2- 3 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 not misleading; provided, however, that this representation and warranty shall not apply to any...PCD Inc • March 20th, 1998 • Electronic connectors • Massachusetts
LEASE BETWEENLease • February 12th, 1998 • PCD Inc • Electronic connectors • Pennsylvania
2- 3 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 not misleading; provided, however, that this representation and warranty shall not apply to any...PCD Inc • February 12th, 1998 • Electronic connectors • Massachusetts
EXHIBIT 10.17 EXHIBIT BPCD Inc • January 9th, 1998 • Electronic connectors • Massachusetts
AGREEMENT BETWEENAgreement • February 12th, 1998 • PCD Inc • Electronic connectors
1 Exhibit 10.22 SECOND AMENDMENT ---------------- This Second Amendment made this 15th day of July, 1993 by and between Centennial Park Associates Limited Partnership III, a Massachusetts Limited Partnership as Landlord and Precision Connector...PCD Inc • February 12th, 1998 • Electronic connectors
EXHIBIT 10.8 CONDITIONAL PATENT ASSIGNMENT THIS CONDITIONAL PATENT ASSIGNMENT dated as of December 26, 1997, by and between WELLS ELECTRONICS, INC., an Indiana corporation, with a principal place of business at 52940 Olive Road, South Bend, Indiana...PCD Inc • January 9th, 1998 • Electronic connectors
INDEX TO LOAN AGREEMENTLoan Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
EXHIBIT 2.1 SHARE PURCHASE AGREEMENT DATED AS OF NOVEMBER 17, 1997Share Purchase Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Delaware
AMENDED AND RESTATED PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTPatent Collateral Assignment and Security Agreement • March 13th, 2002 • PCD Inc • Electronic connectors • Massachusetts
AMENDED AND RESTATED PATENT COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of February 27, 2002, between WELLS-CTI KABUSHIKI KAISHA, a Japanese limited stock company having its principal place of business at Paleana Building 6F 2-2-15, Shin-Yokahama, Kohuku-Ku, Yokahama, Japan 222-0033 (the "Assignor"), and Fleet National Bank, a national banking association organized under the laws of the United States having an office at One Hundred Federal Street, Boston, Massachusetts 02110, as agent (hereinafter, in such capacity, the "Agent") for itself and other banking institutions (hereinafter, collectively, the "Lenders") which are, or may in the future become, parties to an Amended and Restated Loan Agreement dated as of the date hereof (as amended and in effect from time to time, the "Loan Agreement"), among the Assignor, the Lenders and the Agent.
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • March 13th, 2002 • PCD Inc • Electronic connectors
AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of February 27, 2002, between PCD Inc., a Massachusetts corporation (the "Company"), and Fleet National Bank, a national banking association, as Agent (hereinafter, in such capacity, the "Agent") for itself and other lending institutions (hereinafter, collectively, the "Lenders") which are or may become parties to an Amended and Restated Loan Agreement dated as of February 27, 2002 (as amended and in effect from time to time, the "Loan Agreement"), among the Company, the Lenders and the Agent.
AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENTTrademark Collateral Security and Pledge Agreement • March 13th, 2002 • PCD Inc • Electronic connectors • Massachusetts
AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of February 27, 2002, between WELLS-CTI KABUSHIKI KAISHA, a Japanese Limited Stock Company having its principal place of business at Paleana Building 6F 2-2-15, Shin-Yokahama, Kohuku-Ku, Yokahama, Japan 222-0033 (the "Assignor"), and Fleet National Bank, a national banking association organized under the laws of the United States having an office at One Hundred Federal Street, Boston, Massachusetts 02110, as agent (hereinafter, in such capacity, the "Agent") for itself and other banking institutions (hereinafter, collectively, the "Lenders") which are, or may in the future become, parties to an Amended and Restated Loan Agreement dated as of the date hereof (as amended and in effect from time to time, the "Loan Agreement"), among the Assignor, the Lenders and the Agent.
