PW EAGLE, INC., AND EXTRUSION TECHNOLOGIES, INC. AS CO-BORROWERS FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated: October 25, 2004 FLEET CAPITAL CORPORATION, Individually and as Agent for any Lender which is or becomes a Party heretoLoan and Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Illinois
THIS FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of this 25th day of October, 2004, by and among FLEET CAPITAL CORPORATION, a Rhode Island corporation (“Fleet”), with an office at One South Wacker Drive, Suite 3400, Chicago, Illinois 60606, individually as a Lender and as Agent (“Agent”) for itself and any other financial institution which is or becomes a party hereto (each such financial institution, including Fleet, is referred to hereinafter individually as a “Lender” and collectively as “Lenders”), LENDERS, PW EAGLE, INC., a Minnesota corporation with its chief executive office and principal place of business at 1550 Valley River Drive, Eugene, Oregon 97401 (“Borrower”) and EXTRUSION TECHNOLOGIES, INC., a Colorado corporation with its chief executive office and principal place of business at 1550 Valley River Drive, Eugene, Oregon 97401 (“ETI”) either on its own behalf or by Borrower as the successor-in-interest to ETI by merger. Borrower and ETI are sometime
REVOLVING NOTERevolving Note • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products
This Note is one of the Revolving Credit Notes referred to in, and issued pursuant to, that certain Fourth Amended and Restated Loan and Security Agreement dated as of October , 2004, by and among Co-Borrowers, the lender signatories thereto (including Lender) and Fleet Capital Corporation (“Fleet”), as agent for such Lenders (Fleet in such capacity “Agent”) (hereinafter amended from time to time, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.
ContractSecurities Purchase Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • New York
AMENDMENT NO. 13 AND TERMINATION AGREEMENT (this “Amendment”), dated as of October 25, 2004, by and among PW EAGLE, INC., a Minnesota corporation (the “Company”) and the investors party to the Securities Purchase Agreement referred to below on the date hereof (the “Investors”).
SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT BETWEEN CHURCHILL CAPITAL PARTNERS IV, L.P. AND PW EAGLE, INC.Senior Subordinated Note Purchase Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
THIS SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of the 25th day of October, 2004, by and between CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Note Purchaser”), and PW EAGLE, INC., a Minnesota corporation (the “Company”).
JUNIOR SUBORDINATED SECURITY AGREEMENTJunior Subordinated Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
THIS JUNIOR SUBORDINATED SECURITY AGREEMENT (the “Agreement”), dated as of the 25th day of October, 2004, between CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Secured Party”), and PW Eagle, Inc., a Minnesota corporation (the “Debtor”).
MANAGEMENT FEE SUBORDINATION AGREEMENTManagement Fee Subordination Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products
THIS MANAGEMENT FEE SUBORDINATION AGREEMENT (this “Agreement”), is made and entered into as of this 25th day of October, 2004, by and among PW Eagle, Inc., a Minnesota corporation (the “Company”), Spell Capital Partners LLC, a Minnesota limited liability company (the “Manager”), Fleet Capital Corporation, a Rhode Island Corporation (“Agent”), and Churchill Capital Partners IV, L.P., a Delaware limited partnership (“Churchill”).
WARRANT AGREEMENT DATED AS OF OCTOBER 25, 2004 between PW EAGLE, INC. and CHURCHILL CAPITAL PARTNERS IV, L.P.Warrant Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
WARRANT AGREEMENT dated as of October 25, 2004, between PW EAGLE, INC., a Minnesota corporation (the “Company”), and Churchill Capital Partners IV, L.P., a Delaware limited partnership (the “Initial Holder”).
PUT AND CALL AGREEMENT dated as of October [ ], 2004, among USPOLY COMPANY, and THE INITIAL HOLDERS LISTED ON SCHEDULE I HERETOPut and Call Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • New York
PUT AND CALL AGREEMENT dated as of October 25, 2004, among USPOLY COMPANY, a Minnesota corporation formerly known as PW Poly Corp. (the “Company”), and the parties listed on Schedule I hereto (the “Initial Holders”).
REVOLVING NOTERevolving Note • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products
This Note is one of the Revolving Credit Notes referred to in, and issued pursuant to, that certain Fourth Amended and Restated Loan and Security Agreement dated as of October , 2004, by and among Co-Borrowers, the lender signatories thereto (including Lender) and Fleet Capital Corporation (“Fleet”), as agent for such Lenders (Fleet in such capacity “Agent”) (hereinafter amended from time to time, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of October 25, 2004, by and between PWE (MULTI) QRS 14-85 INC., a Delaware corporation (the “Landlord”) having an address at c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020, and PW EAGLE, INC., a Minnesota corporation (“Tenant”), having an address at 1550 Valley River Drive Eugene, OR 97401.
ContractRegistration Rights Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • New York
AMENDMENT NO. 1 AND WAIVER (this “Amendment”), dated as of October 25, 2004, by and among PW EAGLE, INC., a Minnesota corporation (the “Company”) and the investors party to the Registration Rights Agreement dated as of September 20, 1999 (the “Investors”).
ContractWarrant Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • New York
OMNIBUS AMENDMENT AND WAIVER (this “Amendment”), dated as of October 25, 2004, by and among PW EAGLE, INC., a Minnesota corporation (the “Company”) and the warrant holders party to the Warrant Agreement dated as of September 20, 1999 and to the Warrant Agreement dated as of March 14, 2003 referred to below on the date hereof (the “Holders”).
