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
$100,000 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 WILLIAM BECKMAN ("Lender"),
the principal sum of One Hundred Thousand Dollars ($100,000), 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 a "Second Amendment Senior Subordinated Secured
Note" referred to in, and Lender is entitled to the benefits 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 of April 17, 2001, and by that certain Second Amendment to
Senior Subordinated Secured Loan Documents dated as of December 6, 2001 (the
"Loan Agreement"), between the Loan Parties, Lender and certain other lenders
set forth in Section 2.1 thereto. The terms and provisions of the Loan Agreement
are deemed incorporated herein by this reference and this Second Amendment
Senior Subordinated Secured Note shall be subject in all respects to the terms
and provisions of the Loan Agreement, as the same may be hereafter amended from
time to time. Unless otherwise defined herein, all