the Obligations, (b) subject to the filings described in Section 3.02 above, a perfected second-priority security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other analogous applicable law in such jurisdictions, (c) a second-priority security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. Section 261 or 15 U.S.C. Section 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. Section 205 and otherwise as may be required to pursuant to the laws of any other necessary -11- jurisdiction in the United States (or any political subdivision thereof) and its territories and possessions and (d) upon delivery to the Collateral Agent of the Pledged Collateral, including certificates or other documents representing or evidencing the Pledged Collateral, in accordance with this Agreement, a valid and perfected second-priority lien upon and security interest in such Pledged Collateral. The Security Interest is and shall be a second-priority Security Interest, prior to any other Lien on any of the Collateral, other than (x) Liens securing Senior Lender Claims or (y) any other Permitted Liens. Section 3.04 Absence of Other Liens. The Collateral is owned by the Grantors free and clear of any Lien, except for (x) Liens securing Senior Lender Claims and (y) any other Permitted Liens. The Grantor has not filed or consented to the filing of (a) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral, (b) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (c) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for (x) Liens securing Senior Lender Claims and (y) any other Permitted Liens. Section 3.05 Pledged Collateral. The pledge of the Pledged Collateral pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof. ARTICLE IV COVENANTS Section 4.01 Records. Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent an updated Perfection Certificate, noting all material changes, if any, since the date of the most recent Perfection Certificate. Section 4.02 Protection of Security. Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien other than Permitted Liens. Section 4.03 Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, may from time to time request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and -12- delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. Section 4.04 Inspection and Verification. The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, at reasonable times and intervals during normal business hours upon reasonable advance notice to the respective Grantor and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of the Collateral. Section 4.05 Taxes; Encumbrances. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, at its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted under the Indenture, and may pay for the maintenance and preservation of the Collateral, in each case to the extent any Grantor fails to do so as required by the Indenture or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Indenture Documents. Section 4.06 Assignment of Security Interest. If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent to the extent permitted by any contracts or arrangements to which such property is subject. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest. Section 4.07 Continuing Obligations of the Grantors. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance. Section 4.08 Use and Disposition of Collateral. None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by the Indenture. None of the Grantors shall make or permit to be made any transfer of the Collateral and each Grantor shall remain at all times in possession of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business and (b) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that -13- during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Indenture or any other Indenture Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any material Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and shall have agreed in writing to hold the Inventory subject to the Security Interest and the instructions of the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) and to waive and release any Lien held by it with respect to such Inventory, whether arising by operation of law or otherwise. Section 4.09 Limitation on Modification of Accounts. None of the Grantors will, without the prior written consent of the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) grant any extension of the time of payment of any of the Receivables, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices. Section 4.10 Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment with financially sound and reputable insurance companies in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Subject to the Intercreditor Agreement, each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Subject to the Intercreditor Agreement, in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. Subject to the Intercreditor Agreement, all sums disbursed by the Collateral Agent in connection with this Section 4.10, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. Section 4.11 Legend. If any Receivables of any Grantor are evidenced by chattel paper, such Grantor shall legend, in form and manner satisfactory to the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), such Receivables and its books, records and documents evidencing or pertaining thereto with an appropriate reference to the fact -14- that such Receivables have been assigned to the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) for the benefit of the Secured Parties and that the Credit Agent has a security interest therein. Section 4.12 Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor's business may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws pursuant to which each such Patent is issued. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark sufficient to preclude any findings of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor's ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (e) In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence and perfect the Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such -15- writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or its designee for the benefit of the Secured Parties in accordance with the Intercreditor Agreement. Section 4.13 Delivery of Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Credit Agent (or, if the First-Lien Termination Date has occurred, to the Collateral Agent) any and all Pledged Collateral, including any and all certificates or other instruments or documents representing the Pledged Collateral. (b) Each Grantor will cause any Indebtedness for borrowed money owed to the Grantor by any Person to be evidenced by a duly executed promissory note that is pledged hereunder and delivered to the Credit Agent (or, if the First-Lien Termination Date has occurred, to the Collateral Agent) for the benefit of the Secured Parties pursuant to the terms hereof. (c) Upon delivery to the Credit Agent (or, if the First-Lien Termination Date has occurred, to the Collateral Agent), the Pledged Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Credit Agent (or, if the First-Lien Termination Date has occurred, to the Collateral Agent) and by such other instruments and documents as the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) may reasonably request. Each delivery of Pledged Collateral shall be -16- accompanied by an updated Perfection Certificate delivered to the Collateral Agent describing the securities theretofore and then being pledged hereunder, which shall supersede any prior Perfection Certificate so delivered. ARTICLE V PLEDGED COLLATERAL Section 5.01 Registration in Nominee Name; Denominations. Subject to the Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Collateral in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Grantors, endorsed or assigned in blank or in favor of the Collateral Agent. Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Collateral registered in the name of such Grantor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Collateral for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Section 5.02 Voting Rights; Dividends and Interest, etc. (a) Subject to the Intercreditor Agreement, unless and until an Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Indenture Documents; provided, however, that such Grantor shall not exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Collateral or the rights and remedies of any of the Secured Parties under this Agreement or the Indenture or any other Indenture Document or the ability of the Secured Parties to exercise the same; (ii) the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and (iii) each Grantor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Collateral to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, -17- return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent for the benefit of the Secured Parties in the same form as so received (with any necessary endorsement). (b) Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest or principal that such Grantor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall subject to the provisions of this paragraph (b) have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Grantor contrary to the provisions of this Section 5.02 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Article VII. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor all cash dividends, interest or principal (without interest), that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account. (c) Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5.02, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5.02, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless the Collateral Agent shall have received written objections from Holders of at least 25% in principal amount of the Notes, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above. -18- ARTICLE VI POWER OF ATTORNEY Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Receivables to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Indenture Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Indenture Document, by law or otherwise. Notwithstanding anything in this Article VI to the contrary, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Article VI unless it does so in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement. ARTICLE VII REMEDIES -19- Section 7.01 Remedies upon Default. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent (except to the extent assignment, transfer or conveyance thereof would result in a loss of said Intellectual Property), or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give the Grantors 10 days' written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by -20- announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Section 7.02 Application of Proceeds. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Indenture Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of the Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Obligations owed to Holders on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Collateral Agent may fix a record date and payment date for any payment to -21- Holders pursuant to this Section 7.02. At least 15 days before such record date, the Collateral Agent shall mail to each Holder and the Issuer a notice that states the record date, the payment and amount to be paid. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Section 7.03 Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent (if the First-Lien Termination Date has occurred), upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Section 7.04 Securities Act, etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale, in either case in accordance with a valid exemption from registration under the Federal Securities Laws. Each Grantor acknowledges and agrees that any -22- such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 7.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. ARTICLE VIII MISCELLANEOUS Section 8.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 12.02 of the Indenture. All communications and notices hereunder to any Guarantor shall be given to it at its address or telecopy number set forth on Schedule I, with a copy to the Issuer. Section 8.02 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any other Indenture Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any other Indenture Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement. Section 8.03 Survival of Agreement. All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the issuance of the Notes and resale of the Notes by any Holder, regardless of any investigation made by such Holder or on its behalf, and shall continue in full force and effect until this Agreement shall terminate. Section 8.04 Binding Effect; Several Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Indenture -23- Documents. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. Section 8.05 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Section 8.06 Collateral Agent's Fees and Expenses; Indemnification. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, (a) each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof applicable to it. (b) Without limitation of its indemnification obligations under the other Indenture Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent, the Trustee, the Holders and each Affiliate of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 8.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Indenture Document, the consummation of the transactions contemplated hereby, the repayment of any of the Notes, the invalidity or unenforceability of any term or provision of this Agreement or any other Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any Holder. All amounts due under this Section 8.06 shall be payable on written demand therefor. Section 8.07 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. -24- Section 8.08 Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the Collateral Agent, the Trustee and the Holders under the other Indenture Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Indenture Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except (i) in accordance with the Indenture pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, or (ii) as otherwise provided in the Intercreditor Agreement. Section 8.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER INDENTURE DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.09. Section 8.10 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. Section 8.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract (subject to Section 8.04), and shall become effective as provided in Section 8.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. -25- Section 8.12 Headings. Article and Section headings used herein are for the purpose of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. Section 8.13 Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Indenture Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent, the Trustee or any Holder may otherwise have to bring any action or proceeding relating to this Agreement or the other Indenture Documents against any Grantor or its properties in the courts of any jurisdiction. (b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Indenture Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Section 8.14 Termination. (a) This Agreement and the Security Interest shall terminate at the time provided in Section 10.08 of the Indenture, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors' expense, all Uniform Commercial Code termination statements and similar documents, including, without limitation, authorization for the Grantors to file Uniform Commercial Code termination statements, which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 8.14 shall be without recourse to or warranty by the Collateral Agent. A Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released in the event that such Grantor ceases to be a Guarantor pursuant to a transaction permitted under the Indenture, at which time the Collateral Agent shall execute and deliver to any Grantor, at such Grantor's expense, all documents that such Grantor shall reasonably request to evidence such release. (b) If any of the Collateral shall become subject to the release provisions set forth in Section 10.03 of the Indenture or Section 5.1 of the Intercreditor Agreement, such Collateral shall be automatically released from the Security Interest to the extent provided in Section 10.03 -26- of the Indenture or Section 5.1 of the Intercreditor Agreement, as applicable. The Collateral Agent shall execute and deliver to the Grantors, at the Grantors' expense, all Uniform Commercial Code termination statements and similar documents which the Grantor shall reasonable request to evidence the termination of the Security Interest in such Collateral. Section 8.15 Additional Grantors. If, pursuant to Sections 4.11 and 11.06 of the Indenture, the Issuer is required to cause any Subsidiary of the Issuer that is not a Grantor to enter in to this Agreement as a Grantor, upon execution and delivery by the Collateral Agent and such Subsidiary of an instrument in the form of Annex 3 hereto, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. Section 8.16 Subject to Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. -27- IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. REPTRON ELECTRONICS, INC., By:____________________________________ Name: Title: [EACH OF THE OTHER GUARANTORS LISTED ON SCHEDULE I HERETO,] By:____________________________________ Name: Title: _______________________________________ NATIONAL ASSOCIATION, as Collateral Agent, By:____________________________________ Name: Title: -28- Schedule I to the Security Agreement SUBSIDIARY GUARANTORS List Names List Addresses Schedule I Schedule II to the Security Agreement COPYRIGHTS Schedule II Schedule III to the Security Agreement LICENSES Schedule III Schedule IV to the Security Agreement PATENTS Schedule IV Schedule V to the Security Agreement TRADEMARKS Schedule V Annex 1 to the Security Agreement [FORM OF] PERFECTION CERTIFICATE Reference is made to (a) the Indenture dated as of ____________, 2003 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), among Reptron Electronics, Inc., a Florida corporation (the "Issuer"), the Guarantors and _____________, National Association, a national banking association ("Trustee"), as trustee, (b) the Security Agreement dated as of _____________, 2003, among the Issuer, the Guarantors and Trustee, as collateral agent (in such capacity, the "Collateral Agent"), and (c) the Intercreditor Agreement dated as of _____________, 2003 (as amended, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among the Issuer, the Collateral Agent and the Credit Agent. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture or the Security Agreement, as applicable. The undersigned, an Officer of the Issuer, hereby certifies to the Collateral Agent and each other Secured Party as follows: 1. Names. (a) The exact legal name of each Grantor, as such name appears in its respective certificate of formation, is as follows: (b) Set forth below is each other legal name each Grantor has had in the past five years, together with the date of the relevant change: (c) Except as set forth in Schedule 1 hereto, no Grantor has changed its identity or corporate structure in any way within the past five years. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of corporate organization. If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation. (d) The following is a list of all other names (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years: (e) Set forth below is the organizational identification number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization: (f) Set forth below is the Federal Taxpayer Identification Number of each Grantor: 2. Current Locations. (a) The chief executive office of each Grantor is located at the address set forth opposite its name below: Annex 1 Grantor Mailing Address County State ------- --------------- ------ ----- (b) Set forth below opposite the name of each Grantor are all locations where such Grantor maintains any books or records relating to any Receivables or General Intangibles (with each location at which Chattel Paper, if any, is kept being indicated by an "*"): Grantor Mailing Address County State ------- --------------- ------ ----- (c) The jurisdiction of formation of each Grantor that is a registered organization is set forth opposite its name below: Grantor Jurisdiction ------- ------------ (a) Set forth below opposite the name of each Grantor are all the locations where such Grantor maintains any Inventory or Equipment or other Collateral not identified above: Grantor Mailing Address County State ------- --------------- ------ ----- (b) Set forth below opposite the name of each Grantor are all the places of business of such Grantor not identified in paragraph (a), (b), (c) or (d) above: Grantor Mailing Address County State ------- --------------- ------ ----- (c) Set forth below opposite the name of each Grantor are the names and addresses of all Persons other than such Grantor that have possession of any of the Collateral of such Grantor: Grantor Mailing Address County State ------- --------------- ------ ----- Annex 1 3. Unusual Transactions. All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business. 4. File Search Reports. File search reports have been obtained from each Uniform Commercial Code filing office identified with respect to such Grantor in Section 2 hereof, and such search reports reflect no liens against any of the Collateral other than those permitted under the Indenture. 5. UCC Filings. UCC financing statements in substantially the form of Schedule 5 hereto have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located and, to the extent any of the Collateral is comprised of fixtures in the proper local jurisdiction, as set forth with respect to such Grantor in Section 2 hereof. 6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to the filings described in Section 5 above, each filing and the filing office in which such filing is to be made. 7. Stock Ownership and other Equity Interests. Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests owned by the Issuer and each Subsidiary of the Issuer. Also set forth on Schedule 7 is each equity investment of the Issuer or any Subsidiary of the Issuer that represents 50% or less of the equity of the entity in which such investment was made. 8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct list of all instruments, including any promissory notes, and other evidence of indebtedness held by the Issuer and each Subsidiary of the Issuer, including all intercompany notes between the Issuer and each Subsidiary of the Issuer and each Subsidiary of the Issuer and each other such Subsidiary. 9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list of all advances made by the Issuer to any Subsidiary of the Issuer or made by any Subsidiary of the Issuer to the Issuer or to any other Subsidiary of the Issuer (other than those identified on Schedule 8), which advances will be on and after the date hereof evidenced by one or more intercompany notes pledged to the Collateral Agent under the Security Agreement and (b) a true and correct list of all unpaid intercompany transfers of goods sold and delivered by or to the Issuer or any Subsidiary of the Issuer. 10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current record owner of such property reflected In the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Collateral Agent to obtain a perfected security interest therein. Annex 1 11. Intellectual Property. Attached hereto as Schedule 11(A) is a schedule setting forth all of each Grantor's Patents and registered Trademarks and Patent and Trademark applications, including the name of the registered owner or applicant, as applicable, and the registration or application number, as applicable, of each Patent and registered Trademark or Patent or Trademark application owned by any Grantor, in proper form for filing with the United States Patent and Trademark Office, and a schedule setting forth all of each Grantor's material Patent Licenses and material Trademark Licenses. Attached hereto as Schedule 11(B) is a schedule setting forth all of each Grantor's registered Copyrights, including the name of the registered owner and the registration number of each Copyright owned by any Grantor, in proper form for filing with the United States Copyright Office, and a schedule setting forth all of each Grantor's material Copyright Licenses that grant rights with respect to registered Copyrights. IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [ ]th day of _______, 2003. REPTRON ELECTRONICS, INC., By:_________________________ Name: Title: Annex 1 Annex 2 to the Security Agreement SUPPLEMENT NO. [ ] dated as of [ ], to the Security Agreement dated as of _________, 2003, among Reptron Electronics, Inc., a Florida corporation (the "Issuer"), each subsidiary of the Issuer listed on Schedule I thereto (each such subsidiary individually a "Subsidiary" or a "Guarantor" and, collectively, the "Subsidiaries" or the "Guarantors"; the Guarantors and the Issuer are referred to collectively herein as the "Grantors") and ____________________, National Association, a national banking association ("Trustee"), as trustee under the Indenture referred to below and as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined therein). A. Reference is made to (a) the Indenture dated as of ___________, 2003 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), among the Issuer, the Guarantors and Trustee, as trustee, and (b) the Intercreditor Agreement dated as of _____________, 2003 (as amended, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among the Issuer, the Collateral Agent and the Credit Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and the Indenture. C. The Grantors have entered into the Security Agreement in order to induce the Trustee to enter into the Indenture. Pursuant to Section 4.11 of the Indenture, the Issuer is required to cause certain of its Subsidiaries that are not Grantors to enter in to this Agreement as Grantors. Section 8.15 of the Security Agreement provides that such Subsidiaries may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Grantor") is executing this Supplement in accordance with the requirements of the Indenture to become a Grantor under the Security Agreement. Accordingly, the Collateral Agent and the New Grantor agree as follows: SECTION 1. In accordance with Section 8.15 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date in which case such representation and warranty shall be true and correct on such date. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations (as defined in the Security Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor's right, title and interest in and to the Collateral of the New Grantor. Each reference to a "Grantor" in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference. Annex 2 SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor. SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 8.01 of the Security Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature below, with a copy to the Issuer. SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. Annex 2 IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written. [NAME OF NEW GRANTOR], By:______________________________ Name: Title: Address: _________________________________ NATIONAL ASSOCIATION, as Collateral Agent, By:______________________________ Name: Title: Annex 2 Schedule I to Supplement No. [ ] to the Security Agreement LOCATION OF COLLATERAL Description Location ----------- -------- PLAN EXHIBIT "I" LIST OF RETAINED CAUSES OF ACTION Claim against All Components, Inc. for breach of Asset Purchase Agreement Claim against Office Max on account receivable to Debtor Claim against Vishay Americas, Inc. on account receivable to Debtor Claim against Ernst & Young for professional malpractice/breach of contract Claim against Jaco Electronics, Inc. for breach of Asset Purchase Agreement Claim against Micro Warehouse on account receivable to Debtor and reclamation claim in Micro Warehouse bankruptcy Claim against Credence Systems on breach of settlement agreement Judgment claims against McLean West, Inc. and APW, Ltd. Tax refund claim against the Singapore government. Rebate slippage claims against Continental Promotions Group and Sherman Media All accounts receivable claims against account debtors of the former Reptron Distribution division of Debtor sold to Jaco Electronics, Inc. All causes of action on the attached list. EXHIBIT I PLAN EXHIBIT "I" LIST OF RETAINED CAUSES OF ACTION 1. Winthrop Resources v. Reptron State of Minnesota - Fourth Judicial District Case No. CT-02-012070 Settlement Agreement dated 5/21/03 for $165,000 in 5 unequal installments (2 remaining for approx. $29,000 each). May 21, 2003 2. Digex, Inc. v. Reptron Electronics, Inc. Commonwealth of Virginia - Circuit Court for the County of Arlington Case no. Law #03-140 Matter settled may 20, 2003. All settlement installments have been paid. 3. Reptron Electronics, Inc. v Acterna LLC. Reptron and Acterna entered into a Settlement Agreement on June 3, 2002. Acterna paid a number of the required installments and filed bankruptcy in the U.S. Bankruptcy Court, Southern District of New York - Chapter 11 Case No. 03-12837 (BRL) The rights under the Settlement Agreement were acquired by Jaco Electronics when the Jaco transaction closed. The claim has been settled with Acterna. 4. Tremonti v. Reptron U.S. District Court - Middle District of Florida - Tampa Division Case No. 8:02 CV-1971-T-24EAJ4 Matter settled on July 14, 2003. A single payment of $30,000 in full settlement has been made. 5. Stawski v. Reptron Electronics, Inc. Circuit Court of the Thirteenth Judicial District - Hillsborough County, FL Case No. 02-50264 Matter settled on September 8, 2003. Reptron has paid Mr. Stawski the settlement sum of $80,000. 6. BK Entertainment, Inc. v. Reptron Electronics, Inc. U.S. Bankruptcy Court, District of Minnesota Chapter 11 - Adv. No. 02-4225 Settlement Agreement and Compromise executed March 31, 2003. In full settlement of this preference claim, Reptron paid $25,000 on each of the following dates: April 1, 2003, May 1, 2003 and June 1, 2003. 2 PLAN EXHIBIT "I" LIST OF RETAINED CAUSES OF ACTION 7. Anick Schaefer v. Reptron Electronics, Inc., Deborah Casey and Does 1-100 inclusive Superior Court of the State of California County of Orange Case No. 03CC08836 Chubb Insurance has picked up the defense of the matter and liability under a reservation of rights letter issued on August 13, 2003, copy attached. 8. International Rectifier v. Hitachi and Reptron U.S. District Court - Central District of California Case No. CV-02-0077-R Stipulation dismissing claims against Reptron was entered on 2/12/03. 9. FGH Corporate Park v. Reptron In the Circuit Court of Madison County, Alabama Case No. CV 2003-1828JPS Complaint filed on 7/24/03 re default of lease obligations. 10. Genesis Mfg. v. Reptron U.S. Bankruptcy Court, Middle District of Florida, Tampa Division Chapter 11 Case No. 00-16816-8G1 Preference claim in amount of $36,701.96 11. Electro Mechanical Solutions, Inc. and PrecisMetals, Inc. v. Hibbing Electronics U.S. Bankruptcy Court - Northern District of California Chapter 11 - Case No. 01-44263 T Adversary proceeding assignment set for August 6, 2004. 12. Lemelson Medical, Education and Research Foundation Ltd. v. Exco Electronics, Corp et al pending in the US District Court for the District of Arizona being case no CIV 000660 pxxjws. Matter currently under stay order pending outcome of companion litigation in Nevada. 3 EXHIBIT J