EXHIBIT 10.7 CONDITIONAL PATENT ASSIGNMENT THIS CONDITIONAL PATENT ASSIGNMENT dated as of December 26, 1997, by and between PCD INC., a Massachusetts corporation, with a principal place of business at 2 Technology Drive, Centennial Park, Peabody,...Patent Assignment • January 9th, 1998 • PCD Inc • Electronic connectors
1 Exhibit 10.26 LANDLORD: Blackthorn Area Partners TENANT: Wells Electronics, Inc. LEASE AMENDMENT --------------- This lease amendment dated May 16, 1997 by and between Blackthorn Area Partners (Landlord) and Wells Electronics, Inc. (Tenant) hereby...PCD Inc • February 12th, 1998 • Electronic connectors
EXHIBIT 10.6 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT IS BETWEEN: (1) WELLS ELECTRONICS, INC., an Indiana corporation having its principal place of business at 52940 Olive Road, South Bend, Indiana ("Pledgor"); and (2) FLEET NATIONAL BANK, a...Stock Pledge Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
SECTION 6. COVENANTS OF DEBTOR. Debtor hereby covenants and agrees with Secured Party that Debtor (a) will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein other than that of Secured Party;...Security Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
EXHIBIT 10.4 SECURITY AGREEMENT THIS AGREEMENT made as of December 26, 1997, by and between WELLS ELECTRONICS, INC., an Indiana corporation, with a principal place of business at 52940 Olive Road, South Bend, Indiana ("Debtor") and FLEET NATIONAL...Security Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
AMENDMENT NO. 6 AND WAIVER6 and Waiver • August 14th, 2001 • PCD Inc • Electronic connectors • Massachusetts
This AMENDMENT NO. 6 AND WAIVER (this "Amendment"), dated as of August 13, 2001 is by and among (a) PCD Inc. (the "Borrower") (b) the Guarantors listed on the signature pages hereto (the "Guarantors" and together with the Borrower, the "Obligors"), (c) Fleet National Bank as Agent (in such capacity, the "Agent"), and (d) the other lending institutions listed on the signature pages hereto (collectively, the "Lenders"). Capitalized terms which are used herein without definition and which are defined in the Loan Agreement referred to below shall have the same meanings herein as in the Loan Agreement.
AMENDMENT No. 7 AND TEMPORARY WAIVER7 and Temporary Waiver • November 27th, 2001 • PCD Inc • Electronic connectors
This AMENDMENT NO. 7 AND WAIVER (this "Amendment"), dated as of November 14, 2001 is by and among (a) PCD Inc. (the "Borrower"), (b) the Guarantors listed on the signature pages hereto (the "Guarantors" and together with the Borrower, the "Obligors"), (c) Fleet National Bank as Agent (in such capacity, the "Agent"), and (d) the other lending institutions listed on the signature pages hereto (collectively, the "Lenders").
PCD INC. Centennial Park Peabody, MA 01960-7977 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 13th, 2002 • PCD Inc • Electronic connectors • Massachusetts
The undersigned, PCD Inc., a Massachusetts corporation (the "Company"), agrees to issue and sell to Fleet National Bank, a national banking association ("Fleet"), Citizens Bank of Massachusetts ("Citizens"), Comerica Bank - California ("Comerica"), First Union National Bank ("First Union"), Eastern Bank ("Eastern"), IBJ Whitehall Bank & Trust Company ("IBJ") and First Source Loan Obligations Trust ("First Source" and together with Fleet, Citizens, Comerica, First Union, IBJ and Eastern, the "Lenders") the Common Stock Purchase Warrants of the Company in the form of Exhibit A hereto, all being on the terms and subject to the conditions contained in this Agreement.
RECITALSPCD Inc • January 9th, 1998 • Electronic connectors • Massachusetts
PCD INC.Debenture and Warrant Purchase Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
OFFER TO EXCHANGE ALL OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER TO EXCHANGE") THIS SUPPLEMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS RELATING TO THE PCD INC. 1996 STOCK PLAN April 22, 2002 PCD INC. OFFER TO EXCHANGE ALL OUTSTANDING...PCD Inc • April 22nd, 2002 • Electronic connectors
PCD Inc. ("PCD" or the "Company") is offering eligible employees the opportunity to exchange all outstanding options to purchase shares of PCD common stock for new options which we will grant under the PCD Inc. 1996 Stock Plan (the "1996 Stock Plan"). We are making the offer upon the terms and conditions described in this Offer to Exchange (the "Offer to Exchange"), the related Announcement of Option Exchange Program from John L. Dwight, Jr. dated April 22, 2002 (the "Announcement"), and the Election Form (which together, as they may be amended from time to time, constitute the "Offer" or "Program").
