EXECUTION COPY
FOURTH AMENDMENT AND WAIVER, dated as of January 31, 2000 (this
"Amendment and Waiver") to the Credit Agreement, dated as of January 28, 1998,
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among RELIANT BUILDING PRODUCTS, INC., a Delaware
corporation (the "Borrower"), the several banks and other financial institutions
or entities from time to time parties to the Credit Agreement (the "Lenders"),
CHASE SECURITIES INC., as advisor and arranger (in such capacity, the
"Arranger"), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as
documentation agent (in such capacity, the "Documentation Agent"), and CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION, as administrative agent (in such capacity,
the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Borrower and Lenders are parties to the Credit Agreement;
and
WHEREAS, the Borrower requests that the Lenders waive compliance with
certain financial covenants contained in the Credit Agreement; and
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement as set forth herein; and
WHEREAS, the Lenders are willing to agree to the requested amendment
and waivers, but only upon the terms and conditions contained herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement. Unless
otherwise indicated, all Section and subsection references are to the Credit
Agreement.
II. Waivers to the Credit Agreement
1. Section 7.1(a) (Consolidated Leverage Ratio). The Lenders hereby
waive, for the period from February 1, 2000 to and including February 14, 2000
only, any Default or Event of Default occurring solely because the Borrower
exceeds the maximum Consolidated Leverage Ratio as at the end of the second
fiscal quarter of Fiscal Year 2000 and thereafter (including as at the end of
the third fiscal quarter of Fiscal Year 2000 and thereafter) to and including
February 14, 2000; provided, however, that such waiver shall only be 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.
2. Section 7.1(b) (Consolidated Interest Coverage Ratio). The
Lenders hereby waive, for the period from February 1, 2000 to and including
February 14, 2000 only, any Default or Event of Default occurring solely because
the Borrower does not meet the minimum Consolidated Interest Coverage Ratio for
the period of four consecutive fiscal quarters ended with the second fiscal
quarter of Fiscal Year 2000 and for the period of four consecutive fiscal
quarters ended with the third fiscal quarter of Fiscal Year 2000; provided,
however, that such waiver shall only be 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.
3. Section 7.1(c) (Maintenance of Minimum EBITDA). The Lenders
hereby waive, for the period from February 1, 2000 to and including February 14,
2000 only, any Default or Event of Default occurring solely because the Borrower
does not meet the minimum Consolidated EBITDA for the period of four consecutive
fiscal quarters ended with the second fiscal quarter of Fiscal Year 2000 and for
the period of four consecutive fiscal quarters ended with the third fiscal
quarter of Fiscal Year 2000; provided, however, that such waiver shall only be
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.
4. Nonpayment of Interest on Senior Subordinated Notes. The Lenders
hereby waive, for the period from February 1, 2000 to and including February 14,
2000 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.
III. Amendment of Subsection 5.2(a) (Representations and Warranties).
Subsection 5.2(a) of the Credit Agreement is hereby amended by inserting the
words "Except as disclosed to the Lenders in the information memorandum dated
January 10, 2000," at the beginning of such subsection.
IV. General Provisions
1. Representations and Warranties. On and as of the date hereof and
after giving effect to this Amendment and Waiver, except as disclosed to the
Lenders in the information memorandum dated January 10, 2000, the Borrower
hereby confirms, reaffirms and restates the representations and warranties set
forth in Section 4 of the Credit Agreement mutatis mutandis, and to the extent
that 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
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 Amendment and Waiver.
2. Conditions to Effectiveness. This Amendment and Waiver shall
become effective as of the date hereof upon receipt by the Administrative Agent
of (a) counterparts of this Amendment and Waiver, duly executed and delivered by
the Borrower and the Required Lenders and (b) counterparts of the Acknowledgment
and Consent hereto, duly executed and delivered by Keystone, Inc. and each
Guarantor under the Guarantee and Collateral Agreement.
3. Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The waivers provided
for herein are limited to the specific subsections of the Credit Agreement
specified herein and shall not constitute an amendment or waiver of, or an
indication of the Lenders' willingness to amend or waive, any other provisions
of the Credit Agreement or the same subsections for any other date or time
period (whether or not such other provisions or compliance with such subsections
for another date or time period are affected by the circumstances addressed in
this Amendment and Waiver).
4. Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses incurred in
connection with the preparation and delivery of this Amendment and Waiver,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
5. Counterparts. This Amendment and Waiver may be executed by one or
more of the parties to this Amendment and Waiver 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.
6. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER 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: CFO & Sr. V.P.
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:
Name:
Title:
By:
Name:
Title:
PARIBAS
By: /s/ Larry Robinson
Name: Larry Robinson
Title: Vice President
By: /s/ Scott Clingan
Name: Scott Clingan
Title: Director
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING Capital Advisors, LLC
as Investment Advisor
By: /s/ 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:
Name:
Title:
By:
Name:
Title:
CIBC, INC.
By: /s/ Ihor Zaluckyj
Name: Ihor Zaluckyj
Title: Executive Director
FLEET BUSINESS CREDIT
CORPORATION
By: /s/ H. Michael Wills
Name: H. Michael Wills
Title: Authorized Officer
KEY CORPORATE CAPITAL INC.
By: /s/ Alan J. Ronan
Name: Alan J. Ronan
Title: Designated Signer
KZH CYPRESSTREE-1 LLC
By: /s/ Peter Chin
Name: Peter Chin
Title: Authorized Agent
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Scott H. Page
Name: Scott H. Page
Title: Vice President
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
Each of the undersigned hereby consents to the foregoing Consent and Waiver
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:
RBPI HOLDING CORPORATION
By: /s/ William K. Snyder
Title: V.P.
RELIANT BUILDING PRODUCTS, INC.
By: /s/ William K. Snyder
Title: CFO & Sr. V.P.
RBP OF ARIZONA, INC.
By: /s/ William K. Snyder
Title: V.P.
RBP CUSTOM GLASS, INC.
By: /s/ William K. Snyder
Title: V.P.
RBP OF TEXAS, INC.
By: /s/ William K. Snyder
Title: V.P.
RBP TRANS, INC.
By: /s/ William K. Snyder
Title: V.P.
LEVAN BUILDIERS SUPPLY, INCORPORATED
By: /s/ William K. Snyder
Title: V.P.
TIMBER TECH, INC.
By: /s/ William K. Snyder
Title: V.P.
CFA HOLDING COMPANY
By: /s/ William K. Snyder
Title: V.P.
CARE FREE ALUMINUM PRODUCTS, INC.
By: /s/ William K. Snyder
Title: V.P.
ULTRA BUILDING SYSTEMS, INC.
By: /s/ William K. Snyder
Title: V.P.
ALPINE INDUSTRIES, INC.
By: /s/ William K. Snyder
Title: V.P.
KEYSTONE, INC.
By:
Title: