PCD Inc Sample Contracts

LEASE BETWEEN
Lease • February 12th, 1998 • PCD Inc • Electronic connectors • Pennsylvania
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AGREEMENT BETWEEN
Agreement • February 12th, 1998 • PCD Inc • Electronic connectors
INDEX TO LOAN AGREEMENT
Loan Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
EXHIBIT 2.1 SHARE PURCHASE AGREEMENT DATED AS OF NOVEMBER 17, 1997
Share Purchase Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Delaware
AMENDED AND RESTATED PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
Patent 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 AGREEMENT
Amended 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 AGREEMENT
Trademark 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.

AMENDMENT NO. 6 AND WAIVER
6 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.

EXHIBIT 10.17 EXHIBIT B
PCD Inc • January 9th, 1998 • Electronic connectors • Massachusetts
AMENDMENT No. 7 AND TEMPORARY WAIVER
7 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 AGREEMENT
Warrant 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.

RECITALS
PCD Inc • January 9th, 1998 • Electronic connectors • Massachusetts
PCD INC.
Debenture and Warrant Purchase Agreement • January 9th, 1998 • PCD Inc • Electronic connectors • Massachusetts
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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 BUILDING
PCD Inc • February 12th, 1998 • Electronic connectors
AMENDMENT No. 1 AND TEMPORARY WAIVER
And 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").

AMENDMENT No. 2 AND TEMPORARY WAIVER
PCD 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").

TEMPORARY WAIVER No. 3
PCD 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. 4
PCD 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").

PCD INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 13th, 2002 • PCD Inc • Electronic connectors • Massachusetts

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).

WITNESSETH:
PCD Inc • January 9th, 1998 • Electronic connectors
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