PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
PLEDGE AND SECURITY AGREEMENT, dated as of December 30, 2004 (this “Agreement”) made by Modtech Holdings, Inc., a Delaware corporation (“MODT”) and each of its existing “Subsidiaries” (as defined in the Securities Purchase Agreement defined below) named on the signature pages hereto (collectively, the “Existing Subsidiaries”) and each other Subsidiary of MODT hereafter becoming party hereto (together with MODT and the Existing Subsidiaries, each a “Grantor” and, collectively, the “Grantors”), in favor of Amphora Limited, an exempt company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity and together with its successors, assigns and replacements, collectively, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of December 31, 2004, and entered into by and among MODTECH HOLDINGS, INC. (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as collateral agent and representative for the First Lien Obligations (as defined below) (in such capacity, together with any replacement or successor collateral agent and representative the “First Lien Collateral Agent”), and AMULET LIMITED, an exempt company organized under the laws of the Cayman Islands (“Amulet”), in its capacity as collateral agent and representative for the Second Lien Obligations (as defined below), (in such capacity, together with any replacement or successor collateral agent and representative the “Second Lien Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 30, 2004, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2004, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDMENT AND FORBEARANCE AGREEMENTAmendment and Forbearance Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
THIS AMENDMENT AND FORBEARANCE AGREEMENT (this “Agreement”), dated as of December 29, 2004, is entered into among Wells Fargo Bank, National Association (“Wells Fargo”), Union Bank of California, N.A. and Comerica Bank-California (collectively, the “Lenders”), Modtech Holdings, Inc. (the “Borrower”) and Wells Fargo as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
