Pemstar Inc. Disclosure Schedule to Securities Purchase Agreement (May 3, 2002)

Summary

This disclosure schedule, provided by Pemstar Inc. in connection with a Securities Purchase Agreement, lists the company's subsidiaries, outlines required lender consents for incurring additional debt, and details existing credit agreements and outstanding indebtedness. It also references recent SEC filings and discloses changes affecting the company. The document is intended to inform the purchaser of Pemstar's financial obligations, corporate structure, and recent material events as part of the due diligence process for the securities transaction.

EX-10.2 9 dex102.txt SCHEDULES TO THE PURCHASE AGREEMENT Exhibit 10.2 PEMSTAR INC. DISCLOSURE SCHEDULE May 3, 2002 *Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Schedule 3(a) -------------- SUBSIDIARIES -------------- The Company has the following Subsidiaries: Subsidiary Country of Incorporation ---------- ------------------------ Turtle Mountain Corporation United States Pemstar Luxembourg S.a.r.l. Luxembourg Pemstar Singapore Pte Ltd Singapore Pemstar FSC, Inc. Barbados Pemstar Netherlands Holding B.V. The Netherlands Pemstar BV The Netherlands Pemstar Thailand Limited Thailand Pemstar (Tianjin) Enterprise Ltd. China Pemstar de Mexico, SA de CV Mexico Pemstar Ireland Ltd. Ireland Pemstar Brasil Ltda. Brazil Pemstar Israel Ltd. Israel Pemstar Pacific Consultants Inc. United States Pemstar Japan K.K. Japan 2 Schedule 3(e) -------------- CONSENTS -------------- The Company is a party to the Amended and Restated Loan and Security Agreement with U.S. Bank National Association dated as of June 28, 2001, as amended by a First Amendment dated as of December 20, 2001, a Second Amendment dated as of March 25, 2002 and a Third Amendment dated as of May 3, 2002. Such agreement is also subject to a waiver letter from U.S. Bank National Association dated February 13, 2002 (collectively with all such amendments and waivers, the "U.S. Bank Loan and Security Agreement"). Pursuant to the U.S. Bank Loan and Security Agreement, the Company is not permitted to incur additional indebtedness without the express written consent of the lender. The Company is a party to the Amended and Restated Revolving Credit Agreement with IBM Credit Corporation, Turtle Mountain Corporation and Pemstar Pacific Consultants Inc. dated June 29, 2001, as amended by an Acknowledgment, Waiver and Amendment dated as of February 14, 2002, an Acknowledgment, Waiver #2 and Amendment dated as of March 29, 2002 and an Amendment No. 3 to Amended and Restated Revolving Credit Agreement dated as of May 3, 2002. Such agreement is also subject to five consent letters from IBM Credit Corporation dated April 12, 2002, April 19, 2002, April 30, 2002 and May 3, 2002 (two letters) (collectively with all such amendments, waivers and consent letters, the "IBM Revolving Credit Agreement"). Pursuant to the IBM Revolving Credit Agreement, the Company is not permitted to incur additional indebtedness without the express written consent of the lender. 3 Schedule 3(k) -------------- SEC DOCUMENTS -------------- The following is a list of the Company's filings under the Securities and Exchange Act of 1934 since August 7, 2000. 1. Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. 2. Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. 3. Current Report on Form 8-K dated January 24, 2001. 4. Quarterly Report on Form 10-Q for the quarter ended December 31, 2000. 5. Proxy Statement dated June 25, 2001. 6. Annual Report on Form 10-K for the fiscal year ended March 31, 2001. 7. Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. 8. Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. 9. Quarterly Report on Form 10-Q for the quarter ended December 31, 2001. 4 Schedule 3(l) -------------- ABSENCE OF CERTAIN CHANGES -------------- The representation and warranty contained in Section 3(l) of the Securities Purchase Agreement is subject to the disclosures contained in the Company's press release on May 3, 2002, updating guidance concerning fiscal fourth quarter results, a copy of which is attached hereto. 5 Schedule 3(q) -------------- CAPITALIZATION -------------- The Company is a party to the Rights Agreement with Wells Fargo Bank Minnesota, N.A. dated August 11, 2000. In accordance with the terms of this agreement and pursuant to the Company's articles of incorporation, the Company has reserved and kept available out of its authorized and unissued shares of Series A Junior Participating Preferred Stock the number of shares which would be sufficient to permit the exercise in full of all outstanding Rights (as such terms are defined therein). As of May 1, 2002, there were 3,522,636 outstanding options to purchase shares of the Company's Common Stock. 6 Schedule 3(r) -------------- INDEBTEDNESS -------------- The Company is a party to the following Credit Agreements, all of which are secured: 1. U.S. Bank Loan and Security Agreement. Balance as of March 31, 2002, $211,509.00. In addition, this Loan and Security Agreement supports Letters of Credit totaling $8,907,717.00. 2. IBM Revolving Credit Agreement. Balance as of March 31, 2002, $61,735,330.00. 3. Letter of Credit and Reimbursement Agreement, dated as of May 1, 1997 as amended by a First Amendment dated November 20, 1997, a Second Amendment dated as of March 24, 1998, a Third Amendment dated as of June 1, 1998, a Fourth Amendment dated as of June 4, 1999, a Fifth Amendment (erroneously labeled First Amendment) dated June 28, 2001, and a Sixth Amendment dated as of March 31, 2002, between U.S. Bank National Association and the Company. Balance as of March 31, 2002, $2,585,000.00. 4. Letter of Credit and Reimbursement Agreement, dated as of June 1, 1998 as amended by a First Amendment dated as of June 4, 1999, a Second Amendment (erroneously labeled First Amendment) dated June 28, 2001, and a Third Amendment dated as of March 31, 2002, by and between the U.S. Bank National Association and the Company. Balance as of March 31, 2002, $1,860,000.00. 