CREDIT AGREEMENT Dated as of October 7, 2011 among STR HOLDINGS, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE...Credit Agreement • October 11th, 2011 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
This CREDIT AGREEMENT is entered into as of October 7, 2011 among STR HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
7,000,000 Shares STR HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2010 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2011 • STR Holdings, Inc. • Unsupported plastics film & sheet • Connecticut
This Employment Agreement (the “Agreement”), dated as of December 7, 2011, is made by and between STR HOLDINGS, INC., a Delaware corporation (together with any successor thereto, the “Company”), and ROBERT S. YORGENSEN (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2014 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2014, by and between STR Holdings, Inc., a Delaware corporation (the “Company”), and Zhen Fa New Energy (U.S.) Co., Ltd., a Nevada corporation (the “Stockholder”). Each of the Company and the Stockholder may be referred to in this Agreement as a “Party,” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 9 of this Agreement.
RESTRICTED COMMON STOCK AGREEMENTRestricted Common Stock Agreement • April 5th, 2010 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
WHEREAS, STR Holdings LLC (“Old LLC”) entered into that certain Incentive Unit Grant Agreement with the Holder dated as of June 15, 2007 (the “Grant Agreement”), whereby Old LLC granted incentive units of Old LLC to the Holder;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 6, 2009, among STR Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the Persons named on the signature pages hereto (including any additional signatories to this Agreement after the date hereof, the “Stockholders”).
SEVERANCE AGREEMENTSeverance Agreement • March 9th, 2017 • STR Holdings, Inc. • Unsupported plastics film & sheet • Connecticut
This Agreement, is made as of October 1, 2012 (the “ Effective Date ”), by and between STR HOLDINGS, INC. a Delaware corporation (the “ Company ”), and Robert Yorgensen (the “Executive ”).
STR HOLDINGS, INC. 2009 Equity Incentive PlanNonqualified Stock Option Award Agreement • November 8th, 2012 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
THIS AGREEMENT (the “Award Agreement”) is made effective as of October 1, 2012 (the “Date of Grant”) between STR Holdings, Inc., a Delaware corporation (with any successor, the “Company”), and Alan Forman (the “Participant”):
INDEMNITY AGREEMENTIndemnity Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
This Indemnity Agreement (“Agreement”) is made as of November 6, 2009 by and between STR Holdings, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractSTR Holdings, Inc. • November 17th, 2009 • Unsupported plastics film & sheet • New York
AMENDMENT No. 1 dated as of October 5, 2009 (this “Amendment”), to the Second Lien Credit Agreement dated as of June 15, 2007 as amended, supplemented or otherwise modified (the “Credit Agreement”), among STR ACQUISITION INC., a Delaware corporation which substantially simultaneously with the execution thereof merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), the Lenders (as defined in the Credit Agreement), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity the “Collateral Agent”) for the Lenders.
INCENTIVE UNIT GRANT AGREEMENTIncentive Unit Grant Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS INCENTIVE UNIT GRANT AGREEMENT is made as of , 2007 (the “Agreement”), by and between STR Holdings LLC, a Delaware limited liability company (the “Company”) and (the “Grantee”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral AgentSecond Lien Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
SECOND LIEN CREDIT AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral AgentSecond Lien Credit Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
THIS AGREEMENT (the “Award Agreement”) is made effective as of [ ] (the “Date of Grant”) between STR Holdings, Inc., a Delaware corporation (with any successor, the “Company”), and [ ] (the “Participant”):
ContractGuarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet
SUPPLEMENT NO. 1 (this “Supplement”) dated as of November 5, 2009 to the Second Lien Guarantee and Collateral Agreement dated as of June 15, 2007 (the “Guarantee and Collateral Agreement”), among SPECIALIZED TECHNOLOGY RESOURCES, INC. (successor by merger to STR Acquisition, Inc.), a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), each Subsidiary of the Borrower from time to time party thereto (each such Subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (together with its affiliates, “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
INTERCREDITOR AGREEMENT dated as of June 15, 2007, among STR ACQUISITION, INC., as Borrower, STR HOLDINGS LLC as Holdings,Intercreditor Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
INTERCREDITOR AGREEMENT dated as of June 15, 2007 (this “Agreement”), STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CREDIT SUISSE, as collateral agent for the First Lien Lenders (as defined below) (in such capacity the “First Lien Collateral Agent”), and CREDIT SUISSE, as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Collateral Agent”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral AgentFirst Lien Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
FIRST LIEN CREDIT AGREEMENT dated as of June15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral AgentFirst Lien Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN SPECIALIZED TECHNOLOGY RESOURCES, INC. AND DENNIS L. JILOTEmployment Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Nevada
This Amendment (the “Amendment”) to that certain Employment Agreement (the “Agreement”) by and between Specialized Technology Resources, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Dennis L. Jilot (the “Executive”), dated as of July 18, 2008, is made as of the date hereof by and between the Company and the Executive.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STR HOLDINGS LLCLimited Liability Company Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STR Holdings LLC (the “Company”) is made and entered into as of this 20th day of March, 2008 (the “Effective Date”), by and among the Company and each of the Persons listed on the signature pages hereof as Members.