Vendor Num Vendor Name Address Line 1 Address Line 2 10847 A 1 ELECTRONICS 13791 MALENA DR 5499 A K Stamping Inc Formely (Globe Mfg. Sales) 1159 US ROUTE 22 A000853 A2Z COMPUTERS 325 HARRIS DR 10804 AAMSCO 501 S. FAULKENBURG SUITE A1 V004165 ABBOTT LABORATORIES 4A CROSBY DR V000919 ABSOPULSE ELECTRONICS 110 WALGREEN ROAD v001821 ACCEL IND HEATSINK CORP 3709-T MADFORD ST 9898 ACCUDYNAMICS 395 PLYMOUTH ST V000019 ACCURATE COMPONENT SALES 444 2ND ST NW V000901 ACCURATE SCREW MACH CO 10 AUDREY PLACE P.O BOX 10095 5119 ACE AIR COMPRESSORS & EQUIPMENT INC 192 PENINSULA TRAIL V005667 ACI ELECTRONICS 200 NEW TOWN RD 8508 ACS INDUSTRIES ADIRONDACK WIRE & CABLE 191 SOCIAL ST 10207 ACTION COMPONENTS INC 32 MAPLE ST V004128 ACTION PRINTERS INC. 3747 NE SANDY BLVD 5822 ACTRON ENGINEERING INC 13089 60TH ST NORTH 6404 ACTRONIX INC 476 W INDUSTRIAL PARK RD V000040 ADAMS NUT & BOLT COMPANY 10100 85TH AVE N BOX 207 10366 ADDITIVE SERVICES INC 8 WINN AVENUE 10681 ADT SECURITY SERVICES 11590 N. MERIDIAN STREET SUITE 300 9430 ADVANCED ENERGY INC 1625 SHARP POINT DRIVE 5716 ADVANCED MP TECHNOLOGY 1010 CALLE SOMBRA V000058 AERO-SPACE COMPUTER 9270 BRYANT AVE S 5415 AGILENT TECHNOLOGIES PO BOX 4026 V001711 AIR FILTRATION PRODUCTS 707 N MAIN AVE 7724 AIRGAS GREAT LAKES 2370 SOUTH AIRPORT 8770 AIROYAL COMPANY 43 NEWARK WAY 9890 AJL MANUFACTURING, INC. 100 HOLLEDER PARKWAY 5499 AK Stampings Formerly (Globe Mfg. Sales) 1159 US ROUTE 22 8209 Aladdin Marking System 1866 KAPP DR V005480 ALBERTA PRINTED CIRCUITS 1112 40TH AVE NE UNIT 3 11139 ALDEN PRODUCTS CO. 117 NORTH MAIN STREET 3880 ALL AMERICAN SEMI 4525 140th AVE NORTH SUITE 901 7472 ALL SPEC INDUSTRIES 5228 US HIGHWAY 421 N 4577 ALLIED ELECTRONICS INC 5500 NORTHLAND DR V001908 ALPHA CIRCUIT TECHNOLOGY 20401 COUNTY RD 81 V003714 ALTAIR ELECTRONICS 1260 INTERNATIONAL PKWY V000984 AMECON INC 1900 CHRIS LN V000030 AMERAL INTERNATIONAL 500 NEW BROADWAY V000006 AMERI PRIDE LINEN & APP 519 E 19TH ST 4905 AMERICA II PO BOX 21355 10607 AMERICAN CONEC CORP C/O MANUFACTURERS REP 343 TECHNOLOGY DR 5213 AMERICAN FOAM PRODUCTS 753 LIBERTY STREET V001450 AMERICAN MICROSEMICONDUCT 133 KINGS RD 5365 AMERICAN NATIONAL STAND DO NOT MAIL 8230 AMIDON INC 240 BRIGGS AVE 4831 Amistar CORPORATION 237 VIA VERA CRUZ V000150 AMP INC/TYCO PO BOX 3608 6064 AMPHENOL PCD 2 TECHNOLOGY DRIVE 10805 AMVECO 10401 WESTOFFICE DR V002061 ANCHOR DIRECT 200 RITTENHOUSE CIRCLE NORTH 9416 ANDERSON ECD INC 834 CHARLOT AVENUE 4876 ANIXTER BROTHERS INC 5905 HAMPTON OAKS PK V000983 ANN MCNEIL 648 SCHOOL ST V003438 APA CABLES & NETWORK 14305 21ST AVE NORTH 7227 APEX OMNI GRAPHICS 58-29 64TH ST 5255 APPLIED POWER (2) 1450 OAKBROOK DRIVE SUITE 400 V003152 ARNOLD INDUSTRIES INC 80 SHAWMUT RD PO BOX 289 V004590 AROPLAX CORP 200 CHELSEA RD V004570 ARROW ELECTRONICS - FL 5665 RIO VISTA DRIVE 1670 ARVCO CONTAINERS 845 GIBSON ST V004460 ASC CAPACITORS 301 W O STREET 10314 Ascom Hasler Leasing 19 FOREST PARKWAY 9170 ASSEM TECH INCORPORATED 1600 Kooiman Avenue V005273 ASSET INTER TECH INC 2201 N CENTRAL EXPY SUITE 105 V001724 ASSOCIATED COMP'S TECH 13932 NAUTILUS DR V001540 ASSOCIATED TRANSFORMERS 7818 W GRAND AVE 10317 ASTRO INSTRUMENTATION LLC 13500 DARICE PARKWAY UNIT C 7634 ASTRO MODEL DEVELOPMENT 34459 CURTIS BLVD V000055 ASTRODYNE 300 MYLES STANDISH BLVD 9640 AT&T PO BOX 78225
Vendor Num Vendor Name City State Zip Country Phone Num 10847 A 1 ELECTRONICS TUSTIN CA 92780 USA 714.573.8351 5499 A K Stamping Inc MOUNTAINSIDE NJ 7092 USA 800-227-3258X2236 A000853 A2Z COMPUTERS AURORA OH 44202 USA 330-995-3355 10804 AAMSCO TAMPA FL 33619 USA 813.654.7339 V004165 ABBOTT LABORATORIES BEDFORD MA 1730 USA 781-276-4765 V000919 ABSOPULSE ELECTRONICS CARP ON KOA1LO CANADA 613-836-3511 v001821 ACCEL IND HEATSINK CORP LOS ANGELES CA 90063 USA 323-261-5156 9898 ACCUDYNAMICS MIDDLEBORO MA 2346 USA 508-946-4545 V000019 ACCURATE COMPONENT SALES NEW BRIGHTON MN 55112 USA 651-639-1881 V000901 ACCURATE SCREW MACH CO FAIRFIELD NJ 7004 USA 973-244-9200 5119 ACE AIR COMPRESSORS & TRAVERSE CITY MI 49686 USA 231-946-2658 V005667 ACI ELECTRONICS PLAINVIEW NY 11803 USA 516-293-6630 @216 8508 ACS INDUSTRIES WOONSOCKET RI 2895 USA 401-769-1600 EXT5495 10207 ACTION COMPONENTS INC DANVERS MA 1923 USA 978-777-9961 V004128 ACTION PRINTERS INC. PORTLAND OR 97232 USA 503 287 8321 5822 ACTRON ENGINEERING INC CLEARWATER FL 33760 USA 727-531-5871 6404 ACTRONIX INC FLIPPIN AR 72634 USA 870-453-6717 V000040 ADAMS NUT & BOLT COMPANY MAPLE GROVE MN 55369-4586 USA 763-493-0821 10366 ADDITIVE SERVICES INC HUDSON NH 3051 USA 603-889-1999 10681 ADT SECURITY SERVICES CARMEL IN 40032 USA 877.862.0697 EXT5086 9430 ADVANCED ENERGY INC FORT COLLINS CO 80525 USA 970-407-6312 5716 ADVANCED MP TECHNOLOGY SAN CLEMENTE CA 92673 USA 800-492-3113-EXT 106 V000058 AERO-SPACE COMPUTER MINNEAPOLIS MN 55420 USA 888-990-1015 5415 AGILENT TECHNOLOGIES ENGLEWOOD CO 80155-4026 USA 303-662-4446 V001711 AIR FILTRATION PRODUCTS TUCSON AZ 85737 USA 800-528-1585 7724 AIRGAS GREAT LAKES TRAVERSE CITY MI 49684 USA 800-947-6247 8770 AIROYAL COMPANY MAPLEWOOD NJ 7040 USA 973-761-4150 9890 AJL MANUFACTURING, INC. ROCHESTER NY 14615 USA 585-254-1128 x262 5499 AK Stampings MOUNTAINSIDE NJ 07092 USA 800-227-3258 X2236 8209 Aladdin Marking System CLEARWATER FL 33765 USA 727-562-5455 V005480 ALBERTA PRINTED CIRCUITS CALGARY AB T2E 5T8 CANADA 403-250-3406 11139 ALDEN PRODUCTS CO. BROCKTON MA 02301 508.427.7023 3880 ALL AMERICAN SEMI CLEARWATER FL 33762 USA 727-532-9800 7472 ALL SPEC INDUSTRIES WILMINGTON NC 28401 USA 800-537-0351 4577 ALLIED ELECTRONICS INC GRAND RAPIDS MI 49525 USA 800-433-5700 V001908 ALPHA CIRCUIT TECHNOLOGY ROGERS MN 55374 USA 763-428-8033 V003714 ALTAIR ELECTRONICS RICHARDSON TX 75081 USA 800-988-5176 V000984 AMECON INC ANAHEIM CA 92805 USA 800-394-2234 V000030 AMERAL INTERNATIONAL BROOKLAWN NJ 8030 USA 800-222-5371 V000006 AMERI PRIDE LINEN & APP HIBBING MN 55746-1666 USA 218-263-3611 4905 AMERICA II ST PETERSBURG FL 33742 USA 800-767-2637 x1210 10607 AMERICAN CONEC CORP GARNER NC 27529 USA 919-460-8800 5213 AMERICAN FOAM PRODUCTS PAINSVILLE OH 44077 USA 440-352-3434 V001450 AMERICAN MICROSEMICONDUCT MADISON NJ 7940 USA 973-377-9566 5365 AMERICAN NATIONAL STAND NEW YORK NY 10036 USA 212-642-4900 8230 AMIDON INC COSTA MESA CA 92626 USA 800.898.1883 4831 Amistar CORPORATION SAN MARCOS CA 92069 USA 760-471-1700 V000150 AMP INC/TYCO HARRISBURG PA 17105 USA 800-468-2023 6064 AMPHENOL PCD PEABODY MA 01960 USA 978.532.8800 X282 10805 AMVECO HOUSTON TX 77042 USA 800-527-7042 V002061 ANCHOR DIRECT BRISTOL PA 19007 USA 215-788-8200 9416 ANDERSON ECD INC SAN JOSE CA 95131 USA 800-577-1323 4876 ANIXTER BROTHERS INC TAMPA FL 33610 USA 800-346-3069 V000983 ANN MCNEIL ANOKA MN 55303 USA 763-323-9824 V003438 APA CABLES & NETWORK PLYMOUTH MN 55447 USA 763-475-8346 7227 APEX OMNI GRAPHICS MASPETH NY 11378-2836 USA 718-326-3330 5255 APPLIED POWER (2) NORCROSS GA 30093 USA 800-445-8415 V003152 ARNOLD INDUSTRIES INC CANTON MA 02021-0289 USA 781-828-4343 V004590 AROPLAX CORP MONTICELLO MN 55362 USA 763-295-5002 V004570 ARROW ELECTRONICS - FL CLEARWATER FL 33760 USA 800-395-9953 1670 ARVCO CONTAINERS KALAMAZOO MI 49001 USA 269-381-0900x238 V004460 ASC CAPACITORS OGGLLALA NE 69153 USA 308-284-3611 @328 10314 Ascom Hasler Leasing SHELTON CT 06484 USA 800-881-6245 9170 ASSEM TECH INCORPORATED GRAND HAVEN MI 49417 USA 616-846-3410 V005273 ASSET INTER TECH INC RICHARDSON TX 75080 USA 952-854-4844 V001724 ASSOCIATED COMP'S TECH GARDEN GROVE CA 92843 USA 800-234-2645 V001540 ASSOCIATED TRANSFORMERS ELMWOOD PARK IL 60707 USA 708-456-3110 10317 ASTRO INSTRUMENTATION LLC STRONGSVILLE OH 44136 USA 440-878-4630 ext234 7634 ASTRO MODEL DEVELOPMENT EASTLAKE OH 44095 USA 440-946-8171 V000055 ASTRODYNE TAUNTON MA 2780 USA 508 823 8080 9640 AT&T PHOENIX AZ 85062-8225 USA 800-645-7142
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/ Amount 10847 A 1 ELECTRONICS 714.573.8322 Electronic Distribution $ 9,157.50 5499 A K Stamping Inc 908-232-4729 Maintenance, Repair & Operating Supplies $ 539.00 A000853 A2Z COMPUTERS 330-995-3357 $ 225.00 10804 AAMSCO 813.654.7058 Maintenance, Repair & Operating Supplies $ 32.00 V004165 ABBOTT LABORATORIES 781-276-6158 Customer $ - V000919 ABSOPULSE ELECTRONICS 613-836-7488 Mfg $ 5,956.00 v001821 ACCEL IND HEATSINK CORP 323-261-5159 Fabricator $ 765.00 9898 ACCUDYNAMICS 508-946-0707 Original Equipment Manufacturer $ 3,124.00 V000019 ACCURATE COMPONENT SALES 651-639-1288 Distributor $ 1,801.30 V000901 ACCURATE SCREW MACH CO 973-244-9445 Distributor $ 2,378.96 5119 ACE AIR COMPRESSORS & 231-941-1643 Mfg $ 2,721.50 V005667 ACI ELECTRONICS 516-293-5192 Distributor $ 551.04 8508 ACS INDUSTRIES 401-769-1607 Cable Assemblies $ 2,331.00 10207 ACTION COMPONENTS INC 978-777-9927 Electronic Distribution $ 14,156.00 V004128 ACTION PRINTERS INC. Printer $ 182.24 5822 ACTRON ENGINEERING INC 727-531-0433 Metals $ 602.00 6404 ACTRONIX INC 870-453-8026 Mfg $ 2,207.00 V000040 ADAMS NUT & BOLT COMPANY 763-493-0800 Distributor $ 2,630.60 10366 ADDITIVE SERVICES INC 603-889-1324 Others $ 17,518.00 10681 ADT SECURITY SERVICES 317.818.2249 Maintenance, Repair & Operating Supplies $ 341.00 9430 ADVANCED ENERGY INC 970-407-5312 Customer $ - 5716 ADVANCED MP TECHNOLOGY 714-492-9589 Mfg $ 1,063.00 V000058 AERO-SPACE COMPUTER 952-884-5561 Mfg $ 270.00 5415 AGILENT TECHNOLOGIES 800-829-4433 Mfg $ 2,622.00 V001711 AIR FILTRATION PRODUCTS 520-624-2279 Mfg $ 164.96 7724 AIRGAS GREAT LAKES 616-929-3351 Mfg $ 224.00 8770 AIROYAL COMPANY 973-761-5731 Electronic Distribution $ 3,549.00 9890 AJL MANUFACTURING, INC. 585-458-6400 Original Equipment Manufacturer $ 390.00 5499 AK Stampings 908-232-4729 Mfg $ 1,818.50 8209 Aladdin Marking System 727-562-9676 Mfg $ 34.99 V005480 ALBERTA PRINTED CIRCUITS 403-250-3465 Board House $ 104.10 11139 ALDEN PRODUCTS CO. 508.427.7087 Electronic Distribution $ 1,408.00 3880 ALL AMERICAN SEMI 727-538-5567 Electronic Distribution $ - 7472 ALL SPEC INDUSTRIES 800-379-9903 Mfg $ 2,295.00 4577 ALLIED ELECTRONICS INC 616-365-9895 Electronic Distribution $ 8,370.86 V001908 ALPHA CIRCUIT TECHNOLOGY 763-428-1380 Board House $ 768.25 V003714 ALTAIR ELECTRONICS 972-231-4665 Distributor $ 703.96 V000984 AMECON INC 714-634-0905 Mfg $ 517.33 V000030 AMERAL INTERNATIONAL 856-456-2522 Mfg $ 24,364.40 V000006 AMERI PRIDE LINEN & APP MRO $ 957.97 4905 AMERICA II 727-556-3217 Electronic Distribution $ 11,800.00 10607 AMERICAN CONEC CORP 919-460-0141 Mfg $ 8,568.00 5213 AMERICAN FOAM PRODUCTS 440-946-6908 Fab $ 795.00 V001450 AMERICAN MICROSEMICONDUCT 973-377-3078 Mfg $ 147.30 5365 AMERICAN NATIONAL STAND Mfg $ 395.00 8230 AMIDON INC 714.850.1163 Electronic Distribution $ 945.12 4831 Amistar CORPORATION 760-471-9065 Maintenance, Repair & Operating Supplies $ 356.00 V000150 AMP INC/TYCO 717-986-3611 Mfg $ 2,989.20 6064 AMPHENOL PCD 978.532.6800 Mfg $ 1,904.00 10805 AMVECO 713-977-5031 Mfg $ 226.00 V002061 ANCHOR DIRECT 215-785-2320 Mfg $ 154.83 9416 ANDERSON ECD INC 408-577-1329 Electronic Distribution $ 3,492.50 4876 ANIXTER BROTHERS INC 407-240-1755 Industrial Distributor $ 11,997.00 V000983 ANN MCNEIL 763-323-9824 Mfg $ 530.00 V003438 APA CABLES & NETWORK 763-475-8457 Mfg $ 942.20 7227 APEX OMNI GRAPHICS 718-326-7317 MRO $ 1,457.00 5255 APPLIED POWER (2) 770-242-8316 Industrial Distributor $ 84.00 V003152 ARNOLD INDUSTRIES INC 781-828-4050 Distributor $ 124.07 V004590 AROPLAX CORP 763-295-6038 Fabricator $ 14,318.09 V004570 ARROW ELECTRONICS - FL 727-533-0454 Distributor $ - 1670 ARVCO CONTAINERS 269-381-2919 Maintenance, Repair & Operating Supplies $ 2,529.00 V004460 ASC CAPACITORS 308-284-8324 Mfg $ 25,534.32 10314 Ascom Hasler Leasing 813-875-6410 Rental for Postage Meter $ 133.75 9170 ASSEM TECH INCORPORATED 616-846-9779 Cable Assemblies $ 845.00 V005273 ASSET INTER TECH INC 952-851-9618 MRO $ 9,168.00 V001724 ASSOCIATED COMP'S TECH 714-265-4810 Mfg $ 4,032.32 V001540 ASSOCIATED TRANSFORMERS 708-452-0490 Mfg $ 3,131.21 10317 ASTRO INSTRUMENTATION LLC 440-878-4636 Plastics $ 3,457.12 7634 ASTRO MODEL DEVELOPMENT 440-946-1197 Metals $ 2,339.69 V000055 ASTRODYNE Mfg $ 575.00 9640 AT&T PHONE/CELLPHONES $ 118.25
Vendor Num Vendor Name Address Line 1 Address Line 2 9892 ATLANTIC CONTROLS CORP 904 ANASTASIA BLVD 5017 ATLANTIC ELECTRONICS 14100 US 19 S SUITE 130 V001991 ATLANTIC SEMI CONDUCTOR 10 CENTENNIAL DR V001945 AUTOMATED PROCESS SYSTEMS 9909 S SHORE DR SUITE 1B 10640 AUTOMATION GROUP INC (AGI) 177 NICK FITCHEARD ROAD 5838 AUTOSPLICE 10121 BARNES CANYON RD A000015 AVIS RENT A CAR SYSTEM 7876 COLLECTIONS CENTER DRIVE V004564 AVNET ELECTRONIC - FL 5516 RIO VISTA DRIVE V001959 AWI 4233 LEXINGTON AVE N SUITE 3250 V002107 AZTEC COMPONENTS INC 21B ARGONAUT V000720 B & D ENTERPRISES INC MAIN & LIBERTY STREETS V001340 B MILLER PRODUCTS INC 1723 1ST AVE PO BOX 544 10875 BATTERIES PLUS - 055 28560 US HWY 19N 11033 Bay View Funding DBA WORLD TECHNOLOGIES LTD 9215 PFLUM 10563 BAYER HEALTH CARE LLC CHAPEL LANE SWORDS, CO DUBLIN 8310 BELL MICROPRODUCTS 120 UNIVERSITY PARK DR. 3640 BERGQUIST COMPANY 5300 EDINA IND BLVD PO BOX 86 SDS-12-1021 11078 BERND RICHTER GMBH HANSESTRABE 4 7589 BETTER BUSINESS FORMS 10950 BELCHER ROAD 7611 BH ELECTRONICS 12219 WOOD LAKE DRIVE V001720 BIO-RAD LABORATORIES 3300 REGATTA BLVD ATTN: ADELLE MATHEWS V000263 BISCO INDUSTRIES 5301 EDINA INDUSTRIAL BLVD 4418 BISHOP ELECTRONICS CORP 3729 B SAN GABRIEL PARKWAY V002104 BOARDTEK ELECTRONICS % WESTAK CALIFORNIA 1225 ELKO DR V004801 BOCA MICRO TECHNOLOGY 980 N FEDERAL HWY 7638 BOISE CASCADE 151 GILLS DRIVE SUITE 100 PIN# 1090945701 7205 BOURNS INC 1004 c/o E-COMPONENTS 735 PRIMERA BLVD. 9136 BP MICROSYSTEMS INC P O BOX 4890 11020 BREVAN ELECTRONICS 6 CONTINENTAL BLVD V001097 BROTHERS ELECTRONICS 2 CLAIRE RD 7965 BUTLER WINDING 201 PILLOW STREET V003698 BVM LIMITED HOBB LANE HEDGE END V003841 BYSON MFG INC 1845 SAMPSON AVE 4420 C T S BERNE 406 PARR ROAD V000323 CADDOCK ELECTRONICS INC 1717 CHICAGO AVE V000665 CAL-CHIP ELECTRONICS 59 STEAMWHISTLE DR V004513 CANFIELD TECHNOLOGIES 1 CROSSMAN ST V005005 CAPACITORS PLUS INC 1101 "B" RD 6901 CAPROCK MANUFACTURING INC 2303 120TH ST. 10462 CARLSON METAL PROD INC 2335 ALGER 4955 CARLTON BATES COMPANY 125 ROYAL WOOD COURT SUITE 150 V004340 CDW 1020 E LAKE COOK RD 6623 CDW COMPUTER CENTERS INC 200 N MILWAUKEE V000337 CENTRAL CONTAINER CORP 3901 85TH AVE N PO BOX 43310 10532 CENTRAL PEST CONTROL, INC PO BOX 1220 6701 Central Semiconductor 145 ADAMS AVENUE V000329 CENTRAL SEMICONDUCTOR C/O TWIST CO 3433 BROADWAY ST NE V002094 CENTURY PRINTED CIRCUITS % ACTIVE SALES ASSOCIATION 7411 114TH AVENUE NORTH E000333 CHAD PONTINEN E000003 CHARLES CREP 535 HIGHLAND DRIVE 9185 CHARRETTE LLC 719 E MANDOLINE 10534 CHASCO MACHINE & MANUFACTURING, INC. 2623 GRAND BOULEVARD V005701 CHINA CIRCUIT TECH C/0 CIELO DEVELOPMENT 445 RESERVASION ROAD V000352 CHRIS ELECTRONICS 2023 W COUNTY RD C2 5893 CINTAS CORPORATION 10753 CHERRY BEND ROAD PO BOX 66 V001497 CIRCUIT COMPONENTS 2400 S ROOSEVELT ST V004163 CIRCUIT REPAIR CORP 45 RESEARCH DR 10433 CITEL INC 1515 NW 167TH ST SUITE 5-223 5729 CITY OF GAYLORD WATER DEP 225 W MAIN ST RM 109 4457 CLASSIC COMPONENTS CORP 65 Air Park Drive 4408 COILCRAFT INC 1102 SILVER LAKE RD 8839 Cole Palmer 625 EAST BUNKER COURT 5825 COMMODITY COMPONENTS INC 100 SUMMIT STREET 5214 COMPONENT DISTRIBUTORS 325 5th AVENUE SUITE 202 11040 COMPOTRON LIMITED BENTLEY CENTRE STRATTON RD. 5837 COMPRESSED AIR SYSTEMSINC 9303 STANNUM STREET V003117 COMPUDYNE INC 1524 37TH ST 4854 COMPULINK 1205 GANDY BLVD N V000693 COMPUTYPE INC 2285 W COUNTY RD C a000529 COMWARE TECHNICAL SERVICE 17922 SKY PARK CIRCLE SUITE E 5569 CONCEPTRONIC DIV OF CVD EQUIPMENT CORP 1860 SMITHTOWN AVE
Vendor Num Vendor Name City State Zip Country Phone Num 9892 ATLANTIC CONTROLS CORP ST AUGUSTINE FL 32084 USA 904-824-8340 5017 ATLANTIC ELECTRONICS CLEARWATER FL 34624 USA 727-531-5900 V001991 ATLANTIC SEMI CONDUCTOR PEABODY MA 1960 USA 978-538-7300 @102 V001945 AUTOMATED PROCESS SYSTEMS PLYMOUTH MN 55441 USA 763 591 0090 10640 AUTOMATION GROUP INC HUNTSVILE AL 35806 USA 256.858.3300 5838 AUTOSPLICE SAN DIEGO CA 92121 USA 858-535-0077 A000015 AVIS RENT A CAR SYSTEM CHICAGO IL 60693 USA V004564 AVNET ELECTRONIC - FL CLEARWATER FL 33767 USA 800-282-9350 V001959 AWI ARDEN HILLS MN 55126 USA 651-482-3100 V002107 AZTEC COMPONENTS INC ALISO VIEJO CA 92656-1423 USA 406-328-6002 V000720 B & D ENTERPRISES INC RUSSELL PA 16345 USA 814-757-8300 V001340 B MILLER PRODUCTS INC HIBBING MN 55746 USA 218-263-8958 10875 BATTERIES PLUS - 055 CLEARWATER FL 33761-2529 USA 727.726.0228 11033 Bay View Funding LENEXA KS 66215 USA 913-438-9825 X227 10563 BAYER HEALTH CARE LLC IRELAND IRELAND 011-353-1-813-2169 8310 BELL MICROPRODUCTS WINTER PARK FL 32792 USA 800-542-3083 3640 BERGQUIST COMPANY MINNEAPOLIS MN 55486-1021 USA 952.835.2322 11078 BERND RICHTER GMBH WIPPERFURTH D-51688 GERMANY 49.2267.881.9824 7589 BETTER BUSINESS FORMS LARGO FL 34647 USA 727-545-8703 X 338 7611 BH ELECTRONICS BURNSVILLE MN 55337 USA 952-808-1577 V001720 BIO-RAD LABORATORIES RICHMOND CA 94804 USA 510-741-5097 V000263 BISCO INDUSTRIES EDINA MN 55439 USA 952-841-1900 4418 BISHOP ELECTRONICS CORP PICO RIVERA CA 90660-1483 USA 562-695-0446-joe1060 V002104 BOARDTEK ELECTRONICS SUNNYVALE CA 94089 USA 800 893 7825 V004801 BOCA MICRO TECHNOLOGY BOCA RATON FL 33432 USA 561-391-7200 7638 BOISE CASCADE ORLANDO FL 32824 USA 800-472-6473 7205 BOURNS INC 1004 LAKE MARY FL 32746 USA 407-804-0042 X-206 9136 BP MICROSYSTEMS INC HOUSTON TX 77210-4890 USA 800.225.2102 X5525 11020 BREVAN ELECTRONICS MERRIMACK NH 03054 603.429.1900 V001097 BROTHERS ELECTRONICS EAST BRUNSWICK NJ 8816 USA 732-605-1111 7965 BUTLER WINDING BUTLER PA 16001 USA 724-283-7230 V003698 BVM LIMITED SOUTHAMPTON S030 0GH ENGLAND 9-011-44-1489780144 V003841 BYSON MFG INC CORONA CA 92879 USA 888-289-2976 4420 C T S BERNE BERNE IN 46711 USA 260.589.7122 V000323 CADDOCK ELECTRONICS INC RIVERSIDE CA 92507-2364 USA 909-788-1700 V000665 CAL-CHIP ELECTRONICS IVYLAND PA 18974 USA 800-884-0864 @151 V004513 CANFIELD TECHNOLOGIES SAYREVILLE NJ 8872 USA 800-526-4577 @26 V005005 CAPACITORS PLUS INC CORDOVA TN 38018 USA 800-422-7758 6901 CAPROCK MANUFACTURING INC LUBBOCK TX 79423 USA 806-745-6454 10462 CARLSON METAL PROD INC TROY MI 48083-2052 USA 248.528.1931 ext108 4955 CARLTON BATES COMPANY TUCKER GA 30084 USA 877-265-6106 V004340 CDW BUFFALO GROVE IL 60089 USA 877-404-6001 6623 CDW COMPUTER CENTERS INC VERNON HILLS IL 60061 USA 877.325.9339 V000337 CENTRAL CONTAINER CORP MINNEAPOLIS MN 55443-0310 USA 763-425-7444 10532 CENTRAL PEST CONTROL, INC PORT RICHEY FL 34673 USA 800-531-5911 6701 Central Semiconductor HAUPPAUGE NY 11788 USA 631-435-1110 X 255 V000329 CENTRAL SEMICONDUCTOR MINNEAPOLIS MN 55413 USA 612-331-1212 V002094 CENTURY PRINTED CIRCUITS LARGO FL 33773 USA 727-541-9002 E000333 CHAD PONTINEN E000003 CHARLES CREP HIBBING MN 55746 USA 9185 CHARRETTE LLC MADISON HEIGHTS MI 48071 USA 248.583.1775 10534 CHASCO MACHINE & HOLIDAY FL 34690 USA 727.937.6601 V005701 CHINA CIRCUIT TECH MARINA CA 93933 USA 760-433-6688 V000352 CHRIS ELECTRONICS ROSEVILLE MN 55113 USA 800-356-6599 5893 CINTAS CORPORATION TRAVERSE CITY MI 49685-0066 USA 231-946-6428 V001497 CIRCUIT COMPONENTS TEMPE AZ 85282-2006 USA 480-967-0624 V004163 CIRCUIT REPAIR CORP HAVERHILL MA 1832 USA 978-374-5000 10433 CITEL INC MIAMI FL 33169 USA 305-621-0022 5729 CITY OF GAYLORD WATER DEP GAYLORD MI 49735-1393 USA 517-732-4060 4457 CLASSIC COMPONENTS CORP RONKONKOMA NY 11779 USA 800-971-3330 4408 COILCRAFT INC CARY IL 60013 USA 847-516-5575 8839 Cole Palmer VERNON HILLS IL 60061-1844 USA 800-323-4340 5825 COMMODITY COMPONENTS INC PEABODY MA 01960 USA 978-538-0020 x 133 5214 COMPONENT DISTRIBUTORS INDIALANTIC FL 302903 USA 800-558-2351 11040 COMPOTRON LIMITED SWINDON SNI 2SH UK +44.1793.690720 5837 COMPRESSED AIR SYSTEMSINC TAMPA FL 33619-2658 USA 813-626-8177 V003117 COMPUDYNE INC HIBBING MN 55746 USA 218-263-3624 4854 COMPULINK ST PETERSBURG FL 33702 USA 727-579-1500 V000693 COMPUTYPE INC ST PAUL MN 55113 USA 800-328-0852 a000529 COMWARE TECHNICAL SERVICE IRVINE CA 92614 USA 949/851-9620 EX 16 5569 CONCEPTRONIC RONKONKOMA NY 11779 USA 631.981.7081
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/ Amount 9892 ATLANTIC CONTROLS CORP 904-824-0846 Maintenance, Repair & Operating Supplies $ 339.00 5017 ATLANTIC ELECTRONICS 727-535-6354 Electronic Distribution $ 210.00 V001991 ATLANTIC SEMI CONDUCTOR 978-538-3663 Broker $ 447.93 V001945 AUTOMATED PROCESS SYSTEMS MRO $ 840.36 10640 AUTOMATION GROUP INC 256.858.3304 Maintenance, Repair & Operating Supplies $ 200.00 5838 AUTOSPLICE 858-535-0130 Original Equipment Manufacturer $ 32,737.78 A000015 AVIS RENT A CAR SYSTEM $ 285.99 V004564 AVNET ELECTRONIC - FL 727-507-5050 Distributor $ - V001959 AWI 651-482-3149 Customer $ 845.08 V002107 AZTEC COMPONENTS INC 406-328-6006 Broker $ 4,240.08 V000720 B & D ENTERPRISES INC 814-757-5400 Mfg $ 1,776.00 V001340 B MILLER PRODUCTS INC 218-263-8583 MRO $ 1,065.25 10875 BATTERIES PLUS - 055 727.724.6597 Maintenance, Repair & Operating Supplies $ 649.00 11033 Bay View Funding 913-438-7989 Mfg $ 10,821.65 10563 BAYER HEALTH CARE LLC 011-353-1-813-2100 Customer $ - 8310 BELL MICROPRODUCTS 407-682-1286 Electronic Distribution $ 36,426.25 3640 BERGQUIST COMPANY 952.835.4156 Fab $ 18,573.47 11078 BERND RICHTER GMBH 49.2267.881.98724 Original Equipment Manufacturer $ 8,383.00 7589 BETTER BUSINESS FORMS 727-546-8910 MRO $ 656.00 7611 BH ELECTRONICS 952-894-9380 Original Equipment Manufacturer $ 28,379.80 V001720 BIO-RAD LABORATORIES 510-741-5358 Customer $ - V000263 BISCO INDUSTRIES 952-841-1888 Distributor $ 9,928.05 4418 BISHOP ELECTRONICS CORP 562-692-4008 Original Equipment Manufacturer $ 126.38 V002104 BOARDTEK ELECTRONICS Mfg $ 250.00 V004801 BOCA MICRO TECHNOLOGY 561-391-8040 Broker $ 525.00 7638 BOISE CASCADE 800-720-2267 MRO $ 3,184.13 7205 BOURNS INC 1004 407-804-1010 Original Equipment Manufacturer $ 2,705.00 9136 BP MICROSYSTEMS INC 713-688-0920 Mfg $ 900.00 11020 BREVAN ELECTRONICS 603.429.1001 Electronic Distribution $ 8,456.00 V001097 BROTHERS ELECTRONICS 1-352-597-0077 Distributor $ 1,964.00 7965 BUTLER WINDING 724-283-8799 Original Equipment Manufacturer $ 896.00 V003698 BVM LIMITED 9-011-44-1489783589 Mfg $ 425.00 V003841 BYSON MFG INC 909-737-3001 Fabricator $ 129.45 4420 C T S BERNE 260.589.3243 Original Equipment Manufacturer $ 2,378.00 V000323 CADDOCK ELECTRONICS INC 909-369-1151 Mfg $ 2,549.10 V000665 CAL-CHIP ELECTRONICS 215-942-6400 Mfg $ 25,202.84 V004513 CANFIELD TECHNOLOGIES 732-316-2177 MRO $ 6,150.00 V005005 CAPACITORS PLUS INC 901-937-1976 Distributor $ 7,800.65 6901 CAPROCK MANUFACTURING INC 806-745-5963 Plastics $ 2,744.65 10462 CARLSON METAL PROD INC 248.528.0720 Metals $ 44,671.53 4955 CARLTON BATES COMPANY 800-530-5325 Mfg $ 895.75 V004340 CDW 847-968-1730 MRO $ 117.25 6623 CDW COMPUTER CENTERS INC 312.705.0651 Maintenance, Repair & Operating Supplies $ 1,814.00 V000337 CENTRAL CONTAINER CORP 763-425-8008 Mfg $ 8,219.86 10532 CENTRAL PEST CONTROL, INC 727-849-7015 Maintenance, Repair & Operating Supplies $ 145.00 6701 Central Semiconductor 631-435-3388 Mfg $ 307.50 V000329 CENTRAL SEMICONDUCTOR 612-331-8783 Mfg $ 2,526.30 V002094 CENTURY PRINTED CIRCUITS 727-541-9893 Board House $ - E000333 CHAD PONTINEN Employee Expense $ - E000003 CHARLES CREP Employee Expense $ - 9185 CHARRETTE LLC 248.583.1727 Maintenance, Repair & Operating Supplies $ 682.00 10534 CHASCO MACHINE & 727.938.1810 Metals $ 4,038.00 V005701 CHINA CIRCUIT TECH 760-433-0678 Board House $ 50,873.06 V000352 CHRIS ELECTRONICS 651-631-3071 Distributor $ 109,024.84 5893 CINTAS CORPORATION Mfg $ 327.00 V001497 CIRCUIT COMPONENTS 480-731-6216 Mfg $ 697.78 V004163 CIRCUIT REPAIR CORP 978-372-5700 Mfg $ 230.00 10433 CITEL INC 305-621-0766 Mfg $ 892.00 5729 CITY OF GAYLORD WATER DEP Water Utility $ - 4457 CLASSIC COMPONENTS CORP 631-588-1116 Electronic Distribution $ 39,127.71 4408 COILCRAFT INC 847-639-1469 Original Equipment Manufacturer $ 57,864.60 8839 Cole Palmer 847-247-2929 Mfg $ 134.24 5825 COMMODITY COMPONENTS INC 978-538-3633 Electronic Distribution $ 18,950.00 5214 COMPONENT DISTRIBUTORS 800-292-6579 Electronic Distribution $ 1,575.00 11040 COMPOTRON LIMITED +44.1793.690721 Electronic Distribution $ 1,766.00 5837 COMPRESSED AIR SYSTEMSINC 813-628-0187 Maintenance, Repair & Operating Supplies $ 1,796.00 V003117 COMPUDYNE INC Distributor $ 3,446.63 4854 COMPULINK 727-578-8420 Cable Assemblies $ 550.00 V000693 COMPUTYPE INC 651-633-5580 Mfg $ 1,426.10 a000529 COMWARE TECHNICAL SERVICE 949/851-8431 $ 532.50 5569 CONCEPTRONIC 631.981.7095 Mfg $ 4,350.00