TRANSLATION] SUBLEASE AGREEMENT FOR PALEANA BUILDINGPCD Inc • February 12th, 1998 • Electronic connectors
EXHIBIT 10.19 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of December 26, 1997, is by and among PCD INC., a Massachusetts corporation with a principal place of business at 2 Technology Drive, Centennial Park,...Subordination Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
AMENDMENT No. 1 AND TEMPORARY WAIVERAnd Temporary Waiver • August 13th, 2002 • PCD Inc • Electronic connectors • Massachusetts
This AMENDMENT NO. 1 AND WAIVER (this "Amendment"), dated as of June 29, 2002 is by and among (a) PCD Inc. (the "Borrower"), (b) the Guarantors listed on the signature pages hereto (the "Guarantors" and together with the Borrower, the "Obligors"), (c) Fleet National Bank as Agent (in such capacity, the "Agent"), and (d) the other lending institutions listed on the signature pages hereto (collectively, the "Lenders").
EXHIBIT 10.11 CONDITIONAL TRADEMARK COLLATERAL ASSIGNMENT THIS CONDITIONAL TRADEMARK COLLATERAL ASSIGNMENT dated as of December 26, 1997, by and between WELLS ELECTRONICS, INC., an Indiana corporation, with a principal place of business at 52940 Olive...PCD Inc • January 9th, 1998 • Electronic connectors
EXHIBIT 10.13 COLLATERAL ASSIGNMENT OF CONTRACTS, LEASES, LICENSES AND PERMITS THIS COLLATERAL ASSIGNMENT OF CONTRACTS, LEASES, LICENSES AND PERMITS made as of December 26, 1997, by and between WELLS ELECTRONICS, INC., an Indiana corporation having...PCD Inc • January 9th, 1998 • Electronic connectors
EXHIBIT 10.10 CONDITIONAL TRADEMARK COLLATERAL ASSIGNMENT THIS CONDITIONAL TRADEMARK COLLATERAL ASSIGNMENT dated as of December 26, 1997, by and between PCD INC., a Massachusetts corporation, with a principal place of business at 2 Technology Drive,...PCD Inc • January 9th, 1998 • Electronic connectors
AMENDMENT No. 2 AND TEMPORARY WAIVERPCD Inc • November 12th, 2002 • Electronic connectors • Massachusetts
This AMENDMENT NO. 2 AND WAIVER (this "Amendment"), dated as of September 28, 2002 is by and among (a) PCD Inc. (the "Borrower"), (b) the Guarantors listed on the signature pages hereto (the "Guarantors" and together with the Borrower, the "Obligors"), (c) Fleet National Bank as Agent (in such capacity, the "Agent"), and (d) the other lending institutions listed on the signature pages hereto (collectively, the "Lenders").
1 Exhibit 10.25 INDUSTRIAL LEASE AGREEMENT The parties to this Agreement, entered into on this 21 day of September, 1995 between BLACKTHORN AREA PARTNERS ("Landlord") and WELLS ELECTRONICS, INC. ("Tenant"), agree as follows: 1. PREMISES; PREPARATION;...Industrial Lease Agreement • February 12th, 1998 • PCD Inc • Electronic connectors • Indiana
EXHIBIT 10.18 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December 26, 1997, is made and entered into by and between PCD Inc., a Massachusetts corporation (the "Company"), and EMERSON ELECTRIC CO., a...Registration Rights Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG PCD INC. AND FLEET NATIONAL BANK, AS COLLATERAL AGENT, ADMINISTRATIVE AGENT AND A LENDER AND THE OTHER FINANCIAL INSTITUTIONS NOW OR HEREAFTER PARTIES HERETO February 27, 2002Loan Agreement • March 13th, 2002 • PCD Inc • Electronic connectors • Massachusetts
TEMPORARY WAIVER No. 3PCD Inc • December 6th, 2002 • Electronic connectors
This TEMPORARY WAIVER No. 3(this "Waiver"), dated as of November 29, 2002 is by and among (a) PCD Inc. (the "Borrower"), (b) the Guarantors listed on the signature pages hereto (the "Guarantors" and together with the Borrower, the "Obligors"), (c) Fleet National Bank as Agent (in such capacity, the "Agent"), and (d) the other lending institutions listed on the signature pages hereto (collectively, the "Lenders").
AMENDMENT AND TEMPORARY WAIVER No. 4PCD Inc • January 17th, 2003 • Electronic connectors
This AMENDMENT AND TEMPORARY WAIVER No. 4 (this "Waiver"), dated as of December 31, 2002 is by and among (a) PCD Inc. (the "Borrower"), (b) the Guarantors listed on the signature pages hereto (the "Guarantors" and together with the Borrower, the "Obligors"), (c) Fleet National Bank as Agent (in such capacity, the "Agent"), and (d) the other lending institutions listed on the signature pages hereto (collectively, the "Lenders").
