Exhibit 10.50





FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT



THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (First Amendment) is made as of the 11thday of February, 2003 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).



W I T N E S S E T H:



WHEREAS, Borrower, Agent and Lenders entered into a certain Third Amended and Restated Loan and Security Agreement dated as of September 30, 2002 (said Third Amended and Restated Loan and Security
Agreement is hereinafter referred to as the Loan Agreement); and



WHEREAS, Borrower desires to amend and modify certain provisions of the Loan Agreement and, subject to the terms hereof, Agent and Lenders are willing to agree to such amendments and modifications;



NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained, and any extension of credit heretofore, now or hereafter made by Agent and Lenders to Borrowers, the parties hereto hereby agree as follows:



1.    Definitions. All capitalized terms used herein without definition
shall have the meaning given to them in the Loan Agreement.



2.    Financial Covenants. Exhibit 8.3 to the Loan Agreement is hereby deleted and Exhibit 8.3 attached hereto and incorporated herein is inserted in its stead.



3.    Execution in
Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument.



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4.    Continuing Effect. Except as otherwise specifically set out herein, the provisions of the Loan Agreement shall remain in full force and effect.



IN WITNESS WHEREOF, this First Amendment has been duly executed as of the day and year specified at the beginning hereof.





PW EAGLE, INC., (Borrower)By:

/s/ Roger R. RobbName:

Roger R. RobbTitle:

Chief Financial OfficerFLEET CAPITAL CORPORATION, (Agent and a Lender)By:

/s/ Brian ConoleName:

Brian ConoleTitle:

Senior Vice PresidentTHE CIT GROUP/BUSINESS CREDIT, INC., (Lender)By:

/s/ Lori C. HilkerName:

Lori HilkerTitle:

Vice President




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FINANCIAL
COVENANTS



Consolidated Net Income means, with
respect to Borrower and its Subsidiaries for any fiscal period, the net income (or loss) of Borrower and its Subsidiaries for such period taken as a whole (determined in accordance with GAAP on a consolidated basis), but excluding in any event: (a)
any gains or losses on the sale or other disposition of Investments or fixed or capital assets or from any transaction classified as extraordinary under GAAP, any taxes on such excluded gains and any tax deductions or credits on account of any such
excluded losses; (b) the proceeds of any life insurance policy; (c) net earnings and losses of any business entity, substantially all the assets of which have been acquired in any manner by Borrower, realized by such business entity prior to the
date of such acquisition; (d) net earnings and losses of any business entity which shall have merged into Borrower earned or incurred prior to the date of such merger; (e) net earnings of any business entity (other than a Consolidated Subsidiary) in
which Borrower has an ownership interest unless such net earnings shall have been received by Borrower in the form of cash distributions; (f) earnings resulting from a reappraisal, revaluation or write-up of assets; (g) any charge to net earnings
resulting from the amortization of the value of stock options given to employees to the extent required by FASB 25; (h) any increase or decrease of net income arising from a change in Borrowers accounting methods; (i) any gains resulting from
the forgiveness of Funded Debt or the retirement of Funded Debt at a discount; (j) any gain arising from the acquisition of any Securities of Borrower; and (k) any reversal of any contingency reserve, except that provision for such contingency
reserve shall have been made from income arising during such period.



EBITDA With respect to any fiscal period, the sum of Borrowers Consolidated Net Income plus amounts deducted in determining Consolidated Net Income in respect of: (a) any provision for (or less any benefit from)
income taxes whether current or deferred; (b) amortization and depreciation expense; (c) Interest Expense for such period; (d) prior to December 31, 1999, that portion of cost of goods sold resulting from the write-up of Inventory in connection with
the Acquisition pursuant to APB 16; provided that the aggregate amount added to EBITDA pursuant to this clause (d) shall not exceed $3,000,000; and (e) the restructuring charge taken in the third fiscal quarter of fiscal year 2001 in the
amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00).



Fixed Charge Coverage RatioWith respect to any period of determination, the ratio of (i) EBITDA of Borrower for such period minus income taxes paid in cash and non-financed Capital Expenditures during such period
to (ii) Fixed Charges.



Fixed ChargesFor any
period of determination, the sum of (a) scheduled principal payments of Funded Debt (including the principal portion of scheduled payments of Capital Lease Obligations), (b) Interest Expense paid in cash included in the determination of Consolidated
Net Income, and (c) dividends paid on Borrowers capital stock.