Vendor Num Vendor Name Address Line 1 Address Line 2 V004851 CONDUCTIVE CONTAINERS INC 4500 QUEBEC AVE N V000916 CONNECTRONICS - OH 2745 AVONDALE AVE 7021 Consolidated Products 6234 ENTERPRISE DRIVE PO BOX 51208 5100 CONTACT EAST INC 335 WILLOW STREET 8080 Contact Systems 50 MIRY BROOK ROAD V000475 COORS CERAMICS CO 17750 W 32ND AVE V005645 CORETEC INC-ELLESMERE 13570 GROVE DR #117 V004385 CORIDIAN TECHNOLOGIES 8140 MALLORY COURT V002344 CORNELL DUBILER MARKETING 140 TECHNOLOGY PLACE 9927 CORR PACK INC 9833 5 MILE RD 6890 COURTESY FASTENER 6044 N. PULASKI RD. V001794 CREATIVE CARTON 8600 WYOMING AVE N 10726 CREATIVE MOLD & MACHINE PO BOX 323 10385 KINSMAN RD V001747 CRESTWOOD TECH GROUP 81 PONDFIELD RD SUITE 204 8111 CRITERION TOOL & DIE INC 5349 W 161 ST STREET 8171 CROSSROADS INDUSTRIES INC 525 BARNYARD BLVD P O BOX 553 V000470 CROWN PLASTICS 12615 16TH AVE N V003715 CRUCIAL TECHNOLOGY 3475 E COMMERCIAL CT V004250 CRYDOM CORPORATION 2320 PASEO DE LAS AMERICAS SUITE 201 A000683 CRYSTAL CLEAR 2833 2ND AVE EAST 7091 CRYSTAL DIE AND MOLD INC. 905 WEST ALGONQUIN ROAD P.O. BOX 68 V001933 CTG (CRESTWOOD TECH GRP) 81 PONDFIELD RD #204 9957 CTS CORP UK LTD BLANTYRE INDUSTRIAL ESTATE HIGH BLANTYRE A000030 CULLIGAN WATER CONDITION 2402 FIRST AVENUE 5187 CUMMINS BRIDGEWAY LLC 21810 CLESSIE COURT V002476 CUNNINGHAM GRAPHICS 447 VISTA AVE V002089 CUSTOM CONNECTIONS 755 EAST CLIFF ROAD 9814 CUSTOM PLASTIC DEVELOPMENTS INC 2710 N JOHN YOUNG PARKWAY 7048 CUT CRAFT, INC. 1501 NORTH PARK DR. PO BOX 99152 6245 Cyber Optics 5900 GOLDEN HILLS DRIVE 10759 DALSA INC 605 MCMURRAY RD 9174 Dan Solowy 5777 Danker Screen 800 PROGRESS IND BLVD V004398 DATA GENERAL CORP CITY W FINANCIAL CENTER 6500 CITY W PKWY 6069 DATA I/O PO BOX 97046 (10525 WILLOWS ROAD NE) 10623 DATACAL ENTERPRISES LLC 1345 N. MONDEL RD. V003930 DATACARD CORPORATION ATTN KATHY ENDICOTT MS102 11111 BREN ROAD W 8183 DATASCOPE CORPORATION PATIENT MONITORING DIV 800 MacARTHUR BOULEVARD V002823 DATEL INC 11 CABOT BLVD A000141 DAY-TIMERS PO BOX 27001 V003377 DB ROBERTS-GA 435 DIVIDEND DRIVE SUITE A V000781 DC ELECTRONICS INC 1870 LITTLE ORCHARD ST 11111 De Lage Financial 111 OLD EAGLE SCHOOL RD 10507 DEBORAH HOLLINSHEAD 1005 REGENT AVE. V000432 DEE ELECTRONICS 2500 16TH AVE S W 11054 DEK 8 BARTLES CORNER RD. BLDG. 200 V000428 DEL POWER CONVERSION ONE COMMERCE PARK 6679 DEPENDABLE COMPONENTS 1003 EAST NEW PORT CENTER DR 9773 DESIGN & MOLDING SERV INC 25 HOWARD STREET V001614 DEXTER MAGNETIC MAT'L - MN 1050 MORSE AVE V001881 DIAMOND METAL PRODUCTS 13815 LINCOLN ST NE V001781 DIAMOND MFG CORP 1763 TIMOTHY DR 6060 DIE CUT PRODUCTS 1801 EAST 30TH STREET 4407 DIEBOLD INC 5995 MAYFAIR RD PO BOX 3077 1180 DIGI-KEY CORPORATION 701 BROOKS AVE SOUTH PO BOX 677 10234 DIRECT COMPONENTS 4828 WEST GANDY BOULEVARD A000833 DIVERSIFIED COLLECTION PO BOX 4003 V004442 DIVERSIFIED ELECT & ASSY 8260 ARTHUR ST NE SUITE C V001977 DMI 30750 N W HILLCREST ST V002105 DONG A PRECISION % WESTAK -OR 3941 24TH AVENUE V004300 DONNELLY CUSTOM MFG 105 DONOVAN DR V000825 DOVE ELECT COMPONENTS 39 RESEARCH WAY V001645 DOW SWITCH 200 RESEARCH DR 5616 Dunn's Business 134 S OTSEGO AVE PO BOX 248 11099 Duratech 3216 COMMERCE STREET PO BOX 2999 V000291 DYNAMIC DETAILS %DDI-VA 1200 SEVERN WAY 5765 E F D 977 WATERMAN AVENUE V005702 EAGLE DESIGN GROUP C/O AGILE OPTICAL SOLUTIONS 45 SENN DR V001431 EASTEK INTERNATIONAL 330 HASTING DR 9881 EASTERN PLASTICS, INC. 110 HALCYON DRIVE P O BOX 9188 8329 Easy Link SERVICES CORPORATION ACCT 336-2060
Vendor Num Vendor Name City State Zip Country Phone Num V004851 CONDUCTIVE CONTAINERS INC NEW HOPE MN 55428 USA 800-200-2090 @ 130 V000916 CONNECTRONICS - OH TOLEDO OH 43607 USA 419 537 0020 7021 Consolidated Products KNOXVILLE TN 37950-1208 USA 865-588-2468 X3039 5100 CONTACT EAST INC NORTH ANDOVER MA 01845-5995 USA 800.925.9139 8080 Contact Systems DANBURY CT 06810 USA 203-743-3837 V000475 COORS CERAMICS CO GOLDEN CO 80401 USA 303-277-4841 V005645 CORETEC INC-ELLESMERE MAPLE GROVE MN 55311 USA 763-493-8759 V004385 CORIDIAN TECHNOLOGIES CHANHASSEN MN 55317 USA 952-361-9980 V002344 CORNELL DUBILER MARKETING LIBERTY SC 29657 USA 864-843-2277 9927 CORR PACK INC NORTHVILLE MI 48167 USA 248-348-4189 EXT 100 6890 COURTESY FASTENER CHICAGO IL 60646 USA 773-267-7450 V001794 CREATIVE CARTON MINNEAPOLIS MN 55445-1827 USA 763-554-0032 10726 CREATIVE MOLD & MACHINE NEWBURY OH 44065 440-338-5146 V001747 CRESTWOOD TECH GROUP BRONXVILLE NY 10708 USA 914-779-3500 8111 CRITERION TOOL & DIE INC BROOK PARK OH 44142 USA 216-267-1733 X37 8171 CROSSROADS INDUSTRIES INC GAYLORD MI 49734-0553 USA 517-732-1233 V000470 CROWN PLASTICS PLYMOUTH MN 55441 USA 763-557-6000 V003715 CRUCIAL TECHNOLOGY MERIDIAN ID 83642 USA 800-932-4995 V004250 CRYDOM CORPORATION SAN DIEGO CA 92154 USA 619-210-1600 @318 A000683 CRYSTAL CLEAR HIBBING MN 55746 USA 7091 CRYSTAL DIE AND MOLD INC. ALGONQUIN IL 60102 USA 847-658-6535 V001933 CTG (CRESTWOOD TECH GRP) BRONXVILLE NY 10708 USA 914-779-3500 9957 CTS CORP UK LTD G72 0XA UK 011-44-1698-505094 A000030 CULLIGAN WATER CONDITION HIBBING MN 55746 USA 5187 CUMMINS BRIDGEWAY LLC NEW HUDSON MI 48165 USA 989-732-5055 V002476 CUNNINGHAM GRAPHICS ADDISON IL 60101 USA 630 543 3453 V002089 CUSTOM CONNECTIONS BURNSVILLE MN 55337 USA 952-894-4090 9814 CUSTOM PLASTIC KISSIMMEE FL 34741 USA 407-847-3054 EXT103 7048 CUT CRAFT, INC. FORT WORTH TX 76199-0152 USA 817-332-6151 x117 6245 Cyber Optics MINNEAPOLIS MN 55416 USA 763-542-5000 10759 DALSA INC WATERLOO,ONT N2V2E9 CANADA 519.886.6001x2200 9174 Dan Solowy GAYLORD MI 5777 Danker Screen LAWRENCEVILLE GA 30043 USA 770-339-7467 V004398 DATA GENERAL CORP EDEN PRAIRIE MN 55344 USA 612-828-7160 6069 DATA I/O REDMOND WA 98073-9746 USA 800-332-8246 10623 DATACAL ENTERPRISES LLC GILBERT AZ 85233 USA 800.459.7931 X3109 V003930 DATACARD CORPORATION MINNETONKA MN 55343-9015 USA 952-988-2315 8183 DATASCOPE CORPORATION MAHWAH NJ 07430-0619 USA 800-288-2121 x8477 V002823 DATEL INC MANSFIELD MA 02048-1194 USA 508-339-3000 EXT 133 A000141 DAY-TIMERS LEHIGH VALLEY PA 18002-7001 USA V003377 DB ROBERTS-GA PEACHTREE CITY GA 30269 USA 770-487-7600 V000781 DC ELECTRONICS INC SAN JOSE CA 95125 USA 408-947-4500 11111 De Lage Financial WAYNE PA 19087 USA 989-732-3901 10507 DEBORAH HOLLINSHEAD CLEARWATER FL 33764 USA 727-424-3586 V000432 DEE ELECTRONICS CEDAR RAPIDS IA 52406 USA 888-830-0101 @103 11054 DEK FLEMINGTON NJ 08822 908.782.4140 V000428 DEL POWER CONVERSION VALHALLA NY 10595 USA 800-811-0638 @518 6679 DEPENDABLE COMPONENTS DEERFIELD BEACH FL 33442 USA 800-350-7923 9773 DESIGN & MOLDING SERV INC PISCATAWAY NJ 08854 USA 732-752-0300 V001614 DEXTER MAGNETIC MAT'L - MN ELKGROVE VILLAGE IL 60007 USA 800 775 3829 V001881 DIAMOND METAL PRODUCTS HAM LAKE MN 55304 USA 763-757-8353 V001781 DIAMOND MFG CORP SAN LEANDRO CA 94577 USA 510-614-1225 6060 DIE CUT PRODUCTS CLEVELAND OH 44114-4471 USA 216-771-6994 X110 4407 DIEBOLD INC NORTH CANTON OH 44720-8077 USA 330-490-4485 1180 DIGI-KEY CORPORATION THIEF RIVER FAL MN 56701-0677 USA 800-474-6154 10234 DIRECT COMPONENTS TAMPA FL 33611 USA 813-835-3883 A000833 DIVERSIFIED COLLECTION ALAMEDA CA 94501 USA V004442 DIVERSIFIED ELECT & ASSY MINNEAPOLIS MN 55432 USA 763-784-9600 V001977 DMI NORTH PLAINS OR 97133 USA 800-886-1468 V002105 DONG A PRECISION FOREST GROVE OR 97116 USA 800-331-0675@3010 V004300 DONNELLY CUSTOM MFG ALEXANDRIA MN 56308 USA 320-762-2396 V000825 DOVE ELECT COMPONENTS E SETAUKET NY 11733 USA 800-232-9825 @129 V001645 DOW SWITCH WILMINGTON MA 01887 USA 978 657 7290 5616 Dunn's Business GAYLORD MI 49735 USA 989-732-3901 11099 Duratech LA CROSS WI 54602 USA 608-779-3266 V000291 DYNAMIC DETAILS STERLING VA 20166 USA 703-652-2263 5765 E F D EAST PROVIDENCE RI 02914 USA 800-556-3484 V005702 EAGLE DESIGN GROUP CHESTER SPRINGS PA 19428 USA 610-321-2488@13 V001431 EASTEK INTERNATIONAL BUFFALO GROVE IL 60089 USA 847-353-8300 @228 9881 EASTERN PLASTICS, INC. BRISTOL CT 06010-9188 USA 860-314-2880 X153 8329 Easy Link SERVICES CAROL STREAM IL 60197-6003 USA 800-624-5672
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/ Amount V004851 CONDUCTIVE CONTAINERS INC 763-537-1738 Mfg $ 15,208.74 V000916 CONNECTRONICS - OH Mfg $ 1,073.87 7021 Consolidated Products 865-588-3385 Mfg $ 23.65 5100 CONTACT EAST INC 800-743-8141 Maintenance, Repair & Operating Supplies $ 11,525.66 8080 Contact Systems 203-790-6322 MACHINE REPAIR & PARTS $ 287.00 V000475 COORS CERAMICS CO 303-277-4990 Mfg $ 355.12 V005645 CORETEC INC-ELLESMERE 763-493-8511 Board House $ 4,656.96 V004385 CORIDIAN TECHNOLOGIES 952-361-9981 Mfg $ 6,279.31 V002344 CORNELL DUBILER MARKETING 864-843-3800 Mfg $ 15,869.60 9927 CORR PACK INC 248-348-3636 Others $ 5,961.00 6890 COURTESY FASTENER 773-267-4146 Industrial Distributor $ 585.60 V001794 CREATIVE CARTON 763-493-6511 MRO $ 2,964.95 10726 CREATIVE MOLD & MACHINE 440-338-1647 Mfg $ 854.00 V001747 CRESTWOOD TECH GROUP 914-337-6362 Broker $ 324.00 8111 CRITERION TOOL & DIE INC 216-267-4542 Metals $ 975.00 8171 CROSSROADS INDUSTRIES INC 517-732-6793 Mfg $ 2,288.00 V000470 CROWN PLASTICS 763-557-6638 Distributor $ 469.76 V003715 CRUCIAL TECHNOLOGY 208-363-5633 Mfg $ 815.60 V004250 CRYDOM CORPORATION 619-710-8540 Mfg $ 35,428.43 A000683 CRYSTAL CLEAR $ 66.00 7091 CRYSTAL DIE AND MOLD INC. 847-658-6735 Metals $ 867.00 V001933 CTG (CRESTWOOD TECH GRP) 914-337-6362 Broker $ 450.00 9957 CTS CORP UK LTD 011-44-1698-506007 Customer $151,363.12 A000030 CULLIGAN WATER CONDITION $ 272.00 5187 CUMMINS BRIDGEWAY LLC 989-732-2525 Mfg $ 777.00 V002476 CUNNINGHAM GRAPHICS Mfg $ 915.30 V002089 CUSTOM CONNECTIONS 952-890-8772 Mfg $ 49.92 9814 CUSTOM PLASTIC 407-847-8687 Plastics $ 8,705.00 7048 CUT CRAFT, INC. 817-335-8698 Mfg $ 1,386.00 6245 Cyber Optics 763-542-5100 EQUIPMENT MATERIAL PARTS $ 10,650.00 10759 DALSA INC 519.886.8023 Original Equipment Manufacturer $ 7,830.00 9174 Dan Solowy EMPLOYEE $ - 5777 Danker Screen 770-339-7567 Mfg $ 364.79 V004398 DATA GENERAL CORP 612-828-7161 MRO $ 3,540.85 6069 DATA I/O 425-869-7423 MRO $ 68.00 10623 DATACAL ENTERPRISES LLC 480.813.3280 Plastics $ 89.00 V003930 DATACARD CORPORATION 952-988-1336 Customer $ - 8183 DATASCOPE CORPORATION 201-995-8001 Customer $ - V002823 DATEL INC 508-339-6356 Mfg $ 4,328.48 A000141 DAY-TIMERS MRO $ 34.06 V003377 DB ROBERTS-GA 770-487-2730 Mfg $ 341.05 V000781 DC ELECTRONICS INC 408-947-4510 Distributor $ 46.92 11111 De Lage Financial 989-732-4699 COPIER LEASE FOR GAYLORD $ 536.65 10507 DEBORAH HOLLINSHEAD Maintenance, Repair & Operating Supplies $ 546.00 V000432 DEE ELECTRONICS 319-365-8506 Distributor $ 22,682.66 11054 DEK 908.782.4774 Maintenance, Repair & Operating Supplies $ 2,727.71 V000428 DEL POWER CONVERSION 914-686-2870 Mfg $ 8,625.28 6679 DEPENDABLE COMPONENTS 954-283-5801 Electronic Distribution $ 355.00 9773 DESIGN & MOLDING SERV INC 732-752-4889 Plastics $ 4,246.00 V001614 DEXTER MAGNETIC MAT'L - MN Mfg $ 113.60 V001881 DIAMOND METAL PRODUCTS 763-757-8356 Fabricator $ 241.71 V001781 DIAMOND MFG CORP 510-483-2637 Fabricator $ 4,144.91 6060 DIE CUT PRODUCTS 216-771-0777 Fab $ 1,828.00 4407 DIEBOLD INC 330-490-4508 Customer $ - 1180 DIGI-KEY CORPORATION 218-681-3380 Electronic Distribution $128,918.43 10234 DIRECT COMPONENTS 813-831-0295 Electronic Distribution $ 125.00 A000833 DIVERSIFIED COLLECTION Mfg $ 50.62 V004442 DIVERSIFIED ELECT & ASSY 763-784-9595 Fabricator $ 2,207.70 V001977 DMI 503-647-5287 MRO $ 1,596.00 V002105 DONG A PRECISION 503-359-4747 Board House $ 1,587.60 V004300 DONNELLY CUSTOM MFG 320-762-1770 Fabricator $ 1,411.61 V000825 DOVE ELECT COMPONENTS 631-689-7362 Distributor $ 13,351.57 V001645 DOW SWITCH Mfg $ 3,599.35 5616 Dunn's Business 989-732-4269 SUPPLIES $ 929.86 11099 Duratech 608-779-3333 Mfg $ 254.25 V000291 DYNAMIC DETAILS 703-652-2295 Board House $112,953.49 5765 E F D 401-431-0237 Mfg $ 340.00 V005702 EAGLE DESIGN GROUP 610-321-2492 Mfg $ 17,550.37 V001431 EASTEK INTERNATIONAL 847-353-8900 Subcontractor $ - 9881 EASTERN PLASTICS, INC. 860-314-2888 Plastics $178,954.94 8329 Easy Link SERVICES POLYDYNE SYSTEM QUOTING EDI $ 50.10
Vendor Num Vendor Name Address Line 1 Address Line 2 A000864 EDGAR ONLINE 122 EAST 42ND ST SUITE 2700 8900 Edgar Schulz 5035 EDGE ELECTRONIC INC ONE MILITIA DRIVE A000756 EDUCATED DESIGN 2200 GATEWAY CENTRE BLVD 9281 EDX ELECTRONICS, INC 1040 WILLA SPRINGS DR V000229 EFC INTERNATIONAL 1940 CRAIGSHIRE RD V003434 EFD 977 WATERMAN AVE V001690 EG TECHNOLOGY CORP 60 E MOUNT PLEASANT AVE 7427 EIMO AMERICAS 14320 SOUTH PORTAGE ROAD 8675 ELCON SALES 470 CLIFTON AVE. V000463 ELECT FASTENERS - MN 305 WINTER ST PO BOX 9182 6268 ELECTRO COMP TAPE AND REEL 14190 63RD WAY NORTH V000554 ELECTRO SCIENTIFIC IND'S 13900 NW SCIENCE PARK DR 5693 ELECTRO SPACE FAB 300 W HIGH STREET P O BOX 67 V004580 ELECTROLABS INC 18503 14 MILE RD 6632 ELECTRONIC CONTROL DESIGN 4287-A SE INTERNT'L WAY 6706 ELECTRONIC FASTENERS INC 801 CORNWALL ROAD 9906 ELECTROSWITCH PO BOX 3500-42 V000172 ELKAY FASTENERS 351 LANDING RD PO BOX 88 5047 ELLSWORTH ADHESIVE SYS 7416 NINETEEN MILE ROAD 8547 ELO TOUCHSYSTEMS INC 41752 CRISTY STREET 8012 ELYRIA PLASTIC PRODUCTS 710 TAYLOR STREET 6185 EMC2 DATA GENERAL 4400 COMPUTER DRIVE V000678 EMCO HIGH VOLTAGE 11126 RIDGE RD PO BOX 1025 V001910 ENGEL DIVERSIFIED IND INC 1060 QUAKER AVE BOX 85 7471 ENGINEERED COMPONENTS PO BOX 8121 8644 Enlow Lavada 10592 ENVIROMENTAL ACCESSORIES INC 2551 SR 60 W 7881 EPEC LLC 174 DUCHAINE BLVD V001918 EPIC RESINS 600 INDUSTRIAL BLVD 9410 EPSON ELECTRONICS AMERICA C/O MEGA TECHNOLOGIES INC 3010 ROY BOULEVARD SOUTH 4918 Equiptex 14 NORTH BLEEKER STREET 10455 ERSA INC 1779 PILGRIM ROAD 9871 ESCIENT 6325 DIGITAL WAY V005590 ESI VISION 13900 N W SCIENCE PARK DR 10722 ETRONIC USA 1730 GOLD POINT CIRCLE NORTH V004428 EVERETT CHARLES TECH - CA 700 E HARRISON AVE V000705 EVERLIGHT INT'L CORP 14675 MIDWAY ROAD SUITE221 8076 EVP SOLUTIONS 6103 JOHNS ROAD SUITE 2 3830 EXCEL ELECTROCIRCUITS 50 NORTHPOINTE DR V000460 EXCEL FABRICATING INC 2301 NEVADA AVE N V004469 EXCEL INC 1 AMES COURT UNIT 100 V001521 EXCELL ELECTRONICS CORP 2425 AMERICAN LN V000915 EXPOTEK PRODUCTS CORP 2620 S PARKER RD SUITE 153 6079 FAIR-RITE PRODUCTS CORP C/O CBX ELECTRONICS, INC. 1 COMMERCIAL ROW V000570 FARGO ASSEMBLY 3300 7TH AVE N PO BOX 2340 11084 FARNELL INONE CANAL ROAD,ARMLEY LEEDS 4783 FEMA ELECTRONICS CORP 12 STULTS ROAD SUITE 103 10683 FIRST INTERNATIONAL COMPUTER INC. NO. 300 10056 FIRST LEVEL, INC. 3109 EXPRESS WAY V000431 FISCHER CONNECTORS INC 115 PERIMETER CENTER DR SUITE 1060 8129 FLEXIBLE CIRCUITS INC 222 VALLEY ROAD 4891 FLORIDA METAL STAMPING 6951 108TH AVE NORTH 9095 FLORIDA SEAL AND RUBBER 10350 FISHER AVENUE 10250 FLOWERS BY EVELYN 404 NORTH CENTER 7004 FOUR STAR TOOL INC. 5521 MEADOWBROOK CT. 11124 FOX ELECTRONICS 5570 ENTERPRISE PKWAY V001802 FRALOCK IND 1200 INDUSTRIAL RD UNIT 18 11149 FRANCISCO J. HERNANDEZ DBA FPD. INTERNATIONAL, INC 442 KNIGHT DR. 6635 Fuji America 431A CANAL STREET SUITE C V004607 FUJIPOLY AMERICA CORP 900 MILIK ST PO BOX 119 6713 FUJITSU MICROELECTRONICS INC # 3500 PARKWAY LN. SUITE290 8633 FUSES UNLIMITED INC 9248 ETON AVENUE V004556 FUTURE ELECT - FL 15950 BAY VISTA DRIVE SUITE 340 7296 G & K SERVICES INC 3735 CORPOREX PARK DRIVE 8166 G C AERO 3165 FUJITA STREET 6015 G M T INTERNATIONAL PO BOX 117 8515 G T PACKAGING & JANITORIAL 3820 Cass Road V001780 G&L MANUFACTURING 701 S 32ND ST 7125 GARLAND SERVICES 714 SHEPARD DR 6775 GARRETT I E U INC 1320 WEST MCCOY LANE
Vendor Num Vendor Name City State Zip Country Phone Num A000864 EDGAR ONLINE NEW YORK NY 10168 USA 212-457-8203 8900 Edgar Schulz 5035 EDGE ELECTRONIC INC LEXINGTON MA 02421 USA 800-647-3343 A000756 EDUCATED DESIGN MORRISVILLE NC 27560 USA 1-800-806-6236 9281 EDX ELECTRONICS, INC WINTER SPRINGS FL 32708 USA 800-505-4100X115 V000229 EFC INTERNATIONAL ST LOUIS MO 63146 USA 800 799 4056 V003434 EFD E PROVIDENCE RI 02914-1378 USA 800-828-3331 V001690 EG TECHNOLOGY CORP LIVINGSTON NJ 7039 USA 973-535-6480 7427 EIMO AMERICAS VICKSBURG MI 49097 USA 269.649.1384 x 34 8675 ELCON SALES CLIFTON NJ 07011 973-546-5022 V000463 ELECT FASTENERS - MN WALTHAM MA 2254 USA 781-890-7780 6268 ELECTRO COMP CLEARWATER FL 33760 USA 727-532-4262 V000554 ELECTRO SCIENTIFIC IND'S PORTLAND OR 97229 USA 503-641-4141 5693 ELECTRO SPACE FAB TOPTON PA 19562 USA 610-682-7181 V004580 ELECTROLABS INC FRASER MI 48026 USA 586-294-4150 6632 ELECTRONIC CONTROL DESIGN MILWAUKIE OR 97222-8825 USA 800-323-4548 6706 ELECTRONIC FASTENERS INC SANFORD FL 32773 USA 800-327-0760 9906 ELECTROSWITCH BOSTON MA 02241-0542 USA 888-768-2797 x329 V000172 ELKAY FASTENERS GLENDORA NJ 8029 USA 800-888-3448 5047 ELLSWORTH ADHESIVE SYS STERLING HEIGHT MI 48314 USA 800-888-0698 8547 ELO TOUCHSYSTEMS INC FREMONT CA 94538 USA 610-719-1617 8012 ELYRIA PLASTIC PRODUCTS ELYRIA OH 44035 USA 440-322-8577 6185 EMC2 WESTBORO MA 01580 USA V000678 EMCO HIGH VOLTAGE SUTTER CREEK CA 95685 USA 800-546-3680 V001910 ENGEL DIVERSIFIED IND INC JORDAN MN 55352 USA 952-492-3666 7471 ENGINEERED COMPONENTS SAN LUIS OBISPO CA 93403-8121 USA 800-235-4144 x123 8644 Enlow Lavada 10592 ENVIROMENTAL ACCESSORIES BARTOW FL 33830 USA 813.267.8470 7881 EPEC LLC NEW BEDFORD MA 02745 USA 508.995.5171 V001918 EPIC RESINS PALMYRA WI 53156 USA 262-495-3400 9410 EPSON ELECTRONICS AMERICA ALPHARETTA GA 30005 USA 321-752-6767 4918 Equiptex MT VERNON NY 10550 USA 914-668-4841 10455 ERSA INC PLYMOUTH WI 53073 USA 1.800.363.3772 9871 ESCIENT INDIANAPOLIS IN 46278 USA 317-616-6789x6552 V005590 ESI VISION PORTLAND OR 97229 USA 503-671-5283 10722 ETRONIC USA HIXSON TX 37343 USA 423.842.1876 V004428 EVERETT CHARLES TECH - CA POMONA CA 91767 USA 909-625-5551 V000705 EVERLIGHT INT'L CORP ADDISON TX 75001 USA 972-490-4008 8076 EVP SOLUTIONS TAMPA FL 33634 USA 813-882-8888 3830 EXCEL ELECTROCIRCUITS ORION MI 48359 USA 248-373-0700 V000460 EXCEL FABRICATING INC GOLDEN VALLEY MN 55427 USA 763-531-3952 @121 V004469 EXCEL INC PLAINVIEW NY 11803 USA 516-576-9696 V001521 EXCELL ELECTRONICS CORP ELK GROVE VLG IL 60007 USA 847-766-7455 V000915 EXPOTEK PRODUCTS CORP AURORA CO 80014 USA 303-743-0686 6079 FAIR-RITE PRODUCTS CORP WALLKILL NY 12589-0288 USA 407-774-9100 V000570 FARGO ASSEMBLY FARGO ND 58108 USA 701-298-3803 11084 FARNELL INONE YORKSHIRE LS12 2TU ENGLAND +44 870.1200.208 4783 FEMA ELECTRONICS CORP DAYTON NJ 8810 USA 800-292-3362 10683 FIRST INTERNATIONAL TAIPEI TAIWAN 114 TAIWAN ROC 886-2-2714-8632 10056 FIRST LEVEL, INC. YORK PA 17402 USA 717-266-2450 V000431 FISCHER CONNECTORS INC ALTANTA GA 30346 USA 800 551 0121 8129 FLEXIBLE CIRCUITS INC WARRINGTON PA 18976 USA 215-343-2300 ext.320 4891 FLORIDA METAL STAMPING LARGO FL 34647 USA 727-541-6441 9095 FLORIDA SEAL AND RUBBER TAMPA FL 33619-7838 USA 813-681-5502 10250 FLOWERS BY EVELYN GAYLORD MI 49735 USA 517-732-6227 7004 FOUR STAR TOOL INC. ROLLING MEADOWS IL 60008 USA 847-228-0900 11124 FOX ELECTRONICS FT MEYERS FL 33905 USA 239.693.0099 V001802 FRALOCK IND SAN CARLOS CA 94070 USA 650-631-2470 11149 FRANCISCO J. HERNANDEZ TARPON SPRINGS FL 34688 USA 727.934.0658 6635 Fuji America NEW SMYRNA BCH FL 32168 USA 847-913-0162 V004607 FUJIPOLY AMERICA CORP CARTERET NJ 07008-0119 USA 732-969-0100 6713 FUJITSU MICROELECTRONICS NORCROSS GA 30092 USA 404-242-5862 8633 FUSES UNLIMITED INC CHATSWORTH CA 91311 USA 800-292-0757 V004556 FUTURE ELECT - FL CLEARWATER FL 33760 USA 800-234-1354 7296 G & K SERVICES INC TAMPA FL 33619 USA 813-620-4042 8166 G C AERO TORRANCE CA 90505 USA 310-539-7600 6015 G M T INTERNATIONAL VILLARICA GA 30180 USA 630 375-8367 8515 G T PACKAGING &JANITORIAL TRAVERSE CITY MI 49686 USA 231-929-4923 V001780 G&L MANUFACTURING RICHMOND CA 94804-4105 USA 510-235-2778 7125 GARLAND SERVICES GARLAND TX 75042 USA 972-494-1911 6775 GARRETT I E U INC SANTA MARIA CA 93455 USA 805-922-0594
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/ Amount A000864 EDGAR ONLINE 212-457-8222 $ 600.00 8900 Edgar Schulz EMPLOYEE $ 670.23 5035 EDGE ELECTRONIC INC 631-471-3405 Electronic Distribution $ 1,940.30 A000756 EDUCATED DESIGN 919-469-5743 $ 698.00 9281 EDX ELECTRONICS, INC 407-831-7012 Electronic Distribution $20,296.10 V000229 EFC INTERNATIONAL Mfg $ 156.27 V003434 EFD 401-431-0237 MRO $ 333.66 V001690 EG TECHNOLOGY CORP 973-535-6591 Distributor $ 390.00 7427 EIMO AMERICAS 269.649.3427 Mfg $ 574.00 8675 ELCON SALES 973-546-5523 Electronic Distribution $ 7,375.00 V000463 ELECT FASTENERS - MN 781-890-2042 Distributor $ 182.12 6268 ELECTRO COMP 727-532-4122 Others $ 6,451.00 V000554 ELECTRO SCIENTIFIC IND'S 503-643-4873 Customer $ 24.67 5693 ELECTRO SPACE FAB 610-682-2133 Fab $ 331.00 V004580 ELECTROLABS INC 586-294-6090 Fabricator $ 4,204.85 6632 ELECTRONIC CONTROL DESIGN 503-659-4422 Mfg $ 960.00 6706 ELECTRONIC FASTENERS INC 407-321-4203 Industrial Distributor $ 204.00 9906 ELECTROSWITCH 800-909-9171 Electronic Distribution $ 5,658.00 V000172 ELKAY FASTENERS 856-228-1384 Distributor $ 125.24 5047 ELLSWORTH ADHESIVE SYS 561-988-0766 Industrial Distributor $ 4,632.12 8547 ELO TOUCHSYSTEMS INC 510-790-2605 FACT. Mfg $31,594.00 8012 ELYRIA PLASTIC PRODUCTS 440-322-7979 or 3668 Plastics $14,223.50 6185 EMC2 Mfg $ 873.00 V000678 EMCO HIGH VOLTAGE 209-223-2779 Mfg $ 1,546.00 V001910 ENGEL DIVERSIFIED IND INC 952-492-3790 Fabricator $14,860.56 7471 ENGINEERED COMPONENTS 805-544-8091 Mfg $ 2,093.00 8644 Enlow Lavada EMPLOYEE $ 98.64 10592 ENVIROMENTAL ACCESSORIES 813.701.8084 Maintenance, Repair & Operating Supplies $ 35.00 7881 EPEC LLC 508.995.3691 Printed Circuit Boards $ 1,099.00 V001918 EPIC RESINS 262-495-3410 Mfg $ 264.40 9410 EPSON ELECTRONICS AMERICA 321-752-7484 Original Equipment Manufacturer $31,538.00 4918 Equiptex 914-668-1145 Mfg $ 67.58 10455 ERSA INC 920.893.3322 Others $ 2,166.10 9871 ESCIENT 317-616-6552 Customer $ 493.00 V005590 ESI VISION 503-671-5215 Customer $ - 10722 ETRONIC USA 423.842.1861 Electronic Distribution $ 2,918.00 V004428 EVERETT CHARLES TECH - CA 909-624-9746 MRO $ 1,891.94 V000705 EVERLIGHT INT'L CORP 972-490-5009 Mfg $ 1,719.23 8076 EVP SOLUTIONS 813-884-2597 Mfg $ 689.84 3830 EXCEL ELECTROCIRCUITS 248-373-5036 Printed Circuit Boards $ 4,613.94 V000460 EXCEL FABRICATING INC 763-531-3955 Fabricator $35,471.40 V004469 EXCEL INC 516-576-9191 Broker $ 1,848.50 V001521 EXCELL ELECTRONICS CORP 847-766-1843 Board House $29,872.36 V000915 EXPOTEK PRODUCTS CORP 303-265-9662 Distributor $ 2,023.00 6079 FAIR-RITE PRODUCTS CORP 407-774-9030 Mfg $ 357.00 V000570 FARGO ASSEMBLY 701-298-3806 Mfg $ 5,053.85 11084 FARNELL INONE +44 870.1200.209 Electronic Distribution $ 4,364.00 4783 FEMA ELECTRONICS CORP 800-380-3373 Original Equipment Manufacturer $ 3,802.30 10683 FIRST INTERNATIONAL 886-2-2514-0095 Metals $ 1,765.00 10056 FIRST LEVEL, INC. 717-266-7410 Original Equipment Manufacturer $ 1,073.00 V000431 FISCHER CONNECTORS INC Mfg $ 6,787.63 8129 FLEXIBLE CIRCUITS INC 215-343-2075 Printed Circuit Boards $ 3,920.00 4891 FLORIDA METAL STAMPING 727-545-8582 Metals $ 2,610.00 9095 FLORIDA SEAL AND RUBBER 813-654-2525 Mfg $ 285.00 10250 FLOWERS BY EVELYN 517-232-5749 Company Overhead $ 72.80 7004 FOUR STAR TOOL INC. 847-228-0999 Metals $ 756.00 11124 FOX ELECTRONICS 239.690.3410 Electronic Distribution $ 258.00 V001802 FRALOCK IND 650-631-2478 Fabricator $ 313.64 11149 FRANCISCO J. HERNANDEZ 727.934.1803 Maintenance, Repair & Operating Supplies $ 230.00 6635 Fuji America 847-913-8486 MACHINE REPAIR & PARTS $ 1,319.24 V004607 FUJIPOLY AMERICA CORP 732-969-3311 Mfg $ 779.73 6713 FUJITSU MICROELECTRONICS 404-441-2016 Mfg $ 15.00 8633 FUSES UNLIMITED INC 818-786-8222 Mfg $ 1,611.00 V004556 FUTURE ELECT - FL 727-524-3792 Distributor $ - 7296 G & K SERVICES INC 813-623-1840 Mfg $ 351.30 8166 G C AERO 310-326-7903 Printed Circuit Boards $ 298.00 6015 G M T INTERNATIONAL 770-459-0957 Mfg $ 447.00 8515 G T PACKAGING &JANITORIAL 231-929-7045 Fab $ 3,023.60 V001780 G&L MANUFACTURING 510-236-3133 Fabricator $ 1,543.68 7125 GARLAND SERVICES 972-276-0972 Mfg $ 2,005.00 6775 GARRETT I E U INC 805-922-3643 Mfg $ 335.25
Vendor Num Vendor Name Address Line 1 Address Line 2 E000009 GARY BROOKS 10654 GAYLORD FEED & GRAIN 403W. MITCHELL 6093 GAYLORD OTSEGO CTY C OF C PO BOX 513 9221 GAYLORD PRECISION TOOL COMPANY 15610 O'ROURKE BOULEVARD A000654 GC SERVICES PO BOX 32500 5890 GE Capital PO BOX 402363 8082 GE SUPPLY LOGISTICS 18017 SHELDON RD 7947 GESSERT'S INC DBA/ACE HARDWRE OF OLDSMAR 3790 TAMPA RD 11065 GILL-ROY HOMETOWN HARDWAR 1540 SIUTH OTSEGO AVE 6888 GIRARD RUBBER CORP. 6 WESTCHESTER PLAZA 6063 GLEN'S MARKET (SPARTAN STORES,INC.) PO BOX 79001 7664 GLOBAL ACCESS UNLIMITED 11515 66TH STREET NORTH V000679 GLOBE MFG SALES 1159 US RTE 22 PO BOX 1213 4890 GO ELECTRONICS 360 HICKMAN DRIVE V003057 GOLDCOM INC 141 BRIDE POINT WAY 11037 GOLLEDGE ELECTRONICS LTD ASHWELL PARK V004235 GOMPF BRACKETS 12426 MUKILTEO SPEEDWAY STE C 8683 GOPHER ELECTRONICS 222 LITTLE CANADA RD. 8689 GORDON FOOD SERVICE Payment Processing Center Dept CH 10490 11146 GRAFTEC ELECTRONIC SALES 2255 GLADES RD. V000675 GRAINGER MANUFACTURING 101 N 46TH AVE W V004983 GRAND TRANSFORMERS 1500 MARION PO BOX 799 10770 GRAND TRAVERSE CONT INC 1050 BUSINESS PARK DR V004535 GRANITE PACKAGING 111 WHITTENDALE DRIVE V004365 GRAPHI CODE 6608 216TH ST SW SUITE 100 V000690 GRAYBAR ELECTRIC CO INC 2601 W SUPERIOR ST PO BOX 16027 V000710 GRAYHILL INC C/O NORTHPORT ENGINEERING 953 S CONCORD V005571 GREAT LAKES ENGINEERING 8984 ZACHERY LANE N 8530 H & S TOOL 15101 RACETRACK ROAD 7186 HABILITATION CENTER 22313 BOCA RIO ROAD 6589 HAMAMATSU 360 FOOTHILL ROAD 4936 HAMMOND ELECTRONICS 1230 WEST CENTRAL BLVD P O BOX 3671 V001791 HANNSTAR BOARD CORP C/O SH ELECTRONICS 350 HARVEY RD V004030 HARDWARE SPECIALTIES CO 4740 E INTERSTATE 5367 HARDWARE SPECIALTY CO INC ATLANTA DIV 1701 OAKBROOK DR 7981 Harrison Piping Supply/GREAT LAKES PIPE & SUPPLY 901 DICKERSON 10324 HARRY KRANTZ COMPANY 120 BROADWAY 7012 HAWK ELECTRONICS 511 GLENN AVE PO BOX 1027F v000918 HAZARD COMMUNICATION SYS PO BOX 1174 1980 HEILIND 6901 TPC DR SUITE 500 10885 HERAEUS 24 UNION HILL RD 9419 HI TECH FABRICATIONS INC 2750 HUDSON AVENUE SOUTHEAST 5781 HI TECH INDUSTRIES CORP 736 WESLEY AVE P O BOX 1592 V000788 HIBBING DAILY TRIBUNE 2142 1ST AVE PO BOX 38 V000787 HIBBING FABRICATORS INC 525 W 41ST ST W BELTLINE HWY 169 A000211 HIBBING KIWANIS CLUB P O BOX 153 A000655 HIGHER EDUCATION STUDENT ASSISTANCE AUTHORITY PO BOX 529 V000800 HI-GRADE ALLOY CORP 17425 S LAFLIN AVE PO BOX 155 8366 HILLSBOROUGH COUNTY BOCC PO BOX 30702 9685 HIREL SYSTEMS DOVER FACILITY 140 CROSBY RD. 11041 HI-TECH OPTICAL INC 3139 CHRISTY WAY 10912 HMC ELECTRONICS 33 SPRINGDALE AVE PO BOX 526 3280 HOBART ELECTRONICS 160 S ILLINOIS STREET 10997 HOLT FILTERS INC. 1672 N. HERCULES AVE. SUITE E 6170 HOME DEPOT 30144 US HWY 19 NORTH V004584 HOUSE OF METRICS LTD 347 STUMPTOWN RD V004708 HS MARSTON AEROSPACE LTD WOBASTON ROAD FORDHOUSES 5603 HUMI SEAL DIVISION 26 60 B Q E WEST PO BOX 770445 V004491 HUNT TECHNOLOGIES INC 6436 COUNTY RD 11 V000487 HV COMPONENT ASSOCIATES 5027 INDUSTRIAL RD PO BOX 2245 5310 HYBRICON CORPORATION 12 WILLOW ROAD P O BOX 149 V003664 HY-MEG INC 852-854 WESTGATE DR 9624 HYTEK MICROSYSTEMS INC 400 HOT SPRINGS ROAD 5269 I P C Dept 77-3491 A000049 I.B.E.W. LOCAL 294 503 E 16TH ST A000050 IBM GLOBAL SERVICES PO BOX 98880 A000510 IEEE P O BOX 27954 8763 ILSI AMERICA INCORPORATED 5458 LOUIE LANE V004538 IMPACT COMPONENTS 2300 BOSWELL RD SUITE 120 V004371 IMTRON 5909 BAKER RD 11110 INDIUM CORP OF AMERICA 1676 LINCOLN AVE.