5. Development Assistance and Loan Agreement with the City of Rochester dated as of February 24, 1994, as amended by First Amendment to DAL Agreement dated November 17, 1995, and the note described therein, all as amended by the Redevelopment Assistance Agreement dated June 1, 1998. Balance as of March 31, 2002, $669,118.00. 6. Agreement for Loan of Economic Recovery Funds with the City of Rochester dated as of May 4, 1994, and Agreement for Loan of Economic Recovery Funds with the City of Rochester dated as of February 15, 1995, and the notes described therein, all as amended by the Redevelopment Assistance Agreement dated June 1, 1998. Balance as of March 31, 2002, $200,000.00. 7. Promissory Note dated October 4, 2000, between the General Electric Capital Corporation and the Company. Balance as of March 31, 2002, $1,579,462.00. 8. Secured equipment loan agreement between U.S. Bank National Association and the Company dated October 1, 2001. Balance as of March 31, 2002, $1,884,362.00. 7 9. Secured equipment loan agreement between U.S. Bank National Association and the Company dated November 19, 2001. Balance as of March 31, 2002, $1,045,609.00. 10. Secured equipment loan agreement between U.S. Bank National Association and the Company dated November 29, 2001. Balance as of March 31, 2002, $1,340,696.00. 11. Secured Industrial revenue bonds payable between City of Rochester and the Company dated March 31, 1998 and March 31, 1999. Balance as of March 31, 2002, $4,445,000.00. 12. Secured Bonds payable between City of Rochester and the Company dated March 3, 1997. Balance as of March 31, 2002, $668,766.00. 13. Secured Notes payable between Minnesota Department of Trade and Economic Development and the Company dated July 1, 1995 and June 1, 1996. Balance as of March 31, 2002, $200,000.00. 8 The Company's subsidiaries are subject to the following Secured Agreements: 1. Secured equipment loan agreement between Industrial and Commercial Bank of China and Pemstar (Tianjin) Enterprise Ltd. dated July 28, 2000. Balance as of March 31, 2002, $1,812,054.00. 2. Revolving credit agreement between Industrial and Commercial Bank of China and Pemstar (Tianjin) Enterprise Ltd. dated January 10, 2002. Balance as of March 31, 2002, $1,309,273.00. 3. Secured equipment loan between Bank of China and Pemstar (Tianjin) Enterprise Ltd. dated January 16, 2002. Balance as of March 31, 2002, $1,449,643.00. 4. Revolving credit agreement between ING Bank District Oost Nederland and Pemstar BV, dated May 26, 1999. Balance as of March 31, 2002, $524,492.00. 5. Banking Facility Agreement between Pemstar (Thailand) Ltd. and HSBC dated November 10, 2000. Balance as of March 31, 2002, $6,894,174.00. 6. Secured Community Development Block Grant loan dated November 1, 1996 between City of Dunseith, North Dakota and Turtle Mountain Corporation. Balance as of March 31, 2002, $239,218.00. 7. Loan Agreement with ABN San Paulo for a working capital line with Pemstar Brazil in the amount of $150,000. Balance as of March 31, 2002, $0.00. The Company and its subsidiaries are subject to the following capital leases: 1. Master capital lease with IBM Credit, 14 of these leases dated between October 23, 1998 and November 20, 2001. Balance as of March 31, 2002, $4,149,413.00. 2. Master capital lease with Jules and Associates, dated September 28, 2001. Balance as of March 31, 2002, $759,701.00. 3. Master capital lease with Bank of America, dated October 19, 1999 and amended on June 16, 2000, October 31, 2000 and April 24, 2002. Balance as of March 31, 2002, $7,931,628.00. 4. Master capital lease with PhoenixCor. Balance as of March 31, 2002, $925,517.00. 5. Master capital lease with Zions Credit. Balance as of March 31, 2002, $88,425.00. 6. Master capital lease with Information Leasing Corp., dated November 2, 2000. Balance as of March 31, 2002, $6,055.00. 9 7. Master capital lease with Citicapital, various leases dated February 23, 1996 and October 2, 2001. Balance as of March 31, 2002, $94,426.00. 10 Schedule 3(s) -------------- LITIGATION -------------- See the discussion on The Lemelson Medical Education & Research Foundation litigation on Schedule 3(w). 11 Schedule 3(u) -------------- EMPLOYEE RELATIONS -------------- A subsidiary of the Company located in Almelo, the Netherlands, has employees who are represented by three trade unions: FNV Bondgenoten, CNV and de Unie. The employees can choose to join these three trade unions or any other union. The three trade unions and the employer union, FME CWM, negotiate a Collective Labor Agreement. This agreement becomes binding on the sector by a governmental decree of the Minister of Social Affairs. As of February 28, 2002, the subsidiary had approximately 86 unionized employees. 12 Schedule 3(v) -------------- TITLE -------------- A. Mortgages: First and Second Mortgage in favor of U.S. Bank National Association and Third Mortgage in favor of City of Rochester, Minnesota covering real estate at 3535 Technology Drive, Rochester, MN 55901. B. Summary of UCC Financing Statements evidencing security interests and capital leases filed as follows: UCC Financing Statements of record against: Pemstar, Inc. [_] California Secretary of State, UCC Lien Search as of March 21, 2002 ------------------------------------------------------------------- Secured Party: Sumitomo Bank of California File Number: 9712160207 Filing Date: 4/28/97; expires 4/29/02 Collateral: Lease of specific equipment: telephone, compressor, satellite system, cubicle and workstations equipment Amended on: 2/9/00 to change Debtor's name from Bell Microproducts, Inc. to Pemstar Inc. Secured Party: Sumitomo Bank of California File Number: 9714860795 Filing Date: 5/22/97; expires 5/22/02 Collateral: Lease of specific equipment: Comte[ Systems Technology equipment, collateral is located at Quadrus Manufacturing, San Jose, CA Amended on: 2/9/00 to change Debtor's name from Bell Microproducts, Inc. to Pemstar Inc. Secured Party: Sumitomo Bank of California File Number: 9721260734 Filing Date: 7/28/97; expires 7/29/02 Collateral: Lease of specific equipment: Wire Cage with partition, slide gates and dutch doors collateral is located at Quadrus Manufacturing, San Jose, CA Amended on: 2/9/00 to change Debtor's name from Bell Microproducts, Inc. to Pemstar