1261068--12/22/2006--FASTENTECH

related topics

{debt, indebtedness, cash}

{cost, regulation, environmental}

{investment, property, distribution}

{product, market, service}

{cost, operation, labor}

{stock, price, operating}

{regulation, change, law}

{property, intellectual, protect}

{acquisition, growth, future}

{gas, price, oil}

{operation, international, foreign}

{condition, economic, financial}

{product, liability, claim}

{personnel, key, retain}

Our substantial indebtedness could adversely affect our business and prevent us from fulfilling our obligations under the notes. We may be unable to service our indebtedness, including the notes. Our operations are substantially restricted by the terms of our indebtedness, which could adversely affect us. The right to receive payments on the notes is junior to our existing senior indebtedness and the existing senior indebtedness of the subsidiary guarantors and possibly all of our and their future indebtedness. The notes and the subsidiary guarantees are effectively subordinated to all of our and our subsidiary guarantors secured indebtedness and all indebtedness of our non-guarantor subsidiaries. We depend on distributions from our operating subsidiaries to pay the notes. We may not be able to purchase the notes upon a change of control. The term all or substantially all in the context of a change of control has no clearly established meaning under the relevant law and is subject to judicial interpretation such that it may not be certain that a change of control has occurred or will occur. FastenTech may enter into transactions that would not constitute a change of control that could adversely affect FastenTech s ability to satisfy its obligations under the notes or other indebtedness. FastenTech s revolving credit facility provides that certain change of control events constitute an event of default. In the event of a change of control, FastenTech may not be able to satisfy all of its obligations under the revolving credit facility, the notes or other indebtedness. Federal and state statutes allow courts, under specific circumstances, to void the subsidiary guarantees and require the holders of the notes to return payments received from the subsidiary guarantors. Risks Relating to Our Business We are subject to the cyclicality of the economy and the industries in which we compete. We are dependent on key customers. Fluctuating supply and costs of raw materials could have a material adverse effect on our business. We intend to pursue future acquisitions and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, effectively integrate new acquisitions or realize the intended benefits of our future acquisitions. The markets in which we compete are competitive and our failure to effectively compete could erode our market share. We are required to plan our capacity well in advance of production and our success depends on having available capacity and effectively using it. We may be subject to work stoppages at our facilities or those of our principal customers, which could seriously impact the profitability of our business. We have only limited protection for our intellectual property and our intellectual property may infringe the rights of others. A growing portion of our sales may be derived from our international operations which exposes us to certain risks inherent in doing business on an international level. Our operations make us subject to environmental laws and other government regulations which could result in material expenditures by us in the future. We are controlled by certain significant stockholders who are able to control the outcome of all matters submitted to our stockholders for approval and who may hold different interest in us than other stockholders. We may incur material losses for product liability or warranty claims.

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1261068--12/22/2006--FASTENTECH_INC