Vendor Num Vendor Name City State Zip Country Phone Num E000009 GARY BROOKS 10654 GAYLORD FEED & GRAIN GAYLORD MI 49735 USA 989.732.4322 6093 GAYLORD OTSEGO CTY C OF C GAYLORD MI 49735 USA 517-732-4000 9221 GAYLORD PRECISION TOOL GAYLORD MI 49735 USA 989.732.4900 A000654 GC SERVICES COLUMBUS OH 43232 USA 5890 GE Capital ATLANTA GA 30384-2363 USA 800-638-2278 8082 GE SUPPLY LOGISTICS MIDDLEBURG OH 44130 USA 216-267-8300 7947 GESSERT'S INC OLDSMAR FL 34677 USA 813-855-3482 11065 GILL-ROY HOMETOWN HARDWAR GAYLORD MI 49735 810.659.2291 6888 GIRARD RUBBER CORP. ELMSFORD NY 10523 USA 800-347-4112 6063 GLEN'S MARKET DETROIT MI 48279-5713 USA 7664 GLOBAL ACCESS UNLIMITED LARGO FL 33773 USA 727-538-2528 V000679 GLOBE MFG SALES MOUNTAINSIDE NJ 07092 USA 800 227 3258 4890 GO ELECTRONICS SANFORD FL 32771 USA 407-328-8011 V003057 GOLDCOM INC SOUTH ST PAUL MN 55075 USA 800-788-8848 11037 GOLLEDGE ELECTRONICS LTD ILLMINSTER TA19 9DX UK +44.1460.256100 V004235 GOMPF BRACKETS MUKILTEO WA 98275-5371 USA 425-348-5002 8683 GOPHER ELECTRONICS ST. PAUL MN 55117 USA 800-592-9519 8689 GORDON FOOD SERVICE Palation IL 60055-0490 USA 11146 GRAFTEC ELECTRONIC SALES BOCA RATON FL 33431 561.994.0933 X225 V000675 GRAINGER MANUFACTURING DULUTH MN 55807-2763 USA 218-624-4274 V004983 GRAND TRANSFORMERS GRAND HAVEN MI 49417 USA 616 842 5430 10770 GRAND TRAVERSE CONT INC TRAVERSE CITY MI 49686 USA 231.946.1057 V004535 GRANITE PACKAGING MOORESTOWN NJ 8057 USA 856-727-1010 V004365 GRAPHI CODE MOUNTLK TERRACE WA 98043 USA 425-672-1980 @105 V000690 GRAYBAR ELECTRIC CO INC DULUTH MN 55806 USA 800-888-6173 V000710 GRAYHILL INC SOUTH ST. PAUL MN 55075 USA 651-457-8000 V005571 GREAT LAKES ENGINEERING MAPLE GROVE MN 55369 USA 763-425-4755 8530 H & S TOOL ODESSA FL 33556 USA 813.920.6873 7186 HABILITATION CENTER BOCA RATON FL 33433 USA 561-483-4200 6589 HAMAMATSU BRIDGEWATER NJ 08807 USA 908-231-0960 4936 HAMMOND ELECTRONICS ORLANDO FL 32802-3671 USA 800-929-3672 V001791 HANNSTAR BOARD CORP MANCHESTER NH 3103 USA 603-669-6762 V004030 HARDWARE SPECIALTIES CO CINCINNATI OH 45246 USA 513 860 5665 5367 HARDWARE SPECIALTY CO INC NORCROSS GA 30093 USA 800-241-5933 EXT134 7981 Harrison Piping Supply/GREAT LAKES PIPE & SUPPLY GAYLORD MI 49735 USA 989-732-5600 10324 HARRY KRANTZ COMPANY GARDEN CITY PAR NY 11040 USA 800-645-6196 XT151 7012 HAWK ELECTRONICS WHEELING IL 60090 USA 800-843-4295 x258 v000918 HAZARD COMMUNICATION SYS MILFORD PA 18337 USA 800-748-0241 1980 HEILIND ORLANDO FL 32822 USA 407.857.6700 10885 HERAEUS W CONSHOHOCKEN PA 19428 USA 610.825.6050 X230 9419 HI TECH FABRICATIONS INC PALM BAY FL 32905 USA 321-768-2409 5781 HI TECH INDUSTRIES CORP TARPON SPRINGS FL 34689 USA 727-942-7933 V000788 HIBBING DAILY TRIBUNE HIBBING MN 55746 USA 218-262-1011 V000787 HIBBING FABRICATORS INC HIBBING MN 55746 USA 218-262-5575 A000211 HIBBING KIWANIS CLUB HIBBING MN 55746 USA A000655 HIGHER EDUCATION STUDENT NEWARK NJ 07101 USA V000800 HI-GRADE ALLOY CORP E HAZEL CREST IL 60429-0155 USA 708-798-8300 8366 HILLSBOROUGH COUNTY TAMPA FL 33630-3702 USA 813-272-6680 9685 HIREL SYSTEMS DOVER NH 03820 USA 603-742-4375 11041 HI-TECH OPTICAL INC SAGINAW MI 48605 989.799.9390 10912 HMC ELECTRONICS CANTON MA 02021 USA 781.821.1870 X154 3280 HOBART ELECTRONICS HOBART IN 46342 USA 219-947-1555 10997 HOLT FILTERS INC. CLEARWATER FL 23765 727.410.7426 6170 HOME DEPOT CLEARWATER FL 34621 813-784-3800 V004584 HOUSE OF METRICS LTD AFTON NY 13730 USA 607 639 2888 V004708 HS MARSTON AEROSPACE LTD WOLVERHAMPTON WV10 6QJ ENGLAND 011 44 01902 623505 5603 HUMI SEAL DIVISION WOODSIDE NY 11377-0445 USA 718-932-0800 V004491 HUNT TECHNOLOGIES INC PEQUOT LAKES MN 56472-3107 USA 218-562-5175 V000487 HV COMPONENT ASSOCIATES FARMINGDALE NJ 07727 USA 732 838 4499 5310 HYBRICON CORPORATION AYER MA 01432 USA 978-772-5422 V003664 HY-MEG INC ADDISON IL 60101 USA 800-322-1953 9624 HYTEK MICROSYSTEMS INC CARSON CITY NV 89706 USA 775-883-0820 ext.114 5269 I P C Chicago IL 60678-3491 USA 847-509-9700 A000049 I.B.E.W. LOCAL 294 HIBBING MN 55746 USA A000050 IBM GLOBAL SERVICES CHICAGO IL 60693 USA A000510 IEEE NEWARK NJ 07101-7954 USA 8763 ILSI AMERICA INCORPORATED RENO NV 89511 USA 775-851-8880 V004538 IMPACT COMPONENTS CHULA VISTA CA 91914 USA 800-326-5139 V004371 IMTRON MINNETONKA MN 55345 USA 952-931-0464 11110 INDIUM CORP OF AMERICA UTICA NY 13502 315.853.4900 X7576
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/ Amount E000009 GARY BROOKS Employee Expense $ 39.00 10654 GAYLORD FEED & GRAIN 989.732.3123 Maintenance, Repair & Operating Supplies $ 141.00 6093 GAYLORD OTSEGO CTY C OF C MRO $ 810.00 9221 GAYLORD PRECISION TOOL 989.732.2785 Mfg $ 60.00 A000654 GC SERVICES Mfg $ 34.88 5890 GE Capital MORTGAGE $ - 8082 GE SUPPLY LOGISTICS 216-267-8318 Industrial Distributor $ 23,733.00 7947 GESSERT'S INC 813-855-4602 Maintenance, Repair & Operating Supplies $ 64.00 11065 GILL-ROY HOMETOWN HARDWAR 810.659.5019 Maintenance, Repair & Operating Supplies $ 22.00 6888 GIRARD RUBBER CORP. 914-592-7336 Fab $ 6,713.00 6063 GLEN'S MARKET MRO $ 277.04 7664 GLOBAL ACCESS UNLIMITED 727-538-2335 Electronic Distribution $ - V000679 GLOBE MFG SALES Mfg $ 239.08 4890 GO ELECTRONICS 407-804-0208 Electronic Distribution $ 593.00 V003057 GOLDCOM INC 651-457-7194 MRO $ 572.69 11037 GOLLEDGE ELECTRONICS LTD +44.1460.256101 Original Equipment Manufacturer $ 4,032.00 V004235 GOMPF BRACKETS 425-348-5150 Mfg $ 1,238.08 8683 GOPHER ELECTRONICS 651-490-4911 Mfg $ 13,571.36 8689 GORDON FOOD SERVICE MRO $ 120.00 11146 GRAFTEC ELECTRONIC SALES 561.994.5518 Electronic Distribution $ 23.00 V000675 GRAINGER MANUFACTURING 218-624-2735 MRO $ 46.60 V004983 GRAND TRANSFORMERS Mfg $ 6,265.16 10770 GRAND TRAVERSE CONT INC 231.946.8182 Maintenance, Repair & Operating Supplies $ 41,588.92 V004535 GRANITE PACKAGING 856-727-1020 Fabricator $ 287.00 V004365 GRAPHI CODE 425-672-2705 MRO $ 3,050.00 V000690 GRAYBAR ELECTRIC CO INC 218-722-0235 MRO $ 674.09 V000710 GRAYHILL INC 651-457-5603 Mfg $ 1,143.75 V005571 GREAT LAKES ENGINEERING 763-425-6106 MRO $ 7,075.00 8530 H & S TOOL 813.926.0573 Mfg $ 1,258.50 7186 HABILITATION CENTER 561-483-1194 Fab $ 6,798.00 6589 HAMAMATSU 908-231-0405 Electronic Distribution $ - 4936 HAMMOND ELECTRONICS 407-648-8584 Electronic Distribution $ 3,251.00 V001791 HANNSTAR BOARD CORP 603-669-1867 Board House $ 11,525.76 V004030 HARDWARE SPECIALTIES CO Mfg $ 82.79 5367 HARDWARE SPECIALTY CO INC 770-449-6257 Industrial Distributor $ 1,172.00 7981 Harrison Piping Supply/GREAT LAKES PIPE & SUPPLY 989-562-2509 Mfg $ 9.38 10324 HARRY KRANTZ COMPANY 516-742-2995 Electronic Distribution $ 5,269.00 7012 HAWK ELECTRONICS 847-459-4091 Electronic Distribution $ 35.00 v000918 HAZARD COMMUNICATION SYS 800-748-0536 Mfg $ 262.00 1980 HEILIND 407.331.5728 Cable Assemblies $ 26,230.51 10885 HERAEUS 610.825.7061 Maintenance, Repair & Operating Supplies $ 2,212.60 9419 HI TECH FABRICATIONS INC 321-723-5304 Metals $ 380.00 5781 HI TECH INDUSTRIES CORP 727-934-9702 Metals $ 16,705.00 V000788 HIBBING DAILY TRIBUNE MRO $ 131.75 V000787 HIBBING FABRICATORS INC 218-262-2106 Fabricator $ 47,596.17 A000211 HIBBING KIWANIS CLUB $ 280.00 A000655 HIGHER EDUCATION STUDENT MRO $ 23.72 V000800 HI-GRADE ALLOY CORP 708-798-8924 MRO $ 1,589.50 8366 HILLSBOROUGH COUNTY Water Utility $ - 9685 HIREL SYSTEMS 603-742-9165 Electronic Distribution $ 13,132.00 11041 HI-TECH OPTICAL INC 989.799.0749 Maintenance, Repair & Operating Supplies $ 72.00 10912 HMC ELECTRONICS 781.821.4133 Maintenance, Repair & Operating Supplies $ 1,086.00 3280 HOBART ELECTRONICS 219-942-0017 Mfg $ - 10997 HOLT FILTERS INC. 727.449.8948 Maintenance, Repair & Operating Supplies $ 390.09 6170 HOME DEPOT MRO $ 281.38 V004584 HOUSE OF METRICS LTD MRO $ 53.50 V004708 HS MARSTON AEROSPACE LTD Mfg $ 3,063.75 5603 HUMI SEAL DIVISION 718-932-4345 Industrial Distributor $ 841.00 V004491 HUNT TECHNOLOGIES INC 218-562-5579 Customer $ - V000487 HV COMPONENT ASSOCIATES Mfg $ 712.16 5310 HYBRICON CORPORATION 978-772-2963 Fab $ 4,860.00 V003664 HY-MEG INC 630-543-9260 Mfg $ 268.24 9624 HYTEK MICROSYSTEMS INC 775-883-0827 Original Equipment Manufacturer $104,794.00 5269 I P C 847-509-9819 Mfg $ 100.00 A000049 I.B.E.W. LOCAL 294 MRO $ 8,994.98 A000050 IBM GLOBAL SERVICES $ 53.00 A000510 IEEE $ 148.00 8763 ILSI AMERICA INCORPORATED 775-851-8882 Original Equipment Manufacturer $ 420.00 V004538 IMPACT COMPONENTS 619-421-5704 Broker $ 526.57 V004371 IMTRON 952-931-0970 MRO $ 329.75 11110 INDIUM CORP OF AMERICA 315.853.1000 CHM $ 25,380.00
Vendor Num Vendor Name Address Line 1 Address Line 2 V003616 INDUCTORS INC 5 TECHNOLOGY DR V000467 INDUSTRIAL MAGNETICS 1240 M-75 S PO BOX 80 6856 INDUSTRIES UNLIMITED INC. 49739 LEONA DRIVE V004437 INDUSTRY CANADA 3701 CARLING AVE BLDG 94 PO BOX 11490 STATION H 11013 INNOVATIVE CIRCUITS, INC. 1095 WINDWARD RIDGE PKY suite 110 10268 INSIGHT DIRECT, INC. 6820 S. HARL AVENUE 6083 INSIGHT ELECTRONICS 5770 HOFFNER AVE. SUITE 101 6928 INSUL-FAB OF TEXAS INC. 6120 PEELER ST V003072 INTERCONNECT CABLE TECH 16041 FLIGHT PATH DR 6237 Intermec 151 SOUTHHALL LN #110 9376 INTER-TECHNICAL LLC P O BOX 535 175 CLEARBOOK ROAD V004236 INTRONICS INC 1400 PROVIDENCE HWY BLDG 2 V003040 IPC - IL 2215 SANDERS RD A000743 IPTE LLC 1235 OLD ALPHARETTA ROAD SUITE 110 V001456 ISI (INSULATOR SEAL INC) 6460 PARKLAND DR 9378 ISOTEK CORPORATION 435 WILBUR AVENUE V005747 ISU - KOREA 12930 BRADLEY AVE V000974 J & L INDUSTRIAL SUPPLY 31800 INDUSTRIAL RD P.O. BOX 3359 10771 J CORTINA INC 603 E JACKSON ST V000976 JACO ELECTRONICS 2401 PILOT KNOB RD SUITE 120 E000011 JAKE DUNGAN 501 OPAL LANE V000718 JAMECO ELECT 1355 SHOREWAY DR PO BOX 822 F000002 JAMES INDUSTRIES 1613 COLONIAL PKWY V000491 JDR MICRODEVICES 1850 S 10TH ST 11156 JEFFREY TOMASSONI 2527 OLD BRIDGE LANE 6961 JF SCHROEDER CO. INC. 2616 S. CLEARBROOK DRIVE E000013 JOANN BUJARSKI 10454 HWY 92 V000989 JOHN HENRY FOSTER MN 3103 MIKE COLLINS DR 8953 JOHNSTONE SUPPLIES 3650 WEST SPRUCE STREET V001998 JOVE PCB C/O CHINA ELECTRONICS 2345 RANCHO DEL ORO RD 5466 JP HEATING OF NORTHERN MI LLC 1830 DICKERSON ROAD 8003 JUSTIN ELECTRONICS CORP 108 NORTH KERR AVE. SUITE F1 10808 JW Winco PO BOX 510035 2815 S CALHOUN 10712 K B CIRCUITS INC 4663 EXECUTIVE DRIVE A000137 K BUILDING COMPONENTS INC 510 W 25TH ST PO BOX 444 4503 K S M ELECTRONICS INC 6630 N W 16TH TERRACE KBG K-BYTE GAYLORD KBT K-BYTE TAMPA 11100 KELLY SERVICES 1212 Solutions Center 6948 KEM-TRON INCORPORATED 7370 BROADMOOR SOUTHEAST V000569 KENDALL CIRCUITS INC 5225-6 ROUTE 347 9562 KENDALL COMPANY (THE) (TYCO HEALTHCARE/KENDALL) 15 HAMPSHIRE STREET V004536 KEN-MAR COMPANY INC 2 NORTHWESTERN DRIVE A000058 KEN'S A-1 EXPRESS INC 1501 E HOWARD ST V000513 KEPCO 131-38 SANFORD AVE 9867 KEYSTONE COMPONENTS 1960 CASE PARKWAY S. 10611 KIDDE-FENWAL INC 400 MAIN STREET A000861 KRISS CHEMICALS 3400 E 42ND ST V003810 KRL/BANTRY COMPONENTS 160 BOUCHARD ST 4503 KSM Electronics 6630 N W 16TH TERRACE F000017 K-TECHNOLOGIES 10816 GIRARD CIR SO 5743 KURT WHITLOCK & ASSOC 1437 HAMLIN AVE V005602 KURTZ NORTH AMERICA 1779 PILGRIM RD V003690 KV ELECTRONICS 121 S E ST V003639 KYCON INC 1810 LITTLE ORCHARD ST 8973 KYOCERA IND CERAMICS CORP PO BOX 100926 A000060 L & M OF HIBBING 3923 1ST AVE 7792 L X D INCORPORATED 7650 FIRST PLACE 10840 L&D LAWN MAINTENANCE INC 2365 N PEACH LAKE DR 5121 LAB SAFETY SUPPLY INC 401 S WRIGHT ROAD PO BOX 5004 V003391 LABEL MASTER 5724 N PULASKI RD PO BOX 46402 10907 LABTRONIX AKAS MFG. CORP. 3200 UNVESTMENT BLVD 7999 LAIRD TECHNOLOGIES (FormerlyInstrumentSpecialties I-80 EXIT 53 SHIELDING WAY 11117 Lakeside OCC 1400 EAST BAY DRIVE 7302 LANGE VENDING INC 6120 W PINE POINT DR PO BOX 668 5222 LANIER HEALTHCARE 4667 N ROYAL DRIVE 6612 LAPPAN'S OF GAYLORD 4085 SOUTH OLD 27 9510 LEADER TECH INCORPORATED 14100 MCCORMICK 8154 Leary Tech Center 5410 N 20TH STREET 5648 LEE SPRING COMPANY 104 INDUSTRIAL AVENUE V000418 LEEDS ELECT - MN 5200 MAYWOOD RD PO BOX 187
Vendor Num Vendor Name City State Zip Country Phone Num V003616 INDUCTORS INC IRVINE CA 92618 USA 888 812 0211 V000467 INDUSTRIAL MAGNETICS BOYNE CITY MI 49712-0080 USA 231-582-3100 6856 INDUSTRIES UNLIMITED INC. CHESTERFIELD MI 48051 USA 586-949-4300 V004437 INDUSTRY CANADA OTTAWA ONT K2H8S2 Canada 613-990-4230 11013 INNOVATIVE CIRCUITS, INC. ALPHARETTA GA 30005 678.339.0012 10268 INSIGHT DIRECT, INC. TEMPE AZ 85283 USA 800-467-4448 EXT5014 6083 INSIGHT ELECTRONICS FL 32822 USA 800-317-7656 6928 INSUL-FAB OF TEXAS INC. DALLAS TX 75235-7125 USA 800-442-1338 V003072 INTERCONNECT CABLE TECH BROOKSVILLE FL 34604 USA 352-796-1716 6237 Intermec MAITLAND FL 32751-7172 USA 800-227-9947 9376 INTER-TECHNICAL LLC ELMSFORD NY 10523-0535 USA 914-347-2474 V004236 INTRONICS INC NORWOOD MA 2062 USA 781 551 5500 V003040 IPC - IL N BROOK IL 60062-6135 USA 847-509-9700 @ 316 A000743 IPTE LLC ALPHARETTA GA 30005 USA 770-360-5523 V001456 ISI (INSULATOR SEAL INC) SARASOTA FL 34243 USA 800-548-9509 @242 9378 ISOTEK CORPORATION SWANSEA MA 02777 USA 508-673-2900 V005747 ISU - KOREA SYLMAR CA 91342 USA 818-833-4812 V000974 J & L INDUSTRIAL SUPPLY LIVONIA MI 48151 USA 800-521-9520 10771 J CORTINA INC TAMPA FL 33602 USA 813.873.1365 V000976 JACO ELECTRONICS MENDOTA HEIGHTS MN 55120 USA 651-452-7464 E000011 JAKE DUNGAN HIBBING MN 55746 USA V000718 JAMECO ELECT BELMONT CA 94002 USA 650 802 1511 F000002 JAMES INDUSTRIES INVERNESS IL 60067 USA 847 358 8000 V000491 JDR MICRODEVICES SAN JOSE CA 95112 USA 800-538-5000 11156 JEFFREY TOMASSONI HASTINGS MN 55033-3406 6961 JF SCHROEDER CO. INC. ARLINGTON IL 60005 USA 847.357.8600 E000013 JOANN BUJARSKI HIBBING MN 55746 USA V000989 JOHN HENRY FOSTER MN EAGAN MN 55121 USA 888-681-5731 8953 JOHNSTONE SUPPLIES TAMPA FL 33607 USA 875-4545 V001998 JOVE PCB OCEANSIDE CA 92056 USA 760-433-6688 5466 JP HEATING OF NORTHERN MI GAYLORD MI 49734 USA 989-732-7571 8003 JUSTIN ELECTRONICS CORP WILMINGTON NC 28405 USA 631-951-4900 SALES 10808 JW Winco NEW BERLIN WI 53151 USA 800-877-8351 10712 K B CIRCUITS INC COLUMBUS OH 43220-3627 USA 614.538.8000 A000137 K BUILDING COMPONENTS INC HIBBING MN 55746 USA 4503 K S M ELECTRONICS INC FT. LAUDERDALE FL 33309 USA 954-971-5900 KBG K-BYTE GAYLORD KBT K-BYTE TAMPA 11100 KELLY SERVICES Chicago IL 60677-1002 USA 6948 KEM-TRON INCORPORATED CALEDONIA MI 49316 USA 616-554-8860 V000569 KENDALL CIRCUITS INC PT JEFFERSON ST NY 11776 USA 631-473-3636 @222 9562 KENDALL COMPANY (THE) MANSFIELD MA 02048 USA 315-788-0300 V004536 KEN-MAR COMPANY INC SALEM NH 3079 USA 603-898-1268 A000058 KEN'S A-1 EXPRESS INC HIBBING MN 55746 USA V000513 KEPCO FLUSHING NY 11352 USA 718-461-7006 @5132 9867 KEYSTONE COMPONENTS TWINSBURG OH 44087 USA 330-425-1210 10611 KIDDE-FENWAL INC ASHLAND MA 01721 USA 508.881.2000 X2251 A000861 KRISS CHEMICALS MINNEAPOLIS MN 55406 USA 218-947-3075 V003810 KRL/BANTRY COMPONENTS MANCHESTER NH 3103 USA 603-668-3210 4503 KSM Electronics FT LAUDERDALE FL 33309 USA 954-971-5900 F000017 K-TECHNOLOGIES MINNEAPOLIS MN 55431 USA 952 835 7615 5743 KURT WHITLOCK & ASSOC ST CLOUD FL 34771 USA 407-892-9876 V005602 KURTZ NORTH AMERICA PLYMOUTH WI 53073 USA 920-893-3772 V003690 KV ELECTRONICS CALEDONIA MN 55921 USA 800-745-5436 V003639 KYCON INC SAN JOSE CA 95125 USA 408-295-1110 8973 KYOCERA IND CERAMICS CORP ATLANTA GA 30384-0926 USA 800-826-0527 A000060 L & M OF HIBBING HIBBING(M147-5) MN 55746 USA 7792 L X D INCORPORATED CLEVELAND OH 44146 USA 440-786-8700 ext 213 10840 L&D LAWN MAINTENANCE INC GAYLORD MI 49735 USA 989.732.1326 5121 LAB SAFETY SUPPLY INC JANESVILLE WI 53547-5004 USA 800-356-0783 V003391 LABEL MASTER CHICAGO IL 60646-0402 USA 800-621-5808 @ 2227 10907 LABTRONIX HAYWARD CA 94545 USA 510.786.3200 X303 7999 LAIRD TECHNOLOGIES DELAWARE WTRGAP PA 18327-0650 USA 570-424-8510 x1256 11117 Lakeside OCC LARGO FL 33771 USA 727-586-0047 7302 LANGE VENDING INC GRAYLING MI 49738 USA 517-348-7321 5222 LANIER HEALTHCARE TUCKER GA 30084 USA 678.837.0273 6612 LAPPAN'S OF GAYLORD GAYLORD MI 49735 USA 989-732-3274 9510 LEADER TECH INCORPORATED TAMPA FL 33626 USA 813-855-6921 8154 Leary Tech Center TAMPA FL 33610 USA 5648 LEE SPRING COMPANY GREENSBORO NC 27406 USA 336-275-3631 V000418 LEEDS ELECT - MN MOUND MN 55364 USA 800-733-1277
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/ Amount V003616 INDUCTORS INC Mfg $15,274.50 V000467 INDUSTRIAL MAGNETICS 231-582-9845 Mfg $ 654.33 6856 INDUSTRIES UNLIMITED INC. 586-949-0850 Metals $ 5,044.00 V004437 INDUSTRY CANADA 613-990-5009 Mfg $ 250.00 11013 INNOVATIVE CIRCUITS, INC. 678.339.0048 Printed Circuit Boards $ 3,179.00 10268 INSIGHT DIRECT, INC. 480-760-8426 Maintenance, Repair & Operating Supplies $ 9,887.00 6083 INSIGHT ELECTRONICS 407-380-5030 Electronic Distribution $ - 6928 INSUL-FAB OF TEXAS INC. 214-366-1598 Fab $ 770.00 V003072 INTERCONNECT CABLE TECH 352-796-1694 Mfg $10,097.44 6237 Intermec 800-227-1707 Maintenance, Repair & Operating Supplies $ 539.29 9376 INTER-TECHNICAL LLC 914-347-7230 Electronic Distribution $ 675.00 V004236 INTRONICS INC Mfg $ 1,335.48 V003040 IPC - IL 847-509-9819 MRO $ 125.00 A000743 IPTE LLC 770-360-9105 $ 198.00 V001456 ISI (INSULATOR SEAL INC) 941-751-3841 Distributor $ 2,548.80 9378 ISOTEK CORPORATION 508-676-0885 Electronic Distribution $ 765.00 V005747 ISU - KOREA 818-833-5900 Board House $ 1,115.00 V000974 J & L INDUSTRIAL SUPPLY 800-284-9094 MRO $ 162.41 10771 J CORTINA INC BROK $ 6,362.00 V000976 JACO ELECTRONICS 651-452-7502 Distributor $ - E000011 JAKE DUNGAN Employee Expense $ - V000718 JAMECO ELECT Mfg $ 31.25 F000002 JAMES INDUSTRIES MRO $ 3,962.17 V000491 JDR MICRODEVICES 408-494-1420 Distributor $ 119.40 11156 JEFFREY TOMASSONI Others $ 3,750.00 6961 JF SCHROEDER CO. INC. 847.357.8113 Fab $ 2,436.00 E000013 JOANN BUJARSKI Employee Expense $ - V000989 JOHN HENRY FOSTER MN 800-582-5826 MRO $ 159.00 8953 JOHNSTONE SUPPLIES 875-3836 Mfg $ 600.00 V001998 JOVE PCB 760-433-0678 Board House $ 3,114.62 5466 JP HEATING OF NORTHERN MI 989-732-3642 MRO $ 8,398.00 8003 JUSTIN ELECTRONICS CORP 910-791-5971 FOR PO Electronic Distribution $ 390.00 10808 JW Winco 800-472-0670 Mfg $ 29.34 10712 K B CIRCUITS INC 614.538.8002 Printed Circuit Boards $ 3,578.00 A000137 K BUILDING COMPONENTS INC Mfg $ 12.33 4503 K S M ELECTRONICS INC 954-977-0489 Electronic Distribution $ 3,113.33 KBG K-BYTE GAYLORD I-C $ - KBT K-BYTE TAMPA I-C $ - 11100 KELLY SERVICES Maintenance, Repair & Operating Supplies $29,248.81 6948 KEM-TRON INCORPORATED 616-554-8861 Mfg $ - V000569 KENDALL CIRCUITS INC 631-473-3723 Broker $ 1,474.56 9562 KENDALL COMPANY (THE) 315-788-7961 DIST $ 2,695.00 V004536 KEN-MAR COMPANY INC 603-894-5683 Fabricator $ 595.87 A000058 KEN'S A-1 EXPRESS INC MRO $ 610.68 V000513 KEPCO 718-767-1102 Mfg $ 4,014.91 9867 KEYSTONE COMPONENTS 330-425-1320 Industrial Distributor $ 1,122.00 10611 KIDDE-FENWAL INC 508.231.2156 Original Equipment Manufacturer $ - A000861 KRISS CHEMICALS 218-562-4058 $ 268.40 V003810 KRL/BANTRY COMPONENTS 603-624-0634 Mfg $ 663.89 4503 KSM Electronics 954-977-0489 Mfg $ - F000017 K-TECHNOLOGIES Mfg $ 5,967.90 5743 KURT WHITLOCK & ASSOC 407-892-6225 Maintenance, Repair & Operating Supplies $ 2,110.00 V005602 KURTZ NORTH AMERICA 920-893-1562 MRO $ 1,793.53 V003690 KV ELECTRONICS 507-725-3340 Distributor $ 295.05 V003639 KYCON INC 408-494-0325 Mfg $ 869.50 8973 KYOCERA IND CERAMICS CORP 360-750-6184 Electronic Distribution $ 5,280.00 A000060 L & M OF HIBBING $ 240.36 7792 L X D INCORPORATED 440-786-8711 Original Equipment Manufacturer $ 4,510.00 10840 L&D LAWN MAINTENANCE INC Maintenance, Repair & Operating Supplies $ 440.00 5121 LAB SAFETY SUPPLY INC 800-543-9910 MRO $ 1,372.96 V003391 LABEL MASTER 800-723-4327 Mfg $ 1,027.45 10907 LABTRONIX 510.786.3268 Metals $ 3,833.00 7999 LAIRD TECHNOLOGIES 570-420-2704 Metals $25,785.49 11117 Lakeside OCC 727-588-2625 MEDICAL TESTING (LEAD) $ 243.75 7302 LANGE VENDING INC Mfg $ 706.42 5222 LANIER HEALTHCARE 678-837-0269 Customer $ - 6612 LAPPAN'S OF GAYLORD MRO $ 1,637.00 9510 LEADER TECH INCORPORATED 813-855-3291 Metals $ 1,526.00 8154 Leary Tech Center TRAINING FOR SOFTWARE $ 48.28 5648 LEE SPRING COMPANY 336-275-0764 MRO $ 268.00 V000418 LEEDS ELECT - MN 952-472-3009 Distributor $ 4,805.64
Vendor Num Vendor Name Address Line 1 Address Line 2 10982 Lem Plastics 23 WALLINGTON AVE 9561 LENTHOR ENGINEERING 1506 GLADDING COURT 7622 LEWIS & CLARK 5505 JOHNS RD SUITE 709 V004476 LIBERTYVILLE #7 PERUVILLE RD V001843 LIEBTHAL TOOL & DIE 814 CASTRO ST V002345 LIGHTHORSE TECHNOLOGIES 4907 MORENS BOULEVARD SUITE1411 9049 LJL ENGINEERING 3621 WEST MOORE AVE A000843 LOFSTROM LAW FIRM LLC PO BOX 491084 10344 LOGIC SOLUTIONS 1161 E MISSION RD V001989 LUCERO CABLE 193 STAUFFER BLVD 7050 LUMEX OPTO COMPONENTS INC 292 E. HELEN RD. V000959 LWC DISTRIBUTORS 28056 OAKLAND OAKS COURT 10616 LXI (LAURALEKX) 1202 TECH BLVD SUITE 108 5352 M S C INDUSTRIAL SUPPLY 151 SUNNYSIDE BLVD CS9101 7224 M S K PRECISION PROD. INC MSK 4100 NW 10TH AVE V004682 M.S.HI-TECH INC 517 ROUTE 111 V001779 MAC CAL CO INC 1737 JUNCTION AVE 7845 MAGNET SALES 11248 PLAYA COURT V001582 MAGNETIC CIRCUIT ELEMENTS 1540 MOFFETT ST V001712 MAGTECH INDUSTRIES CORP 5625-A S ARVILLE V000532 MAIDA DEVELOPMENT CO 20 LIBBY ST PO BOX 3529 V004537 MALASTER COMPANY INC 376 CARIBBEAN DRIVE 10502 Mancinos Pizza TRI-STAR HOSP/LUDLOW ENT 1361 M-32 6807 MANPOWER P O BOX 9130 5914 MAPICS 1000 WINDWARD CONCOURSE PKY SUITE 100 10951 MARC ENTERPRISES 2049 S LYON ST 6894 MARIAN, INC. 1011 E. ST. CLAIRE ST. 9219 MARKEM CORPORATION 150 CONGRESS STREET 9526 MARKING SYSTEMS INC. 4720 INDUSTIRAL V000980 MARKSMAN METALS CO INC 12260 42ND ST NE 10224 MARLIN P. JONES & ASSOC. 1133 OLD DIXIE HIGHWAY 8679 MARTEK POWER 2727 SOUTH LA CIENEGA BLVD. V000785 MARTEX CIRCUITS INC 885 MAUDE AVE V005102 MARYLAND CERAMIC 3100 DUBLIN RD PO BOX 527 6500 MASSILLON CONTAINER 49 OHIO STREET V004161 MASTER DISTRIBUTORS 842 S 7TH ST V000896 MATSUSADA PRECISION INC 745 AOJICHO KUSATSU 11000 MAXTOR CORPORATION FILE #73255 P.O. BOX 60000 V001271 MC MASTER CARR 600 COUNTY LINE RD V001987 MEDER ELECTRONIC INC 766 FALMOUTH RD UNIT A7 10978 MEDICAL DATA ELECTRONICS, 12723 WENTWORTH ST V001274 MEL FOSTER TECH SALES INC 7611 WASHINGTON AVE S 5070 MELCO INCORPORATED 3939 AIRWAY CIRCLE P O BOX 17039 V001624 MELROE - BISMARK 403 AIRPORT RD V001641 MERITEC 1382 WEST JACKSON ST 10493 MERITEK 11824 HAMDEN PLACE V003763 MESA POWER SYSTEMS 2250 MICRO PL 8916 METRO ELECTRIC SUPPLY 425 ROBERTS ROAD V001291 MF ELECTRONICS 10 COMMERCE DRIVE V001710 MICHIGAN LECTROLS CORP 8246 GOLDIE STREET 10833 MICHIGAN SAFETY PRODUCTS 8640 COMMERCE CT V001021 MICRO DIMENSIONAL 548 N TROOPER RD 8338 MICRO OPTICS OF FL. INC. 3941 S.W. 47TH AVE. 9865 MICROSCAN SYSTEMS, INC. 1201 S.W. 7TH STREET 10694 MICROSOFT CORPORATION ONE MICROSOFT WAY V005579 MID AMERICAN CALIBRATION 5500 BUENA VISTA SUITE 101 V000583 MID STATE FABRICATING INC 2101 108TH LANE N E 5683 MID STATES BOLT & SCREW 4126 SOMERS DR V002121 MIDWAY PACKAGING SUPPLY 6386 HWY 2 V003820 MIDWEST PRINTED CIRCUIT 1741 CIRCUIT DR 5468 MILPLEX CIRCUITS INC 1301 W ARDMORE AVENUE V001623 MINI-CIRCUITS - NY 13 NEPTUNE AVE PO BOX 350166 V004330 MINNESOTA GLOVE INC 203 E MARIE AVE V005595 MINNESOTA INDUSTRIES 610 INDUSTRIAL DRIVE a000484 MINNESOTA POWER P O BOX 1001 V003415 MINNESOTA VALVE & FITTING 15901 W 78TH ST V001336 MINNTECH ELECTRONICS 520 W 41ST ST V001319 MISSION 2000 7 BENDIX v000348 MMC ELECTRONICS AMERICA 1365 WILEY ROAD SUITE 149 A000227 MN CHILD SUPPORT PAYMENT PO BOX 64306 A000151 MN DEPT OF REVENUE P O BOX 64651