Inc. Secured Party: Sumitomo Bank of California File Number: 9815360050 Filing Date: 6/1/98; expires 6/2/03 Collateral: Lease of specific Hewlett Packard equipment, collateral is located at Quadrus Manufacturing, San Jose, CA Amended on: 2/9/00 to change Debtor's name from Bell Microproducts, Inc. to Pemstar Inc. Secured Party: Sumitomo Bank of California File Number: 9816860126 Filing Date: 6/15/98; expires 6/16/03 Collateral: Lease of specific equipment from various vendors, collateral is located at Quadrus Manufacturing, San Jose, CA Amended on: 2/9/00 to change Debtor's name from Bell Microproducts, Inc. to Pemstar Inc. 13 Secured Party: Phoenixcor, Inc. File Number: 9919660775 Filing Date: 7/9/99; expires 7/9/04 Collateral: Specific equipment from various vendors (39 pages of invoices) which is described in the Consent and Assignment and Assumption Agreement dated May, 1999 between Secured Party, Debtor and Bell Microproducts, Inc. (the "Assignor") Secured Party: U.S. Bank National Association, as Administrative Bank File Number: 9922560469 Filing Date: 8/9/99; expires 8/9/04 Collateral: Blanket, including "Controlled Property" Secured Party: BA Leasing & Capital Corporation File Number: 9927060478 Filing Date: 9/21/99; expires 9/21/04 Collateral: Lease of specific equipment under that Lease Intended as Security number 06324 00600-001 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Norwest Financial Leasing, Inc. File Number: 9927060602 Filing Date: 9/20/99; expires 9/20/04 Collateral: Specific equipment: 10 Savin copiers Secured Party: Comdisco, Inc. File Number: 9928860351 Filing Date: 10/12/99; expires 10/12/04 Collateral: Lease of specific Panasonic equipment Secured Party: Banc of America Leasing & Capital, LLC File Number: 0001060364 Filing Date: 1/5/00; expires 1/5/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0001060391 Filing Date: 1/5/00; expires 1/5/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0010260636 Filing Date: 4/6/00; expires 4/6/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0010260641 Filing Date: 4/6/00; expires 4/6/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder 14 Secured Party: Banc of America Leasing & Capital, LLC File Number: 0010260652 Filing Date: 4/6/00; expires 4/6/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0013160075 Filing Date: 5/5/00; expires 5/5/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Norwest Financial Leasing, Inc. File Number: 0013660745 Filing Date: 5/10/00; expires 5/10/05 Collateral: 1 Savin printer Secured Party: Banc of America Leasing & Capital, LLC File Number: 0013761155 Filing Date: 5/15/00; expires 5/16/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0018760398 Filing Date: 6/30/00; expires 6/30/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0020760084 Filing Date: 7/21/00; expires 7/21/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0022860121 Filing Date: 8/10/00; expires 8/10/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0022860180 Filing Date: 8/10/00; expires 8/10/05 Collateral: Lease of specific equipment under that Lease Intended as Security number 06325-00600 dated August 12, 1999 between debtor, as lessee and secured party, as lessor, and any and all Schedules entered into thereunder Secured Party: Banc of America Leasing & Capital, LLC File Number: 0023760704 15 Filing Date: 8/23/00; expires 8/23/05 Collateral: Specific equipment and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0025161583 Filing Date: 9/6/00; expires 9/6/05 Collateral: Specific equipment and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0026560949 Filing Date: 9/20/00; expires 9/20/05 Collateral: Specific equipment from Silicon Valley Mechanical and from West Coast Compressor, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0027060109 Filing Date: 9/22/00; expires 9/22/05 Collateral: Specific equipment from Bay Equipment Exchange and from Fasiek, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0029160082 Filing Date: 10/11/00; expires 10/11/05 Collateral: Specific equipment from CDW Computer Centers, Inc. and from Flexible Technologies, Inc., and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0029160136 Filing Date: 10/11/00; expires 10/11/05 Collateral: Specific equipment from Comtel Systems Technology, Inc., and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0029960429 Filing Date: 10/19/00; expires 10/19/05 Collateral: Specific equipment from Access Communications, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0030961617 Filing Date: 10/31/00; expires 10/31/05 Collateral: Specific equipment from Tenant Improvement Construction, Inc., and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0034360583 Filing Date: 12/5/00; expires 12/5/05 Collateral: Specific equipment from Tenant Improvement Construction, Inc. and from Statico, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0100660054 Filing Date: 12/29/00; expires 12/29/05 Collateral: Specific equipment from Equipment Services, LLC and from Agile Software Corporation, and debtor's rights and interest therein 16 Secured Party: Banc of America Leasing & Capital, LLC File Number. 0100660075 Filing Date: 12/29/00; expires 12/29/05 Collateral: Specific equipment from RDM Industrial Products, Inc. and from Dell Receivables, L.P., and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0100660094 Filing Date: 12/29/00; expires 12/29/05 Collateral: Specific equipment from T&S Electric Inc., Heller Industries, and from CDW Computer Centers, Inc., and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0101760379 Filing Date: 1/12/01; expires 1/12/06 Collateral: Specific equipment from Technomatix and from Test Equity, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0105460723 Filing Date: 2/20/01; expires 2/21/06 Collateral: Specific equipment from Panasonic Factory Automation Company, from Agilent Technologies, Test Equity Inc., Seika Machinery, Inc., Silicon Valley Shelving Source One, CDW, Technomatix Unicam Inc., COMTEL, Realm Communications and from Aegis Industrial Software Corp., and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0105960678 Filing Date: 2/27/01; expires 2/27/06 Collateral: