Exhibit 10.48
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 ”).
WHEREAS, the Company and the
Investors are parties to a Registration Rights Agreement, dated as
of September 20, 1999 (the “Registration Rights
Agreement”) pursuant to which the Investors have certain
rights; and
WHEREAS, the Company has requested,
and the Investors party hereto are willing (subject to the terms
and conditions hereof), to amend and waive certain provisions of
the Registration Rights Agreement as provided herein;
NOW, THEREFORE, the parties hereto
agree as follows:
1. Defined Terms .
(a) Capitalized terms used and not
otherwise defined in this Amendment shall have the meanings given
to them in the Registration Rights Agreement.
(b) Section 1.1 of the Registration
Rights Agreement shall be amended by adding the following new
definitions to read in their entireties as follows:
“2004 Registration Rights
Agreement ” means
that certain Registration Rights Agreement dated on or about the
date hereof between the Company and Churchill Capital Partners IV,
LP.
2. Amendment to Piggyback
Registration Rights . Section 2.3 of the Registration Rights
Agreement is hereby amended in its entirety to read as
follows:
“2.3 Piggyback
Registration .
If the Company at any time proposes
for any reason to register Primary Shares or Other Shares under the
Securities Act (other than on Form S-4 or Form S-8 promulgated
under the Securities Act or any successor forms thereto), it shall
promptly give written notice to each Investor of its intention to
so register such Securities and, upon the written request, given
within 20 days after delivery of any such notice by the Company, of
any such Investor to include in such registration Registrable
Shares (which request shall specify the number of
Registrable Shares proposed to be
included in such registration), the Company shall use its best
efforts to cause all such Registrable Shares to be included in such
registration on the same terms and conditions as the Securities
otherwise being sold in such registration; provided, however
, that if the managing underwriter advises the Company and the
Investors that the inclusion of all Securities proposed or
requested to be included in such registration would interfere with
the successful marketing (including pricing) of any such
Securities, then the number of Registrable Shares, Primary Shares
and Other Shares proposed or requested to be included in such
registration shall be included in the following order:
(i) first , (A) the Primary
Shares proposed to be included in such registration, if the
registration was initiated by the Company, or (B) any Other Shares
requested to be included in such registration, if the registration
was initiated by the holder or holders of such Other Shares
pursuant to the exercise of demand registration rights in respect
thereof;
(ii) sec
