HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Notes and the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Indenture. $ principal amount of the Notes to which this Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:
HEADWATERS INCORPORATED. By /s/ Xxxx X. Xxxxxx ----------------------------- Name: Xxxx X. Xxxxxx Title: Chief Executive Officer HYDROCARBON TECHNOLOGIES, INC., COVOL FUELS OPERATORS, LLC, CHEMSAMPCO, INC., HYDROCARBON ENVIRONMENTAL TECHNOLOGIES, INC., CARBOREX, LLC, COVOL SYNFUEL, LLC, UTAH SYNFUEL #1, L.P., each as a Subsidiary Guarantor By /s/ Xxxxxx X. Xxxxxxxx ----------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President, General Counsel and Secretary 110 HEADWATERS OLYSUB CORPORATION, ISG RESOURCES, INC., BEST MASONY & TOOL SUPPLY, INC. F/K/A J. XXXXXX XXXXX INTERESTS, INC., XXXXX X. XXXXXXX, INC., UNITED TERRAZZO SUPPLY CO, INC., MAGNA WALL, INC., ISG MANUFACTURED PRODUCTS, INC., ISG PARTNER, INC., ISG CAPITAL CORPORATION, ISG SWIFT CRETE, INC., DON'S BUILDING SUPPLY, L.P., PALESTINE CONCRETE TITLE COMPANY, L.P. each as a Subsidiary Guarantor By /s/ Xxxxx X. Xxxxxxx ----------------------------- Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, General Counsel and Secretary GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent By /s/ Xxxx X. Xxxx ----------------------------- Name: Xxxx X. Xxxx Title: Manager of Operations GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent By /s/ Xxxx X. Xxxx ----------------------------- Name: Xxxx X. Xxxx Title: Manager of Operations Initial Lenders XXXXXX XXXXXXX SENIOR FUNDING, INC By /s/ R. Xxxx Xxxxx ----------------------------- Name: R. Xxxx Xxxxx Title: Managing Director ZIONS FIRST NATIONAL BANK By /s/ Xxxxx Xxxxx ----------------------------- Name: Xxxxx Xxxxx Title: Vice President 112 CIT LENDING SERVICES CORPORATION By /s/ Xxxx X'Xxxxxx ----------------------------- Name: Xxxx X'Xxxxxx Title: Vice President ARK II CLO 2001-1, LIMITED By: Patriarch Partners II, LLC, its Collateral Manager By /s/ Xxxx Xxxxxx ----------------------------- Name: Xxxx Xxxxxx Title: Manager
HEADWATERS INCORPORATED. By: /s/ Xxxx X. Xxxxxx ------------------------------------------- Xxxx X. Xxxxxx, Chief Executive Officer HYDROCARBON TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxx ------------------------------------------- Xxxxxx X. Xxxxxxx, President HEADWATERS SUB CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------------------------------- Xxxx X. Xxxxxx, President /s/ Xxxxxx X. Xxxxxxx ---------------------------------- Xxxxxx X. Xxxxxxx
HEADWATERS INCORPORATED. By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- [STOCKHOLDER] By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- [STOCKHOLDER] By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- EXHIBIT A Stockholder Names and Addresses
HEADWATERS INCORPORATED. By /s/ Xxxx X. Xxxxxx ---------------------------- Name: Xxxx X. Xxxxxx Title: CEO HEADWATERS OLYSUB INCORPORATED By /s/ Xxxx X. Xxxxxx ---------------------------- Name: Xxxx X. Xxxxxx Title: President INDUSTRIAL SERVICES GROUP, INC. By /s/ R. Xxxxx Xxxxxxx ---------------------------- Name: R. Xxxxx Xxxxxxx Title: CEO ISG RESOURCES, INC. By /s/ R. Xxxxx Xxxxxxx ---------------------------- Name: R. Xxxxx Xxxxxxx Title: CEO ANNEX A Knowledge of the Company R. Xxxxx Xxxxxxx Xxxx X. Xxxx Xxxx X. ("Chip") Everest Xxxxx X. Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx, III Xxxxxxx Xxxxx ANNEX B Knowledge of Parent Xxxx X. Xxxxxx Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx Xxxxx Xxxx Xxx Xxxxxxx SCHEDULE 4.14(b) - LIST OF EMPLOYEES
HEADWATERS INCORPORATED. By: /s/ Xxxx X. Xxxxxx -------------------------------------- Name: Xxxx X. Xxxxxx Title: Chairman and CEO ADDITIONAL SELLERS (as provided in Section 13.13): Signature page to the Securities Purchase Agreement
HEADWATERS INCORPORATED. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: Chief Executive Officer Accepted as of the date hereof
HEADWATERS INCORPORATED. By /s/ Steven G. Stewart ---------------------------------- Title: Chief Financial Officer MORGAN STANLEY SENIOR FUNDING, INC., xx Xdministrative Agent and as a Lender By /s/ Todd Vannucci ---------------------------------- Title: Executive Director MORGAN STANLEY & CO. INCORPORATED, xx Xxxlateral Agent By /s/ Todd Vannucci ---------------------------------- Title: Executive Director [And Other Lenders] NYDOCS03/768241.1 Headwaters - First Lien Amendment No. 3 Dated as of May 19, 2005