Specific equipment from Fuji America Corporation, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0108060727 Filing Date: 3/20/01; expires 3/20/06 Collateral: Specific equipment from Aegis Industrial Software Corp., Pacific Test Equipment, Source One, and from Venture Computer Systems, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0110260246 Filing Date: 4/9/01; expires 4/10/06 Collateral: Specific equipment from Teradyne and Pacific Test Equipment, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0111460369 Filing Date: 4/23/01; expires 4/24/06 Collateral: Specific equipment from Access Communications, Silicon Valley Shelving, Metric Equipment, Thermotron and CR Technology, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0113160467 Filing Date: 5/9/01; expires 5/9/06 Collateral: Specific equipment from Tecnomatix Unicam Inc., Test Equity Inc. and HEPCO, and debtor's rights and interest therein 17 Secured Party: Banc of America Leasing & Capital, LLC File Number: 0116960695 Filing Date: 6/15/01; expires 6/15/06 Collateral: Specific equipment from Praxair Distribution Inc., Skyline Computer Corporation and Computer Associates, and debtor's rights and interest therein Secured Party: Banc of America Leasing & Capital, LLC File Number: 0118460802 Filing Date: 6/29/01; expires 6/29/06 Collateral: Specific equipment from Manco Systems and Amherst Fiber Optics, and debtor's rights and interest therein Secured Party: IBM Credit Corporation File Number: 0120761402 Filing Date: 7/26/01; expires 7/26/06 Collateral: Blanket, including inventory, equipment, accounts, contract rights, general intangibles, commercial tort claims, intellectual property, investment property, etc. Amended on: 10/31/01 to restate collateral description and on 11/20/01 to change name or address of Debtor. [_] California Secretary of State, No State or Federal Tax Liens as of ------------------------------------------------------------------ March 21, 2002 -------------- [_] California Secretary of State, No Judgment Liens as of March 21, 2002 --------------------------------------------------------------------- [_] Minnesota Secretary of State, UCC Lien Search as of April 1, 2002 ----------------------------------------------------------------- Secured Party: U.S. Bank National Association (fka First Bank National Association) File Number: 1670305 Filing Date: 5/2/94 Collateral: Blanket Continued on: 1/29/99 Partial release: filed on 11/14/00 of 4 specific items of machinery and equipment Amended on: 7/11/01 to restate collateral description and three times on 8/22/01 to change the name and/or address of the debtor and secured party and to restate collateral description. Secured Party: U.S. Bank National Association (fka First Bank National Association) File Number: 1741447 Filing Date: 2/28/95 Collateral: Blanket Continued on: 1/6/00 Partial release: filed on 11/14/00 of 4 specific items of machinery and equipment Amended on: 12/1/95 to restate collateral description, on 1/6/00 to change the name and/or address of the secured party name, on 7/11/01 to restate collateral description, and three times on 8/22/01 to change the name and/or address of the debtor and the secured party and to restate collateral description. Secured Party: CIT Group/Capital Equipment Financing, Inc. Assignor: Copelco Capital, Inc. File Number: 1934772 Filing Date: 4/21/97 Assigned on: 3/20/98 Collateral: Lease of specific equipment/machinery Secured Party: NBD Equipment Finance, Inc. File Number: 1936755 18 Filing Date: 4/28/97 Collateral: Lease of specific machine/tools Secured Party: U.S. Bank National Association (fka First Bank National Association) File Number: 1938163 Filing Date: 5/2/97 Collateral: Fixtures, equipment machinery and personal property used or usable in connection with the development, construction maintenance or operation of the Premises (located in Lots 1 & 2, Block 1, Rochester Technology Park, Rochester, Olmstead County, MN) and improvements thereon; rents, issues income and profits accruing from the use or sale of the Premises; soil tests, appraisals, plans and specifications and engineering reports relating to the Premises; management and leasing agreements relating to the Premises, any and all present and future accounts, chattel paper, documents, instruments, money and deposit accounts, contract rights, tradenames and general intangibles wherever located; architect's and engineer's agreements construction contracts, and subcontracts relating to the construction or design of the improvements on the Premises; all permits, licenses and certificates relating to the Premises; and proceeds of the foregoing Continued on: 2/5/02 Partial release: filed on 11/14/00 of 4 specific items of machinery and equipment Amended on: 6/8/98 to restate legal description of Premises as shown above and for name change of Secured Party Secured Party: First Bank National Association File Number: 1940056 Filing Date: 5/8/97 Collateral: Securities Account No. 33355907 maintained with First Trust National Association (Intermediary), and all investment property now on deposit, or hereafter deposited into, either of said accounts, including but not limited to, all securities, securities entitlements, financial assets, and other property of every kind and description deposited into either of said accounts, now or in the future, together with all substitutions, replacements, and proceeds from the sale thereof. Continued on: 2/5/02 Amended on: 2/5/02 to change name of Secured Party. Secured Party: Herc-U-Lift, Inc. File Number: 1962673 Filing Date: 8/4/97 Collateral: Specific machinery/equipment Secured Party: CIT Group/Capital Equipment Financing, Inc. Assignor: Copelco Capital, Inc. File Number: 1975708 Filing Date: 9/25/97 Assigned on: 3/20/98 Collateral: Lease of specific equipment Secured Party: CIT Group/Capital Equipment Financing, Inc. Assignor: Copelco Capital, Inc. File Number: 1975709 Filing Date: 9/25/97 Assigned on: 3/20/98 Collateral: Lease of specific equipment Secured Party: Herc-U-Lift File Number: 1981794 Filing Date: 10/20/97 Collateral: Specific equipment 19 Secured Party: NBD Equipment Finance, Inc. File Number: 