Vendor Num Vendor Name City State Zip Country Phone Num 10982 Lem Plastics WALLINGTON NJ 07057 USA 973-778-3597 9561 LENTHOR ENGINEERING MILPITAS CA 95035 USA 408-957-3492 7622 LEWIS & CLARK TAMPA FL 33634 USA 813.888.7436 V004476 LIBERTYVILLE LANSING NY 14882-0000 USA 607-533-3662 V001843 LIEBTHAL TOOL & DIE SAN LEANDRO CA 94577 USA 510-483-6562 V002345 LIGHTHORSE TECHNOLOGIES SAN DIEGO CA 92117 USA 800-443-3446 9049 LJL ENGINEERING SANTA ANA CA 92704 USA 714-850-0141 A000843 LOFSTROM LAW FIRM LLC BLAINE MN 55449 USA 10344 LOGIC SOLUTIONS FALLBROOK CA 92028 USA 877-213-8678 V001989 LUCERO CABLE SAN JOSE CA 95125 USA 408-298-6001 7050 LUMEX OPTO COMPONENTS INC PALATINE IL 60067 USA 800-278-5666 X535 V000959 LWC DISTRIBUTORS WIXOM MI 48393 USA 800-650-8810 10616 LXI (LAURALEKX) TAMPA FL 33619 USA 813.663.9682 5352 M S C INDUSTRIAL SUPPLY PLAINVIEW LONG NY 11803 USA 800-645-7270 7224 M S K PRECISION PROD. INC FT LAUDERDALE FL 33309 USA 954-776-0770 V004682 M.S.HI-TECH INC HAUPPAUGE NY 11788 USA 631 979 0010 V001779 MAC CAL CO INC SAN JOSE CA 95112 USA 408-452-4837 7845 MAGNET SALES CULVER CITY CA 90230 USA 310-391-7213 X366 V001582 MAGNETIC CIRCUIT ELEMENTS SALINAS CA 93905 USA 831-757-8752 V001712 MAGTECH INDUSTRIES CORP LAS VEGAS NV 89118 USA 702-364-9998 V000532 MAIDA DEVELOPMENT CO HAMPTON V 23663 USA 757 723 0785 V004537 MALASTER COMPANY INC SUNNYVALE CA 94089 USA 408-745-0104 10502 Mancinos Pizza GAYLORD MI 49735 USA 989-705-7332 6807 MANPOWER WYOMING MI 49509-0130 USA 616-748-2026 5914 MAPICS ALPHARETTA GA 30005 404.875.3550 10951 MARC ENTERPRISES SANTA ANA CA 92705 USA 714.751.4031 6894 MARIAN, INC. INDIANAPOLIS IN 46202 USA 317-638-6525 9219 MARKEM CORPORATION KEENE NH 03431 USA 1-800-322-0116 9526 MARKING SYSTEMS INC. ROWLETT TX 75030 USA 972-475-0770 ex 106 V000980 MARKSMAN METALS CO INC ST MICHAEL MN 55376 USA 763-497-4640 10224 MARLIN P. JONES & ASSOC. LAKE PARK FL 33403 USA 1-800-652-6733 8679 MARTEK POWER LOS ANGELES CA 90034 USA 310-202-8820 EXT 208 V000785 MARTEX CIRCUITS INC MOUNTAIN VIEW CA 97043 USA 650-965-3005 V005102 MARYLAND CERAMIC BEL AIR MD 21014 USA 410-838-4114 6500 MASSILLON CONTAINER NAVARRE OH 44662 USA 330-879-5653 V004161 MASTER DISTRIBUTORS LOUISVILLE KY 40203 USA 502-568-8888 V000896 MATSUSADA PRECISION INC SHIGA JAPAN 888-642-4847 11000 MAXTOR CORPORATION SAN FRANCISCO CA 941603 (408) 894-5240 V001271 MC MASTER CARR ELMHURST IL 60126-2081 USA 630-833-0300 V001987 MEDER ELECTRONIC INC MASHPEE MA 2649 USA 508-539-0002 10978 MEDICAL DATA ELECTRONICS, ARLETA CA 91331-4330 818.768.6411 X2538 V001274 MEL FOSTER TECH SALES INC EDINA MN 55439 USA 952-946-5140 5070 MELCO INCORPORATED CLEARWATER FL 33762 USA 727-573-1822 V001624 MELROE - BISMARK BISMARK ND 58504 USA 701-222-5300 V001641 MERITEC PAINESVILLE OH 44077 USA 440 354 3148 10493 MERITEK SANTA FE SPRING CA 90670 USA 562-948-2236 V003763 MESA POWER SYSTEMS ESCONDIDO CA 92029 USA 760-489-8162 8916 METRO ELECTRIC SUPPLY OLDSMAR FL 34677 USA 727.572.8300 V001291 MF ELECTRONICS NEW ROCHELLE NY 10801 USA 800-331-1236 V001710 MICHIGAN LECTROLS CORP COMMERCE MI 38490 USA 800-445-5714 10833 MICHIGAN SAFETY PRODUCTS HARBOR SPRINGS MI 49740 USA 231.439.5550 V001021 MICRO DIMENSIONAL NORISTOWN PA 19403 USA 800-608-7525 8338 MICRO OPTICS OF FL. INC. DAVIE FL 33314 USA 954-791-0082 9865 MICROSCAN SYSTEMS, INC. RENTON WA 98055 USA 425-226-5700 X1121 10694 MICROSOFT CORPORATION REDMOND WA 98052-6399 USA 425.882.8080 V005579 MID AMERICAN CALIBRATION SHAWNEE MISSION KS 66205 USA 800-488-1391 V000583 MID STATE FABRICATING INC BLAINE MN 55449 USA 763-259-0009 5683 MID STATES BOLT & SCREW BURTON MI 48529 USA 989-732-3265 V002121 MIDWAY PACKAGING SUPPLY DULUTH MN 55810 USA 218-729-8835 V003820 MIDWEST PRINTED CIRCUIT RND LAKE BEACH IL 60073 USA 847-740-4120 5468 MILPLEX CIRCUITS INC ITASCA IL 60143-1104 USA 630-250-1580 V001623 MINI-CIRCUITS - NY NEW YORK NY 11235 USA 417 335 5935 V004330 MINNESOTA GLOVE INC ST PAUL MN 55118 USA 800-423-0428 V005595 MINNESOTA INDUSTRIES CHISHOLM MN 55719 USA 254-3361 a000484 MINNESOTA POWER DULUTH MN 55806-1001 USA V003415 MINNESOTA VALVE & FITTING EDEN PRAIRIE MN 55344-5799 USA 952-937-1160 V001336 MINNTECH ELECTRONICS HIBBING MN 55746-3034 USA 218-262-5228 V001319 MISSION 2000 IRVINE CA 92618 USA 800-472-6233 v000348 MMC ELECTRONICS AMERICA SCHAUMBURG IL 60173 USA 847-490-0222 EXT 202 A000227 MN CHILD SUPPORT PAYMENT ST PAUL MN 55164 USA A000151 MN DEPT OF REVENUE ST PAUL MN 55164-0651 USA
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount 10982 Lem Plastics 973-778-9409 INVENTORY $ 848.96 9561 LENTHOR ENGINEERING 408-945-0347 Printed Circuit Boards $ 58,179.48 7622 LEWIS & CLARK 813.888.7560 MRO $ 1,800.00 V004476 LIBERTYVILLE 607-533-4138 Distributor $ 15,233.33 V001843 LIEBTHAL TOOL & DIE 510-483-6564 Fabricator $ 318.50 V002345 LIGHTHORSE TECHNOLOGIES 858-452-8869 Mfg $ 5,646.60 9049 LJL ENGINEERING 714-850-0117 Fab $ 6,570.00 A000843 LOFSTROM LAW FIRM LLC Benefits $ 90.12 10344 LOGIC SOLUTIONS 760-731-2338 MRO $ 1,292.00 V001989 LUCERO CABLE 408-298-6002 Fabricator $ 1,683.50 7050 LUMEX OPTO COMPONENTS INC 847-359-8904 Mfg $ 231.00 V000959 LWC DISTRIBUTORS 248-380-7705 Distributor $ 68.60 10616 LXI (LAURALEKX) 813.663.0094 Electronic Distribution $ 17,531.30 5352 M S C INDUSTRIAL SUPPLY 800-255-5067 Mfg $ 429.00 7224 M S K PRECISION PROD. INC 954-776-3780 Mfg $ 390.00 V004682 M.S.HI-TECH INC Mfg $ 840.00 V001779 MAC CAL CO INC 408-441-1440 Fabricator $ 180.90 7845 MAGNET SALES 310-391-7463 MRO $ 651.00 V001582 MAGNETIC CIRCUIT ELEMENTS 831-757-5478 Mfg $ 5,827.50 V001712 MAGTECH INDUSTRIES CORP 702-364-1562 Mfg $ 2,820.84 V000532 MAIDA DEVELOPMENT CO MRO $ 1,010.61 V004537 MALASTER COMPANY INC 408-745-0835 Distributor $ 240.00 10502 Mancinos Pizza 989-731-5611 MRO $ 79.79 6807 MANPOWER MRO $ 6,934.89 5914 MAPICS 678.319.8972 Maintenance, Repair & Operating Supplies $174,413.99 10951 MARC ENTERPRISES 714.751.4952 Electronic Distribution $ 1,399.00 6894 MARIAN, INC. 317-638-8664 Fab $ 156.00 9219 MARKEM CORPORATION 1-800-435-2923 Mfg $ 473.00 9526 MARKING SYSTEMS INC. 972-412-0791 Original Equipment Manufacturer $ 236.00 V000980 MARKSMAN METALS CO INC 763-497-4695 Fabricator $ 2,688.26 10224 MARLIN P. JONES & ASSOC. 1-800-432-9937 Others $ 364.00 8679 MARTEK POWER 310-836-4926 Original Equipment Manufacturer $ 3,422.00 V000785 MARTEX CIRCUITS INC 650-965-3317 Board House $ 17,483.26 V005102 MARYLAND CERAMIC 410-457-4333 Mfg $ 125.00 6500 MASSILLON CONTAINER 330-879-2772 Maintenance, Repair & Operating Supplies $ 9,581.06 V004161 MASTER DISTRIBUTORS 502-589-9829 Distributor $ 3,770.48 V000896 MATSUSADA PRECISION INC 888-652-8651 Mfg $ 660.25 11000 MAXTOR CORPORATION 303.702.4327(orders) Original Equipment Manufacturer $ 38,400.00 V001271 MC MASTER CARR 630-834-9427 Mfg $ 2,258.49 V001987 MEDER ELECTRONIC INC 508-539-4088 Mfg $ 15,100.00 10978 MEDICAL DATA ELECTRONICS, 818.768.8429 Customer $ - V001274 MEL FOSTER TECH SALES INC 952-944-0634 Mfg Rep $ 2,875.00 5070 MELCO INCORPORATED 727-572-8705 Industrial Distributor $ 634.30 V001624 MELROE - BISMARK 701-222-5350 Customer $ - V001641 MERITEC Mfg $ 746.00 10493 MERITEK 562-948-2246 Mfg $ 100.00 V003763 MESA POWER SYSTEMS 760-489-5718 Mfg $ 1,717.20 8916 METRO ELECTRIC SUPPLY 727.572.8301 Mfg $ 1,288.00 V001291 MF ELECTRONICS 914-712-2290 Mfg $ 22.20 V001710 MICHIGAN LECTROLS CORP 248-694-0138 Distributor $ 6,617.21 10833 MICHIGAN SAFETY PRODUCTS 231.439.5557 Maintenance, Repair & Operating Supplies $ 75.00 V001021 MICRO DIMENSIONAL 610-630-4763 Mfg $ 215.02 8338 MICRO OPTICS OF FL. INC. 954-791-0096 Mfg $ 100.00 9865 MICROSCAN SYSTEMS, INC. 425-226-8250 Original Equipment Manufacturer $ 60,339.46 10694 MICROSOFT CORPORATION 425.703.3711 Maintenance, Repair & Operating Supplies $258,317.00 V005579 MID AMERICAN CALIBRATION MRO $ 82.50 V000583 MID STATE FABRICATING INC 763-259-0013 Fabricator $ 5,748.35 5683 MID STATES BOLT & SCREW 989-732-8097 Industrial Distributor $ 1,856.81 V002121 MIDWAY PACKAGING SUPPLY 218-729-9555 MRO $ 1,989.20 V003820 MIDWEST PRINTED CIRCUIT 847-740-4187 Board House $ 14,828.16 5468 MILPLEX CIRCUITS INC 630-250-1590 Printed Circuit Boards $ 14,902.00 V001623 MINI-CIRCUITS - NY Mfg $ 14,185.00 V004330 MINNESOTA GLOVE INC 651-552-8511 MRO $ 50.40 V005595 MINNESOTA INDUSTRIES 254-3050 MRO $ 430.02 a000484 MINNESOTA POWER $ 994.22 V003415 MINNESOTA VALVE & FITTING 952-937-2457 MRO $ 205.82 V001336 MINNTECH ELECTRONICS 218-262-2077 Distributor $ 6,398.59 V001319 MISSION 2000 949-380-8380 Broker $ 13,674.22 v000348 MMC ELECTRONICS AMERICA 847-490-0218 Mfg $ 2,420.05 A000227 MN CHILD SUPPORT PAYMENT Benefits $ 1,454.41 A000151 MN DEPT OF REVENUE $ 321.58
Vendor Num Vendor Name Address Line 1 Address Line 2 A000850 MN UI FUND SPECIAL COLLECTIONS UNIT PO BOX 1602 6780 MODULAR ELECTRONICS P O BOX 652 10362 MODULAR MAILING SYSTEMS 1793 W HILLSBOROUGH AVE 9880 MORTON & COMPANY, INC. 11 EAMES STREET V000585 MOTION ENGINEERING INC 33 S LA PATERA LANE 11083 MOTOROLA CARE AND SERVICE 2202 GALVIN DR 5008 MOUSER ELECTRONICS 1000 N MAIN ST 8669 MUROC TOOL 14271 60TH STREET NORTH 1430 MURRAY A PERCIVAL CO 2014 BROWN ROAD 9544 MUSSIO JANITORIAL SUPPLIES INC 2861 US 31 NORTH 11127 MY SMART BENEFITS INC 5265 Hohman Ave. 9909 MYDATA AUTOMATION, INC. TEN TECHNOLOGY DRIVE 8653 N C R CORPORATION 710 OAKFIELD DR SUITE 205 10779 N C S INC. 1565 SYCAMORE AVE 6636 N T U ELECTRONICS 10551 72ND ST N V001944 N4 COMMUNICATIONS CO 3741 raleigh ave V002082 NAI FINANCIAL SERVICES 1023 W. EIGHTH ST. V001946 NAN YA PCB CORPORATION % NYPAC INTERNATIONAL 1000 FREMONT AVE #120 V000921 NANOMETRIC SYSTEMS 451 SOUTH BLVD 4842 NAS INTERPLEX INC 120-12 28TH AVENUE V000302 NATIONAL CALIBRATION&TEST 6960 MADISON AVE W SUITE 11 6863 NATIONAL TECHNOLOGY,INC. 1101 CARNEGIE STREET V000400 NEDCO - MN 3433 E 25TH ST 5631 NEEDHAMS ELECTRONICS SUITE 20 4630 BELIOT DRIVE V001454 NEP ELECTRONICS INC ACCOUNT RECEIVABLE 805 MITTEL DR V002074 NEPTUNE TECHNOLOGY 1600 ALABAMA HWY 9317 NEW ADVANTAGE CORPORATION 9850 16th STREET NORTH 8692 NEW AGE INDUSTRIES, INC. 2300 MARYLAND RD. 9868 NEW ENGLAND SMALL TUBE 480 CHARLES BANCROFT HWY. LITCHFIELD TECHNOLOGY PARK 5098 New Yorker SUITE F 745 NORTH DRIVE V001480 NEWARK ELECTRONICS 2021 E HENNEPIN AVE 5101 NEWARK IN ONE SUITE 104 5601 MARINER STREET 9344 Nextel Communication PO BOX 6220 10967 NEXTIRAONE SOL. LLC. 100 COMMERCE WAY 9971 NMB TECHNOLOGIES CORP. 9730 INDEPENDANCE AVE. 7260 NOBLE INDUSTRIES INC 3430 E 13TH AVE A000711 NORLAND PRODUCTS 2540 ROUTE 130 SUITE 100 V001842 NORON PRECISION MACHINING 265 SOBRANTE WAY SUITE Q 7003 NORTHERN ENGRAVING CORP 1023 SAND LAKE ROAD A000854 NORTHERN INDUSTRIAL 6440 NORTHERN OFFICE SUPPLIER# 221 E MITCHELL ST 11141 NORTHLAKE ENG. 8320 193RD AVE. F000006 NORTHPORT ENGINEERING 953 S CONCORD ST PO BOX 77 V003145 NORVELL ELECTRONICS INC 2251 CHENNAULT V001514 NOTT COMPANY 4480 ROUND LAKE RD W V000671 NRI ELECTRONICS 1605 N BROADWAY V003702 NU HORIZON CORP-MN 10907 VALLEY VIEW RD V001485 NU WAY ELECTRONICS INC 165 MARTIN LANE V005663 NU-ART GRAPHICS 899 FERNHILL ROAD 10511 OAK TECHNOLOGY INC 10 PRESIDENTIAL WAY V003470 OAKDALE COMMUNICATIONS 7784 20TH ST NORTH V003166 ODC PO BOX 878 10508 Office Innovations SERVICES INC 6103 JOHNS ROAD SUITE 709 V000790 OFFICE NORTH INC 1734 E 40TH ST A000385 OFFICE OF CHILD SUPPORT CHILD SUPPORT PAYMENT CENTER 700 GOVERNOR'S DRIVE A000109 OLD HOWARD SALOON PO BOX 329 4991 OLECO 18683 TRIMBLE COURT P O BOX 463 A000205 OMAR'S SALES 11088 MATEZEVICH RD V002021 OMEGA COMPONENTS 1951 SOUTH OBT SUITE 101 V001546 OMEGA ENGINEERING INC 1 OMEGA DR V001772 OMNI CIRCUITS INT'L 15261 TELCOM DR V000193 OPTO 22 43044 BUSINESS PARK DR 7394 ORGANIC PRODUCTS CO PO BOX 170428 9875 ORIENTAL MOTOR 1555 NORTH BASSWOOD RD 11044 ORION INDUSTRIES INC ONE ORION PARK DRIVE 6173 OTSEGO MEMORIAL HOSP 825 N CENTER ST 11130 OVERHEAD DOOR CO OF TAMPA BAY 4908 SAVARESE CIRCLE V000376 P&M INDUSTRIES INC 1425 GRANDVIEW AVE PO BOX 520 V002110 PACIFIC SCIENTIFIC INSTRU 481 CALIFORNIA AVE 10718 Pam Kwapis V004540 PANEL COMPONENTS PO BOX 115
Vendor Num Vendor Name City State Zip Country Phone Num A000850 MN UI FUND ST PAUL MN 55101 USA 6780 MODULAR ELECTRONICS MARICOPA CA 93252-0652 USA 661-769-9305 10362 MODULAR MAILING SYSTEMS TAMPA FL 33603-1130 USA 813-876-6245 9880 MORTON & COMPANY, INC. WILMINGTON MA 01887 USA 978-657-7726 V000585 MOTION ENGINEERING INC SANTA BARBARA CA 93117 USA 802 681 3300 11083 MOTOROLA CARE AND SERVICE ELGIN IL 60123 847.783.2545 5008 MOUSER ELECTRONICS MANSFIELD TX 76063 USA 800-346-6873 X2435 8669 MUROC TOOL CLEARWATER FL 33760 USA 727-539-8006 1430 MURRAY A PERCIVAL CO AUBURN HILLS MI 48326 USA 248-276-9970 9544 MUSSIO JANITORIAL ALANSON MI 49706 USA 231-347-6865 11127 MY SMART BENEFITS INC HAMMOND IN 46325 USA 9909 MYDATA AUTOMATION, INC. PEABODY MA 01960 USA 800.693.2821 8653 N C R CORPORATION BRANDON FL 33511 USA 800.543.8130 EXT8588 10779 N C S INC. BOHEMIA NY 11716 USA 631.486.2000 6636 N T U ELECTRONICS LARGO FL 33777 USA 727-544-2122 x25/28 V001944 N4 COMMUNICATIONS CO BETTENDORF IA 52722 USA 563 650 7800 V002082 NAI FINANCIAL SERVICES CINCINNATI OH 45203 USA 513-421-9191 V001946 NAN YA PCB CORPORATION LOS ALTOS CA 94024 USA 650 947 1514 V000921 NANOMETRIC SYSTEMS OAK PARK IL 60302 USA 708-524-1407 4842 NAS INTERPLEX INC FLUSHING NY 11354 USA 718-961-6212 V000302 NATIONAL CALIBRATION&TEST GOLDEN VALLEY MN 55427 USA 800-593-7617 6863 NATIONAL TECHNOLOGY,INC. ROLLING MEADOWS IL 60008-1008 USA 847-506-1300 V000400 NEDCO - MN MINNEAPOLIS MN 55406 USA 800-605-2323 5631 NEEDHAMS ELECTRONICS SACRAMENTO CA 95838 USA 916-924-8037 V001454 NEP ELECTRONICS INC WOOD DALE IL 60191 USA 800-284-7470 V002074 NEPTUNE TECHNOLOGY TALLASSEE AL 36076 USA 334-283-7266 9317 NEW ADVANTAGE CORPORATION ST PETERSBURG FL 33716 USA 727-576-0550 8692 NEW AGE INDUSTRIES, INC. WILLOW GROVE PA 19090 USA 877-851-0719 9868 NEW ENGLAND SMALL TUBE LITCHFIELD NH 03052 USA 800-532-1330 5098 New Yorker MELBOURNE FL 32934 USA 321-727-0399 V001480 NEWARK ELECTRONICS MINNEAPOLIS MN 55413-2722 USA 800-263-9275 5101 NEWARK IN ONE TAMPA FL 33609-3402 USA 813-287-1578 9344 Nextel Communication CAROL STREAM IL 60197-6220 USA 10967 NEXTIRAONE SOL. LLC. HACKENSACK NJ 07601 201.646.1571 X2251 9971 NMB TECHNOLOGIES CORP. CHATSWORTH CA 91311 USA 818-341-3355 x4472 7260 NOBLE INDUSTRIES INC HIBBING MN 55746 USA 800-457-7012 A000711 NORLAND PRODUCTS CRANBURY NJ 8512 USA 609-395-1966 V001842 NORON PRECISION MACHINING SUNNYVALE CA 94086 USA 408-739-6486 7003 NORTHERN ENGRAVING CORP HOLMEN WI 54636 USA 608-526-3366 A000854 NORTHERN INDUSTRIAL 6440 NORTHERN OFFICE SUPPLIER# PETOSKEY MI 49770 USA 231-347-7400 11141 NORTHLAKE ENG. BRISTOL WI 53104 262.857.9600 F000006 NORTHPORT ENGINEERING S ST PAUL MN 55075 USA 612 457 8000 V003145 NORVELL ELECTRONICS INC CARROLLTON TX 75006 USA 800-477-0021 V001514 NOTT COMPANY ARDEN HILLS MN 55112-1961 USA 651-415-3400 V000671 NRI ELECTRONICS ROCHESTER MN 55906 USA 877-426-9678 V003702 NU HORIZON CORP-MN EDEN PRAIRIE MN 55344 USA 800-726-9394 V001485 NU WAY ELECTRONICS INC ELK GROVE VILLA IL 60007 USA 800-323-7957 V005663 NU-ART GRAPHICS WEST CHESTER PA 19380 USA 610-436-4336 10511 OAK TECHNOLOGY INC WOBURN MA 01801 USA 781.638.7687 V003470 OAKDALE COMMUNICATIONS OAKDALE MN 55128 USA 800-779-8060 V003166 ODC HIBBING MN 55746 USA 218-263-8303 10508 Office Innovations SERVICES INC TAMPA FL 33634 USA 813-885-4497 V000790 OFFICE NORTH INC HIBBING MN 55746-3663 USA 218-262-3807 A000385 OFFICE OF CHILD SUPPORT PIERRE SD 57501 USA A000109 OLD HOWARD SALOON HIBBING MN 55746 USA 4991 OLECO SPRING LAKE MI 49456 USA 616-842-6790x21 A000205 OMAR'S SALES HIBBING MN 55746 V002021 OMEGA COMPONENTS APOPKA FL 32703 USA 800-231-6602 @107 V001546 OMEGA ENGINEERING INC STAMFORD CT 06967 USA 800 826 6342 V001772 OMNI CIRCUITS INT'L BROOKSVILLE FL 34604 USA 352-799-9997 EXT 238 V000193 OPTO 22 TEMECULA CA 92590-3614 USA 909-695-3055 7394 ORGANIC PRODUCTS CO IRVING TX 75017 USA 972-438-7321 9875 ORIENTAL MOTOR SCHAUMBURG IL 60173 USA 847-285-5100 x101 11044 ORION INDUSTRIES INC AYER MA 01432 978.772.6000 X120 6173 OTSEGO MEMORIAL HOSP GAYLORD MI 49735-1592 USA 517-731-2202 11130 OVERHEAD DOOR CO OF TAMPA FL 33634 USA V000376 P&M INDUSTRIES INC THOROFARE NJ 8086 USA 856-848-9570 V002110 PACIFIC SCIENTIFIC INSTRU GRANTS PASS OR 97526 USA 541-472-6592 10718 Pam Kwapis V004540 PANEL COMPONENTS OSKALOOSA IA 52577-0115 USA 800-662-2290
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount A000850 MN UI FUND MRO $ 112.00 6780 MODULAR ELECTRONICS 661-769-9305 Mfg $ 88.00 10362 MODULAR MAILING SYSTEMS 813-875-6410 Maintenance, Repair & Operating Supplies $ 16.00 9880 MORTON & COMPANY, INC. 978-658-0039 Original Equipment Manufacturer $13,862.00 V000585 MOTION ENGINEERING INC Mfg $ 5,442.00 11083 MOTOROLA CARE AND SERVICE 847.761.1791 Customer $ - 5008 MOUSER ELECTRONICS 817-804-3899 Electronic Distribution $ 2,535.46 8669 MUROC TOOL 727-531-5744 Fab $ 5,061.90 1430 MURRAY A PERCIVAL CO 248-276-9980 Industrial Distributor $23,883.59 9544 MUSSIO JANITORIAL 231-347-2058 Maintenance, Repair & Operating Supplies $ 2,830.58 11127 MY SMART BENEFITS INC Maintenance, Repair & Operating Supplies $ 8,006.00 9909 MYDATA AUTOMATION, INC. 978.948.6912 Maintenance, Repair & Operating Supplies $ 5,957.00 8653 N C R CORPORATION 800.253.1846 Maintenance, Repair & Operating Supplies $ 2,739.64 10779 N C S INC. 631.980.7983 Electronic Distribution $40,279.75 6636 N T U ELECTRONICS 727-544-6629 Printed Circuit Boards $ - V001944 N4 COMMUNICATIONS CO Mfg $ 1,875.00 V002082 NAI FINANCIAL SERVICES 800-454-1652 MRO $ 798.54 V001946 NAN YA PCB CORPORATION Mfg $ 1,430.00 V000921 NANOMETRIC SYSTEMS 708-524-0774 Mfg $ 2,428.50 4842 NAS INTERPLEX INC 718-539-9115 Industrial Distributor $ 317.00 V000302 NATIONAL CALIBRATION&TEST 763-593-7620 MRO $ 1,345.20 6863 NATIONAL TECHNOLOGY,INC. 847-506-1340 Printed Circuit Boards $54,844.95 V000400 NEDCO - MN 800-605-3836 Mfg $ 4,456.91 5631 NEEDHAMS ELECTRONICS 916-924-8065 Mfg $ 135.00 V001454 NEP ELECTRONICS INC 630-595-8748 Distributor $ - V002074 NEPTUNE TECHNOLOGY 334-283-7292 Customer $ 9,950.10 9317 NEW ADVANTAGE CORPORATION 727-576-0551 Electronic Distribution $ 5,627.00 8692 NEW AGE INDUSTRIES, INC. 800-837-1856 Mfg $ 325.00 9868 NEW ENGLAND SMALL TUBE 603-429-1601 Plastics $13,898.00 5098 New Yorker 321-725-4976 Mfg $ 94.05 V001480 NEWARK ELECTRONICS 800-718-1998 Distributor $ 7,090.70 5101 NEWARK IN ONE 813-286-2572 Electronic Distribution $ 4,347.18 9344 Nextel Communication MRO $ 3,582.02 10967 NEXTIRAONE SOL. LLC. 201.646.0485 Customer $38,241.41 9971 NMB TECHNOLOGIES CORP. 818-718-6574 Electronic Distribution $ 6,261.00 7260 NOBLE INDUSTRIES INC 218-262-2120 Printed Circuit Boards $ - A000711 NORLAND PRODUCTS 609-395-9006 $ 25.00 V001842 NORON PRECISION MACHINING 408-739-2734 Fabricator $ 356.25 7003 NORTHERN ENGRAVING CORP 608-526-6346 Mfg $ 529.00 A000854 NORTHERN INDUSTRIAL Distributor $ 3,200.00 6440 NORTHERN OFFICE SUPPLIER# 231-347-2927 MRO $ 1,039.89 11141 NORTHLAKE ENG. 262.857.6819 Original Equipment Manufacturer $ 2,156.00 F000006 NORTHPORT ENGINEERING MRO $ 8,471.81 V003145 NORVELL ELECTRONICS INC 972-490-7245 Distributor $ 2,614.90 V001514 NOTT COMPANY 651-415-3589 MRO $ 265.02 V000671 NRI ELECTRONICS 507-252-9995 Fabricator $50,611.76 V003702 NU HORIZON CORP-MN 952-942-9144 Distributor $52,079.36 V001485 NU WAY ELECTRONICS INC 847-437-7165 Distributor $ 212.30 V005663 NU-ART GRAPHICS 610-692-1772 Fabricator $ 9,522.34 10511 OAK TECHNOLOGY INC 781.638.7555 Original Equipment Manufacturer $16,355.00 V003470 OAKDALE COMMUNICATIONS 651-779-1038 MRO $ 160.00 V003166 ODC 218-263-6338 MRO $18,814.69 10508 Office Innovations SERVICES INC 813-886-3676 MRO $ 96.30 V000790 OFFICE NORTH INC 218-262-3806 MRO $ 8,192.39 A000385 OFFICE OF CHILD SUPPORT Benefits $ 64.62 A000109 OLD HOWARD SALOON MRO $ 210.20 4991 OLECO 616-842-5886 Cable Assemblies $42,219.00 A000205 OMAR'S SALES Distributor $ 18.18 V002021 OMEGA COMPONENTS 407-862-7724 Broker $33,759.70 V001546 OMEGA ENGINEERING INC mfg $ 34.38 V001772 OMNI CIRCUITS INT'L 352-799-0799 Distributor $24,162.10 V000193 OPTO 22 909-695-3095 Mfg $ 440.82 7394 ORGANIC PRODUCTS CO SAME AS PHONE Mfg $ 7.00 9875 ORIENTAL MOTOR 847-843-1909 Original Equipment Manufacturer $13,955.00 11044 ORION INDUSTRIES INC 978.772.0021 Electronic Distribution $ 3,430.00 6173 OTSEGO MEMORIAL HOSP MRO $ 30.00 11130 OVERHEAD DOOR CO OF Maintenance, Repair & Operating Supplies $ 128.00 V000376 P&M INDUSTRIES INC 856-848-6388 Mfg $ 8,435.22 V002110 PACIFIC SCIENTIFIC INSTRU 541-472-6595 Customer $30,227.45 10718 Pam Kwapis Employee Expense $ - V004540 PANEL COMPONENTS 800-645-5360 Mfg $ 24.09
Vendor Num Vendor Name Address Line 1 Address Line 2 11045 PAPER DIRECT, INC. PO BOX 2933 7323 PAR MARKETING OF FLORIDA PAR WORLDWIDE GROUP INC 2385 AERIAL WAY V003788 PARA TECH COATING INC 35 ARGONAUT #A1 5647 Parlex 7 INDUSTRIAL WAY V003436 PART MINER 80 RULAND RD 6089 Pat Blanzy V001596 PATTON IND PRODUCTS 8410 PILLSBURY AVE S A000738 PAY PAL DISCOUNT-SOFTWARE V000562 PC POWER & COOLING 5995 AVENIDA ENCINAS 5128 PEERLESS ELECTRONICS INC (Corporate Off Lynbrook NY) 10100 WEST SAMPLE ROAD 8920 PERFECTO INDUSTRIES INC 1567 CALKINS DRIVE 11091 PGF TECHNOLOGY GROUP, INC 2993 TECHNOLOGY DRIVE 5266 PHILIPS MEDICAL SYSTEMS (Cleveland), Inc. (formerly Marconi Medical Systems) 8162 Phillip Smelt 5686 PHOENIX CONTACT P O BOX 4100 7751 PHOENIX MOLD AND DIE 710 TAYLOR STREET 7115 PHOTO ETCH TECHNOLOGY 71 WILLIE STREET 10469 PHOTOCIRCUITS CORP.-NY 31 SEA CLIFF AVENUE V000993 PHYSICAL ELECTRONICS INC 18725 LAKE DRIVE EAST V004617 PIK POWER INC 9 AUSTIN DR PO BOX 147 A000694 PLAINVIEW BATTERIES INC 23 NEWTOWN RD V000844 PLETRONICS 19013 36TH AVE W SUITE H 10706 PLEXUS NPI PLUS CORP 40675 ENCYCLOPEDIA CIRCLE A000599 PLUNKETT'S 40 NE 52ND WAY V001923 PLX TECHNOLOGY C/O CAHILL SCHMITZ & CAHILL 315 N PIERCE 11128 PMJ AUTOMEC USA 410 SUNSET STREET SUITE A 8113 POLY CIRCUITS INC 475 INDUSTRIAL DRIVE V003421 POLYCASE PRODUCTS 1305 CHESTER INDUST PKWY V000066 POLYDYNE DEVELOPMENT 9390 RESEARCH BLVD #415 8467 POLYMER DESIGN INC 180 PLEASANT STREET 10645 POLYTRON P. O. BOX 398 7213 POMPANO PRECISION 131 SOUTHWEST 5TH ST 4323 POSITRONICS INDUSTRIES 423 N CAMPBELL PO BOX 8247 V001850 POWER CELL BATTERY PROD 2025 GLEN ELLYN RD V001272 POWER LINE COMPONENTS INC 3960 N BANANA RIVER BLVD V000897 POWERTRONICS 7171 COMMERCE CIRCLE W PO BOX 32065 11061 Powerwave N9246 HWY 80 6997 PRECISION DEVICES INC. 3001 LATHAM DRIVE 6839 PRECISION EXTRUSIONS INC 720 EAST GREEN AVENUE PO BOX 120 6886 PRECISION INCORPORATED 1800 FREEWAY BLVD. V001484 PRECISION RESISTIVE PROD 202 MACK LANE P O BOX 189 V000608 PRECISION RESISTOR CO 10601 75TH ST N V004259 PRECISION VALUE & AUTOM 15 SOLAR DR V001684 PREM MAGNETICS 3521 N CHAPEL HILL RD 5058 PRIDMORE CORPORATION 150B EAST DR V004477 PRIMARY SOURCE ELECT 28031 MARTINIQUE DR 4717 PRIMO MICROPHONES INC PO BOX 1570 1805 COUCH DR 9396 PRO COMPONENTS INC 115 PLYMOUTH RD. V002118 PRO FORMANCE ELECTRONICS 709 SILVER PALM AVENUE SUITE K F000016 PRO-COMP ASSOCIATES 1049 E ST V005467 PRODEX SUPPLY INC 6298 BURY DRIVE 11085 PROGENY INTERNATION LLC 13944 LYNMAR BLVD BLDG. 2 A000185 PROGRESSIVE BUSINESS PUB. 370 TECHNOLOGY DRIVE P O BOX 3019 8723 PROGRESSIVE HYDRAULICS, INCORPORATED 280 MIDLAND AVE. BLDG. G1 V001704 PROJECTS UNLIMITED 3680 WYSE RD PO BOX 14538 V005007 PROLINK INCORPORATED 148 EASTERN BLVD V000405 PRO-TECH INC 4300 PEAVEY RD 7513 PROTEK DEVICES 2929 SOUTH FAIR LANE 10699 PTA CORPORATION 148 CHRISTIAN STREET 4827 PUI PROJECTIONS UNLIMITED INC 845 WOBURN STREET A000862 PULSE 12220 WORLD TRADE DR 6323 Q A TECHNOLOGY CO INC 110 TOWLE FARM RD. 10880 QUALITY CIRCUITS INC 1102 PROGRESS DRIVE 11036 QUALITY NETWORKS, INC. 135 INDUSTRIAL BLVD 10538 QUALITY PALLETS, INC. 9773 S. BURKETT ROAD 9672 QUAM-NICHOLS COMPANY 234 EAST MARQUETT ROAD 10262 QUEST COMPONENTS, INC 250 TURNBULL CANYON RD CITY OF 5905 R & L CARRIERS INC P.O. BOX 713153 5581 R F ELECTRONICS INC # 20432 BARENTS SEA CIRCLE 2680 R S ELECTRONICS 760 NORTH DRIVE SUITE B 4941 R S HUGHES CO INC 7721 ANDERSON ROAD