RESTRICTED COMMON STOCK AGREEMENT FOR EXECUTIVE OFFICER HOLDING A UNITSRestricted Common Stock Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
WHEREAS, STR Holdings (New) LLC (“New LLC”) entered into that certain Unit Grant Agreement with the Holder dated as of November 5, 2009 (the “Grant Agreement”), whereby New LLC granted units of New LLC to the Holder;
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STR HOLDINGS (NEW) LLCJoinder Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of STR Holdings (New) LLC (the “Company”) is made and entered into as of this 5th day of November, 2009 (the “Effective Date”), by and among the Company and each of the Persons listed on the signature pages hereof as Members.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November 5, 2009 (this “Assignment and Assumption Agreement”), between STR Holdings LLC, a Delaware limited liability company (“Predecessor LLC”) and STR Holdings (New) LLC, a Delaware limited liability company (“New LLC” and together with any corporate successor to New LLC by way of conversion, “Newco”).
RESTRICTED COMMON STOCK AGREEMENT FOR ISSUANCES UNDER THE STR HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANRestricted Common Stock Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
RESTRICTED COMMON STOCK AGREEMENT (this “Agreement”) made as of [ ] (the “Grant Date”), by and between STR Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
This SUBSCRIPTION AGREEMENT, dated as of September 30, 2009 (this “Agreement”), is by and between Specialized Technology Resources, Inc. (the “Subscriber”), and STR Holdings (New) LLC (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability company (the “Company”) and the individuals and entities listed on the signature pages attached hereto (collectively, the “Purchasers” and, each individually a “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability company (the “Company”) and the individuals and entities listed on the signature pages attached hereto (collectively, the “Purchasers” and, each individually a “Purchaser”).
FORM OF INDENTURE TO BE ENTERED INTO BETWEEN STR HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION STR HOLDINGS, INC.STR Holdings, Inc. • December 2nd, 2010 • Unsupported plastics film & sheet • New York
Indenture dated as of , 20 between STR Holdings, Inc., a Delaware corporation (“Company”), and U.S. Bank National Association (“Trustee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2009 (this “Agreement”), is among STR Holdings (New) LLC, a Delaware limited liability company, (“Parent”), STR Merger, Inc., a Delaware corporation (“Merger Co.”), and Specialized Technology Resources, Inc., a Delaware Corporation (the “Company”).
UNIT GRANT AGREEMENTUnit Grant Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York
THIS UNIT GRANT AGREEMENT is made as of November 6, 2009 (the “Agreement”), by and between STR Holdings (New) LLC, a Delaware limited liability company (the “Company”), and Dennis L. Jilot (the “Grantee”).
ADVISORY SERVICES AND MONITORING AGREEMENT EVERGREEN CAPITAL PARTNERS, LLCAdvisory Services and Monitoring Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of June 15, 2007, by and among Specialized Technology Resources, Inc. (the “Company”) and Evergreen Capital Partners, LLC (“Evergreen”).
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of June 15, 2007, by and among Specialized Technology Resources, Inc. (the “Company”), DLJ Merchant Banking, Inc. (“DLJMB”), Westwind STR Advisors, LLC (“Stone”) and Dennis L. Jilot (“Jilot”) (DLJMB, Stone and Jilot each an “Advisor” and, collectively, the “Advisors”)
ContractAgreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
THIS AGREEMENT (the “Award Agreement”) is made effective as of [ ] (the “Date of Grant”) between STR Holdings, Inc., a Delaware corporation (with any successor, the “Company”), and [ ] (the “Participant”):
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among STR HOLDINGS LLC, STR ACQUISITION, INC. and SPECIALIZED TECHNOLOGY RESOURCES, INC. Dated as of June 15, 2007Summary of Terms for Employment Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2007 (this “Agreement”), is among STR Holdings LLC, a Delaware limited liability company and successor to STR Holdings, Inc. (the “Acquiror”), STR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Acquiror (“Sub”) and Specialized Technology Resources, Inc., a Delaware corporation (the “Company”).
GUARANTEE AGREEMENTGuarantee Agreement • August 12th, 2014 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware
This Guarantee Agreement, dated as of August 11, 2014 (this “Guarantee”), of 振发能源集团有限公司 (Zhenfa Energy Group Co., Ltd.), a Chinese limited liability company (License Number: 渝新 500903000056264) (the “Guarantor”), in favor of STR Holdings, Inc., a Delaware corporation (the “Guaranteed Party”) (each individually a “Party” and, collectively, the “Parties”). Reference is hereby made to the Stock Purchase Agreement by and between the Guaranteed Party and Zhen Fa New Energy (U.S.) Co., Ltd., a Nevada corporation and an indirect wholly owned subsidiary of the Guarantor (“Purchaser”), dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.