1983263 Filing Date: 10/24/97 Collateral: Lease of specific machine tool equipment Secured Party: CIT Group/Capital Equipment Financing, Inc. Assignor: Copelco Capital, Inc. File Number: 1985996 Filing Date: 11/4/97 Assigned on: 3/20/98 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 1994946 Filing Date: 12/9/97 Collateral: Lease of specific equipment/machinery Secured Party: Copelco Capital, Inc. File Number: 2006399 Filing Date: 1/23/98 Collateral: Lease of specific equipment/machinery Secured Party: IBM Credit Corporation File Number: 2011313 Filing Date: 2/11/98 Collateral: Lease of specific IBM equipment Secured Party: Copelco Capital, Inc. File Number: 2012470 Filing Date: 2/17/98 Collateral: Lease of specific equipment Secured Party: Imation Corp. File Number: 2020182 Filing Date: 3/16/98 Collateral: Specific port drive and circuit board equipment Secured Party: Copelco Capital, Inc. File Number: 2024687 Filing Date: 4/1/98 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2030956 Filing Date: 4/22/98 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2040386 Filing Date: 5/27/98 Collateral: Lease of specific equipment Secured Party: U.S. Bank National Association File Number: 2042532 Filing Date: 6/4/98 20 Collateral: Securities Account No. 3336610 maintained with First Trust National Association (Intermediary), and all investment property now on deposit, or hereafter deposited into, either of said accounts, including but not limited to, all securities, securities entitlements, financial assets, and other property of every kind and description deposited into either of said accounts, now or in the future, together with all substitutions, replacements, and proceeds from the sale thereof. Secured Party: Copelco Capital, Inc. File Number: 2067818 Filing Date: 9/11/98 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2073652 Filing Date: 10/6/98 Collateral: Lease of specific equipment Secured Party: Copelco, Capital, Inc. File Number: 2073653 Filing Date: 10/6/98 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2083144 Filing Date: 11/12/98 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2102358 Filing Date: 1/29/99 Collateral: Lease of specific equipment Secured Party: U.S. Bank National Association, as Administrative Bank File Number: 2138605 Filing Date: 6/11/99 Collateral: Blanket Partial release: filed on 11/14/00 of 4 specific items of machinery and equipment Amended on: 7/11/01 to restate collateral description and twice on 8/22/01 to change the name and/or address of the debtor and to restate the collateral description. Secured Party: Pioneer-Standard Electronics, Inc. File Number: 2169305 Filing Date: 10/12/99 Collateral: Notice filing for specific "electronic merchandise" located on Debtor's premises that is under consignment. Secured Party: Copelco Capital, Inc. File Number: 2173017 Filing Date: 10/26/99 Collateral: Lease of specific equipment Secured Party: NationsBanc Leasing Corporation File Number: 2174137 Filing Date: 10/29/99 Collateral: Specific equipment from specific vendors 21 Secured Party: Seiko Instruments USA Inc. File Number: 2174883 Filing Date: 11/2/99 Collateral: Seiko Robots and all attachments thereto and proceeds therefrom Secured Party: CIT Group/Equipment Financing, Inc. File Number: 2207674 Filing Date: 3/7/00 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2221950 Filing Date: 4/24/00 Collateral: Lease of specific equipment Amended on: 5/18/00 to change description of a specific item of equipment Secured Party: IBM Credit Corporation File Number: 2232166 Filing Date: 5/30/00 Collateral: Blanket, including inventory, equipment, accounts, contract rights, general intangibles, commercial tort claims, intellectual property, investment property, etc. Partial release: filed on 11/14/00 of 4 specific items of machinery and equipment Amended on: 8/9/01 to restate collateral description and on 10/5/01 to restate collateral description. Secured Party: IBM Credit Corporation File Number: 2234529 Filing Date: 6/7/00 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2235647 Filing Date: 6/12/00 Collateral: Lease of specific equipment Secured Party: Copelco Capital, Inc. File Number: 2246668 Filing Date: 7/26/00 Collateral: Lease of specific equipment Secured Party: General Electric Capital Corporation File Number: 2264700 Filing Date: 10/9/00 Collateral: Specific equipment Amended: several times on 10/31/00 to add collateral to the financing statement. Secured Party: Copelco Capital, Inc. File Number: 2269867 Filing Date: 10/26/00 Collateral: Lease of specific equipment Secured Party: General Electric Capital Corporation File Number: 2278628 Filing Date: 11/29/00 Collateral: Lease of specific equipment 22 Secured Party: Banc of America Leasing & Capital, LLC File Number: 2286393 Filing Date: 12/29/00 Collateral: Lease of various equipment, inventory, or other goods or fixtures (the "Units") from time to time subject to Lease Agreement No. 06325-00600 dated 8/12/99 between Debtor and Secured Party and attachments to, replacements for, and products of the Units; all chattel paper arising therefrom, insurance, warranty and other claims against third parties with respect thereto, all software and other intellectual property rights useful in connection therewith, all proceeds, and all books and records regarding the foregoing Secured Party: ABB Flexible Automation File Number: 2307536 Filing Date: 3/15/01 Collateral: Industrial Robot Secured Party: PNC Bank, National Association File Number: 2332498 Filing Date: 5/8/01 Collateral: All rights and interest in the cash collateral account titled Pemstar Inc. Pledged Collateral Account f/b/o/ PNC Bank, N.A. Secured Party: U.S. Bancorp Leasing & Financial File Number: 2322859 Filing Date: 6/14/01 Collateral: Lease of specific equipment Secured Party: U.S. Bancorp Leasing & Financial File Number: 2344073 Filing Date: 6/20/01 Collateral: All manufacturing equipment leased to the debtor by the secured party Secured Party: Banc of America Leasing & Capital, LLC File Number: 20011005038 Filing Date: 6/29/01 Collateral: Specific equipment Secured Party: U.S. Bank National Association File Number: 20011102080 