AMENDMENT NO. 1
This Amendment No. 1 (this "Amendment") is dated as of February 1,
2006 and is to the Second Amended and Restated Credit Agreement, dated as of
December 22, 2004 (the "Credit Agreement"), by and among, ASSOCIATED MATERIALS
INCORPORATED, a corporation organized and existing under the laws of Delaware
(the "U.S. Borrower"), GENTEK BUILDING PRODUCTS LIMITED, a corporation organized
and existing under the laws of Ontario, Canada (the "Canadian Borrower" and,
together with the U.S. Borrower, each a "Borrower" and collectively the
"Borrowers"), ASSOCIATED MATERIALS HOLDINGS INC., a corporation organized and
existing under the laws of Delaware ("Holdings"), AMH HOLDINGS, INC., a
corporation organized and existing under the laws of Delaware ("Superholdco"),
the various financial institutions and other Persons from time to time parties
thereto which extend a Commitment to the U.S. Borrower (the "U.S. Lenders"), the
various financial institutions and other Persons from time to time parties
thereto which extend a Commitment to the Canadian Borrower (the "Canadian
Lenders" and, together with the U.S. Lenders, the "Lenders"), UBS AG, STAMFORD
BRANCH, as administrative agent for the U.S. Lenders under the U.S. Facility (in
such capacity, the "U.S. Administrative Agent") and CANADIAN IMPERIAL BANK OF
COMMERCE, as administrative agent for the Canadian Revolving Loan Lenders under
the Canadian Facility (in such capacity, the "Canadian Administrative Agent"
and, together with the U.S. Administrative Agent, the "Administrative Agents").
All capitalized terms used herein and not otherwise defined herein shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
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WHEREAS, Section 12.1 of the Credit Agreement permits the Credit
Agreement to be amended from time to time with the written consent of the
Required Lenders;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE Amendments.
(a) The definition of "Applicable Margin" shall be amended and
replaced in its entirety with the following:
""Applicable Margin" means, at any time of determination:
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(a) with respect to the unpaid principal amount of each Term Loan
maintained as (i) a Base Rate Loan, 1.50% per annum and (ii) a Eurodollar
Loan, 2.50% per annum; and
(b) with respect to the unpaid principal amount of (i) each Swing Line
Loan (which shall be borrowed and maintained only as a Base Rate Loan) and
each Revolving Loan maintained as a Base Rate Loan, the rate determined by
reference to the applicable Leverage Ratio and at the applicable percentage
per annum set forth below under the column entitled "Applicable Margin For
Base Rate Loans", (ii) each Revolving Loan maintained as a Eurodollar Loan,
the rate determined by reference to the applicable Leverage Ratio and at
the applicable percentage per annum set forth below under the column
entitled "Applicable Margin For Eurodollar Loans" and (iii) each Canadian
BA, the rate determined by reference to the applicable Leverage Ratio and
at the applicable percentage per annum set forth below under the column
entitled "Applicable Canadian BA Stamping Fee":
Applicable Margin Applicable Margin For Applicable Canadian
Leverage Ratio For Base Rate Loans Eurodollar Loans BA Stamping Fee
> 3.75:1 2.25% 3.25% 3.25%
> 3.25:1 and < or = 3.75:1 2.00% 3.00% 3.00%
> 2.50:1 and < or = 3.25:1 1.75% 2.75% 2.75%
< or = 2.50:1 1.50% 2.50% 2.50%
The Leverage Ratio used to compute any Applicable Margin or, in the
case of Canadian BAs, the Applicable Canadian BA Stamping Fee, shall, at any
time of determination, be the Leverage Ratio set forth in the Compliance
Certificate most recently delivered by Holdings to the Agents. Changes in the
Applicable Margin or the Applicable Canadian BA Stamping Fee, as the case may
be, resulting from a change in the Leverage Ratio shall become effective upon
delivery by Holdings to the Agents of a new Compliance Certificate pursuant to
clause (e) of Section 7.1.1. If Holdings shall fail to deliver a Compliance
Certificate by the delivery due date specified in such clause, the Applicable
Margin or the Applicable Canadian BA Stamping Fee, as the case may be, from and
including the day immediately following such delivery due date to (but
excluding) the date Holdings delivers to the Agents a Compliance Certificate
shall conclusively be equal to the highest Applicable Margin or the Applicable
Canadian BA Stamping Fee, as the case may be, set forth above."
(b) The definition of "U.S. Revolving Loan Commitment Amount" shall be
amended by replacing "$60,000,000" with "$70,000,000".
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(c) The US Revolving Loan Percentages for each Lender set forth
opposite such Lender's name below the column labeled "U.S. Revolving Loan
Commitment" on Schedule II of the Credit Agreement or set forth in a Lender
Assignment Agreement under the U.S. Revolving Loan Commitment column shall be
adjusted to reflect the $10,000,000 increase of the U.S. Revolving Loan
Commitment Amount pursuant to the preceding clause (b).
(d) Section 7.2.4 of the Credit Agreement shall be amended and
replaced in its entirety with the following:
"SECTION 7.2.4 Financial Condition and Operations. Holdings and the
Borrowers will not permit any of the events set forth below to occur.
