Praegitzer Industries Trust I Sample Contracts

Praegitzer Industries Trust I – THIRD AMENDMENT TO CREDIT AGREEMENT (December 18th, 1998)

THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT entered into as of December 16, 1998 by and between PRAEGITZER INDUSTRIES, INC., an Oregon corporation, ("Borrower"), and KEYBANK NATIONAL ASSOCIATION ("Bank"), is as follows: 1. RECITALS. Borrower and Bank are parties to that certain Credit Agreement dated as of March 31, 1998, as amended by the First Amendment to Credit Agreement dated August 6, 1998 and by the Second Amendment to Credit Agreement dated December 8, 1998 ("Agreement"). Borrower and Bank desire to revise the Agreement in the manner set forth herein. 2. SECTION 7.17. Section 7.17 of the Agreement is hereby amended by replacing "$15,000,000" with "$10,000,000." 3. CONSENT. Bank hereby consents to and approves the issuance by Borrower of subordinated debt in the principal amount of not less than $10,000,000 containing subordination terms substantially similar to or the same as the sub

Praegitzer Industries Trust I – $15,000,000 OF __% CONVERTIBLE SUBORDINATED NOTES DUE _____, 2008 (December 11th, 1998)

-------------------------------------------------------------------------------- $15,000,000 OF __% CONVERTIBLE SUBORDINATED NOTES DUE _____, 2008 (PLUS $2,250,000 OF NOTES TO COVER OVER-ALLOTMENTS, IF ANY) PRAEGITZER INDUSTRIES, INC. UNDERWRITING AGREEMENT ________ __, 1998 ADVEST, INC. &

Praegitzer Industries Trust I – _____% Convertible Subordinated Notes due 2008* (December 11th, 1998)

PRAEGITZER INDUSTRIES, INC. AND U.S. TRUST COMPANY, NATIONAL ASSOCIATION AS TRUSTEE $15,000,000 _____% Convertible Subordinated Notes due 2008* ------------------ INDENTURE Dated as of December __, 1998 ---------- *Plus an over-allotment option to purchase up to $2,250,000 principal amount of ____% Convertible Subordinated Notes due 2008. CROSS-REFERENCE TABLE* TRUST INDENTURE ACT SECTION INDENTURE SECTION 310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10

Praegitzer Industries Trust I – UNDER THE TRUST INDENTURE ACT OF 1939 OF (December 11th, 1998)

SECURITIES AND EXCHANGE COMMISSIONPRIVATE WASHINGTON, D.C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)___ --------------- U.S. TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 515 South Flower Street Suite 2700

Praegitzer Industries Trust I – SECOND AMENDMENT TO CREDIT AGREEMENT (December 11th, 1998)

SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT entered into as of December 8th, 1998 by and between PRAEGITZER INDUSTRIES, INC., an Oregon corporation, ("Borrower"), and KEYBANK NATIONAL ASSOCIATION ("Bank"), is as follows: 1. RECITALS. Borrower and Bank are parties to that certain Credit Agreement dated as of March 31, 1998, as amended by the First Amendment to Credit Agreement dated August 6, 1998 ("Agreement"). Borrower and Bank desire to revise the Agreement in the manner set forth herein. 2. EQUITY OR SUBORDINATED DEBT. (a) Section 7.17 is amended in its entirety to read as follows: During the period after the Closing Date and before January 1, 1999, Borrower shall issue not less than $15,000,000 of equity or subordinated debt, which debt shall be explicitly subordinated to all Senior Indebtedness on te