Filing Date: 7/11/01 Collateral: Accounts listed on Schedule 1 to the Intercreditor Agreement dated June 29, 2001, certain inventory, etc. Secured Party: Banc of America Leasing & Capital, LLC File Number: 20011159252 Filing Date: 7/16/01 Collateral: Specific equipment Secured Party: Banc of America Leasing & Capital, LLC File Number: 20011159263 Filing Date: 7/16/01 Collateral: Specific equipment Secured Party: Arrow Electronics, Inc. File Number: 20011168516 Filing Date: 7/20/01 23 Collateral: Products stored in the in-plant Store Facility and those products sold by secured party to debtor pursuant to a certain In-Plan Agreement dated May 1, 2001. Secured Party: U.S. Bancorp Leasing & Financial File Number: 20011172548 Filing Date: 7/20/01 Collateral: Certain equipment and inventory Secured Party: Arrow Electronics, Inc. File Number: 20011022997 Filing Date: 7/25/01 Collateral: Products stored in the in-plant Store Facility and those products sold by secured party to debtor pursuant to a certain In-Plan Agreement dated May 14, 2001. Secured Party: Banc of America Leasing & Capital, LLC File Number: 20011266951 Filing Date: 8/7/01 Collateral: Specific equipment Secured Party: Banc of America Leasing & Capital, LLC File Number: 20011548446 Filing Date: 9/13/01 Collateral: Specific equipment Secured Party: ABB, Inc. File Number: 20011757935 Filing Date: 10/4/01 Collateral: Industrial Robot Secured Party: GE Capital File Number: 20011835378 Filing Date: 10/15/01 Collateral: Specific equipment Secured Party: Banc of America Leasing & Capital, LLC File Number: 20011879185 Filing Date: 10/16/01 Collateral: Specific equipment Secured Party: Wells Fargo Equipment Finance Inc. and Jules and Associates Inc. File Number: 20011931915 Filing Date: 10/23/01 Collateral: Specific leased equipment Secured Party: TCF Leasing Inc. and Jules and Associates Inc. File Number: 20011931904 Filing Date: 10/23/01 Collateral: Specific leased equipment Secured Party: Banc of America Leasing & Capital, LLC File Number: 20012057615 Filing Date: 11/5/01 Collateral: Specific equipment 24 Secured Party: Banc of America Leasing & Capital, LLC File Number: 20012084508 Filing Date: 11/7/01 Collateral: Specific equipment Secured Party: U.S. Bancorp Equipment Finance Inc. File Number: 20012208102 Filing Date: 11/20/01 Collateral: Specific machinery and equipment Secured Party: U.S. Bancorp Equipment Finance Inc. File Number: 20012266920 Filing Date: 11/28/01 Collateral: Specific equipment Secured Party: U.S. Bancorp Equipment Finance Inc. File Number: 20022605257 Filing Date: 1/2/02 Collateral: Specific equipment Secured Party: U.S. Bancorp Equipment Finance Inc. File Number: 20022605268 Filing Date: 1/2/02 Collateral: Specific equipment Secured Party: LaSalle National Leasing Corporation File Number: 20022706241 Filing Date: 1/9/02 Collateral: Specific equipment and all rights title and interest under certain purchase orders Secured Party: California First Leasing Corporation File Number: 20022768919 Filing Date: 1/16/02 Collateral: Specific leased equipment Secured Party: FNF Capital Inc. File Number: 20023394165 Filing Date: 3/14/02 Collateral: Specific leased equipment Secured Party: City of Rochester MN File Number: 20023538336 Filing Date: 3/27/02 Collateral: Specific equipment Secured Party: FNF Capital Inc. File Number: 20023557200 Filing Date: 3/29/02 Collateral: Specific leased equipment [_] Minnesota Secretary of State, No State or Federal Tax Liens as of April 1, -------------------------------------------------------------------------- 2002 ---- [_] Olmsted County, Minnesota, UCC Lien Search as of April 1, 2002 -------------------------------------------------------------- 25 Secured Party: U.S. Bank National Association (fka First Bank National Association) File Number: 187775 Filing Date: 1/6/95 Collateral: Blanket Continued on: 12/7/99 Amended on: 12/7/99 to change name of Secured Party. Partial Release: on 11/14/00 of specific equipment. Secured Party: U.S. Bank National Association (fka First Bank National Association) File Number: 188189 Filing Date: 3/2/95 Collateral: Blanket Continued on: 1/21/00 Amended on: 1/21/00 to change name of Secured Party. Partial Release: on 11/14/00 of specific equipment. Secured Party: U.S. Bank National Association File Number: 194336 Filing Date: 6/4/97 Collateral: Blanket Partial Release: on 11/14/00 of specific equipment. Secured Party: U.S. Bank National Association File Number: 203216 Filing Date: 5/8/01 Collateral: All rights and interest in the cash collateral account titled Pemstar Inc. Pledged Collateral Account f/b/o/ PNC Bank, N.A. [_] North Dakota Secretary of State, No UCC Liens as of April 2, 2002 ----------------------------------------------------------------- [_] North Dakota Secretary of State, No Fixture/Mineral/Timber Liens as of ---------------------------------------------------------------------- April 2, 2002 ------------- [_] North Dakota Secretary of State, No State or Federal Tax Liens as of -------------------------------------------------------------------- April 2, 2002 ------------- [_] North Dakota Secretary of State, No Judgment Liens as of April 2, 2002 ---------------------------------------------------------------------- [_] Massachusetts Secretary of State, Lien Search as of April 2, 2002 ----------------------------------------------------------------- Secured Party: PNC Bank National Association File Number: 501545 Filing Date: 10/3/97 Collateral: Specific equipment: All Equipment described on Exhibit "A" - Schedule "A" to Equipment Lease between Matco Electronics Group, Inc. and U.S. Assemblies New England, Inc. Other Debtors: Matco Electronics Group, Inc. and U.S. Assemblies of New England, Inc. Amended on: 5/9/01 and 5/21/01 to add Pemstar Inc. as the third debtor to the financing statement. Secured Party: PNC Bank, National Association File Number: 200102113800 Filing Date: 5/8/01 Collateral: Specific equipment: All Equipment described on Exhibit "A" - Schedule "A" to Equipment Lease between Matco Electronics Group, Inc. and U.S. Assemblies New England, Inc. Secured Party: US Bank National Association, as Administrative Bank File