Baltek Corp Sample Contracts

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AGREEMENT
Agreement • March 30th, 2001 • Baltek Corp • Millwood, veneer, plywood, & structural wood members • Delaware
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Agreement and Plan of Merger • March 7th, 2003 • Baltek Corp • Millwood, veneer, plywood, & structural wood members • Delaware
THIRD SUBSTITUTE REVOLVING CREDIT NOTE
Baltek Corp • November 14th, 2002 • Millwood, veneer, plywood, & structural wood members

FOR VALUE RECEIVED, the undersigned, BALTEK CORPORATION, a Delaware corporation and CRUSTACEA CORPORATION, a Delaware corporation (each of Baltek Corporation and Crustacea Corporation a "Borrower" and collectively the "Borrowers"), hereby jointly and severally unconditionally promise to pay on or before December 31, 2003 (the "Maturity Date"), to the order of FLEET NATIONAL BANK, a national banking association, as successor-by-merger to Summit Bank (the "Bank"), at the office of the Bank located at 208 Harristown Road, Glen Rock, New Jersey, or at such other location as the Bank shall designate, in lawful money of the United States of America and in immediately available funds, the principal amount of (i) $12,500,000.00 or (ii) so much thereof (or any greater amount, if any) as shall have been advanced (the "Advances") by the Bank to the Borrower pursuant to that certain Revolving Loan and Security Agreement dated December 21, 1999, as amended by a First Amendment to Revolving Loan and

OPEN MORTGAGE CONSTITUTED BY MARINES C.A. TO GUARANTEE ITS OWN OBLIGATIONS AND THOSE CONTRACTED BY RECORCHOLIS S.A. AND MESSRS. RÉCHER HERNÁN VIVANCO CÓRDOVA AND LUZ SIERRA SIERRA DE VIVANCO, IN FAVOR OF CONLORANCE INVESTMENTS INC.
Baltek Corp • March 14th, 2003 • Millwood, veneer, plywood, & structural wood members

of the year two thousand three, before me, DR. PIERO GASTON AYCART VINCENZINI, Principal Notary THIRTY of this Canton, there appear the party of the first part, the British Virgin Islands company CONLORANCE INVESTMENTS INC., duly represented by its Special Representative in Ecuador, Attorney Justo Andrés Andrade Macías, an Ecuadorian; and the party of the second part, the companies MARINES C.A. and RECORCHOLIS S.A., represented by Mr. Récher Hernán Vivanco Córdova, in his capacity of General Manager and Legal Representative, duly authorized by the Universal Shareholders Meetings of these Companies, held on February twenty-six, two thousand three, and the spouses RÉCHER HERNÁN VIVANCO CÓRDOVA, an Ecuadorian, and LUZ AMINTA SIERRA SIERRA DE VIVANCO, a Colombian, on their own behalf and on behalf of their community of assets. All the deponents are of legal age, executives, domiciled in this city of Guayaquil, competent to bind themselves and contract, known to me, I certify. Being well in

SECOND SUBSTITUTE REVOLVING CREDIT NOTE
Baltek Corp • March 30th, 2001 • Millwood, veneer, plywood, & structural wood members
TERM NOTE
Baltek Corp • November 14th, 2002 • Millwood, veneer, plywood, & structural wood members

FOR VALUE RECEIVED, the undersigned, BALTEK CORPORATION, a Delaware corporation, and CRUSTACEA CORPORATION, a Delaware corporation (each of Baltek Corporation and Crustacea Corporation a "Borrower" and collectively the "Borrowers"), hereby jointly and severally unconditionally promise to pay on or before September 29, 2007 (the "Term Loan Maturity Date"), to the order of FLEET NATIONAL BANK, a national banking association, as successor-by-merger to Summit Bank (the "Bank"), at the office of the Bank located at 208 Harristown Road, Glen Rock, New Jersey, or at such other location as the Bank shall designate, in lawful money of the United States of America and in immediately available funds, the principal amount of $1,000,000.00 pursuant to the terms, conditions, and provisions of this Term Note and that certain Revolving Loan and Security Agreement dated December 21, 1999, as amended by a First Amendment to Revolving Loan and Security Agreement dated as of September 30, 2000, a Second A

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 14th, 2003 • Baltek Corp • Millwood, veneer, plywood, & structural wood members

In the city of Guayaquil, on the 17th day of February 2003, a Purchase Agreement is executed for all the shares of the companies MARINES C.A. and RECORCHOLIS S.A., in accordance with the following clauses:

JOINT FILING AGREEMENT
Joint Filing Agreement • April 3rd, 2003 • Baltek Corp • Millwood, veneer, plywood, & structural wood members

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons and entities named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Baltek Corporation, par value $1.00 per share, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 31, 2003.

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