Funded Debtmeans: (i) Indebtedness arising from the lending of money by any Person to Borrower, including, without limitation, the Obligations; (ii) Indebtedness, whether or not in any such case arising from the
lending by any Person of money to Borrower (A) which is represented by notes payable or drafts accepted that evidence extensions of credit, (B) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, or (C) upon
which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for Property; (iii) Indebtedness that constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations with
respect to letters of credit or guaranties of letters of credit and (v) Indebtedness of Borrower for purposes of the Funded Debt to EBITDA Ratio for the nine months ending September 30, 2002, EBITDA for such period shall be actual EBITDA for such
period multiplied by four-thirds (4/3s) for one most recently ended twelve month period; provided, that, under any guaranty of obligations that would constitute Funded Debt under clauses (i) through (iv) hereof if owed directly by Borrower or
any guaranty having the economic effect of guaranteeing any of the obligations of any other Person. In computing the amount of Funded Debt, the Subordinated Notes will be valued at full face value (less any payments thereon) without giving effect to
any original issue discount.



Funded Debt to EBITDA
RatioWith respect to any date, the ratio of (i) total funded Funded Debt as of such date to (ii) EBITDA for the most recently ended twelve month period; provided that for purposes of the Funded Debt to EBITDA Ratio for the nine
months ending September 30, 2002, EBITDA for such period shall be actual EBITDA for such period multiplied by four-thirds (4/3s).



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Interest Coverage
RatioWith respect to any period of determination, the ratio of (i) EBITDA for such period to (ii) Interest Expense paid in cash for such period, all as determined in accordance with GAAP.



Interest ExpenseWith respect to any fiscal period, the
interest expense incurred for such period excluding interest income as determined in accordance with GAAP.



InvestmentAll investments in the property or assets of any person, in cash or property, whether by way of advance, loan, extension of credit by Borrower or any of its Subsidiaries
(by way of guaranty or otherwise) or capital contribution, or purchase of stock, bonds, notes, debentures or other securities or any assets constituting the purchase of a business or line of business.



Net WorthBook net worth of Borrower as determined in
accordance with GAAP. For purposes of this Exhibit 8.3, Net Worth shall include any unamortized value assigned to the Warrants issued in connection with the Subordinated Notes which value was calculated in accordance with GAAP and is contained in
Borrowers Consolidated Financial Statements.



Interest Coverage RatioBorrower shall not permit the Interest Coverage Ratio as of the last date of the period set forth below to be less than the ratio set forth opposite such period below:



|                                                                                        
|----------------------------------------------------------------------------------------
|Period                                                                                  
|                                                                                        
|For 9 months ending 9/30/2002                                                           
|                                                                                        
|For 12 months ending 12/31/2002.                                                        
|                                                                                        
|Trailing 12 month period ending 3/31/2003 and each 6/30, 9/30, 12/31 and 3/31 thereafter
|                                                                                        



Fixed Charge
Coverage RatioBorrower shall not permit the Fixed Charge Coverage Ratio as of the last date of the period set forth below to be less than the ratio set forth opposite such period below:



|                                                                                        
|----------------------------------------------------------------------------------------
|Period                                                                                  
|                                                                                        
|For 9 months ending 9/30/2002                                                           
|                                                                                        
|Trailing 12 month period ending 12/31/2002                                              
|                                                                                        
|Trailing 12 month period ending 3/31/2003 and each 6/30, 9/30, 12/31 and 3/31 thereafter
|                                                                                        



Net
WorthBorrower shall achieve Net Worth as of each day set forth in the schedule below of not less than the amount set forth opposite such period of the following schedule:



|          
|----------
|Period    
|          
|12/31/2002
|          
|3/31/2003 
|          
|6/30/2003 
|          
|9/30/2003 
|          
|12/31/2003
|          



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|          
|----------
|Period    
|          
|3/31/2004 
|          
|6/30/2004 
|          
|9/30/2004 
|          
|12/31/2004
|          
|3/31/2005 
|          
|6/30/2005 
|          



Funded Debt to
EBITDA RatioBorrower shall not permit the Funded Debt to EBITDA Ratio for any period set forth below to be greater than the ratio set forth opposite such period below:



|                                                                          
|--------------------------------------------------------------------------
|Period                                                                    
|                                                                          
|9 months ending 9/30/2002                                                 
|                                                                          
|Trailing 12 month period ending 12/31/2002                                
|                                                                          
|Trailing 12 month period ending 3/31/2003                                 
|                                                                          
|Trailing 12 month period ending 6/30/2003                                 
|                                                                          
|Trailing 12 month period ending 9/30/2003                                 
|                                                                          
|Trailing 12 month period ending 12/31/2003                                
|                                                                          
|Trailing 12 month period ending 3/31/04 and each 6/30 and 3/31 thereafter 
|                                                                          
|Trailing 12 month period ending 9/30/04 and each 12/31 and 9/30 thereafter
|                                                                          





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