Pcd Inc Sample Contracts

Pcd Inc – UNITED STATES BANKRUPTCY COURT (June 4th, 2003)
Pcd Inc – UNITED STATES BANKRUPTCY COURT (June 4th, 2003)
Pcd Inc – NEWS RELEASE (May 7th, 2003)

Peabody, MA, May 7, 2003 - PCD Inc. (OTC Bulletin Board: PCDIQ.OB), a manufacturer of electronic connectors, today announced that UMD Technology, Inc. has completed the acquisition of PCD's Wells-CTI Division for $2.050 million in cash, plus assumed liabilities. The acquisition covers substantially all the assets and operating liabilities of the Well-CTI U.S. operations, headquartered in Phoenix, AZ; plus the equity of Wells-CTI KK, the Company's Yokohama, Japan subsidiary.

Pcd Inc – NEWS RELEASE (May 7th, 2003)

Peabody, MA, May 2, 2003 - PCD Inc. (OTC Bulletin Board: PCDIQ), a manufacturer of electronic connectors, today announced that Amphenol Corporation has completed the acquisition of substantially all of the assets and operations of PCD's Industrial/Avionics Division, headquartered in Peabody, MA, for approximately $14 million in cash, plus certain assumed liabilities, subject to further adjustments after the closing of the acquisition under the agreement between the companies. In addition, Amphenol will assume certain of PCD's long-term contracts. Amphenol is one of the world's largest interconnect suppliers, with over $1 billion in sales and 11,000 employees located in its global facilities.

Pcd Inc – UNITED STATES BANKRUPTCY COURT (May 5th, 2003)
Pcd Inc – UNITED STATES BANKRUPTCY COURT (May 5th, 2003)
Pcd Inc – UNITED STATES BANKRUPTCY COURT (April 30th, 2003)
Pcd Inc – UNITED STATES BANKRUPTCY COURT (April 30th, 2003)
Pcd Inc – NEWS RELEASE First Day Orders Enable PCD Inc. to Conduct Business as Usual (March 31st, 2003)

Peabody, MA, March 27, 2003 - PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of electronic connectors, announced today that on March 25, 3003, the U.S. Bankruptcy Court for the District of Massachusetts has approved orders that will enable PCD and its U.S. subsidiary, Wells-CTI, Inc., to conduct their operations in the ordinary course.

Pcd Inc – NEWS RELEASE PCD Inc. Announces Sale of Assets and Bankruptcy Filing (March 31st, 2003)

Peabody, MA, March 21, 2003 - PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of electronic connectors, announced today that, having completed its review of strategic alternatives for addressing its capital structure, it has entered into definitive agreements to sell the assets of its two Divisions. To facilitate the sales, PCD Inc. and its domestic subsidiary, Wells-CTI, Inc., filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts. The Chapter 11 filings allow the sale of the assets of the domestic entities to be free and clear from certain liabilities that the prospective purchasers do not wish to assume.

Pcd Inc – AMENDMENT AND TEMPORARY WAIVER No. 4 (January 17th, 2003)

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").

Pcd Inc – TEMPORARY WAIVER No. 3 (December 6th, 2002)

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").

Pcd Inc – PCD INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 13th, 2002)

This Registration Rights Agreement (the "Agreement") is made as of this 27th day of February, 2002 by and among PCD Inc. (the "Company"), and each of the Lenders set forth on Schedule A attached hereto (the "Holders"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Loan Agreement (as defined below).

Pcd Inc – THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY), REASONABLY SATISFACTORY IN FORM AND CONTENT TO THE COMPANY, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPE (March 13th, 2002)

This is to certify that, for value received, Fleet National Bank, having an office at 100 Federal Street, Boston, Massachusetts 02110 or any subsequent holder hereof ( the "Holder"), is entitled to purchase from PCD INC. a Massachusetts corporation (the "Company"), in whole or in part, at an exercise price of $0.01 per share, subject to adjustment as hereinafter provided (the "Exercise Price"), at any time during the Exercise Period, as defined below, 425,984 shares of fully paid and non-assessable shares of the Common Stock $0.01 par value, of the Company (the "Common Stock"). This Warrant and any other warrants issued as provided herein, are hereinafter collectively referred to as the "Warrant" or as the "Warrants" and all shares of Common Stock and other securities purchased or purchasable upon exercise of this Warrant are hereinafter collectively referred to as "Warrant Shares." The number of shares of Common Stock and the Exercise Price are subject to adjustment as hereinafter s

Pcd Inc – AMENDED AND RESTATED PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (March 13th, 2002)

AMENDED AND RESTATED PATENT COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of February 27, 2002, between WELLS-CTI INC., an Indiana corporation with having its principal place of business at 2102 West Quail Avenue, Suite 2, Phoenix, Arizona, 85027 (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.

