0001193125-05-099391 Sample Contracts

AMENDED AND RESTATED PVC RESIN SUPPLY AGREEMENT between as Seller, and PW EAGLE, INC. as Buyer Effective as of February 1, 2005
PVC Resin Supply Agreement • May 6th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • New York

THIS AMENDED AND RESTATED PVC RESIN SUPPLY AGREEMENT (this “Agreement”) effective as of the 1st day of February 2005 is between *** (hereinafter “Seller”), and PW EAGLE, INC., a Minnesota corporation (hereinafter “Buyer”). Each of Seller and Buyer is sometimes hereinafter referred to as a “party” and collectively as the “parties”.

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FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Agreement and Junior Subordinated Note Purchase Agreement • May 6th, 2005 • Pw Eagle Inc • Miscellaneous plastics products

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“First Amendment”) is made as of the 15th day of March, 2005 by and among PW Eagle, Inc., a Minnesota corporation (“Company”) and Churchill Capital Partners IV, L.P., a Delaware limited partnership (“Note Purchaser”).

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 6th, 2005 • Pw Eagle Inc • Miscellaneous plastics products

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“First Amendment”) is made as of the 15th day of March, 2005 by and among PW Eagle, Inc., a Minnesota corporation (“Borrower”), the lenders who are signatories hereto (“Lenders”), and Fleet Capital Corporation, a Rhode Island corporation (“FCC”), as agent for Lenders hereunder (FCC, in such capacity, being “Agent”).

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS
Credit and Security Agreement • May 6th, 2005 • Pw Eagle Inc • Miscellaneous plastics products

This FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS, dated as of March 10, 2005, is made by and between USPOLY COMPANY, a Minnesota corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).

FIRST AMENDMENT TO SUBORDINATION AGREEMENT
Subordination Agreement • May 6th, 2005 • Pw Eagle Inc • Miscellaneous plastics products

This FIRST AMENDMENT TO SUBORDINATION AGREEMENT (this “Amendment”), dated as of March 10, 2005, is made by and among WELLS FARGO BUSINESS CREDIT, INC. (“Wells Fargo”), MEDALLION CAPITAL, INC. (“Medallion”) (Wells Fargo and Medallion being each a “Lender” and collectively the “Lenders”), USPOLY COMPANY (the “Company”) and SPELL CAPITAL PARTNERS, LLC (the “Subordinated Creditor”).

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