HEADWATERS INCORPORATED. By: /s/ Xxxxxx X. Xxxxxxx ----------------------------- Xxxxxx X. Xxxxxxx Chief Financial Officer SIGNATURE PAGE TO PARTICIPATION AGREEMENT EXHIBIT "A" CERTIFICATE OF OWNERSHIP This Certificate evidences that XXXXX X. XXXXXXX (the "Participant") is a participant to the extent of Two Hundred Twenty Three Thousand, Seven Hundred Forty Dollars ($223,740) (the "Participation Amount") from ALLIED CAPITAL CORPORATION (the "Lead") out of an aggregate principal investment of Twenty Million Dollars ($20,000,000) made by Allied Capital Corporation (the "Lead") to Headwaters Incorporated, a Delaware corporation (the "Borrower") pursuant to a certain Loan Agreement dated September 19, 2002 between the Lead and the Borrower. This Certificate is issued pursuant to a Participation Agreement dated as of September 19, 2002, between the Participant and the Lead (the "Participation Agreement"), evidences the legal and equitable ownership of the Participation Interest (as defined in the Participation Agreement) to the extent of the Participation Amount, and is subject to all the terms and conditions thereof. This Certificate is cumulative and supersedes all prior certificates previously issued and delivered to the Participant pursuant to the Participation Agreement. Any outstanding prior certificate is automatically null and void upon Participants' receipt of this Certificate and shall be promptly surrendered to the Lead for cancellation. This Certificate is transferable only with the written approval of the Lead and upon due endorsement and surrender to the Lead. ALLIED CAPITAL CORPORATION a Maryland corporation Dated: September 19, 2002 By: /s/ Xxxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director EXHIBIT "A" CERTIFICATE OF OWNERSHIP This Certificate evidences that J. I. EVEREST, II (the "Participant") is a participant to the extent of Five Hundred Thirty Seven Thousand, Eight Hundred Eighty Dollars ($537,880) (the "Participation Amount") from ALLIED CAPITAL CORPORATION (the "Lead") out of an aggregate principal investment of Twenty Million Dollars ($20,000,000) made by Allied Capital Corporation (the "Lead") to Headwaters Incorporated, a Delaware corporation (the "Borrower") pursuant to a certain Loan Agreement dated September 19, 2002 between the Lead and the Borrower. This Certificate is issued pursuant to a Participation Agreement dated as of September 19, 2002, between the Participant and the Lead (the "Participation Agreeme...
HEADWATERS INCORPORATED. Transfer of Option Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or a written beneficiary designation. Such a designation must be filed with Headwaters Incorporated on the proper form and will be recognized only if it is received at Headwaters Incorporated headquarters before your death. Regardless of any marital property settlement agreement, Headwaters Incorporated is not obligated to honor a notice of exercise from your former spouse, nor is Headwaters Incorporated obligated to recognize your former spouse's interest in your Option in any other way. Retention Rights Your Option or this Agreement do not give you the right to be retained by Headwaters Incorporated or its subsidiaries in any capacity. Headwaters Incorporated and its subsidiaries reserve the right to terminate your service at any time, with or without cause. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of Headwaters Incorporated until a certificate for your Option shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Adjustments In the event of a stock split, stock dividend or a similar change in Headwaters Incorporated stock, the number of shares covered by this Option and the exercise price per share may be adjusted pursuant to the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware. The Plan and Other This Option is not issued under the Plan. However, Agreements the terms and conditions of the Option will be the same as the terms and conditions contained in the Plan. The text of the Headwaters Incorporated 2002 Stock Incentive Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and Headwaters Incorporated regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.