POST-CLOSING AGREEMENTLoan Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products
Reference is made to that certain Fourth Amended and Restated Loan and Security Agreement dated October 25, 2004 by and among PW Eagle, Inc., a Minnesota corporation (“Borrower”), the lender signatories thereto (“Lenders”) and Fleet Capital Corporation (“FCC”), individually as a Lender and as agent for said Lenders (FCC in such capacity, “Agent”). Said Fourth Amended and Restated Loan and Security Agreement, as modified or amended from time to time, is hereinafter referred to as the “Loan Agreement.” Capitalized terms used herein without definition shall have the meanings contained in the Loan Agreement.
JUNIOR SUBORDINATED TRADEMARK AND LICENSE SECURITY AGREEMENTJunior Subordinated Trademark and License Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
JUNIOR SUBORDINATED TRADEMARK AND LICENSE SECURITY AGREEMENT (“Agreement”) dated as of October 25, 2004, made by PW EAGLE, INC., a Minnesota corporation, having its chief executive office at 1550 Valley River Drive, Eugene, Oregon 97440 (“Borrower”) and CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“Lender”).
LOAN AGREEMENT between PW POLY CORP. (the “Company”), and MEDALLION CAPITAL, INC. (the “Lender”) JANUARY 15, 2004Loan Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
This Agreement is entered into January 15, 2004, among MEDALLION CAPITAL, INC., a Minnesota corporation, 3000 West County Road 42, Suite 301, Burnsville, Minnesota 55337-4287, a Licensee under the Small Business Investment Act of 1958, (the “Lender”) and PW POLY CORP., a Minnesota corporation, 1550 Valley River Drive, Eugene, Oregon 97440 (the “Company”).
PW EAGLE, INC. (a Minnesota corporation) REGISTRATION RIGHTS AGREEMENT Dated as of October 25, 2004Registration Rights Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
REGISTRATION RIGHTS AGREEMENT dated as of October 25, 2004, between PW EAGLE, INC., a Minnesota corporation (the “Company”), and Churchill Capital Partners IV, L.P., a Delaware limited partnership (the “Investor”).
SENIOR SUBORDINATED PATENT AND LICENSE SECURITY AGREEMENTSenior Subordinated Patent and License Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
SENIOR SUBORDINATED PATENT AND LICENSE SECURITY AGREEMENT (“Agreement”) dated as of October 25, 2004, made by PW EAGLE, INC., a Minnesota corporation, having its chief executive office at 1550 Valley River Drive, Eugene, Oregon 97440 (“Borrower”) and CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“Lender”).
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BETWEEN FLEET CAPITAL CORPORATION, AS AGENT, AND CHURCHILL CAPITAL PARTNERS...Subordination Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
This Junior Subordinated Note (this “Note”) was issued pursuant to that certain Junior Subordinated Note Purchase Agreement dated as of October 25, 2004 between the Company and Churchill Capital Partners IV, L.P., a Delaware limited partnership (the “Note Purchase Agreement”), and the Holder is entitled to the benefits of, and is subject to the terms of, the Note Purchase Agreement. Except as to those terms otherwise defined in this Note, all capitalized terms used in this Note shall have the respective meanings ascribed to them in the Note Purchase Agreement.
JUNIOR SUBORDINATED PATENT AND LICENSE SECURITY AGREEMENTJunior Subordinated Patent and License Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
JUNIOR SUBORDINATED PATENT AND LICENSE SECURITY AGREEMENT (“Agreement”) dated as of October 25, 2004, made by PW EAGLE, INC., a Minnesota corporation, having its chief executive office at 1550 Valley River Drive, Eugene, Oregon 97440 (“Borrower”) and CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“Lender”).
FIRST AMENDMENT TO WARRANTWarrant • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products
JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT BETWEEN CHURCHILL CAPITAL PARTNERS IV, L.P. AND PW EAGLE, INC.Junior Subordinated Note Purchase Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
THIS JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of the 25th day of October, 2004, by and between CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Note Purchaser”), and PW EAGLE, INC., a Minnesota corporation (the “Company”).
SENIOR SUBORDINATED SECURITY AGREEMENTSenior Subordinated Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
THIS SENIOR SUBORDINATED SECURITY AGREEMENT (the “Agreement”), dated as of the 25th day of October, 2004, between CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Secured Party”), and PW Eagle, Inc., a Minnesota corporation (the “Debtor”).
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BETWEEN FLEET CAPITAL CORPORATION, AS AGENT, AND CHURCHILL CAPITAL PARTNERS...Senior Subordinated Note • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
This Senior Subordinated Note (this “Note”) was issued pursuant to that certain Senior Subordinated Note Purchase Agreement dated as of October 25, 2004 between the Company and Churchill Capital Partners IV, L.P., a Delaware limited partnership (the “Note Purchase Agreement”), and the Holder is entitled to the benefits of, and is subject to the terms of, the Note Purchase Agreement. Except as to those terms otherwise defined in this Note, all capitalized terms used in this Note shall have the respective meanings ascribed to them in the Note Purchase Agreement.
SENIOR SUBORDINATED TRADEMARK AND LICENSE SECURITY AGREEMENTSenior Subordinated Trademark and License Security Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota
SENIOR SUBORDINATED TRADEMARK AND LICENSE SECURITY AGREEMENT (“Agreement”) dated as of October 25, 2004, made by PW EAGLE, INC., a Minnesota corporation, having its chief executive office at 1550 Valley River Drive, Eugene, Oregon 97440 (“Borrower”) and CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“Lender”).
