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Published on 11/2/2006 in the Prospect News PIPE Daily.

New Issue: Modtech sells $13 million term note, $5 million convertible note

By Laura Lutz

Des Moines, Nov. 2- Modtech Holdings Inc. issued a $13 million term note and a $5 million convertible note to Laurus Master Fund, Ltd.

The notes bear interest at Prime rate plus 250 to 375 basis points. Both notes have a term of three years.

The convertible note is convertible into 763,897 shares at an average conversion price of $6.63 per share.

Laurus also received warrants for 2,122,092 shares, exercisable at $7.05 per share.

Rodman and Renshaw acted as placement agent for the deals.

The company also retired its senior convertible subordinated notes for $13.1 million, a discount of approximately 25% from the $17.6 million balance due on the notes. The payment, to noteholder Amphora Ltd., consisted of $8 million in cash and 1 million shares of common stock. Amphora retained warrants for 269,442 shares at $7.69 per share.

The company expects to record a gain from the retirement of debt of about $3 million in the quarter ending Dec. 31.

Based in Perris, Calif., Modtech designs and manufactures modular buildings.

Issuer:Modtech Holdings Inc.
Issue:Term note and convertible note
Amount:$18 million
Investor:Laurus Master Fund, Ltd.
Announcement date:Nov. 2
Stock symbol:Nasdaq: MODT
Stock price:$4.90
Term note
Amount:$13 million
Term:Three years
Coupon:Prime rate plus 250 to 375 bps
Price:Par
Warrants:For 2,122,092 shares
Warrant strike price:$7.05
Convertible note
Amount:$5 million
Maturity:Three years
Coupon:Prime rate plus 250 to 375 bps
Price:Par
Conversion ratio:Into 763,897 shares
Conversion price:$6.63
Warrants:See above

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