William Beckman, President
DOUBLE "J" MOLDING, INC.
By:
/s/ William Beckman
William Beckman, President
CLARION-DRAKE ACQUISITION, INC.
By:
/s/ William Beckman
William Beckman, President
MITO PLASTICS, INC.
By:
/s/ William Beckman
William Beckman, President
WAMAR PRODUCTS, INC.
By:
/s/ William Beckman
William Beckman, President
WAMAR TOOL & MACHINE CO.
By:
/s/ William Beckman
William Beckman, President
THIS DEBT INSTRUMENT IS
ISSUED WITH OID
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE
"SECURITIES ACTS"), AND IS NOT TRANSFERABLE, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACTS, OR EXEMPTIONS FROM
REGISTRATION THEREUNDER. Furthermore, the security represented hereby is only
transferable pursuant to the provisions of Article 8 of that certain Senior
Subordinated Loan Agreement, dated as of July 21, 2000, as amended by that
certain Waiver, Consent and First Amendment to Senior Subordinated Loan
Documents, dated as April 17, 2001, and by that certain Second Amendment to
Senior Subordinated Loan Documents, dated as of December 6, 2001, among Clarion
Technologies, Inc., and its subsidiaries party thereto, as borrowers, and
William Blair Mezzanine Capital Fund III, L.P. and certain other lenders set
forth in Section 2.1 thereto, as lenders. A copy of such Article of the Senior
Subordinated Loan Agreement will be furnished by the issuer to the holder hereof
upon written request therefor by holder.
THIS SUBORDINATED NOTE ("NOTE") AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY
ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JULY 21, 2000 (AS AMENDED, MODIFIED OR
RESTATED, THE "INTERCREDITOR AGREEMENT") AMONG CLARION TECHNOLOGIES, INC., A
DELAWARE CORPORATION ("COMPANY"), CERTAIN SUBSIDIARIES OF THE COMPANY (TOGETHER
WITH THE COMPANY, THE "LOAN PARTIES"), WILLIAM BLAIR MEZZANINE CAPITAL FUND III,
L.P. AND LASALLE BANK NATIONAL ASSOCIATION ("AGENT"), TO THE INDEBTEDNESS
(INCLUDING INTEREST) OWED BY THE LOAN PARTIES TO THE HOLDERS OF ALL OF THE NOTES
ISSUED PURSUANT TO, AND THE OTHER LENDER PARTIES UNDER, THAT CERTAIN CREDIT
AGREEMENT DATED AS OF FEBRUARY 29, 2000, AS AMENDED, AMONG THE LOAN PARTIES,
AGENT AND THE BANKS AND OTHER LENDERS THEREUNDER, AS SUCH CREDIT AGREEMENT MAY
BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME; AND EACH HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
CLARION TECHNOLOGIES, INC.
SECOND AMENDMENT SENIOR SUBORDINATED SECURED NOTE
$500,000 December 6, 2001
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned, CLARION TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and the subsidiaries of the Company
signatory hereto (together with their successors and assigns, the "Loan
Parties"), jointly and severally, hereby promise to pay to the order of CRAIG
WIERDA GRANTOR RETAINED ANNUITY TRUST, DATED JANUARY 31, 1994 ("Lender"), the
principal sum of Five Hundred Thousand Dollars ($500,000), subject to adjustment
from time to time as set forth herein (the "Principal Balance"), together with
interest thereon, which shall be due and payable as provided herein.
This promissory note is