RELIANT BUILDING PRODUCTS, INC.
3010 LBJ Freeway, Suite 400
Dallas, Texas 75234-7749
(972) 919-1000
Request for Consent
December 20, 1999
Chase Bank of Texas, National
Association, as Administrative Agent,
and each of the Lenders parties to the
Credit Agreement referred to below
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of January 28, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Reliant Building Products, Inc. (the "Company"), the Lenders
parties thereto, Chase Securities Inc., as advisor and arranger, Canadian
Imperial Bank of Commerce, New York Agency, as documentation agent, and Chase
Bank of Texas, National Association, as administrative agent (in such capacity,
the "Administrative Agent"). Capitalized terms used herein without definition
have the meanings assigned to such terms in the Credit Agreement.
The Company intends to complete a restructuring of its capital structure
(the "Restructuring") to be implemented through certain amendments to the Credit
Agreement, an exchange offer and consent solicitation for its outstanding Senior
Subordinated Notes, and a $10,000,000 equity investment by certain entities
related to the controlling shareholders of the Company's parent, RBPI Holding
Corporation.
The Company hereby requests your consent to the execution and delivery by
the Company and the Administrative Agent of an amendment to the Credit Agreement
and related documentation permitting the Company to borrow from time to time
during the period from the date hereof to March 31, 2000 up to $2,000,000 in the
aggregate or such larger amount as may be acceptable to the Administrative Agent
(any such borrowing, an "Over Advance") in excess of the Total Revolving
Extensions of Credit outstanding as of the date hereof, notwithstanding that the
conditions to borrowing set forth in Section 5.2 of the Credit Agreement,
including the Borrowing Base condition, may not be satisfied as of the date of
any such Over Advance (other than that there be no Event of Default under any of
Section 8(a), (f), (i), (j), (k) or (l) in existence), provided that, each such
Over Advance shall be guaranteed in full by Keystone, Inc. and fully supported
by either cash collateral or a letter of credit, in a manner, and pursuant to
documentation, satisfactory in form and substance to the Administrative Agent.
Such guarantee shall in any event provide that the Over Advances shall not be
deemed to be repaid, and Keystone, Inc. will not be entitled to be subrogated to
the rights and interests of the Administrative Agent and the Lenders under the
Credit Agreement, until all amounts owing to the Lenders under the Credit
Agreement, under any Notes and under all other Loan Documents shall have been
paid in full and the Commitments shall have been terminated. Upon the
successful completion of the Restructuring, such guarantee shall be released in
its entirety and Keystone, Inc. shall have no further obligation thereunder,
provided that the Total Revolving Extensions of Credit are then equal to or less
than the Borrowing Base, and provided further that there be no Default or Event
of Default in existence at such time.
If the foregoing is acceptable to you, please indicate your consent by
executing this letter in the space provided below and returning an executed copy
via facsimile to Olivia Carroll at (212) 455-2502 NO LATER THAN MONDAY, DECEMBER
27, 1999.
If you have any questions with respect to the foregoing, please call Buddy
Wuthrich of Chase Bank of Texas, National Association at (214) 965-2578. Thank
you for your cooperation.
RELIANT BUILDING PRODUCTS, INC.
By: /s/ C.W. Gilmore
----------------
Title: Treasurer
Agreed to:
Chase Bank of Texas
- -------------------
(Name of Lender)
By: /s/ B.B. Wuthrich
-----------------
Title: Vice President
Agreed to:
Bank Boston, N.A.
- -------------------
(Name of Lender)
By: /s/ C.B. Moore
-----------------
Title: Vice President
Agreed to:
KZH CYPRESSTREE-1 LLC
- -------------------
(Name of Lender)
By: /s/ Peter Chin
-----------------
Title: Authorized Agent
Agreed to:
PARIBAS
- -------------------
(Name of Lender)
By: /s/ Larry Robinson
-----------------
Title: Vice President
Agreed to:
VAN KAMPEN CLO II, LIMITED
- -------------------
(Name of Lender)
By: /s/ Darvin D. Pierce
-----------------
Title: Vice President
Agreed to:
VAN KAMPEN
PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
- -------------------
(Name of Lender)
By: /s/ Darvin D. Pierce
-----------------
Title: Vice President
Agreed to:
CANADIAN IMPERIAL BANK OF COMMERCE
- -------------------
(Name of Lender)
By: /s/
-----------------
Title: Authorized Agent
Agreed to:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
As Investment Advisor
- -------------------
(Name of Lender)
By: /s/ Barbara Campbell
-----------------
Title: Vice President