Vendor Num Vendor Name City State Zip Country Phone Num 11045 PAPER DIRECT, INC. COLORADO SPRING CO 80901 800.272.7377 7323 PAR MARKETING OF FLORIDA BROOKSVILLE FL 34604-0687 USA 352-799-8200 V003788 PARA TECH COATING INC ALISO VIEJO CA 92656 USA 630-539-1146 5647 Parlex SALEM NH 03079 USA 978-685-4341 V003436 PART MINER MELVILLE NY 11747 USA 800-969-2000 @2411 6089 Pat Blanzy V001596 PATTON IND PRODUCTS BLOOMINGTON MN 55420 USA 800-367-7335 A000738 PAY PAL DISCOUNT-SOFTWARE V000562 PC POWER & COOLING CARLSBAD CA 92008 USA 800-722-6555 5128 PEERLESS ELECTRONICS INC CORAL SPRINGS FL 33065 USA 800-327-4993 8920 PERFECTO INDUSTRIES INC GAYLORD MI 49735 USA 517-732-2941 11091 PGF TECHNOLOGY GROUP, INC ROCHESTER HILLS MI 48309 248.852.2800 5266 PHILIPS MEDICAL SYSTEMS CLEVELAND OH 44143 USA 440-483-5912 8162 Phillip Smelt 5686 PHOENIX CONTACT HARRISBURG PA 17111 USA 717-944-1300 EXT3667 7751 PHOENIX MOLD AND DIE ELYRIA OH 44035 USA 440-322-0970 7115 PHOTO ETCH TECHNOLOGY LOWELL MA 01854 USA 978-805-5000 10469 PHOTOCIRCUITS CORP.-NY GLEN COVE NY 11542 USA 516-609-1315 V000993 PHYSICAL ELECTRONICS INC CHANHASSEN MN 55317-9384 USA 952-828-6401 V004617 PIK POWER INC MARLBOROUGH CT 6447 USA 800-962-0380 A000694 PLAINVIEW BATTERIES INC PLAINVIEW NY 11803 USA 516/249-2873 V000844 PLETRONICS LYNNWOOD WA 98036 USA 425-776-1880 10706 PLEXUS NPI PLUS CORP FREMONT CA 94538 USA 510.668.9150 A000599 PLUNKETT'S FRIDLEY MN 55421 USA 877 571 7100 V001923 PLX TECHNOLOGY ST PAUL MN 55104-5229 USA 651-699-0200 11128 PMJ AUTOMEC USA LONGMONT CO 80501 303.702.0081 8113 POLY CIRCUITS INC WEST CHICAGO IL 60185 USA 630.562.4735 V003421 POLYCASE PRODUCTS AVON OH 44011 USA 800-248-1233 V000066 POLYDYNE DEVELOPMENT AUSTIN TX 78759-6540 USA 512-343-9100 @ 104 8467 POLYMER DESIGN INC ROCKLAND MA 02370 USA 781-871-4606 EX239 10645 POLYTRON PATERSON NJ 07544 USA 973.345.5885 7213 POMPANO PRECISION POMPANO BEACH FL 33060 USA 800-628-8333 4323 POSITRONICS INDUSTRIES SPRINGFIELD MO 65801-8247 USA 417-866-2322 ext2373 V001850 POWER CELL BATTERY PROD GLENDALE HEIGHT IL 60139 USA 630-469-4206 V001272 POWER LINE COMPONENTS INC COCOA BEACH FL 32931 USA 866-804-8005 V000897 POWERTRONICS MINNEAPOLIS MN 55432-065 USA 763-571-2325 @14 11061 Powerwave NECEDAH WI 54646 USA 800-356-5737 6997 PRECISION DEVICES INC. MADISON WI 53713 USA 800-274-9825 6839 PRECISION EXTRUSIONS INC BENSENVILLE IL 60106 USA 630-766-0340 6886 PRECISION INCORPORATED MINNEAPOLIS MN 55430-1747 USA 763-561-6880 X32 V001484 PRECISION RESISTIVE PROD MEDIAPOLIS IA 52637 USA 319-394-9131 V000608 PRECISION RESISTOR CO LARGO FL 33777-1421 USA 727-541-5771 V004259 PRECISION VALUE & AUTOM HALFMOON NY 12065 USA 518-371-2684 V001684 PREM MAGNETICS MCHENRY IL 60050 USA 815-385-2700 5058 PRIDMORE CORPORATION MELBOURNE FL 32904 USA 800-881-2072 ext105 V004477 PRIMARY SOURCE ELECT MISSION VIEJO CA 92692 USA 949-582-9570 4717 PRIMO MICROPHONES INC MCKINNEY TX 75070 USA 800-767-7466, EXT28 9396 PRO COMPONENTS INC MORRESVILLE NC 28117 704-799-7916 V002118 PRO FORMANCE ELECTRONICS MELBOURNE FL 32901 USA 321-768-2866 F000016 PRO-COMP ASSOCIATES TEWKSBURY MA 01876 USA 978 858 0100 V005467 PRODEX SUPPLY INC EDEN PRAIRIE MN 55346 USA 952-934-7480 11085 PROGENY INTERNATION LLC TAMPA FL 33626 813.818.9912 A000185 PROGRESSIVE BUSINESS PUB. MALVERN PA 19355 USA 8723 PROGRESSIVE HYDRAULICS, SADDLEBROOK NJ 07663 USA 800-447-4409 V001704 PROJECTS UNLIMITED DAYTON OH 45414-5802 USA 937-918-2207 V005007 PROLINK INCORPORATED GLASTONBURY CT 06033 USA 860 659 5928 V000405 PRO-TECH INC CHASKA MN 55318 USA 800-404-9028 7513 PROTEK DEVICES TEMPE AZ 85282-3153 USA 602-414-5114 10699 PTA CORPORATION OXFORD CT 06478 USA 303-652-2502 4827 PUI PROJECTIONS WILMINGTON MA 01887 USA 978-988-1655 A000862 PULSE SAN DIEGO CA 92128 USA 6323 Q A TECHNOLOGY CO INC HAMPTON NH 03842 USA 603-926-1193 10880 QUALITY CIRCUITS INC FERGUS FALLS MN 56537 USA 218.739.9707 11036 QUALITY NETWORKS, INC. WETUMPKA AL 36092 334.567.2259 10538 QUALITY PALLETS, INC. McBAIN MI 49657 USA 231.825.8361 9672 QUAM-NICHOLS COMPANY CHICAGO IL 60637 USA 800-633-3669 x 126 10262 QUEST COMPONENTS, INC INDUSTRY CA 91745 USA 626-723-2820 5905 R & L CARRIERS INC COLUMBUS OH 43271-3153 USA 513-382-1494 5581 R F ELECTRONICS INC # LAKE FOREST CA 92630 USA 800.523.1094 x 305 2680 R S ELECTRONICS MELBOURNE FL 32934 USA 800-621-6628 4941 R S HUGHES CO INC TAMPA FL 33634 USA 813-882-4755
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount 11045 PAPER DIRECT, INC. 800.443.2973 Maintenance, Repair & Operating Supplies $ 69.00 7323 PAR MARKETING OF FLORIDA 352-799-0200 Printed Circuit Boards $ - V003788 PARA TECH COATING INC 630-539-1158 Subcontractor $ 518.81 5647 Parlex 978-688-3468 Mfg $ 9,001.53 V003436 PART MINER 631-514-3560 Broker $ 250.50 6089 Pat Blanzy Employee Expense $ 125.00 V001596 PATTON IND PRODUCTS 952-881-4888 Distributor $ 468.42 A000738 PAY PAL DISCOUNT-SOFTWARE $ 31.50 V000562 PC POWER & COOLING 760-931-6988 Mfg $ 123.67 5128 PEERLESS ELECTRONICS INC 800-222-8127 Electronic Distribution $ 228.00 8920 PERFECTO INDUSTRIES INC 517-732-7007 Mfg $ 80.00 11091 PGF TECHNOLOGY GROUP, INC 248.852.2992 Cable Assemblies $ 414.00 5266 PHILIPS MEDICAL SYSTEMS 440-483-7485 Customer $ - 8162 Phillip Smelt Employee Expense $ 203.65 5686 PHOENIX CONTACT 717-702-4224 Electronic Distribution $ 15,327.71 7751 PHOENIX MOLD AND DIE 440-322-3668 Plastics $ 8,090.22 7115 PHOTO ETCH TECHNOLOGY 978-805-5048 Mfg $ 9,965.00 10469 PHOTOCIRCUITS CORP.-NY 516.609.1073 Printed Circuit Boards $ - V000993 PHYSICAL ELECTRONICS INC 952-828-6176 Customer $ - V004617 PIK POWER INC 860-295-0670 Distributor $ 5,718.00 A000694 PLAINVIEW BATTERIES INC 516/249-2876 $ 584.00 V000844 PLETRONICS 425-776-2760 Mfg $ 1,596.00 10706 PLEXUS NPI PLUS CORP 510.668.9090 Customer $ 1,050.00 A000599 PLUNKETT'S Mfg $ 59.91 V001923 PLX TECHNOLOGY 651-699-0800 Mfg $ 10,275.00 11128 PMJ AUTOMEC USA 303.774.8730 Maintenance, Repair & Operating Supplies $ 1,304.00 8113 POLY CIRCUITS INC 630.562.2430 Mfg $ 4,560.00 V003421 POLYCASE PRODUCTS 440-934-0088 Mfg $ 220.56 V000066 POLYDYNE DEVELOPMENT MRO $ 47.38 8467 POLYMER DESIGN INC 781-871-5460 Plastics $ 5,927.00 10645 POLYTRON 973.345.1264 Original Equipment Manufacturer $ 343.00 7213 POMPANO PRECISION 954-782-0910 Mfg $ 1,665.00 4323 POSITRONICS INDUSTRIES 417-866-4115 Original Equipment Manufacturer $ 3,748.00 V001850 POWER CELL BATTERY PROD 630-469-7830 Distributor $ 3,668.72 V001272 POWER LINE COMPONENTS INC 321-799-5444 Broker $ 19,474.60 V000897 POWERTRONICS 763-571-7315 Distributor $ 228.13 11061 Powerwave 608-565-2509 MACHINE REQ PARTS $ 120.84 6997 PRECISION DEVICES INC. 608-831-3343 Original Equipment Manufacturer $ 8,775.00 6839 PRECISION EXTRUSIONS INC 630-766-0495 Fab $ 3,952.00 6886 PRECISION INCORPORATED 763-561-9050 Original Equipment Manufacturer $ 379.00 V001484 PRECISION RESISTIVE PROD 319-394-9280 Mfg $ 268.82 V000608 PRECISION RESISTOR CO 727-546-9515 Mfg $ 1,141.41 V004259 PRECISION VALUE & AUTOM 518-371-2688 MRO $ 788.19 V001684 PREM MAGNETICS 815-385-8578 Mfg $ 1,086.24 5058 PRIDMORE CORPORATION 321-723-0481 Electronic Distribution $ 34,528.75 V004477 PRIMARY SOURCE ELECT 949-582-9191 Broker $ 11,476.47 4717 PRIMO MICROPHONES INC 972-548-1351 Original Equipment Manufacturer $ 167.00 9396 PRO COMPONENTS INC 704-799-7918 Electronic Distribution $ 20,724.75 V002118 PRO FORMANCE ELECTRONICS 321-768-2526 Distributor $ 5,100.00 F000016 PRO-COMP ASSOCIATES Distributor $ 8.07 V005467 PRODEX SUPPLY INC 952-934-7954 Distributor $ 170.00 11085 PROGENY INTERNATION LLC 813.818.9991 Electronic Distribution $316,271.85 A000185 PROGRESSIVE BUSINESS PUB. $ 230.00 8723 PROGRESSIVE HYDRAULICS, 201-791-3582 Fab $121,568.00 V001704 PROJECTS UNLIMITED 937-918-2206 Mfg $ 10,825.62 V005007 PROLINK INCORPORATED Mfg $ 600.00 V000405 PRO-TECH INC 952-442-2472 Board House $ 1,911.60 7513 PROTEK DEVICES 602-431-2288 Mfg $ 3,929.00 10699 PTA CORPORATION 303-652-2417 Plastics $ 3,079.50 4827 PUI PROJECTIONS 978-988-1662 Mfg $ 11,610.87 A000862 PULSE Mro $ 537.50 6323 Q A TECHNOLOGY CO INC 603-926-8701 Mfg $ 336.00 10880 QUALITY CIRCUITS INC 218.739.9205 Printed Circuit Boards $ - 11036 QUALITY NETWORKS, INC. 334.567.1895 Cable Assemblies $ 2,929.00 10538 QUALITY PALLETS, INC. 231.825.0167 Others $ 2,995.00 9672 QUAM-NICHOLS COMPANY 773-488-6944 Original Equipment Manufacturer $ 9,928.00 10262 QUEST COMPONENTS, INC 626-333-5668 Electronic Distribution $ 3,404.85 5905 R & L CARRIERS INC Freight $ 45.00 5581 R F ELECTRONICS INC # 949.583.9898 Mfg $ 840.00 2680 R S ELECTRONICS 321-253-4241 Mfg $ 8,665.90 4941 R S HUGHES CO INC 813-881-1591-seebelw Industrial Distributor $ -
Vendor Num Vendor Name Address Line 1 Address Line 2 A000582 R.C. FABRICATORS INC 11473 E HWY 37 P O BOX 449 2610 RADIO SHACK GAYLORD ELECTRONICS 1234 SOUTH OTSEGO A000087 RADKO IRON & SUPPLY INC PO BOX 488 V000862 RALTRON ELECTRONICS - MN 5909 BAKER RD SUITE 510 9045 Ramix Inc 1672 DONLON STREET V003503 RAND TECHNOLOGY INC - CA 17595 CARTWRIGHT RD A000089 RANGE CREDIT BUREAU PO BOX 706 10687 RAPID METAL PRODUCTS INC 4243 HOLDEN ROAD 11007 Raytheon RELABILITY ANALYSIS LAB 131 SPRING ST V001506 RDI ELECT LTD/T&B - MN 400 COLUMBUS AVE E000024 REGINA BRANT 10513 Reid Carpentier V000319 REID GRAPHICS & MFG 7 CONNECTOR RD v001468 RENATA BATTERIES US 990 N BROWSER RD SUITE 900 V005657 RENCO ELECTRONICS - FL 595 INTERNATIONAL PLACE 9039 REPTRON MANUFACTURING SERVICES HIBBING FACILITY 3125 EAST 14TH AVE V001883 REPTRON MFG SERV-GAYLORD 1746 O'ROURKE BLVD 8995 RESPOND FIRST AID SYSTEMS P.O. BOX 149 5854 REXEL DATACOM SUITE 1308 5711 JOHNS ROAD V000621 REYNOLDS INDUSTRIES 5005 MC CONNELL AVE 11014 RF MICRO DEVICES 7628 THORNDIKE RD V005238 RHOMBUS INDUSTRIES 15801 CHEMICAL LANE V004093 RICHARDSON ELECT - IL 40 W 267 KESLINGER RD BOX 393 9934 RiverOne THE NETWORK GRP/COM NET 31364 VIA COLINAS A000718 RIVERSIDE COUNTY DEPT OF CHILD SUPPORT SERVICES PO BOX 19990 10504 RL TURICK CO INC 186 MAIN ST 10915 Robertson Industrial Sale 3690 GUYTON ROAD 6876 ROCHESTER ELECTRONICS 10 MALCOLM HOYT DRIVE v001841 ROLYN OPTICS 706 ARROWGRAND CIRCLE V001662 RON SCHARA OUTDOOR CALEND 6009 WAYZATA BLVD @224 9876 RONNINGEN RESEARCH AND DEVELOPMENT COMPANY 6700 E. YZ AVENUE 5224 ROYCE ELECTRONIC SALES 1015 SUNSHINE LANE V001878 ROYONICUSA 23820 ROTUNDA RD V004274 RP GRAPHICS 1311 16TH AVE E 11132 RPR Wyatt 4515 N 16TH STREET SUITE 205 V005661 R-THETA INC 6220 KESTRUEL RD - THETA INC 10447 RUTHERFORD, WILLIAM J. 7254 S M T RESEARCH INC 37575 N HWY 59 V000445 S.W. ANDERSON 18674 LAKE DR E V003418 SAELIG CO INC 1 CABERNET CIRCLE 5064 SAFETY PRODUCTS 4780 136 TH AVENUE V003932 SAGER ELECT - MN 1355 MENDOTA HEIGHTS RD SUITE 260 5012 SAGER ELECTRICAL SUPPLY 474 SOUTH NORTHLAKE BLVD SUITE #1024 A000863 SALVATION ARMY OF THE FOX CITIES MEMORIAL FOR STAN PLZAL 4240 SAMTEC INCORPORATED PO BOX 1147 810 PROGRESS BLVD 10631 SANBOR CORPORATION 7355 WILLIAM AVE. 5389 SANMINA CORPORATION 10947 Golden West 9061 SANYO VIDEO COMPONENTS 100 CUMMINGS CENTER SUITE 218C V001907 SARONIX 141 JEFFERSON DRIVE 5722 Saunders 1122 N MAIN STREET V000207 SCANDIC 700 MONTAGUE AVE 4365 SCHUSTER ELECTRONICS 2057-D EAST AURORA ROAD 11026 SCIENTIFIC MOLD. CORP. 330 SMC DRIVE 3900 SCREENGRAPHICS 5859 S STRAITS HWY V000643 SEELYE PLASTICS 9700 NEWTON AVE S A000831 SEICA SPA 3748 S WALLACE ST 2ND FL 5946 SELIG CHEMICAL INDUSTRIES 840 SELIG DR S W PO BOX 43106 10614 SEMITEC 400 W MAIN ST SUITE 332 9421 SEMITECH ELECTRONIC CORP 13917 LYNMAR BOULEVARD 5208 SEMTECH CORPORATION 200 FLYNN RD. 6579 SENSYM/ICT CORP HONEYWELL 1804 McCARTHY BLVD 9633 SERVICE BY AIR 6030 BENJAMIN ROAD SUITE E/F 10478 SERVICEMASTER CLEANING SERVICES 547 S. OTSEGO AVENUE 10524 SERVOFLO 75 ALLEN ST V002113 SETON NAME PLATE CO PO BOX DB-1331 V004254 SG INDUSTRIES INC 900 CUMMINGS CENTER SUITE 122U 9173 Shannon Drew E000030 SHAWN ROJESKI 9093 SHERCON 10425 SLUSHER DRIVE 9366 SHERLOCK MACHINE INC 13751 65TH ST NORTH 5947 SHOGYO INTERNT'L GROUP 45 EXECUTIVE DR
Vendor Num Vendor Name City State Zip Country Phone Num A000582 R.C. FABRICATORS INC HIBBING MN 55746 USA 218/262-5600 2610 RADIO SHACK GAYLORD MI 49735 USA 517-732-6731 A000087 RADKO IRON & SUPPLY INC HIBBING MN 55746 USA V000862 RALTRON ELECTRONICS - MN MINNETONKA MN 55345 USA 952 931 1242 9045 Ramix Inc VENTURA CA 93003 USA 805-560-2111 V003503 RAND TECHNOLOGY INC - CA IRVINE CA 92614 USA 949 250 6770 A000089 RANGE CREDIT BUREAU HIBBING MN 55746 USA 10687 RAPID METAL PRODUCTS INC LAKELAND FL 33811 USA 863-701-0058 11007 Raytheon LEXINGTON MA 02421 USA 781-860-3330 V001506 RDI ELECT LTD/T&B - MN VALHALLA NY 10595 USA 301-733-3119 E000024 REGINA BRANT 10513 Reid Carpentier V000319 REID GRAPHICS & MFG ANDOVER MA 1810 USA 978-474-1930 v001468 RENATA BATTERIES US RICHARDSON TX 75081 USA V005657 RENCO ELECTRONICS - FL ROCKLEDGE FL 32955 USA 321-637-1000 9039 REPTRON MANUFACTURING HIBBING MN 55746 USA 218-262-8244 V001883 REPTRON MFG SERV-GAYLORD GAYLORD MI 49735 USA 989-705-3226 8995 RESPOND FIRST AID SYSTEMS OLDSMAR FL 34677 USA 813-855-3673 5854 REXEL DATACOM TAMPA FL 33634 USA 813-249-7900 V000621 REYNOLDS INDUSTRIES LOS ANGELES CA 90066 USA 310-823-5491 @218 11014 RF MICRO DEVICES GREENSBORO NC 27409-9421 336.678.5515 V005238 RHOMBUS INDUSTRIES BEACH CA 92649-1595 USA 714-898-0960 V004093 RICHARDSON ELECT - IL LAFOX IL 60147 USA 800-737-6937 @2048 9934 RiverOne WESTLAKE VILLAG CA 91362 USA 800-638-9547 X-1245 A000718 RIVERSIDE COUNTY RIVERSIDE CA 95202 USA 10504 RL TURICK CO INC NEW HARTFORD CT 06057 USA 860-693-2230 10915 Robertson Industrial Sale BIRMINGHAN AL 35244 USA 205-823-4187 6876 ROCHESTER ELECTRONICS NEWBURYPORT MA 01950-4018 USA 978-462-9332 v001841 ROLYN OPTICS COVINA CA 91722-2199 USA 626-915-5707 V001662 RON SCHARA OUTDOOR CALEND MINNEPOLIS MN 55416 USA 612-546-3746 9876 RONNINGEN RESEARCH AND VICKSBURG MI 49097 USA 269-649-0520 5224 ROYCE ELECTRONIC SALES ALTAMONTE SPRIN FL 32714 USA 800-432-4929 V001878 ROYONICUSA VALENCIA CA 91355 USA 661-257-0303 V004274 RP GRAPHICS HIBBING MN 55746 USA 218-263-5215 11132 RPR Wyatt PHOENIX AZ 85016 USA 602-263-7779 V005661 R-THETA INC MISSISSAUGA ONT L5T 1Y9 CANADA 800 388 5428 10447 RUTHERFORD, WILLIAM J. RMS - GAYLORD USA 7254 S M T RESEARCH INC LAKE VILLA IL 60046 USA 847-587-7858 V000445 S.W. ANDERSON CHANHASSEN MN 55317 USA 952-934-2700 V003418 SAELIG CO INC FAIRPORT NY 14450 USA 5064 SAFETY PRODUCTS HOLLAND MI 49424 USA 616-399-2693 V003932 SAGER ELECT - MN MENDOTA HEIGHTS MN 55120 USA 888-724-3736 5012 SAGER ELECTRICAL SUPPLY ALTAMONTE SP FL 32701 USA 407-834-9070 A000863 SALVATION ARMY APPLETON WI 54911 4240 SAMTEC INCORPORATED NEW ALBANY IN 47150-1147 USA 812-944-6733 10631 SANBOR CORPORATION ALLENTOWN PA 18106 USA 610-530-8500 x 687 5389 SANMINA CORPORATION Hunt Valley MD 21031 USA 410-771-5607 9061 SANYO VIDEO COMPONENTS BEBERLY MA 01915 USA 978-922-6573 V001907 SARONIX MENLO PARK CA 94025-1114 USA 952-893-1000 5722 Saunders LOMBARD IL 60148 USA 800-553-4555 V000207 SCANDIC SAN LEANDRO CA 94577 USA 510-352-3700 @15 4365 SCHUSTER ELECTRONICS TWINSBURG OH 44087 USA 800-521-1358 11026 SCIENTIFIC MOLD. CORP. SOMERSET WI 54025 715-247-3500 3900 SCREENGRAPHICS INDIAN RIVER MI 49749 USA 231-238-4499 V000643 SEELYE PLASTICS MINNEAPOLIS MN 55431 USA 800-328-2728 A000831 SEICA SPA CHICAGO IL 60609 USA 5946 SELIG CHEMICAL INDUSTRIES ATLANTA GA 30378 USA 404-691-9220 10614 SEMITEC BABYLON NY 11702 USA 631-587-4086 9421 SEMITECH ELECTRONIC CORP TAMPA FL 33626 USA 813-854-3311 5208 SEMTECH CORPORATION CAMARILLO CA 93012-8790 USA 805-498-2111 6579 SENSYM/ICT CORP HONEYWELL MILPITAS CA 95035 USA 408-954-1100 EXT6709 9633 SERVICE BY AIR TAMPA FL 33634 USA 813-249-1812 10478 SERVICEMASTER CLEANING GAYLORD MI 49735 USA 517.732.6244 10524 SERVOFLO LEXINGTON MA 02421 USA 781-862-9572 V002113 SETON NAME PLATE CO NEW HAVEN CT 6505 USA 800-243-6624 V004254 SG INDUSTRIES INC BEVERLY MA 1915 USA 978-922-4299 9173 Shannon Drew E000030 SHAWN ROJESKI 9093 SHERCON SANTA FE SPRING CA 90670 USA 800-228-3218 9366 SHERLOCK MACHINE INC LARGO FL 33771 USA 727-538-9400 5947 SHOGYO INTERNT'L GROUP PLAINVIEW NY 11803 USA 516-349-5200
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount A000582 R.C. FABRICATORS INC 218/262-5153 $ 21.30 2610 RADIO SHACK MRO $ 316.00 A000087 RADKO IRON & SUPPLY INC $ 44.21 V000862 RALTRON ELECTRONICS - MN Mfg $ 3,593.58 9045 Ramix Inc 805-650-2110 Mfg $ 582.00 V003503 RAND TECHNOLOGY INC - CA Mfg $ 5,250.00 A000089 RANGE CREDIT BUREAU Benefits $ 25.30 10687 RAPID METAL PRODUCTS INC 863-648-5027 Metals $ 394.00 11007 Raytheon 781-860-3380 TESTING LAB $ 3,720.00 V001506 RDI ELECT LTD/T&B - MN 301-733-3085 Mfg $ 1,012.67 E000024 REGINA BRANT Employee Expense $ - 10513 Reid Carpentier Employee Expense $ - V000319 REID GRAPHICS & MFG 978-474-1931 Mfg $ 997.40 v001468 RENATA BATTERIES US Mfg $ 193.73 V005657 RENCO ELECTRONICS - FL 321-637-1600 Mfg $ 9,381.43 9039 REPTRON MANUFACTURING 218-263-8970 Mfg $ 1,432.00 V001883 REPTRON MFG SERV-GAYLORD 989-732-2538 Customer $ 4,445.95 8995 RESPOND FIRST AID SYSTEMS 813-891-0516 MRO $ 187.00 5854 REXEL DATACOM 813 622-7424 Mfg $ 827.00 V000621 REYNOLDS INDUSTRIES 310-822-8046 Mfg $ 1,462.76 11014 RF MICRO DEVICES 336.664.0292 Original Equipment Manufacturer $ 1,712.00 V005238 RHOMBUS INDUSTRIES 714-896-0971 Mfg $ 379.35 V004093 RICHARDSON ELECT - IL 630-208-2662 Distributor $ 10,937.50 9934 RiverOne 818-889-4987 Electronic Distribution $ 15,521.42 A000718 RIVERSIDE COUNTY Benefits $ 164.54 10504 RL TURICK CO INC 860-693-1965 Mfg $ 4,608.00 10915 Robertson Industrial Sale 205-425-8196 Mfg $ 149.82 6876 ROCHESTER ELECTRONICS 978-462-9512 Electronic Distribution $ 53.00 v001841 ROLYN OPTICS 626-915-1379 Mfg $ 499.77 V001662 RON SCHARA OUTDOOR CALEND 612-545-4688 MRO $ 350.00 9876 RONNINGEN RESEARCH AND 269-649-0526 Original Equipment Manufacturer $ 1,950.00 5224 ROYCE ELECTRONIC SALES 407-682-7752 Industrial Distributor $ 546.10 V001878 ROYONICUSA 661-254-5622 Mfg $ 272.00 V004274 RP GRAPHICS 218-263-5215 MRO $ 12.78 11132 RPR Wyatt 602-263-8686 Mfg $ 600.00 V005661 R-THETA INC Mfg $ 617.80 10447 RUTHERFORD, WILLIAM J. Employee Expense $ - 7254 S M T RESEARCH INC 847-587-7851 Mfg $ 2,092.00 V000445 S.W. ANDERSON 952-934-2716 Distributor $ 118.79 V003418 SAELIG CO INC Mfg $ 3,500.00 5064 SAFETY PRODUCTS 616-399-8737 Maintenance, Repair & Operating Supplies $ 5,310.23 V003932 SAGER ELECT - MN 651-405-3166 Distributor $ 54,853.84 5012 SAGER ELECTRICAL SUPPLY 407-834-9740 Electronic Distribution $103,448.00 A000863 SALVATION ARMY MRO $ 50.00 4240 SAMTEC INCORPORATED 812-948-5047 Original Equipment Manufacturer $ 164.00 10631 SANBOR CORPORATION 610-530-9600 Cable Assemblies $ 25,767.76 5389 SANMINA CORPORATION 410-771-5614 Printed Circuit Boards $ - 9061 SANYO VIDEO COMPONENTS 978-922-7428 Mfg $ 1,488.00 V001907 SARONIX 952-893-0466 Mfg $ 781.58 5722 Saunders 630-627-8337 Mfg $ 328.00 V000207 SCANDIC 510-352-6914 Mfg $ 4,035.65 4365 SCHUSTER ELECTRONICS 330-425-1863 Electronic Distribution $ 116.00 11026 SCIENTIFIC MOLD. CORP. 715-247-3611 Plastics $ 12,077.62 3900 SCREENGRAPHICS 231-238-4503 Fab $ 137.00 V000643 SEELYE PLASTICS 952-881-3503 Distributor $ 265.66 A000831 SEICA SPA Mfg $ 138.45 5946 SELIG CHEMICAL INDUSTRIES 404-691-5503 Mfg $ 647.00 10614 SEMITEC 631-321-9604 Mfg $ 1,017.01 9421 SEMITECH ELECTRONIC CORP 813-854-3442 Electronic Distribution $ 1,043.00 5208 SEMTECH CORPORATION 805-498-3804 Mfg $ 1,414.00 6579 SENSYM/ICT CORP HONEYWELL 408-383-9180 Original Equipment Manufacturer $ 31,948.00 9633 SERVICE BY AIR 813-249-0818 MRO $ 2,440.88 10478 SERVICEMASTER CLEANING 517.732.2538 Maintenance, Repair & Operating Supplies $ 1,500.00 10524 SERVOFLO 781-862-9244 Mfg $ 21,693.00 V002113 SETON NAME PLATE CO 800-345-7819 MRO $ 871.47 V004254 SG INDUSTRIES INC 978-922-3775 Broker $ 72,768.42 9173 Shannon Drew Employee Expense $ - E000030 SHAWN ROJESKI Employee Expense $ - 9093 SHERCON 800-955-8988 Maintenance, Repair & Operating Supplies $ 2,238.60 9366 SHERLOCK MACHINE INC 727-538-9244 Fab $ 906.00 5947 SHOGYO INTERNT'L GROUP 516-349-7744 Original Equipment Manufacturer $ 9,295.08
Vendor Num Vendor Name Address Line 1 Address Line 2 V000321 SHOP PARTS 5600 FELTL RD 5537 SIEMENS DEMATIC ELECTRONICS ASSEMBLY SYSTEMS INC. V001990 SIGNAL TRANSFORMER CO INC 500 BAYVIEW AVE 6865 SILKSCREEN SHOP 200 W. BENNETT ST. 7133 Simclar 2230 WEST 77TH ST V001960 SIMCO NJ INC 750 DAVISTOWN RD 5113 SIMMONS CHEMICAL CORP 311 SARASOTA CENTER BLVD 5546 SIMPLIMATIC AUTOMATION 109 RAMSEY PLACE 10692 SMEC 3317 EL SALIDO PKWY 10290 SMT PARTS 2560 SOQUEL AVE. UNIT E V002073 SMTA 5200 WILLSON RD SUITE 100 V000775 SOLECTRON CORP 4102 S MIAMI BLVD 4260 SOLID STATE INCORPORATED 46 FARRAND STREET V003796 SOURCE MARKETING INT'L 154 S FRONT ST 5689 Southeastern Label 2050 WILL ROSS COURT PO BOX 81386 V002093 SPARTECH-SOUTH INC 2115 PALM BAY RD SUITE 4 V002092 SPECIALITY COATING SYSTEM 7645 WOODLAND DRIVE 6633 SPECTAPE OF ATLANTA 1661 ROADHAVEN DR V000508 SPEEDLINE TECH ELGIN DIST 580-A TOLLGATE RD V001179 SPRIG CIRCUITS 765 EUBANK DR V004518 SQUIRES ELECTRONICS 503 N 13TH AVE 9915 STACI Limited C/O Saisha Technology LC. 2921 WEST CYPRESS CREEK RD. 5237 STAILEY COMPANY INC TRI COUNTY BUSINESS PARK 12420 RACE TRACK ROAD 5007 STANDARD ELECTRIC CO 2650 TRAUTNER DRIVE P.O. BOX 5289 5260 STANDARD ELECTRONICS 125 NOBLE STREET 4778 STANDARD RADIO ELEC. PROD R&J COMPONENTS CORPORATION 360 RABRO DRIVE 10688 STAPLES INC PO BOX 530621 5277 STARBOARD TECHNOLOGY 410 STAN DRIVE V002100 STARK ELECTRONICS INC 401 ROYALSTON AVE N 10629 STATE ELECTRONICS 36 ROUTE 10 4704 STATIC CONTROL COMPONENTS P O BOX 152 5063 STEPHEN GOULD / TAMPA 5132 TAMPA WEST BLVD E000026 STEVE JOHNSON 2416 E 41ST ST 5809 STOCK DRIVE PRODUCTS INC 2101 JERICHO TURNPIKE 6497 Stock Electronics 6110 BLVD OF CHAMPIONS 6996 STRYKER INSTRUMENTS 4100 EAST MILHAM 10926 SUMMIT TECH INC 14472 I-25 FRONTAGE ROAD V003707 SUN WEST SCREEN GRAPHICS 277 CREE CRESENT A000103 SUNRISE BAKERY 1813 3RD AVE V004407 SUPER ONE 1101 E 37TH ST 11112 SUPERIOR METAL PRODUCTS 2463 HWY 107 10740 SUPPLY SOLUTION, INC. 2000 TOWN CENTER SUITE 2600 A000239 SUPPORT PYMT CLEARINGHOUSE PO BOX 52107 V001930 SURFACE MOUNT DIST - FL 902 CLINT MOORE RD SUITE 202 7889 SURFACE MOUNT DISTRIBUTIO 1 OLDFIELD V003563 SWANSON TOOL & DIE 11755 JUSTEN CIRCLE V001298 SYMBOL TECHNOLOGIES ONE SYMBOL PLAZA MS A-39 10778 SYNCTRONICS 980 BUENOS AVE #C2 6862 Sypras Test 24301 CATHERINE INDUSTRIAL SUITE 116 6618 SYSTEM GENERAL CORP 1623 SOUTH MAIN ST V002148 T C SERVICE INC 9624 GIRARD AVE S 5711 T G 3 ELECTRONICS INC 4615 70TH AVENUE 11071 T M MORRIS MANF. CO.INC 830 SOUTH STATE ROAD 25 P.O. BOX 658 4906 T T I BUILDING E, SUITE 5774 5772 SOUTH SEMORAN BLVD 11153 TALX CORPORATION 135 S. LaSalle Dept 3065 6674 Tape Inc PO BOX 770878 V001617 TARGET ELECTRONICS 16120 CAPUTO DR V001120 TAYLOR INDUSTRIAL ELECT 1000 W DONGES BAY RD 9883 TECA CORPORATION 4048 W SCHUBERT AVENUE 11042 TECAN LTD GRANBY IND. EST. WEYMOUTH, 4419 TECATE INDUSTRIES 12889 GREGG COURT PO BOX 1209 4985 TECHNI TOOL INC 1547 N. TROOPER RD. P O BOX 1117 10321 Technical Maintenance 8302 LAUREL FAIR CIRCLE SUITE 110 V003660 TECHNICAL RESIN PACKAGING 8901 WYOMING AVE N V000654 TECHNIPRINT 14530 MARTIN DR 4985 Techni-Tool 1547 N TROOPER RD PO BOX 1117 5654 TECHPRINT INCORPORATED 137 MARSTON STREET A000859 TEKTRONIX 5224 NE 152ND PLACE 8287 TEMPERATURE CONTROL INC 1623 NORTHERN STAR DR. 7222 TERADYNE 500 RIVERPARK DR. 7157 TERRA UNIVERSAL INC. 700 N. HARBOR BLVD