(a) Holdings and the Borrowers will not permit the Leverage Ratio as
of the last day of each Fiscal Quarter below to be greater than the ratio
set forth opposite such Fiscal Quarter below:
Leverage
Fiscal Quarter Ratio
The first and second Fiscal Quarters of the 2006 Fiscal Year 4.75:1
The third Fiscal Quarter of the 2006 Fiscal Year 4.50:1
The fourth Fiscal Quarter of the 2006 Fiscal Year and the first and 4.25:1
the second Fiscal Quarters of the 2007 Fiscal Year
The third and the fourth Fiscal Quarters of the 2007 Fiscal Year and 3.75:1
the first and the second Fiscal Quarters of the 2008 Fiscal Year
The third and the fourth Fiscal Quarters of the 2008 Fiscal Year 3.25:1
The first Fiscal Quarter of Fiscal Year 2009 and thereafter 3.00:1
(b) Holdings and the Borrowers will not permit the Interest Coverage
Ratio as of the last day of each Fiscal Quarter below to be less than the
ratio set forth opposite such Fiscal Quarter below:
Fiscal Quarter Interest
Coverage
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Ratio
The first and second Fiscal Quarters of the 2006 Fiscal Year 2.40:1
The third Fiscal Quarter of the 2006 Fiscal Year 2.50:1
The fourth Fiscal Quarter of the 2006 Fiscal Year 2.60:1
The first Fiscal Quarter of the 2007 Fiscal Year 2.70:1
The second Fiscal Quarter of the 2007 Fiscal Year 2.80:1
The third Fiscal Quarter of the 2007 Fiscal Year 2.90:1
The fourth Fiscal Quarter of the 2007 Fiscal Year 3.00:1
The first Fiscal Quarter of the 2008 Fiscal Year 3.10:1
The second Fiscal Quarter of the 2008 Fiscal Year 3.20:1
The third Fiscal Quarter of the 2008 Fiscal Year 3.30:1
The fourth Fiscal Quarter of the 2008 Fiscal Year 3.40:1
The first Fiscal Quarter of Fiscal Year 2009 and thereafter 3.50:1
(c) Holdings and the Borrowers will not permit the Fixed Charge
Coverage Ratio as of the last day of each Fiscal Quarter below be less than
the ratio set forth opposite such Fiscal Quarter set forth below:
Fiscal Quarter Fixed Charge
Coverage
Ratio
The first, second, third and fourth Fiscal Quarters of the 2006 Fiscal 1.40:1
Year
The first Fiscal Quarter of the 2007 Fiscal Year and thereafter 1.50:1"
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SECTION TWO Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof (the "Effective Date") if the Administrative
Agents shall have received (i) counterparts of this Amendment executed by the
Borrowers and (ii) signature pages to this Amendment executed by a number of
Lenders sufficient to constitute the Required Lenders. The effectiveness of this
Amendment is conditioned upon the accuracy of the representations and warranties
set forth in Section Three hereof, the payment of the fees and expenses of
Cahill Gordon & Reindel LLP, counsel to the Administrative Agents.
SECTION THREE Representations and Warranties; Covenants. In order to
induce the Required Lenders to enter into this Amendment, each Borrower
represents and warrants to each of the Lenders that both before and immediately
after giving effect to this Amendment: (a) no Default or Event of Default has
occurred and is continuing and (b) all of the representations and warranties in
the Credit Agreement and in the other Loan Documents are true and complete in
all material respects on and as of the date hereof as if made on the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date).
SECTION FOUR Reference to and Effect on the Credit Agreement. On and
after the Effective Date, each reference in the Credit Agreement to the
"Agreement," "hereunder," "hereof" or words of like import referring the Credit
Agreement, and each reference in each of the Loan Documents to "the Credit
Agreement," "thereunder," "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment. The Credit Agreement and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or any Agent under any of the Loan Documents, or
constitute a waiver of any provision of any of the Loan Documents.
SECTION FIVE Costs and Expenses. Whether or not the Effective Date
occurs, the Borrowers agree to pay all reasonable costs and expenses of the
Administrative Agents in connection with the preparation, execution and delivery
of this Amendment and the other instruments and documents to be delivered
hereunder, if any (including, without limitation, the reasonable fees and
expenses of Cahill Gordon & Reindel LLP, counsel to the Administrative Agents).
SECTION SIX Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
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SECTION SEVEN Lender Signatures. Each Lender that signs a signature
page to this Amendment shall be deemed to have approved this Amendment and shall
be further deemed for the purposes of the Loan Documents to have approved this
Amendment. Each Lender signatory to this Amendment agrees that such Lender shall
not be entitled to receive a copy of any other Lender's signature page to this
Amendment, but agrees that a copy of such signature page may be delivered to
Borrowers and the Administrative Agents.
SECTION EIGHT Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW PRINCIPLES THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
ASSOCIATED MATERIALS INCORPORATED,
as U.S. Borrower
By:_________________________________
Name:
Title:
GENTEK BUILDING PRODUCTS LIMITED,
as Canadian Borrower
By:_________________________________
Name:
Title:
UBS LOAN FINANCE LLC,
as Lender
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title: