EXECUTION COPY
CONSENT AND WAIVER
CONSENT AND WAIVER, dated as of November 15, 1999 (this "Consent") to the
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Second Amendment and Waiver, dated as of October 1, 1999 (the "Second Amendment
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and Waiver"), to the Credit Agreement, dated as of January 28, 1998, (as
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amended, supplemented or otherwise modified from time to time, the "Credit
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Agreement") among RELIANT BUILDING PRODUCTS, INC., a Delaware corporation (the
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"Borrower"), the several banks and other financial institutions or entities from
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time to time parties to the Credit Agreement (the "Lenders"), CHASE SECURITIES
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INC., as advisor and arranger (in such capacity, the "Arranger"), CANADIAN
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IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as documentation agent (in such
capacity, the "Documentation Agent"), and CHASE BANK OF TEXAS, NATIONAL
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ASSOCIATION, as administrative agent (in such capacity, the "Administrative
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Agent").
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W I T N E S S E T H :
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WHEREAS, the Borrower and Lenders are parties to the Credit Agreement;
WHEREAS, the Borrower and Lenders have entered into the Second Amendment
and Waiver, pursuant to which the Lenders have agreed to waive compliance with
certain financial covenants contained in the Credit Agreement through the Waiver
Termination Date (as defined in the Second Amendment and Waiver);
WHEREAS, the Borrower entered into an understanding with the holders of the
Senior Subordinated Notes on October 31, 1999, pursuant to which the Senior
Subordinated Notes will be restructured, and such understanding has been
documented in a letter agreement, dated as of November 1, 1999 (the
"Restructuring Agreement");
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WHEREAS, the Borrower has requested that the Lenders consent to the
extension of the Waiver Termination Date from November 16, 1999 to January 31,
2000, the date by which it reasonably expects to complete the restructuring of
the Senior Subordinated Notes pursuant to the Restructuring Agreement; and
WHEREAS, the Lenders are willing to consent to such requested extension of the
Waiver Termination Date, but only upon the terms and conditions contained
herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
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I. Defined Terms. Unless otherwise defined herein, terms defined in the
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Credit Agreement shall have such meanings when used herein.
II. Consent. The Lenders hereby consent to the extension of the Waiver
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Termination Date (as defined in the Second Amendment and Waiver) to no later
than January 31, 2000; provided, however, that such consent shall only be
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effective for so long as no interest is paid on or after the date hereof by the
Borrower in respect of the Senior Subordinated Notes; and provided further, that
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in no event shall the Waiver Termination Date extend beyond (i) the last day of
the third fiscal quarter of Fiscal Year 2000, if the Borrower does not meet the
financial covenants as set forth in the Second Amendment and Waiver for the
period of four fiscal quarters of the Borrower ending on the last day of the
third fiscal quarter of Fiscal Year 2000, notwithstanding the fact that the
Second Amendment Effective Date shall not have occurred, or (ii) the date upon
which the Restructuring Agreement shall cease to be in effect (it being
understood that this Consent is not conditioned upon the Control Group having
advanced $10,000,000 to the Borrower (such advance being a condition to
effectiveness of the Second Amendment and Waiver)).
III. Waiver to the Credit Agreement. The Lenders hereby waive, for the
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period from the Effective Date to and including the Waiver Termination Date
only, any Default or Event of Default occurring solely due to the nonpayment of
interest by the Borrower with respect to the Senior Subordinated Notes.
IV. General Provisions.
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1. Representations and Warranties. On and as of the date hereof and after
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giving effect to this Consent, the Borrower hereby confirms, reaffirms and
restates the representations and warranties set forth in paragraph 1 of Section
III of the Second Amendment and Waiver mutatis mutandis, and to the extent that
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such representations and warranties expressly relate to a specific earlier date
in which case the Borrower hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date, provided that the
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references to the Credit Agreement in such representations and warranties shall
be deemed to refer to the Credit Agreement as amended prior to the date hereof
and pursuant to this Consent.
2. Conditions to Effectiveness. This Consent shall become effective as of
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the date (the "Effective Date") on which the following conditions precedent have
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been satisfied or waived:
(a) The Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by the Borrower and the Required Lenders;
and
(b) Each Guarantor under the Guarantee and Collateral Agreement shall have
acknowledged and consented to this Consent.
4. Continuing Effect; No Other Amendments. This Consent shall not constitute
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a waiver, amendment or modification of any other provision of the Credit
Agreement or the Second Amendment and Waiver not expressly referred to herein
and shall not be construed as a waiver or consent to any further or future
action on the part of the Borrower that would require a waiver or consent of the
Lenders or the Administrative Agent. Except as expressly modified hereby, the
provisions of the Credit Agreement and the Second Amendment and Waiver are and
shall remain in full force and effect.
5. Expenses. The Borrower agrees to pay and reimburse the Administrative
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Agent for all its reasonable costs and expenses incurred in connection with the
preparation and delivery of this Consent, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent.
6. Counterparts. This Consent may be executed by one or more of the
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parties to this Consent on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
7. GOVERNING LAW. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE
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PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
RELIANT BUILDING PRODUCTS, INC.
By: /S/ William K. Snyder
Name: William K. Snyder
Title: Senior Vice President, CFO
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent,
Swing Line Lender, Issuing Lender
and as a Lender
By: /s/ B.B. Wuthrich
Name: B.B. Wuthrich
Title: Vice President
BANKBOSTON, N.A.
By:
Name:
Title:
BALANCED HIGH YIELD FUND I
by BHF (USA) Capital Corporation acting as
attorney-in-fact
By: /s/ Heidimarie E. Skor
Name: Heidimarie E. Skor
Title: Managing Director
By: /s/ Jeffrey Frost
Name: Jeffrey Frost
Title: Vice President
PARIBAS
By: /s/ Larry Robinson
Name: Larry Robinson
Title: Vice President
By: /s/ Rosine K. Matthews
Name: Rosine K. Matthews
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS,
LDC
By: ING Capital Advisors, LLC
as Investment Advisor
By: Kurt Wegleitner
Name: Kurt Wegleitner
Title: Vice President
NORTHERN LIFE INSURANCE COMPANY
By: ING Capital Advisors, LLC
as Investment Advisor
By: /s/ Kurt Wegleitner
Name: Kurt Wegleitner
Title: Vice President
BHF (USA) CAPITAL CORPORATION
By: /s/ Jeffrey Frost
Name: Jeffrey Frost
Title: Vice President
By: /s/ Don Dobrjansky
Name: Son Dobrjansky
Title: Assistant Vice President
CIBC, INC.
By: /s/ Stephanie E. DeVane
Name: Stephanie E. DeVane
Title: Executive Director
FLEET BUSINESS CREDIT CORPORATION
F/k/a Sanwa Business Credit Corporation
By:
Name:
Title:
KEY CORPORATE CAPITAL INC.
By: /s/ Virginia Conway
Name: Virginia Conway
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By:
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By:
Name:
Title:
VAN KAMPEN CLO II, LIMITED
By: VAN KAMPEN MANAGEMENT INC., as
Collateral Manager
By: /s/ Darvin D. Pierce
Name: Darvin D. Pierce
Title: Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Darvin D. Pierce
Name: Darvin D. Pierce
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
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Each of the undersigned hereby consents to the foregoing Amendment and
hereby confirms, reaffirms and restates that its obligations under or in respect
of the Credit Agreement and the documents related thereto to which it is a party
are and shall remain in full force and effect after giving effect to the
foregoing Amendment and agrees and confirms, in the case of RBP Fenesco, Inc.,
that it is a party to the Guarantee and Collateral Agreement as a Grantor
thereunder:
RBPI HOLDING CORPORATION
By: /s/ William K. Snyder
Title: Vice President
RBP OF ARIZONA, INC.
By: /s/ William K. Snyder
Title: Vice President
RBP CUSTOM GLASS, INC.
By: /s/ William K. Snyder
Title: Vice President
RBP OF TEXAS, INC.
By: /s/ William K. Snyder
Title: Vice President
RBP TRANS, INC.
By: /s/ William K. Snyder
Title: Vice President
RBP FENESCO, INC.
By: /s/ William K. Snyder
Title: Vice President
LEVAN BUILDIERS SUPPLY, INCORPORATED
By: /s/ William K. Snyder
Title: Vice President
TIMBER TECH, INC.
By: /s/ William K. Snyder
Title: Vice President
CFA HOLDING COMPANY
By: /s/ William K. Snyder
Title: Vice President
CARE FREE ALUMINUM PRODUCTS, INC.
By: /s/ William K. Snyder
Title: Vice President
ULTRA BUILDING SYSTEMS, INC.
By: /s/ William K. Snyder
Title: Vice President
ALPINE INDUSTRIES, INC.
By: /s/ William K. Snyder
Title: Vice President