Pcd Inc – THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY), REASONABLY SATISFACTORY IN FORM AND CONTENT TO THE COMPANY, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPE (March 13th, 2002)

This is to certify that, for value received, [______________], having an office at [_________________________] or any subsequent holder hereof ( the "Holder"), is entitled to purchase from PCD INC. a Massachusetts corporation (the "Company"), in whole or in part, at an exercise price of $0.01 per share, subject to adjustment as hereinafter provided (the "Exercise Price"), at any time during the Exercise Period, as defined below, ________ shares of fully paid and non-assessable shares of the Common Stock $0.01 par value, of the Company (the "Common Stock"). This Warrant and any other warrants issued as provided herein, are hereinafter collectively referred to as the "Warrant" or as the "Warrants" and all shares of Common Stock and other securities purchased or purchasable upon exercise of this Warrant are hereinafter collectively referred to as "Warrant Shares." The number of shares of Common Stock and the Exercise Price are subject to adjustment as hereinafter set forth. Capitalized

Pcd Inc – AMENDED AND RESTATED PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (March 13th, 2002)

AMENDED AND RESTATED PATENT COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of February 27, 2002, between PCD INC., a Massachusetts corporation having its principal place of business at 2 Technology Drive, Centennial Park, Peabody, Massachusetts 01960-7977, (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.

Pcd Inc – AMENDED AND RESTATED SECURITY AGREEMENT (March 13th, 2002)

AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of February 27, 2002, between Wells-CTI Kabushiki Kaisha, a Japanese limited stock company (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.

Pcd Inc – AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT (March 13th, 2002)

AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of February 27, 2002, between PCD INC., a Massachusetts corporation having its principal place of business at 2 Technology Drive, Centennial Park, Peabody, Massachusetts 01960-7977, (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.

Pcd Inc – AMENDED AND RESTATED SECURITY AGREEMENT (March 13th, 2002)

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.

Pcd Inc – 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, 2002 (March 13th, 2002)

This AMENDED AND RESTATED LOAN AGREEMENT is made as of February 27, 2002 among (a) PCD INC., a Massachusetts corporation with a principal place of business at 2 Technology Drive, Peabody, Massachusetts 01960 (the "Borrower"), (b) FLEET NATIONAL BANK, a national banking association organized under the laws of the United States and having an office at 100 Federal Street, Boston, Massachusetts 02110 (hereinafter sometimes the "Agent" as collateral agent and administrative agent for itself, sometimes "Fleet" and sometimes a "Lender") and (c) each of the other Lenders who now and/or hereafter become parties to this Agreement pursuant to the terms of Section 9.11 hereof, and such Lenders, Citizens Bank, (hereinafter "Citizens" and sometimes a "Lender", Eastern Bank, (hereinafter "Eastern" and sometimes a "Lender"), First Source Loan Obligations Trust, (hereinafter "First Source" and sometimes a "Lender"), IBJ Whitehall Bank and Trust Company, (hereinafter "IBJ" and sometimes a "Lender"), Fir

Pcd Inc – PCD INC. (March 13th, 2002)

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.

Pcd Inc – AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT (March 13th, 2002)

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.

Pcd Inc – AMENDED AND RESTATED SECURITY AGREEMENT (March 13th, 2002)

AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of February 27, 2002, between Wells-CTI Inc., an Indiana 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.

Pcd Inc – AMENDED AND RESTATED PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (March 13th, 2002)

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.

Pcd Inc – AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT (March 13th, 2002)

AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of February 27, 2002, between WELLS-CTI INC., an Indiana corporation with having its principal place of business at 2102 West Quail Avenue, Suite 2, Phoenix, Arizona, 85027 (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.

Pcd Inc – AMENDMENT No. 7 AND TEMPORARY WAIVER (November 27th, 2001)

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 – Underwriting Agreement (March 20th, 1998)
Pcd Inc – Underwriting Agreement (February 12th, 1998)
Pcd Inc – MANAGEMENT INCENTIVE PLAN (February 12th, 1998)
Pcd Inc – SECOND AMENDMENT (February 12th, 1998)
Pcd Inc – AGREEMENT (February 12th, 1998)
Pcd Inc – INDUSTRIAL LEASE AGREEMENT (February 12th, 1998)
Pcd Inc – LEASE AMENDMENT (February 12th, 1998)
Pcd Inc – LEASE (February 12th, 1998)