is only
transferable pursuant to the provisions of Article 8 of that certain Amended and
Restated Senior Subordinated Loan Agreement dated as of December 27, 2002
between Clarion Technologies, Inc., a Delaware corporation (the "Company"), and
its subsidiaries party thereto (the Company and its subsidiaries are referred to
individually as a "Loan Party" and collectively as the "Loan Parties"), jointly
and severally as borrowers and William Blair Mezzanine Capital Fund III, L.P., a
Delaware limited Partnership ("WBMCF"), the Emilie D. Wierda Living Trust dated
3/1/94, William Beckman, Thomas Wallace, the Craig Wierda Grantor Retained
Annuity Trust, dated January 31, 1994, and the Emilie Wierda Grantor Retained
Annuity Trust, dated January 31, 1994, (together with WBMCF, each a "Lender" and
collectively, as the "Lenders"). A copy of such Article of the Amended and
Restated 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 FROM TIME TO TIME, INCLUDING ANY AGREEMENT ENTERED INTO IN REPLACEMENT
THEREOF, TO THE "SUBORDINATION 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 JPMORGAN CHASE BANK, N.A., (in such capacity, the "Agent"), TO THE
INDEBTEDNESS (INCLUDING INTEREST) OWING BY THE LOAN PARTIES TO THE HOLDERS OF
ALL OF THE NOTES ISSUED PURSUANT TO, AND THE OTHER LENDER PARTIES UNDER, THAT
CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 14, 2003, AS
AMENDED, AMONG THE LOAN PARTIES, AGENT AND THE BANKS AND OTHER LENDERS
THEREUNDER, AND AS SUCH CREDIT AGREEMENT MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME INCLUDING ANY AGREEMENT ENTERED INTO IN
REPLACEMENT THEREOF; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF,
SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SIGNATURE PAGES TO NINTH AMENDMENT
-S-15-
CLARION TECHNOLOGIES, INC.
SENIOR SUBORDINATED SECURED NOTE
$1,000,000
December 16, 2005
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 [William
Blair Mezzanine Capital Fund III, L.P., a Delaware limited Partnership/ Craig
Wierda] ("Lender"), the principal sum of One Million Dollars ($1,000,000),
together with interest thereon, which shall be due and payable as provided
herein.
This promissory note is one of the "Additional Senior Subordinated
Notes" and the "Senior Subordinated Note" referred to in, and Lender is entitled
to the benefits of, that certain Amended and Restated Senior Subordinated Loan
Agreement dated as of December 27, 2002 (the "Loan Agreement") between the Loan
Parties and Lenders. The terms and provisions of the Loan Agreement are deemed
incorporated herein