Number: 200103313920 Filing Date: 6/19/01 26 Collateral: Blanket, including accounts, chattel paper, controlled property, equipment, fixtures, general intangibles, instruments, insurance proceeds, inventory, etc. Secured Party: IBM Credit Corporation File Number: 200104155420 Filing Date: 7/26/01 Collateral: Blanket, including inventory, equipment, accounts, contract rights, general intangibles, commercial tort claims, intellectual property, investment property, etc. Amended on: 10/31/01 to restate collateral description and to change name or address of Debtor. [_] Massachusetts Secretary of State, No State Tax Liens as of April 2, 2002 ------------------------------------------------------------------------ 27 UCC Financing Statements of record against: Turtle Mountain Corporation [_] North Dakota Secretary of State UCC Lien Search as of April 2, 2002 ------------------------------------------------------------------- Secured Party: IBM Credit Corporation File Number: 00-000959714 Filing Date: 8/11/00 Collateral: Blanket, including inventory, equipment, accounts, contract rights, general intangibles, commercial tort claims, intellectual property, investment property, etc. Amended on: 10/23/01 to restate collateral description. Secured Party: US Bancorp Equipment Finance Inc. File Number: 01-001055339 Filing Date: 11/27/01 Collateral: Specific equipment, together with all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto, etc. Secured Party: US Bancorp Equipment Finance Inc. File Number: 01-001059574 Filing Date: 12/18/01 Collateral: Specific equipment, together with all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto, etc. Secured Party: LaSalle National Leasing Corporation File Number: 02-000003794 Filing Date: 1/10/02 Collateral: All of Debtor's rights and interests in certain purchase orders, certain pieces of equipment and all proceeds therefrom [_] North Dakota Secretary of State, No Fixture/Mineral/Timber Liens as of ---------------------------------------------------------------------- April 2, 2002 ------------- [_] North Dakota Secretary of State, No State or Federal Tax Liens as of -------------------------------------------------------------------- April 2, 2002 ------------- [_] North Dakota Secretary of State, No Judgment Liens as of April 2, 2002 ---------------------------------------------------------------------- [_] Minnesota Secretary of State, UCC Lien Search as of April 1, 2002 ----------------------------------------------------------------- Secured Party: IBM Credit Corporation File Number: 2251051 Filing Date: 8/11/00 Collateral: Blanket, including all inventory, equipment, accounts, contract rights, chattel paper, instruments, general intangibles, all rights in and to all mortgages, security agreement, leases, and other contracts securing or relating to any of the foregoing, etc. Amended on: 10/3/01 [_] Minnesota Secretary of State, No State or Federal Tax Liens as of April 1, --------------------------------------------------------------------------- 2002 ---- 28 UCC Financing Statements of record against: Pemstar Pacific Consultants Inc. [_] California Secretary of State, UCC Lien Search as of March 21, 2002 ------------------------------------------------------------------- Secured Party: MSC.Software Finance Program File Number: 0200860337 Filing Date: 1/7/02 Collateral: Software license and 3 years paid up maintenance Secured Party: IBM Credit Corporation File Number: 0207760186 Filing Date: 3/15/02 Collateral: Blanket, including inventory, equipment, accounts, contract rights, general intangibles, commercial tort claims, intellectual property, investment property, etc. [_] California Secretary of State, No State or Federal Tax Liens as of ------------------------------------------------------------------ March 21, 2002 -------------- [_] California Secretary of State, No Judgment Liens as of March 21, 2002 --------------------------------------------------------------------- [_] Minnesota Secretary of State, No UCC Liens as of April 8, 2002 -------------------------------------------------------------- 29 Schedule 3(w) -------------- INTELLECTUAL PROPERTY RIGHTS -------------- On December 4, 2001, the Company instructed its Philippine trademark associate to discontinue prosecution of both pending PEMSTAR trademark applications there. The applications cover "Precision Automated Process Manufacturing and Test Equipment" and "Manufacture and Assembly of Precision Electromechanical, Mechanical and Electronic Assemblies to the Order and Specification of Others"; and "Engineering Services in the Area of Product Design, Development and Testing." The associate will not make the required declarations of actual filing needed to maintain the applications and the applications will be abandoned in due course. In November of 2001, The Lemelson Medical Education & Research Foundation filed a Complaint in federal district court in Arizona asserting that the Company, inter alia, is infringing a number of patents relating to bar code and machine vision technology. (Lemelson v. Broadcom, et al. [Broadcom/Lemelson_v_Broadcom.htm] CIV 01 1440 PHX MS (D. Arizona)). The complaint has not been served on Pemstar. The Lemelson Foundation prefers to license the patents. The Lemelson Foundation has not actively pursued its claim against the Company, but has not withdrawn them. It has licensed over 800 companies under the patents and asserted the patents against about 400 other companies in litigation currently pending and also stayed in Arizona. The Lemelson Foundation has stipulated to a stay in the Broadcom case and the Judge (Judge Holland) has suggested the entire case be stayed. The action against the Company and most other defendants was stayed by Order of the Court. 30 Schedule 3(z) -------------- OTHER CONTRACTS -------------- A material breach of any of the following agreements by the other party(ies) to such agreement may result in a Material Adverse Effect: 1. U.S. Bank Loan and Security Agreement. Balance as of March 31, 2002, $211,509.00. In addition, this Loan and Security Agreement supports Letters of Credit totaling $8,907,717.00. 