Vendor Num Vendor Name City State Zip Country Phone Num V000321 SHOP PARTS MINNETONKA MN 55343 USA 952-933-5510 5537 SIEMENS DEMATIC PITTSBURGH PA 15251 USA 888-768-4357 #2 V001990 SIGNAL TRANSFORMER CO INC INWOOD NY 11096-1792 USA 866-239-5777 6865 SILKSCREEN SHOP SALINE MI 48176 USA 734-994-0500 7133 Simclar HIALEAH FL 33016 USA 305-556-9210 V001960 SIMCO NJ INC BLACKWOOD NJ 8012 USA 856-232-2525 5113 SIMMONS CHEMICAL CORP SARASOTA FL 34240-9382 USA 941-377-9929 5546 SIMPLIMATIC AUTOMATION LYNCHBURG VA 24501 USA 800.294.2003 x1 10692 SMEC CEDAR PARK TX 78613 USA 512-249-0017 X 20 10290 SMT PARTS SANA CRUSE CA 95062 USA 800.317.1886 V002073 SMTA EDINA MN 55424 USA 612-926-7682 V000775 SOLECTRON CORP DURHAM NC 27709 USA 919-543-0901 4260 SOLID STATE INCORPORATED BLOOMFIELD NJ 07003 USA 973-429-8700 V003796 SOURCE MARKETING INT'L FARMINGDALE NY 11735 USA 516-420-1144 5689 Southeastern Label CHAMBLEE GA 30341 USA 800-241-6496 V002093 SPARTECH-SOUTH INC PALM BAY FL 32905 USA 321-727-8045 V002092 SPECIALITY COATING SYSTEM INDIANAPOLIS IN 46278 USA 317-244-1200 6633 SPECTAPE OF ATLANTA STONE MOUNTAIN GA 30083 USA 770-934-4053 V000508 SPEEDLINE TECH ELGIN DIST ELGIN IL 60123 USA 800-737-8110 V001179 SPRIG CIRCUITS VACAVILLE CA 95688 USA 707-447-7744 V004518 SQUIRES ELECTRONICS CORNELIUS OR 97113 USA 503-357-7132 9915 STACI Limited FT. LAUDERDALE FL 33309 USA 954.623.3126X126 5237 STAILEY COMPANY INC TAMPA FL 33626-3117 USA 813-855-0608 5007 STANDARD ELECTRIC CO SAGINAW MI 48603-0289 USA 989-732-2466-GAYLORD 5260 STANDARD ELECTRONICS NORRISTOWN PA 19401-4437 USA 800-819-9354 4778 STANDARD RADIO ELEC. PROD HAUPPAUGE NY 11788 USA 800-223-3579 10688 STAPLES INC ATLANTA GA 30353-0621 USA 5277 STARBOARD TECHNOLOGY MELBOURNE FL 32904 USA 321-242-8900 V002100 STARK ELECTRONICS INC MINNEAPOLIS MN 55405-1588 USA 888-372-3158 10629 STATE ELECTRONICS EAST HANOVER NJ 07936 USA 800.631.8083 X120 4704 STATIC CONTROL COMPONENTS SANFORD NC 27331-0152 USA 800-356-2728 X 1687 5063 STEPHEN GOULD / TAMPA TAMPA FL 33634 USA 813-886-8460 E000026 STEVE JOHNSON HIBBING MN 55746 5809 STOCK DRIVE PRODUCTS INC NEW HYDE PARK NY 11042 USA 516.328.3300 6497 Stock Electronics N. LAUDERDALE FL 33068 USA 954-978-9875 6996 STRYKER INSTRUMENTS KALAMAZOO MI 49001 USA 269-323-7700 10926 SUMMIT TECH INC LONGMONT CO 80504 USA 970.535.0650 V003707 SUN WEST SCREEN GRAPHICS WINNIPEG MB R3H0J8 CANADA 800-665-0271 A000103 SUNRISE BAKERY HIBBING MN 55746 V004407 SUPER ONE HIBBING MN 55746 11112 SUPERIOR METAL PRODUCTS CHUCKEY TN 37641 904.220.7888 10740 SUPPLY SOLUTION, INC. SOUTHFIELD MI 48073 USA 248.455.0973 A000239 SUPPORT PYMT CLEARINGHOUSE PHOENIX AZ 85072 V001930 SURFACE MOUNT DIST - FL BOCA RATON FL 33487 USA 800-820-7634 7889 SURFACE MOUNT DISTRIBUTIO IRVINE CA 92618 USA 800-820-7634 V003563 SWANSON TOOL & DIE MAPLE GROVE MN 55369-9282 USA 763-428-7100 V001298 SYMBOL TECHNOLOGIES HOLTSVILLE NY 11742 USA 800-927-9626 10778 SYNCTRONICS SAN DIEGO CA 92110 USA 619.275.3525 6862 Sypras Test NOVI MI 48375 USA 248-305-5200 6618 SYSTEM GENERAL CORP MILPITAS CA 95035 USA 408-263-6667 x:11 V002148 T C SERVICE INC BLOOMINGTON MN 55431 USA 952-888-4377 5711 T G 3 ELECTRONICS INC KENOSHA WI 53144 USA 262-652-2626 11071 T M MORRIS MANF. CO.INC LOGANSPORT IN 46947 574.722.4040 x 2150 4906 T T I ORLANDO FL 32822 USA 407-273-6977 11153 TALX CORPORATION Chicago IL 60674-3065 USA 6674 Tape Inc ORLANDO FL 32877 USA 407-426-9175 V001617 TARGET ELECTRONICS MORGAN HILL CA 95037 USA 408-778-0408 V001120 TAYLOR INDUSTRIAL ELECT MEQUON WI 53092-5999 USA 800-242-8914 9883 TECA CORPORATION CHICAGO IL 60639 USA 773-342-4900 11042 TECAN LTD ENGLAND 0044.1305.765432 4419 TECATE INDUSTRIES POWAY CA 92074 USA 858-513-2300 4985 TECHNI TOOL INC WORCHESTER PA 19490-1117 USA 610.940.5423 10321 Technical Maintenance TAMPA FL 33610 USA 813-635-0213 V003660 TECHNICAL RESIN PACKAGING BROOKLYN PARK MN 55445 USA 763-424-7959 V000654 TECHNIPRINT EDEN PRAIRIE MN 55344 USA 952-975-9208 4985 Techni-Tool WORCHESTER PA 19490-1117 USA 610-940-5423 5654 TECHPRINT INCORPORATED LAWRENCE MA 01841 USA 800-225-2538 A000859 TEKTRONIX PORTLAND OR 97230 USA 800 833 9200 8287 TEMPERATURE CONTROL INC TRAVERSE CITY MI 49686 USA 616-922-1862 7222 TERADYNE NORTH READING MA 01864 USA 978.370.6258 7157 TERRA UNIVERSAL INC. ANAHEIM CA 92805-2589 USA 714-526-0100
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount V000321 SHOP PARTS 952-933-6816 Fabricator $ 69.50 5537 SIEMENS DEMATIC 770-797-3096 Mfg $ 48,405.00 V001990 SIGNAL TRANSFORMER CO INC 866-239-7208 Mfg $ 1,842.30 6865 SILKSCREEN SHOP 734-994-3345 Mfg $ 215.00 7133 Simclar 305-827-5209 Mfg $ 49.40 V001960 SIMCO NJ INC 856-232-2160 Mfg $ 568.75 5113 SIMMONS CHEMICAL CORP 941-377-9539 Industrial Distributor $ - 5546 SIMPLIMATIC AUTOMATION 434.385.7813 Mfg $ 65.00 10692 SMEC 512-249-0054 Mfg $ 1,681.50 10290 SMT PARTS 800.317.3717 Maintenance, Repair & Operating Supplies $ 576.00 V002073 SMTA 612-926-1819 MRO $ 395.00 V000775 SOLECTRON CORP 919-254-6371 Mfg $ 49,392.00 4260 SOLID STATE INCORPORATED 973-429-8683 Mfg $ 880.00 V003796 SOURCE MARKETING INT'L 516-420-1474 Broker $ 11,162.43 5689 Southeastern Label 770-458-6043 Mfg $ 174.00 V002093 SPARTECH-SOUTH INC 321-727-8086 Fabricator $ 7,782.96 V002092 SPECIALITY COATING SYSTEM 317-240-2739 Subcontractor $ 30,342.40 6633 SPECTAPE OF ATLANTA 770-493-8783 Mfg $ 841.50 V000508 SPEEDLINE TECH ELGIN DIST 508-541-6459 Mfg $ 18,693.14 V001179 SPRIG CIRCUITS 707-447-0896 Board House $ 35,178.55 V004518 SQUIRES ELECTRONICS 503-357-7133 Mfg $ 61.17 9915 STACI Limited 954.623.3122 Printed Circuit Boards $ 9,547.00 5237 STAILEY COMPANY INC 854-3822 Fab $ - 5007 STANDARD ELECTRIC CO 989-732-6301 Mfg $ 111.00 5260 STANDARD ELECTRONICS 610-279-6190 Electronic Distribution $ 282.00 4778 STANDARD RADIO ELEC. PROD 631-234-3368 Electronic Distribution $ 12,826.75 10688 STAPLES INC MRO $ 276.00 5277 STARBOARD TECHNOLOGY 321-242-6555 Industrial Distributor $ 3,332.04 V002100 STARK ELECTRONICS INC 612-332-1783 Distributor $ 3,451.01 10629 STATE ELECTRONICS 973.887.1940 Electronic Distribution $ 97.00 4704 STATIC CONTROL COMPONENTS 800-356-2729 Maintenance, Repair & Operating Supplies $ 1,301.60 5063 STEPHEN GOULD / TAMPA 813-885-7102 Fab $ 117.00 E000026 STEVE JOHNSON Employee Expense $ - 5809 STOCK DRIVE PRODUCTS INC 516.326.8827 Mfg $ 4,280.96 6497 Stock Electronics 954-978-9884 Mfg $ 23.26 6996 STRYKER INSTRUMENTS 269-323-3491 Customer $ - 10926 SUMMIT TECH INC 970.535.0651 Others $ 798.00 V003707 SUN WEST SCREEN GRAPHICS 204-888-1133 Mfg $ 13.50 A000103 SUNRISE BAKERY MRO $ 32.46 V004407 SUPER ONE MRO $ 9,000.00 11112 SUPERIOR METAL PRODUCTS 904.220.7871 Metals $ 1,071.00 10740 SUPPLY SOLUTION, INC. 248.455.0987 Others $ 800.00 A000239 SUPPORT PYMT CLEARINGHOUSE Benefits $ 119.26 V001930 SURFACE MOUNT DIST - FL 561-998-9112 Distributor $ 20,385.67 7889 SURFACE MOUNT DISTRIBUTIO 561-998-9112 Electronic Distribution $ 97,641.46 V003563 SWANSON TOOL & DIE 763-428-7830 Fabricator $ 770.31 V001298 SYMBOL TECHNOLOGIES 631-738-5519 Mfg $ - 10778 SYNCTRONICS 619.275.3520 Plastics $ 384.00 6862 Sypras Test 248-305-5202 Calibration $ 2,182.00 6618 SYSTEM GENERAL CORP 408-262-9220 Mfg $ 300.00 V002148 T C SERVICE INC 952-884-4256 Fabricator $ 5,154.00 5711 T G 3 ELECTRONICS INC 262-652-2121 Electronic Distribution $ 7,057.00 11071 T M MORRIS MANF. CO.INC 574.722.5723 Original Equipment Manufacturer $156,842.96 4906 T T I 407-275-5436 Electronic Distribution $ 24,818.00 11153 TALX CORPORATION Maintenance, Repair & Operating Supplies $ 1,700.00 6674 Tape Inc 407-426-9766 Mfg $ 501.60 V001617 TARGET ELECTRONICS 408-778-3807 Distributor $ 1,242.72 V001120 TAYLOR INDUSTRIAL ELECT 262-241-4025 Distributor $ 3,413.55 9883 TECA CORPORATION 773-342-0191 Original Equipment Manufacturer $ 5,250.00 11042 TECAN LTD 0044.1305.780194 Original Equipment Manufacturer $ 15,680.00 4419 TECATE INDUSTRIES 858-513-2345 Mfg $ 1,434.00 4985 TECHNI TOOL INC 610-828-5623 Maintenance, Repair & Operating Supplies $ 3,642.00 10321 Technical Maintenance 813-625-9223 CALIBRATION AND REPAIR $ 1,275.00 V003660 TECHNICAL RESIN PACKAGING 763-425-3793 Distributor $ 2,652.96 V000654 TECHNIPRINT 952-975-9209 Distributor $ 574.20 4985 Techni-Tool 610-828-5623 Mfg $ 1,811.80 5654 TECHPRINT INCORPORATED 978-689-1888 MRO $ 17,185.00 A000859 TEKTRONIX Mfg $ 277.00 8287 TEMPERATURE CONTROL INC 616-922-1892 Mfg $ 79.00 7222 TERADYNE 978.370.6250 Mfg $ 11,588.00 7157 TERRA UNIVERSAL INC. 714-992-2179 Mfg $ 239.00
Vendor Num Vendor Name Address Line 1 Address Line 2 5052 TERRYBERRY JEWELRY PO BOX 696 10945 TEST PRO SYSTEMS INC 2119 METRO CIRCLE A000852 TESTNET INC P O BOX 148 A000665 TG PO BOX 83100 A000733 THE FLOWER BASKET 414 E HOWARD ST V000764 THE HARTFIEL CO 8117 WALLACE RD V005565 THE MODEL SHOP INC 4684 FREEDOM DR 11129 THE SPECIALTY LABS, INC. 4211 LEXINGTON AVE. N. SUITE 1002 V001412 THERMOMETRICS 808 US HIGHWAY 1 9899 THK AMERICA INCORPORATED 200 EAST COMMERCE DRIVE 9388 THORDARSON, INC 11969 HWY 1 11032 TIBBS JOSEPH E 411 RUTLAND DR V005748 TIME TO MKT - SANTA ANA 661 16TH AVE S v000922 TLC ELECTRONICS 245 EAST ROSELAWN AVE 7686 Tom Ginnetti V004214 TONAR INDUSTRIES INC 419 FRANKLIN AVE 11031 TOREX USA CORP 3 CORPORATE PARK SUITE 270 V000895 TORONTO MICROELECTRONICS 5149 BRADCO BLVD 10647 Total Power International 418 Bridge St. 8661 TPC/HILTON CAPACITOR INC 21421 N. 14TH AVE. V002080 TRADEC INC 84 W SANTA CLARA ST SUITE 500 10900 TRANS TRON LIMITED INC 101 ELECTRONICS AVE. 8301 TRANSACT TECH., INC. 20 BOMAX DRIVE V003310 TRANSITION AUTOMATION INC 101 BILLERICA AVE 11030 TRANS-TECH 5520 ADAMSTOWN RD PO BOX 69 V003069 TRC CIRCUITS INC 3300 WINPARK DR V000937 TRC ELECTRONICS 135 PASADENA AVE 5652 TRENTON TECHNOLOGY INC 1001 BROAD STREET 5767 TRI TECH 5249 TAMPA WEST BLVD PO BOX 26444 V002011 TRICO PLASTICS 28061 DIAZ RD 4614 TROPIC FASTENERS INC 255 SEMORAN COMMERCE PL V004569 TTI - FL 5772 SOUTH SEMORAN BLVD BUILDING E SUITE 5774 V001301 TUNDRA SEMICONDUCTOR %ELECTROMEC SALES 1601 E HWY 13 V004451 TUSCARORA INCORPORATED 6455 S PINE ST 4889 TYCO ELECTRONICS P.O. BOX 3608 acct# 10309-1-1 V003612 TYCO PRINTED CIRCUITS-OR 1270 SE MONMOUTH CLIFF 6095 U S F HOLLAND P O BOX 9021 7197 U S PLASTIC CORP 1390 NEWBRECHT RD. A000581 U.S. DEPT OF EDUCATION NATIONAL PAYMENT CENTER PO BOX 4142 A000115 UBC HIBBING 1309 3 40TH ST V002335 ULINE ENTERPRISES 985 ALDRIN DR 8095 Ultra Spec 40 RIORDAN PLACE V001565 ULTRAVOLT INC 1800 OCEAN AVE 10782 UNI-CIRCUIT 2707 E FREMONT ST SUITE 12 V000091 UNIQUE TECHNOLOGIES INC 900 LONG LAKE RD SUITE 190 11126 UNIQUIP PLUS INC 6401 CONGRESS AVE SUITE 150 7928 UNISOURCE 6511 N. 54TH STREET 8445 UNISYS CORP - PLYMOUTH ATTN:Rebecca Sciarra Unisys Way Township Line Rd. V001808 UNITED ELECTRIC 5554 ENTERPRISE DR NE V001270 UNIVAR USA INC 845 TERRACE COURT 10021 UNIVERSAL ELECTRONICS 6101 GATEWAY DRIVE 5506 UNIVERSAL INSTR (BINGHA)# 93 ELY ST22047 PO BOX 825 9772 UNIVERSAL PLASTICS CORP 165 FRONT ST. CABOTVILLE INDUSTRIAL PARK 5921 Upper Lakes Tire 1058 M-32 WEST OFF I-75 PO BOX 584 V001796 VALMARK INDUSTRIES INC 7900 NATIONAL DRIVE V002338 VALPEY-FISHER CORPORATION 75 SOUTH STREET V001102 VELOCITY ELECTRONICS 9330 UNITED DR SUITE 100 5780 VENKEL 5900 SHEPHERD MOUNTAIN COVE V001967 VENTURCOM 5 CAMBRIDGE CENTER V001853 VFI FABRICATORS 300 THOMAS AVE BLDG 1 SUITE 101 V004216 VICOR CORP 25 FRONTAGE RD V002360 VIKING INDUSTRIAL NORTH 4730 GRAND AVE 5659 VIMEX INTERNATIONAL CORP 1287 N. BARCLAY BOULEVARD 11067 VISION, INC. 2425 ALFT LANE 9053 VITRONICS/SOLTEC 2 MARIN WAY V002375 VOYAGER ELECTRONICS CORP 5201 E RIVER RD SUITE 303 9363 V-TEK INCORPORATED 751 SUMMIT AVENUE P O BOX 3104 5552 W W GRAINGER INC 12579 49TH STREET NORTH A000856 WA BROWN INDUSTRIAL SALES 12467 HARBOR DRIVE 6296 WAL MART 9784 WALL INDUSTRIES 5 WATSON BROOK ROAD
Vendor Num Vendor Name City State Zip Country Phone Num 5052 TERRYBERRY JEWELRY BLOOMFIELD HILL MI 48303 USA 248-333-1799 10945 TEST PRO SYSTEMS INC HUNTSVILLE AL 35801 USA 256-705-5563 A000852 TESTNET INC ALGONQUIN IL 60102-0148 USA 847-458-9791 A000665 TG ROUND ROCK TX 78683 USA A000733 THE FLOWER BASKET HIBBING MN 55746 USA V000764 THE HARTFIEL CO EDEN PRAIRIE MN 55344 USA 952-974-2500 V005565 THE MODEL SHOP INC ANN ARBOR MI 48108 USA 734-677-2022 11129 THE SPECIALTY LABS, INC. ARDEN HILLS MN 55126 651.482.2778 V001412 THERMOMETRICS EDISON NJ 8817 USA 732-287-2870 9899 THK AMERICA INCORPORATED SCHAUMBURG IL 60173 USA 216-591-9630 9388 THORDARSON, INC MOUNT CARMEL IL 62863 USA 618-262-5121 11032 TIBBS JOSEPH E CHARLOTTE NC 28217 USA V005748 TIME TO MKT - SANTA ANA HOPKINS MN 55343 USA 952-930-8962 v000922 TLC ELECTRONICS ST PAUL MN 55117 USA 800-852-6694 7686 Tom Ginnetti V004214 TONAR INDUSTRIES INC ROCKAWAY NJ 7866 USA 973-586-9000 11031 TOREX USA CORP IRVINE CA 92606 USA 949.261.2022 V000895 TORONTO MICROELECTRONICS MISSISSAUGA ON L4W2A6 CANADA 905-625-3203 10647 Total Power International Lowell MA 01850 USA 877-646-0900 8661 TPC/HILTON CAPACITOR INC PHOENIX AZ 85027 USA 623-582-5555 V002080 TRADEC INC SAN JOSE CA 95113 USA 770-360-9723 10900 TRANS TRON LIMITED INC HUNTSVILLE AL 35824 USA 256.461.7348 8301 TRANSACT TECH., INC. ITHACA NY 14886 USA 607-257-8901 V003310 TRANSITION AUTOMATION INC N BILLERICA MA 1862 USA 800-648-3338 11030 TRANS-TECH ADAMSTOWN MD 21710 301.874.6545 V003069 TRC CIRCUITS INC MINNEAPOLIS MN 55427 USA 763-546-6499 V000937 TRC ELECTRONICS LODI NJ 07644 USA 800 222 0910 5652 TRENTON TECHNOLOGY INC UTICA NY 13501 USA 315-797-7534 5767 TRI TECH TAMPA FL 33623-6444 USA 727.573.0848 V002011 TRICO PLASTICS TEMECULA CA 92563 USA 909-699-8577 4614 TROPIC FASTENERS INC APOPKA FL 32703 USA 800-488-4777 ext1121 V004569 TTI - FL ORLANDO FL 32822 USA 800-225-5884 V001301 TUNDRA SEMICONDUCTOR BURNSVILLE MN 55337 USA 952-894-8200 V004451 TUSCARORA INCORPORATED BURLINGTON WI 53105 USA 262-539-3737 4889 TYCO ELECTRONICS HARRISBURG PA 17105-0100 USA 800-526-5079 V003612 TYCO PRINTED CIRCUITS-OR DALLAS OR 97338 USA 800-783-9223 6095 U S F HOLLAND HOLLAND MI 49422-9021 USA 616-395-5000 7197 U S PLASTIC CORP LIMA OH 45801-3196 USA 800-537-9724 A000581 U.S. DEPT OF EDUCATION GREENVILLE TX 75403 USA A000115 UBC HIBBING HIBBING MN 55746 V002335 ULINE ENTERPRISES EAGAN MN 55121 USA 800-295-5510 8095 Ultra Spec SHREWSBURY NJ 00702-4305 USA 800-622-2537 V001565 ULTRAVOLT INC RONKONKOMA NY 11779 USA 800 876 7693 10782 UNI-CIRCUIT STOCKTON CA 95205 USA 209-469-7193 V000091 UNIQUE TECHNOLOGIES INC ST PAUL MN 55112 USA 800-556-0225 11126 UNIQUIP PLUS INC BOCA RATON FL 33487 321.433.4987 7928 UNISOURCE TAMPA FL 33610 USA 800.555.2282 X3808 8445 UNISYS CORP - PLYMOUTH BLUE BELL PA 19424 USA 734-737-4391 V001808 UNITED ELECTRIC VIRGINIA MN 55792 USA 800-662-5702 V001270 UNIVAR USA INC ST PAUL MN 55101 USA 651-774-9400 10021 UNIVERSAL ELECTRONICS CYPRESS CA 90630 USA 714-820-1044 5506 UNIVERSAL INSTR (BINGHA)# BINGHAMTON NY 13902-0825 USA 800-842-9732 9772 UNIVERSAL PLASTICS CORP CHICOPEE MA 01013 USA 413-592-4791 5921 Upper Lakes Tire GAYLORD MI 49735 USA 517-732-9432 V001796 VALMARK INDUSTRIES INC LIVERMORE CA 94550 USA 925-960-9900 V002338 VALPEY-FISHER CORPORATION HOPKINTON MA 1748 USA 800-982-5737 EXT 247 V001102 VELOCITY ELECTRONICS AUSTIN TX 78758 USA 512 973 9500 5780 VENKEL AUSTIN TX 78730 USA 800-950-8365 X 1290 V001967 VENTURCOM CAMBRIDGE MA 2142 USA 800-334-8649 @243 V001853 VFI FABRICATORS WILLIAMSTOWN NJ 08094-3442 USA 856-629-8786 V004216 VICOR CORP ANDOVER MA 01810 USA 630 769 8780 V002360 VIKING INDUSTRIAL NORTH DULUTH MN 55807 USA 800-232-1367 5659 VIMEX INTERNATIONAL CORP BUFFALO GROVE IL 60089 USA 800-227-0075 11067 VISION, INC. ELGIN IL 60123 847.931.8977 9053 VITRONICS/SOLTEC STRATHAM NH 03885 USA 603-772-7778 V002375 VOYAGER ELECTRONICS CORP FRIDLEY MN 55421 USA 763-571-7766 9363 V-TEK INCORPORATED MANKATO MN 56002-3104 USA 507-387-2039 EXT148 5552 W W GRAINGER INC CLEARWATER FL 33762 USA 727-573-1777 A000856 WA BROWN INDUSTRIAL SALES ORANGE VA 22960 USA 877-962-6847 6296 WAL MART USA 9784 WALL INDUSTRIES EXETER NH 03833 USA 603-778-2300
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount 5052 TERRYBERRY JEWELRY 248-333-3889 MRO $ 570.00 10945 TEST PRO SYSTEMS INC 256-881-1430 Mfg $11,159.00 A000852 TESTNET INC 847-458-9819 $10,727.00 A000665 TG Mfg $ 38.56 A000733 THE FLOWER BASKET MRO $ 109.35 V000764 THE HARTFIEL CO 952-974-2600 Distributor $ 26.82 V005565 THE MODEL SHOP INC 734-677-3228 Mfg $ 955.50 11129 THE SPECIALTY LABS, INC. 651.482.2780 Maintenance, Repair & Operating Supplies $ 539.00 V001412 THERMOMETRICS 732-287-8847 Mfg $ 63.82 9899 THK AMERICA INCORPORATED 216-591-9830 Original Equipment Manufacturer $ 9,320.76 9388 THORDARSON, INC 618-263-3150 Original Equipment Manufacturer $ 1,381.00 11032 TIBBS JOSEPH E Employee Expense $ - V005748 TIME TO MKT - SANTA ANA 952-935-7140 Board House $19,630.34 v000922 TLC ELECTRONICS 651-488-3246 Mfg $ 236.03 7686 Tom Ginnetti Employee Expense $ - V004214 TONAR INDUSTRIES INC 973-586-2075 Distributor $ 475.32 11031 TOREX USA CORP 949.261.2066 Original Equipment Manufacturer $ 124.00 V000895 TORONTO MICROELECTRONICS 905-625-3717 Fabricator $ 756.00 10647 Total Power International 978-453-7395 Others $ 2,221.00 8661 TPC/HILTON CAPACITOR INC 623-582-2278 Mfg $ 880.00 V002080 TRADEC INC 770-360-9542 MRO $11,920.00 10900 TRANS TRON LIMITED INC 256.461.1032 Original Equipment Manufacturer $ 1,690.00 8301 TRANSACT TECH., INC. 607-257-3868 Mfg $ 85.00 V003310 TRANSITION AUTOMATION INC 978-670-2300 MRO $ 743.00 11030 TRANS-TECH 301.695.7065 Original Equipment Manufacturer $ 8,768.00 V003069 TRC CIRCUITS INC 763-546-3231 Board House $ 1,851.60 V000937 TRC ELECTRONICS Mfg $ 1,507.60 5652 TRENTON TECHNOLOGY INC 315-797-7159 Fab $ 6,202.00 5767 TRI TECH 727.572.8687 Mfg $ 1,686.00 V002011 TRICO PLASTICS 909-676-0267 Fabricator $ 208.14 4614 TROPIC FASTENERS INC 407-880-2122 Industrial Distributor $23,690.07 V004569 TTI - FL 407-275-5436 Distributor $75,490.66 V001301 TUNDRA SEMICONDUCTOR 952-894-9352 Mfg $61,981.40 V004451 TUSCARORA INCORPORATED 262-539-3733 Fabricator $ 2,161.69 4889 TYCO ELECTRONICS 717-986-3608 Original Equipment Manufacturer $ 1,749.00 V003612 TYCO PRINTED CIRCUITS-OR 503-622-2303 Board House $46,847.38 6095 U S F HOLLAND Electronic Distribution $ 285.00 7197 U S PLASTIC CORP 419-228-5034 Mfg $ 23.00 A000581 U.S. DEPT OF EDUCATION MRO $ 124.06 A000115 UBC HIBBING MRO $ 68.71 V002335 ULINE ENTERPRISES 800-295-5571 MRO $ 1,434.98 8095 Ultra Spec 800-222-5337 Mfg $ 78.78 V001565 ULTRAVOLT INC Mfg $13,616.38 10782 UNI-CIRCUIT 209-469-7195 Printed Circuit Boards $ - V000091 UNIQUE TECHNOLOGIES INC 651-636-8439 Distributor $88,127.81 11126 UNIQUIP PLUS INC 321.414.0227 Electronic Distribution $79,099.00 7928 UNISOURCE 800.844.9983 Mfg $ 2,175.00 8445 UNISYS CORP - PLYMOUTH 734-737-4622 Customer $ - V001808 UNITED ELECTRIC 218-741-7311 Distributor $ 410.82 V001270 UNIVAR USA INC 651-774-0850 MRO $ 1,441.42 10021 UNIVERSAL ELECTRONICS 714-820-1124 Original Equipment Manufacturer $67,938.00 5506 UNIVERSAL INSTR (BINGHA)# 800-222-2159 Mfg $31,496.21 9772 UNIVERSAL PLASTICS CORP 413-592-6876 Plastics $ 3,069.00 5921 Upper Lakes Tire MRO $ 32.65 V001796 VALMARK INDUSTRIES INC 925-960-0900 Mfg $ 710.00 V002338 VALPEY-FISHER CORPORATION 508-497-6377 Mfg $43,566.92 V001102 VELOCITY ELECTRONICS Mfg $ 8,442.51 5780 VENKEL 512-794-0087 Original Equipment Manufacturer $ 5,973.60 V001967 VENTURCOM 617-577-1607 Distributor $13,424.00 V001853 VFI FABRICATORS 856-629-0463 Fabricator $ 512.80 V004216 VICOR CORP Mfg $16,530.00 V002360 VIKING INDUSTRIAL NORTH 218-624-4788 MRO $ 67.04 5659 VIMEX INTERNATIONAL CORP 847-808-7687 Mfg $ 6,505.50 11067 VISION, INC. 847.931.8978 Plastics $16,180.00 9053 VITRONICS/SOLTEC 603-772-7776 Mfg $ 2,239.14 V002375 VOYAGER ELECTRONICS CORP 763-571-9519 Distributor $25,579.18 9363 V-TEK INCORPORATED 507-387-5069 Maintenance, Repair & Operating Supplies $ 4,966.63 5552 W W GRAINGER INC 727-573-1997 Industrial Distributor $ 210.01 A000856 WA BROWN INDUSTRIAL SALES 540-661-0462 $ 115.00 6296 WAL MART MRO $ 120.00 9784 WALL INDUSTRIES 603-778-9797 Electronic Distribution $18,522.00
Vendor Num Vendor Name Address Line 1 Address Line 2 5879 WASTE MANAGEMENT OF MICHIGAN NORTHERN MICHIGAN 1307 HIGGINS DR. 6011 WASTE MANAGEMENT OF TAMPA 3411 NORTH 40TH ST. 5961 Watkins Motor Lines PO BOX 95001 V002015 WAUCONDA TOOL & ENG 821 W ALGONQUIN RD 4579 WAYTEC ELECTRONIC CORP 1104 McCONVILLE ROAD P.O. BOX 11765 4986 WES GARDE COMPONENTS 3815 INDUSTRY BLVD V000672 WESCO DISTRIBUTION INC 5151 INDUSTRIAL BLVD NE V002106 WESTAK OF CA % WESTAK -OR 3941 24TH AVENUE 9709 WESTERN ELECTRONICS DIST P.O. BOX 12352 a000386 WI SCTF PO BOX 74400 10447 William Rutherford 10226 WIRE PRO INC 1600 TALLEVAST RD V005691 WMS GAMING 3401 N CALIFORNIA AVE 9882 WONDER MACHINE SERVICES 35340 AVON COMMERCE PARKWAY 9605 WOODROW W. BERRYHILL WOODY'S EXPRESS 29873 BARKLEY ST. 10258 WORK LOSS MANAGEMENT, INC 1412 EAST LIME ST. V004519 WORLD PRODUCTS INC 19654 8TH ST E PO BOX 517 11033 WORLD TECHNOLOGIES LTD 9215 PFLUM 9647 WORLD WIDE MFG USA INC 1142 Cherry Ave V001220 WP & RS MARS CO 4319 W FIRST ST 7729 WRICO STAMPING OF FLORIDA 10659 ROCKET BOULEVARD 8161 WRIGHT CAPACITORS INC 2610 SOUTH OAK AVENUE 10784 WUS PRINTED CIR CO LTD 10 FL NO 39 KAI-FA RD NAN-TZE E.P.Z. V002422 XEROX CORPORATION - IL 3000 DES PLAINS AVE 11134 ZESTRON CORP 21641 BEAUMEADE CIR. 8808 ZMAR TECHNOLOGY INC 1207-A CREWS ROAD MATHEWS 11011 ZOLL MEDICAL 32 SECOND AVE ACF Components And Fasteners 31012 Huntwood Avenue Advanced Circuits 21100 East 33 Drive Ambitech/Hunter Technology 2941 Corvin Drive American Portwell 38507 Cherry St. American Predator 18655 Madrone Parkway American Skynet Electronic 1474 Gladding Ct Anixter 30061 Ahern St Arrow Electronics, Icp. 3000 Bowers Ave Asia Source Inc. 48289 Fremont Blvd. Avnet Electronics 2211 S. 47Th St Axial Industries 1982 Senter Road Bay Area Labels 1980 Lundy Avenue Bell Microproducts 1941 Ringwood Ave Betts Spring Company 2100 Williams Street Bisco Industries 1500 N. Lakeview Avenue Boyd Corp. 600 S. Mcclure Rd Cable Connection 102 Cooper Ct Cableco 6780 Sierra Court Ste I Carlton-Bates 3600 W. 69th St Com-Kyl, EIS 1524 W. 14Th St. #106 Compucover 2104 Lewis Turner Blvd. Dee Van Enterprise 46127 Landing Parkway Dependable Plastics 4900 Fulton Drive Digi-Key 701 Brooks Ave Digital View 6910 Santa Teresa Blvd. Double Precision Mfg. 2271 Calle de Luna Echelon 550 Meridian Ave Electronics Sales Associates 6530 West Rogers Circle Ste 28 Elo Touchsystems 6500 Kaiser Encore Industries 3535 De La Cruz Blvd Eyesaver International 348 Circuit Street Fancy Models 3500 Yale Way Fas Industries 1476 Camden Ave Force Electronics 477 Gianni Street Fry's Electronics 600 E. Brokaw Road General Foundry Service 459 Hester St. Gompf Brackets Inc. 12426 Mukilteo Speedway Ste C GWC Technology 13455 Brooks Dr., #B Horizon Technology 25691 Atlantic Ocean Dr Ste B3 IDN-West 3717 Ste B San Gabrial Pkwy Igus Inc. 50 N. Broadway IoTech 25971 Cannon Rd Jaco Electronics/ Reptron 145 Oser Ave
