* * * CONFIDENTIAL TREATMENT REQUESTED
Amendment #1 — September 1, 2002
Distribution Agreement — Transmation/Altek Products
PRODUCT PURCHASE COMMITMENTS
This Agreement replaces the original Exhibit B and Appendix A to the Product Distribution Agreement (the “PDA”) between
Fluke Electronics Corporation (hereinafter “Fluke”) and the company formerly known as Transmation, Inc. and now known as
Transcat, Inc. (hereinafter “Transmation”) which was entered into by those two parties as part of the Stock Purchase
Agreement by and among Transmation, Inc., Altek Industries Corp. and Fluke Electronics Corporation, dated December 26,
2001. In addition, this Agreement modifies the original Exhibit A, and deletes section 7, of the PDA.
Fluke and Transmation agree that it is in their mutual best interests to modify the product Purchase Commitments in the PDA by
combining the purchase of both Transmation and Fluke products under a single commitment. In consideration of the terms and
conditions described herein, Fluke will agree to modify those commitments.
THEREFORE, Fluke and Transmation agree as follows:
1. Product Definitions. The products addressed in this Agreement shall be defined as follows:
2. Purchase Commitments for Calendar Year 2002. Transmation hereby guarantees to Fluke that during calendar year 2002 it
shall purchase from Fluke, TPG and Fluke Products totaling at least [ * * * ] dollars ($ [ * * * ] ). “Purchase” as used herein shall
be defined as product purchased at Fluke prices charged to Transmation and shipped and invoiced by Fluke to
“TPG Products” shall mean those Transmation and Altek-branded products on the list attached hereto as
Appendix A , which list replaces that attached to Exhibit A of the PDA. The term shall not include any such products
that are now, or may hereafter be, manufactured for and sold by Fluke to other customers (OEM products).
“Fluke Products” shall mean all other products now or hereaft