2. IBM Revolving Credit Agreement. Balance as of March 31, 2002, $61,735,330.00. 31 PRESS RELEASE FOR IMMEDIATE RELEASE PEMSTAR Revises Estimates for Fourth Fiscal Quarter 2002 Results and Announces Private Placement of up to $50 Million ROCHESTER, Minn. - May 3, 2002 - PEMSTAR Inc. (Nasdaq: PMTR), a leading provider of global engineering, manufacturing and fulfillment services to technology companies, today announced revised estimates for the fourth quarter ended March 31, 2002. Based on information currently available, the Company believes that fourth quarter revenue and earnings will come in below its previous expectations. For the fourth fiscal quarter the Company expects to report net sales of approximately $145 million and a GAAP basis net loss of between $8 and $12 million, which on a per share basis equates to a loss range of $0.22 to $0.33. On a cash basis, which excludes the impact of tax effected amortization expense, a per share loss of between $0.21 and $0.32 is expected. The estimated loss for the quarter includes the impact of certain inventory write-downs and accounts receivable write-offs. The estimated loss excludes potential additional non-cash charges for write-offs of goodwill associated with acquisitions as well as impairment of certain tax assets. As the Company has yet to complete the audit process, it has not determined the amount, if any, of these additional non-cash charges. "While our quarterly results reflect the continued economic pressures facing virtually all companies in the electronics manufacturing services industry, PEMSTAR has worked hard to adjust to the current conditions through programs targeting improved productivity and efficiencies resulting in positive cash flow from operations in the fourth quarter," said Al Berning, PEMSTAR's chairman and chief executive officer. "Although flat end-market demand is still a factor in many of our business units, the good news is that PEMSTAR continues to see strong levels of new bid activity and is winning customers at a similar rate to prior periods with a variety of new customer wins in recent months, " said Berning. Xtera Communications, Tunable Photonics and Logitech all signed on with PEMSTAR for new business programs during the fourth quarter. Additional new customer wins will be announced in the first quarter. New Financing PEMSTAR also announced today that it has entered into a definitive agreement with two institutional investors for the private placement of up to $50 million of the Company's 6 1/2% convertible notes with attached warrants to purchase common stock. Forty million dollars of convertible notes will be funded in a series of installments over the next several months, subject to maintenance of a minimum conversion price. The remaining $10 million of convertible notes may be purchased at the option of investors at a fixed conversion price. The convertible notes may be converted into the Company's common stock at the option of the holder at a conversion price equal to a 20% premium over the volume weighted average price for the common stock over a (more) PEMSTAR May 3, 2002 Page 2 pricing period for each installment. The warrants will provide 30% warrant coverage for each installment of notes with an exercise price equal to the conversion price for the installment of notes. PEMSTAR will use the proceeds for general corporate purposes including growth initiatives, capital expenditures and potential acquisitions. The initial installment of the private placement is expected to fund next week. In addition to the private placement financing, as previously announced, PEMSTAR has reached agreements with its senior secured lenders to amend its existing credit facilities effective March 31, 2002. The Company's amended credit facilities have an aggregate maximum borrowing amount of $80 million. The securities to be issued in the private placement have not currently been registered under the Securities Act of 1933, as amended, and may not yet be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements. Outlook PEMSTAR expects to provide first quarter and full-year fiscal 2003 earnings guidance when it reports fiscal 2002 fourth quarter results on May 8, 2002. The following statements are based on current expectations and current economic uncertainties make it difficult to project results going forward. At this time, however, PEMSTAR expects revenue in the fiscal first quarter of $145 to $150 million and expects full-year fiscal 2003 revenue of $665 to $700 million. About PEMSTAR PEMSTAR Inc. (www.pemstar.com) provides a comprehensive range of engineering, manufacturing and fulfillment services to customers on a global basis through facilities strategically located in the United States, Mexico, Asia, Europe and South America. The Company's service offerings support customers' needs from product development and design, through manufacturing to worldwide distribution and aftermarket support. PEMSTAR has over one million square feet in 18 facilities in 14 locations worldwide. This press release may contain "forward-looking" statements. These forward-looking statements, including statements made by Mr. Berning, may contain statements of intent, belief or current expectations of PEMSTAR Inc. and its management. Such forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In addition to factors discussed above, risks and uncertainties that may cause such differences for PEMSTAR include but are not limited to: a continued recession or decline in economic conditions ; changes in demand for electronics manufacturing services; changes in demand by major customers due to cancellations, reductions or delays of orders; shortages or price fluctuations in component parts; difficulties managing expansion and integrating acquired businesses; increased competition and other risk factors listed from time to time in PEMSTAR's Securities and Exchange Commission filings, including but not limited to Exhibit 99 of the PEMSTAR's Annual Report on Form 10K for the fiscal year ended March 31, 2001, and PEMSTAR's quarterly reports on form 10-Q filed with the SEC. CONTACT: At PEMSTAR: William J. Kullback PEMSTAR May 3, 2002 Page 3 EVP & CFO 507 ###-###-#### ***@***