Vendor Num Vendor Name City State Zip Country Phone Num 5879 WASTE MANAGEMENT OF MICHIGAN CHEBOYGAN MI 49721 USA 616-627-4652 6011 WASTE MANAGEMENT OF TAMPA TAMPA FL 33605 USA 813-621-3053 5961 Watkins Motor Lines LAKELAND FL 33804-5001 USA 800-284-4544 V002015 WAUCONDA TOOL & ENG ALGONQUIN IL 60102 USA 847-658-4588 4579 WAYTEC ELECTRONIC CORP LYNCHBURG VA 24506-1765 USA 434-237-6391 4986 WES GARDE COMPONENTS LAKELAND FL 33811 USA 800-275-7102 V000672 WESCO DISTRIBUTION INC FRIDLEY MN 55421 USA 763-502-6270 V002106 WESTAK OF CA FOREST GROVE OR 97116 USA 800-331-0675 @3010 9709 WESTERN ELECTRONICS DIST RENO NV 89510-2352 USA 775-322-9222 a000386 WI SCTF MILWAUKEE WI 53274 10447 William Rutherford 10226 WIRE PRO INC SARASOTA FL 34243 USA 941-552-1053 V005691 WMS GAMING CHICAGO IL 60618 USA 847-785-3000 9882 WONDER MACHINE SERVICES AVON OH 44011 USA 440-937-7500 x16 9605 WOODROW W. BERRYHILL LIVONIA MI 48154 USA 313-396-8945 10258 WORK LOSS MANAGEMENT, INC LAKELAND FL 33801-5756 USA 863 688 4121 V004519 WORLD PRODUCTS INC SONOMA CA 95476 USA 707-996-5201 @208 11033 WORLD TECHNOLOGIES LTD LENEXA KS 66215 913.438.9825 X227 9647 WORLD WIDE MFG USA INC San Bruno CA 94066-2302 USA 650-794-9888 X224 V001220 WP & RS MARS CO DULUTH MN 55807 USA 218-628-0303 7729 WRICO STAMPING OF FLORIDA ORLANDO FL 32824-8590 USA 407-851-8342 8161 WRIGHT CAPACITORS INC SANTA ANNA CA 92707 USA 714-546-2490 10784 WUS PRINTED CIR CO LTD KAOHSIUNG,TAIW 811 CHINA 608.663.5540 V002422 XEROX CORPORATION - IL DES PLAINS IL 60018 USA 800-822-2200@2346 11134 ZESTRON CORP ASHBURN VA 20147 703.589.1198 X108 8808 ZMAR TECHNOLOGY INC NC FL 28105 704-841-8845 11011 ZOLL MEDICAL BURLINGTON MA 01803 781.229.0020 ACF Components And Fasteners Hayward CA 94544 510-487-2100 Advanced Circuits Aurora CO 80011 800-289-1724 Ambitech/Hunter Technology Santa Clara CA 95051 408-245-5403 American Portwell Newark CA 94560 American Predator Morgan Hill CA 95037-2868 (408) 776-7896 American Skynet Electronic Milpitas CA 95035 408-945-6355 Anixter Union City CA 94587 (510) 489-7430 Arrow Electronics, Icp. Santa Clara CA 95051 (408) 330-4029 Asia Source Inc. Fremont CA 94538 (510) 354-0625 Avnet Electronics Phoenix AZ 85034 480 643-2000 Axial Industries San Jose CA 95112 408-292-2975 Bay Area Labels San Jose CA 95131 (408) 432-1980 Bell Microproducts San Jose CA 95131 408-451-9400 Betts Spring Company San Leandro CA 94577 510-352-0111 Bisco Industries Anaheim CA 92807 408-451-1101 Boyd Corp. Modesto CA 95357 (209) 236-1111 Cable Connection Los Gatos CA 95030 (408) 395-6700 Cableco Dublin CA 94568 925-560-4230 Carlton-Bates Little Rock AR 72209 877-265-4971 Com-Kyl, EIS Tempe AZ 85281 800-538-1578 Compucover Ft.Walton Beach FL 32548 (800) 874-6391 Dee Van Enterprise Fremont CA 94538 510-623-0628 Dependable Plastics Fairfield CA 94534 707-863-4900 Digi-Key Thief River Falls MN 56701-0250 (800) 344-4539 Digital View San Jose CA 95119 (408) 782-7773 Double Precision Mfg. Santa Clara CA 95054 408-727-7726 Echelon San Jose CA 95120 (408) 938-5215 Electronics Sales Associates Boca Raton FL 33487 561-226-1309 Elo Touchsystems Fremont CA 94555 510-739-5050 Encore Industries Santa Clara CA 95040 408-416-4007 Eyesaver International Hanover MA 02339 781-829-0808 Fancy Models Fremont CA 94538 510-683-0819 Fas Industries Campbell CA 95008 408-371-8580 Force Electronics Santa Clara CA 95054 (408) 748-1324 Fry's Electronics San Jose CA 95112 (408) 487-4500 General Foundry Service San Leandro CA 94577 510-562-2620 Gompf Brackets Inc. Mukilteo WA 98275 425-348-5002 GWC Technology Baldwin Park CA 91706 (626) 472-6411 Horizon Technology Lake Forest CA 92630 949-595-8244 IDN-West Pico Rivera CA 90660 562-463-4870 Igus Inc. East Providence RI 2914 800-521-2747 IoTech Cleveland OH 44146 440-439-4091 Jaco Electronics/ Reptron Hauppauge NY 11788 (408) 928-1600
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount 5879 WASTE MANAGEMENT OF MICHIGAN 616-627-4612 Garbage Pickup $ - 6011 WASTE MANAGEMENT OF TAMPA 813-626-7934 Garbage Pickup $ - 5961 Watkins Motor Lines FREIGHT $ 198.99 V002015 WAUCONDA TOOL & ENG 847-658-0788 Mfg $ 4,866.62 4579 WAYTEC ELECTRONIC CORP 434-237-1324 Printed Circuit Boards $ 18,249.00 4986 WES GARDE COMPONENTS 863-644-1722 Electronic Distribution $ 5,384.70 V000672 WESCO DISTRIBUTION INC 763-574-9169 Distributor $ 2,197.46 V002106 WESTAK OF CA 503-359-4747 Board House $ 12,235.76 9709 WESTERN ELECTRONICS DIST 775-329-4194 Electronic Distribution $ 44,613.81 a000386 WI SCTF Mfg $ 61.85 10447 William Rutherford Employee Expense $ - 10226 WIRE PRO INC 941-756-1399 Mfg $ 1,967.00 V005691 WMS GAMING 847-785-3793 Customer $ 39.00 9882 WONDER MACHINE SERVICES 440-937-7513 Original Equipment Manufacturer $ 24,519.00 9605 WOODROW W. BERRYHILL Mfg $ 254.00 10258 WORK LOSS MANAGEMENT, INC benefits $ 139.00 V004519 WORLD PRODUCTS INC 707-996-3380 Mfg $ 12,168.00 11033 WORLD TECHNOLOGIES LTD 913.438.7989 Original Equipment Manufacturer $ 1,820.00 9647 WORLD WIDE MFG USA INC 650-794-9878 Metals $ 30,116.40 V001220 WP & RS MARS CO 218-628-3594 MRO $ 214.93 7729 WRICO STAMPING OF FLORIDA 407-859-6473 Metals $ 223.00 8161 WRIGHT CAPACITORS INC 714-546-1709 Original Equipment Manufacturer $ 2,515.00 10784 WUS PRINTED CIR CO LTD 608.663.5544 Printed Circuit Boards $ 11,890.00 V002422 XEROX CORPORATION - IL 800-338-7020 MRO $ 6,333.42 11134 ZESTRON CORP 703.821.9248 Original Equipment Manufacturer $ 1,925.00 8808 ZMAR TECHNOLOGY INC 704-841-8847 Maintenance, Repair & Operating Supplies $ 14,487.70 11011 ZOLL MEDICAL 781.272.5457 Customer $ - ACF Components And Fasteners 2,626.20 Advanced Circuits 704.00 Ambitech/Hunter Technology 120,409.18 American Portwell 1,650.00 American Predator 35,410.26 American Skynet Electronic 1,443.05 Anixter 222.00 Arrow Electronics, Icp. 0.00 Asia Source Inc. 1,200.00 Avnet Electronics 0.00 Axial Industries 5,586.10 Bay Area Labels 118.00 Bell Microproducts 88.00 Betts Spring Company 407.74 Bisco Industries 294.00 Boyd Corp. 718.34 Cable Connection 23,556.58 Cableco 4,764.80 Carlton-Bates 1,166.00 Com-Kyl, EIS 99.66 Compucover 355.00 Dee Van Enterprise 3,552.00 Dependable Plastics 1,624.00 Digi-Key 976.85 Digital View 29,263.00 Double Precision Mfg. 274.91 Echelon 6,500.00 Electronics Sales Associates 125.00 Elo Touchsystems 4,248.00 Encore Industries 13,460.31 Eyesaver International 5,925.00 Fancy Models 1,200.00 Fas Industries 78.42 Force Electronics 100.00 Fry's Electronics 14.58 General Foundry Service 3,973.75 Gompf Brackets Inc. 120.00 GWC Technology 485.00 Horizon Technology 10,920.00 IDN-West 176.50 Igus Inc. 267.50 IoTech 916.00 Jaco Electronics/ Reptron 0.00
Vendor Num Vendor Name Address Line 1 Address Line 2 JCIL 3209 Whipple Road Kent Landsberg 31067 San Clemente Lava Computers Mfg. Inc. 60 Industrial Parkway Ste 629 Logan Electronics 605 Tennant Ave. Ste C Lucero Cables, Inc 193 Stauffer Blvd. Matrox International Corp 625 State Route 3 McMaster-Carr 600 County Line Rd Millennium Metalcraft 3201 Osgood Common Newark In One 4801 N. Ravenswood Ave Norvell Electronics 1850 Little Orchard St Olander Company 144 Commercial Street PC Power & Cooling 5995 Avenida Encinas Pei-Genesis 3951 South Plaza Drive Ste 240 Pentair 5500 Wayzata Blvd Ste 800 Precision Specialties P.O. Box 1808 Sagehill Engineering 1115 Hamilton Court Tap Plastics Inc. 6475 Sierra Lane Tech Biz Inc. 46722 Fremont Blvd Tech Fasteners 29440 Union City Blvd Teg Micro Technology 46725 Fremont Blvd. Tri-Map International, Inc. 111 Val Dervin Parkway TSR Silicon Resources 18150 Rowland St. Ultimate Components 1918 Bellmore Ave. S.E. Side Vantec 43185 Osgood Road Boston Scientific 47900 Bayside Parkway Abbott Diagnostics 5440 Patrick Henry Dr. AND001 Jerry Anderson 1330 Emily Ct CEL001 Cellotape 485 Vista Way BEL001 Bell Micro 12778 Collections Center Drive BEN002 Bench-Tek 3098 Kenneth St BOA001 Board of Equalization 600 S. Mcclure Rd FAS003 FAS Industries 1476 Camden Ave KEN003 Kent H. Landsberg 31067 San Clemente MCM001 McMaster Carr 600 County Line Rd AMB001 Ambitech/Hunter Technology 2941 Corvin Drive ASI001 Asia Source Inc. 48289 Fremont Blvd. ATY001 A.T.Your Service 5953 Bellflower Drive AXI003 Axiom Tech 18138 Rowland Street BEL001 Bell Micro 12778 Collections Center Drive BIS002 Bisco 1500 N. Lakeview Avenue BLA003 Black Hole 8501 East Grand Avenue BOY001 Boyd 600 S. Mcclure Rd CAB001 Cable Connection 102 Cooper Ct CAL006 Calistoga 485 Vista Way COM001 Com-Kyle 1524 W. 14Th St. #106 ENC002 Encore Industries 3535 De La Cruz Blvd EUR001 Eursoft One Davol Square #101 FAN001 Fancy Models 3500 Yale Way FED001 Federal Express 2650 Thousand Oaks Blvd #3100 FLE002 Fleet Fueling 97 Darling Ave FOR002 Force 477 Gianni Street HOR001 Horizon 25691 Atlantic Ocean Dr. #B3 IGU001 Igus 50 N. Broadway INC001 Incline 2193 Anchor Court INS003 Insight Direct 1305 W. Auto Dr IOT001 IO Tech 25971 Cannon Rd MCM001 McMaster Carr 600 County Line Rd OFF002 Office Depot 6700 Automall Parkway PC 001 PC Power 5995 Avenida Encinas PEN006 Pentair 5500 Wayzata Blvd Ste 800 PRE004 Pre-Tax 1055 Minnesota Ave. PRU001 Prudential Overall 1661 Alton Parkway SKY001 Skynet 1474 Gladding Ct. TRI006 Tri-Map 111 Val Dervin Parkway TSR001 TSR Silicon 4031 Clipper Court VAN002 Vantec 43185 Osgood Road VER002 Verizon Wireless 180 Washington Valley Rd AMEXCC American Express Trs P.O. Box 530001 Archive Archive Corporation PO Box 25223 BRM BUSINESS RECORDS MGMT 1125 ELDRIDGE STREET CSC CSC P.O. Box 13397
Vendor Num Vendor Name City State Zip Country Phone Num JCIL Union City CA 94587 510-324-4150 Kent Landsberg Hayward CA 94544 (510) 489-8200 Lava Computers Mfg. Inc. Cheektowaga NY 14227 (800) 241-5282 Logan Electronics Morgan Hill CA 95037 800-348-0702 Lucero Cables, Inc San Jose CA 95125 408-298-6001 Matrox International Corp Plattsburgh NY 12901 514-822-6016 McMaster-Carr Elmhurst IL 60126 562-692.5911 Millennium Metalcraft Fremont CA 94539 510-657-4700 Newark In One Chicago IL 60640 1800 678-8945 Norvell Electronics San Jose CA 95125 408-271-8611 Olander Company Sunnyvale CA 94086 800-538-1500 PC Power & Cooling Carlsbad CA 92008 (800) 722-6555 Pei-Genesis Santa Ana CA 92704 949-752-4591 Pentair Golden Valley MN 55416 763-545-1730 Precision Specialties Collierville TN 38027 901-854-5640 Sagehill Engineering Menlo Park CA 94025 650-327-5595 Tap Plastics Inc. Dublin CA 94568 (925) 829-4889 Tech Biz Inc. Fremont CA 94538 510-249-6801 Tech Fasteners Union City CA 94587 (510) 489-0100 Teg Micro Technology Fremont CA 94538 (800) 367-2486 Tri-Map International, Inc. Stockton CA 95206 888-687-4627 TSR Silicon Resources City of Industry CA 91748 626810-0866 Ultimate Components Bellmore NY 11710 516-783-1734 Vantec Fremont CA 94539 510-668-0368 Boston Scientific Fremont CA 94538 510-624-1503 Abbott Diagnostics Santa Clara CA 95054 408-982-4800 AND001 Jerry Anderson Clearwater FL 33756 (727) 443-1357 CEL001 Cellotape Phoenix CA 85072-2237 (800) 950-9393 BEL001 Bell Micro Chicago IL 60693 (408) 451-9400 BEN002 Bench-Tek Santa Clara CA 95054 408-653-1100 BOA001 Board of Equalization Modesto CA 95357 (209) 236-1111 FAS003 FAS Industries Campbell CA 95008 408-371-8580 KEN003 Kent H. Landsberg Hayward CA 94544 (510) 489-8200 MCM001 McMaster Carr Elmhurst IL 60126 562-692.5911 AMB001 Ambitech/Hunter Technology Santa Clara CA 95051 408-245-5403 ASI001 Asia Source Inc. Fremont CA 94538 (510) 354-0625 ATY001 A.T.Your Service Newark CA 94560 510-790-4808 AXI003 Axiom Tech City of Industry CA 91748 626-581-3232 BEL001 Bell Micro Chicago IL 60693 (408) 451-9400 BIS002 Bisco Anaheim CA 92807 408-451-1101 BLA003 Black Hole Denver CO 80237 (303) 741-9998 BOY001 Boyd Modesto CA 95357 (209) 236-1111 CAB001 Cable Connection Los Gatos CA 95030 (408) 395-6700 CAL006 Calistoga Phoenix AZ 85072-2237 (800) 950-9393 COM001 Com-Kyle Tempe AZ 85281 800-538-1578 ENC002 Encore Industries Santa Clara CA 95040 408-416-4007 EUR001 Eursoft Providence RI 2903 888-980-9595 FAN001 Fancy Models Fremont CA 94538 510-683-0819 FED001 Federal Express Memphis TN 38118 (800) 622-1147 FLE002 Fleet Fueling Portland ME 04106 800-492-0669 FOR002 Force Santa Clara CA 95054 (408) 748-1324 HOR001 Horizon Lake Forest CA 92630 949-595-8244 IGU001 Igus East Providence RI 02914 800-521-2747 INC001 Incline Newbury Park CA 91320 (805) 376-3300 INS003 Insight Direct Phoenix AZ 85284 480-902-1001 IOT001 IO Tech Cleveland OH 44146 440-439-4091 MCM001 McMaster Carr Elmhurst IL 60126 562-692.5911 OFF002 Office Depot Fremont CA 94538 800 650-1222 PC 001 PC Power Carlsbad CA 92008 (800) 722-6555 PEN006 Pentair Golden Valley MN 55416 763-545-1730 PRE004 Pre-Tax San Jose CA 95125 (408) 885-8400 PRU001 Prudential Overall Irvine CA 92606 1-800-767-5536 SKY001 Skynet Milpitas CA 95035 408-945-6355 TRI006 Tri-Map Stockton CA 95206 888-687-4627 TSR001 TSR Silicon Fremont CA 94538 510-440-8222 VAN002 Vantec Fremont CA 94539 510-668-0368 VER002 Verizon Wireless Bedminister NJ 07921 908-306-7000 AMEXCC American Express Trs ATLANTA GA 30353-0001 800-525-3355 Archive Archive Corporation Tampa FL 33622 813-874-1577 BRM BUSINESS RECORDS MGMT CLEARWATER FL 34615 813-447-3199 CSC CSC Philadelphia PA 19101-3397 800-342-8086
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount JCIL 2,457.50 Kent Landsberg 4,940.99 Lava Computers Mfg. Inc. 2,040.00 Logan Electronics 79.88 Lucero Cables, Inc 3,739.00 Matrox International Corp 59,400.00 McMaster-Carr 728.95 Millennium Metalcraft 420.00 Newark In One 1,084.50 Norvell Electronics 16.12 Olander Company 277.15 PC Power & Cooling 675.90 Pei-Genesis 577.15 Pentair 8,716.23 Precision Specialties 295.50 Sagehill Engineering 2,936.88 Tap Plastics Inc. 30.00 Tech Biz Inc. 78,035.00 Tech Fasteners 175.00 Teg Micro Technology 2,250.00 Tri-Map International, Inc. 12,235.05 TSR Silicon Resources 6,288.00 Ultimate Components 25,472.00 Vantec 8,058.00 Boston Scientific 280,831.56 Abbott Diagnostics 55,426.90 AND001 Jerry Anderson $ 119.66 CEL001 Cellotape 321.81 BEL001 Bell Micro 2,545.12 BEN002 Bench-Tek 140.26 BOA001 Board of Equalization 5,479.00 FAS003 FAS Industries 2,514.76 KEN003 Kent H. Landsberg 742.07 MCM001 McMaster Carr 50.13 AMB001 Ambitech/Hunter Technology 17,742.59 ASI001 Asia Source Inc. 623.66 ATY001 A.T.Your Service 425.00 AXI003 Axiom Tech 869.00 BEL001 Bell Micro 403.81 BIS002 Bisco 330.74 BLA003 Black Hole 4,965.00 BOY001 Boyd 254.07 CAB001 Cable Connection 293.33 CAL006 Calistoga 353.75 COM001 Com-Kyle 69.69 ENC002 Encore Industries 3,805.10 EUR001 Eursoft 2,301.00 FAN001 Fancy Models 308.07 FED001 Federal Express 278.40 FLE002 Fleet Fueling 105.00 FOR002 Force 109.74 HOR001 Horizon 25,650.00 IGU001 Igus 273.82 INC001 Incline 20.00 INS003 Insight Direct 171.33 IOT001 IO Tech 10,885.46 MCM001 McMaster Carr 67.49 OFF002 Office Depot 245.32 PC 001 PC Power 585.58 PEN006 Pentair 616.44 PRE004 Pre-Tax 17,742.38 PRU001 Prudential Overall 60.95 SKY001 Skynet 7,523.55 TRI006 Tri-Map 1,615.95 TSR001 TSR Silicon 4,323.00 VAN002 Vantec 500.00 VER002 Verizon Wireless 346.86 AMEXCC American Express Trs 1,209.37 Archive Archive Corporation 51.35 BRM BUSINESS RECORDS MGMT 2,463.81 CSC CSC 937.00
Vendor Num Vendor Name Address Line 1 Address Line 2 Compaq Hewlett-Packard Financial Services PO Box 402582 DirectTV Direct TV P.O. Box 5392 EDVANCE Ed Vance Printing Co., Inc 6101 Johns Road, Ste 4 NEWYORK New York BagelBoys 2566-E McMullen Booth Road RR Donn RR Donnelley Receivables, Inc. PO Box 905151 Skip Skip's Florist & Christmas House 5324 Mile Stretch Drive Staples Staples Business Advantage Dept. ATL VERIZON Verizon Florida Inc. P.O. Box 920041 Veredus Veredus Corporation P.O. Box 22047 Xero Xerographics, Inc. 1000 118th Ave N. VISHAY AMERICAS, INC. 7749 COLLECTION CENTER DRIVE AT&T Total P O BOX 830022 0 AT&T EASY LINK Total P O BOX 6003 0 AT&T GLOBAL NETWORK SERVICES, LLC Total 7872 COLLECTION CENTER DRIVE 0 AT&T WIRELESS Total NATIONAL BUSINESS SERVICES P O BOX 78405 B&L DISPOSAL Total 100 VASSAR 0 BETTER BUSINESS FORMS INC. Total P.O. BOX 48031 0 CONDUCTIVE CONTAINERS INC. Total P.O. BOX 809219 0 DADE BEHRING Total 101 SILVERMINE ROAD 0 DBA CRYSTAL SPRINGS WATER COMPANY Total SUNTORY WATER GROUP, INC P O BOX 530578 DBA QUALITY REFRESHMENT SERVICES Total QUALITY VENDING CORPORATION 214 CENTRAL STREET DBA SPARKLETTS DRINKING WATER Total DANONE WATERS OF NORTH AMERICA, INC. P O BOX 7126 DBA THE SPARKLING TOUCH Total ATTN: LOUISE M PURCELL 4 TINA AVENUE DBA US BANCORP ATTN: ERICA SCHMITT Total LYON FINANCIAL SERVICES 1310 MADRID STREET SUITE 101 DBA WESTAFF Total WESTAFF (USA), INC P O BOX 952372H DEB CASEY Total DEBBIE LAMB Total DNS TECHNOLOGIES, Total E-TECH SPARE PARTS INC. Total 2615 E BEEKMAN PLACE EURO-TEC (HK) LTD Total FGH CORPORATE PARK, LTD Total C/O CHASE COMMERCIAL REAL ESTATE SVC P O BOX 18153 FLORIDA SOFTWARE, INC Total P.O. BOX 84327 GRANITE STATE ELECTRIC CO Total PROCESSING CENTER GWINETT COUNTY TAX COMMISSIONER Total PROPERTY TAX DIVISION P O BOX 372 KAD TECHNOLOGIES I Total KEVIN SWAIN 455 Total MODU WH 91553 KRETON CORP Total LEGACY ELECTRONICS Total LISA GAO Total MIGHTY MICRO INC Total ND CENTURY CORPORA Total PALMER GAS CO., INC Total P O BOX 98 PQI (FORMERLY GEE Total PRINCETON TECHNOLO Total PRINCETON TECHNOLOGY, INC. Total 1691 BROWNING AVE RANDY CASEY Total 25 WEST SHORE DR. RAY REHAK Total 1117 CROSSBOW CIRCLE SAMSUNG SEMICONDUC Total SAMSUNG SEMICONDUCTOR INC. Total C/O BANK OF AMERICA FILE 96161 SBC NEVADA BELL TELEPHONE CO. Total P.O. BOX 989045 SPECTEK (A DIV OF MICRON SEMICONDUCT Total UNIT 33 PO BOX 4800 XEROX CORPORATION Total P O BOX 660303
Vendor Num Vendor Name City State Zip Country Phone Num Compaq Hewlett-Packard Financial Services Atlanta GA 30384-2582 DirectTV Direct TV Miami FL 33152-5392 EDVANCE Ed Vance Printing Co., Inc Tampa FL 33634 NEWYORK New York BagelBoys Clearwater FL 34621 813-797-9891 RR Donn RR Donnelley Receivables, Inc. Charlotte NC 28290-5151 Skip Skip's Florist & Christmas House Holiday FL 34690 727-938-2274 Staples Staples Business Advantage Atlanta GA 30353 (800) 699-5812 VERIZON Verizon Florida Inc. Dallas TX 75392-0041 800-483-3200 Veredus Veredus Corporation Tampa FL 33622 Xero Xerographics, Inc. St Petersburg FL 33716 VISHAY AMERICAS, INC. CHICAGO IL 60693 (402) 564-3131 AT&T Total BALTIMORE MD 21283 888-227-3824 AT&T EASY LINK Total CAROL STREAM IL 60197 AT&T GLOBAL NETWORK SERVICES, LLC Total CHICAGO IL 60693 AT&T WIRELESS Total PHOENIX AZ 85062-8405 888-480-9998 B&L DISPOSAL Total RENO NV 89520 775-329-8822 BETTER BUSINESS FORMS INC. Total NEWARK NJ 07101-4831 (727) 541-4641 CONDUCTIVE CONTAINERS INC. Total CHICAGO IL 60680-9219 (847) 465-1445 DADE BEHRING Total BROOKFIELD CT 06804 DBA CRYSTAL SPRINGS WATER COMPANY Total ATLANTA GA 30353-0578 (800) 235-7873 DBA QUALITY REFRESHMENT SERVICES Total HUDSON NH 3051 (603) 880-6091 DBA SPARKLETTS DRINKING WATER Total PASADENA CA 91109-7126 DBA THE SPARKLING TOUCH Total PELHAM NH 03076 603-635-7786 DBA US BANCORP ATTN: ERICA SCHMITT Total MARSHALL MN 56258 (507) 532-7754 DBA WESTAFF Total ST LOUIS MO 63195-2372 DEB CASEY Total DEBBIE LAMB Total DNS TECHNOLOGIES, Total E-TECH SPARE PARTS INC. Total PHOENIX AZ 85016 (602) 955-4645 EURO-TEC (HK) LTD Total FGH CORPORATE PARK, LTD Total HUNTSVILLE AL 35804-8153 (256) 539-1686 FLORIDA SOFTWARE, INC Total BATON ROUGE LA 70884 (800) 456-9273 GRANITE STATE ELECTRIC CO Total WOBURN MA 01807 603-890-7000 GWINETT COUNTY TAX COMMISSIONER Total LAWRENCEVILLE GA 30046-0372 770-822-8800 KAD TECHNOLOGIES I Total KEVIN SWAIN 455 Total TAMPA FL 99999 KRETON CORP Total LEGACY ELECTRONICS Total LISA GAO Total MIGHTY MICRO INC Total ND CENTURY CORPORA Total PALMER GAS CO., INC Total NORTH SALEM NH 3073 (603) 898-7986 PQI (FORMERLY GEE Total PRINCETON TECHNOLO Total PRINCETON TECHNOLOGY, INC. Total IRVINE CA 92606 (949) 851-7776 RANDY CASEY Total PELHAM NH 03076 (603) 635-1311 RAY REHAK Total MEDINA OH 44256 (330) 723-7382 SAMSUNG SEMICONDUC Total SAMSUNG SEMICONDUCTOR INC. Total CHICAGO IL 60693 (408) 544-4075 SBC NEVADA BELL TELEPHONE CO. Total WEST SACRAMENTO CA 95798-9045 SPECTEK (A DIV OF MICRON SEMICONDUCT Total PORTLAND OR 97208 (208) 368-3780 XEROX CORPORATION Total DALLAS TX 75266-0303 888-339-7887
Outstanding Vendor Num Vendor Name Fax Num Service Provided Balance/Amount Compaq Hewlett-Packard Financial Services 454.84 DirectTV Direct TV 47.50 EDVANCE Ed Vance Printing Co., Inc 1.89 NEWYORK New York BagelBoys 142.94 RR Donn RR Donnelley Receivables, Inc. 1,319.00 Skip Skip's Florist & Christmas House 214.12 Staples Staples Business Advantage 903.11 VERIZON Verizon Florida Inc. 46.65 Veredus Veredus Corporation 0.00 Xero Xerographics, Inc. 127.33 VISHAY AMERICAS, INC. 1,991,684.58 AT&T Total 9813.02 AT&T EASY LINK Total 50.49 AT&T GLOBAL NETWORK SERVICES, LLC Total 3156.04 AT&T WIRELESS Total 3209.75 B&L DISPOSAL Total 1612.2 BETTER BUSINESS FORMS INC. Total -64.2 CONDUCTIVE CONTAINERS INC. Total 10600.63 DADE BEHRING Total 13110.78 DBA CRYSTAL SPRINGS WATER COMPANY Total -23.04 DBA QUALITY REFRESHMENT SERVICES Total 6.33 DBA SPARKLETTS DRINKING WATER Total -5.65 DBA THE SPARKLING TOUCH Total 130.94 DBA US BANCORP ATTN: ERICA SCHMITT Total 7313.31 DBA WESTAFF Total 5640.92 DEB CASEY Total 516.85 DEBBIE LAMB Total 38.55 DNS TECHNOLOGIES, Total 91750 E-TECH SPARE PARTS INC. Total 29619.25 EURO-TEC (HK) LTD Total 30040.5 FGH CORPORATE PARK, LTD Total 8214.78 FLORIDA SOFTWARE, INC Total 115.93 GRANITE STATE ELECTRIC CO Total 77.7 GWINETT COUNTY TAX COMMISSIONER Total 1735.65 KAD TECHNOLOGIES I Total 84565 KEVIN SWAIN 455 Total 12.11 KRETON CORP Total 157800 LEGACY ELECTRONICS Total 2075 LISA GAO Total 12512 MIGHTY MICRO INC Total 54250 ND CENTURY CORPORA Total 60250 PALMER GAS CO., INC Total -302.8 PQI (FORMERLY GEE Total 242121 PRINCETON TECHNOLO Total 321.25 PRINCETON TECHNOLOGY, INC. Total 25645.05 RANDY CASEY Total 2000 RAY REHAK Total 3716 SAMSUNG SEMICONDUC Total 0 SAMSUNG SEMICONDUCTOR INC. Total -25000 SBC NEVADA BELL TELEPHONE CO. Total 570.36 SPECTEK (A DIV OF MICRON SEMICONDUCT Total -6429.66 XEROX CORPORATION Total 699.18 $10,418,664.32