EXECUTION COPY
FIFTH AMENDMENT AND WAIVER, dated as of February 8, 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 consent to
amendment of certain financial covenant levels contained in the Credit
Agreement; and
WHEREAS, the Borrower has requested that the Lenders amend certain
other provisions contained in the Credit Agreement; and
WHEREAS, the Lenders are willing to agree to the requested amendments
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 2.15 (Interest Rates and Payment Dates). The Lenders
hereby waive, through the earlier of (i) March 20, 2000 and (ii) the Fifth
Amendment Effective Date (as defined below) only, any Default or Event of
Default occurring solely due to the nonpayment of interest due with respect to
the Loans in accordance with the terms of the Credit Agreement; 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(a) (Consolidated Leverage Ratio). The Lenders hereby
waive, for the period from February 15, 2000 to and including the Waiver
Termination Date (as defined below) 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 the Waiver Termination Date; 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(b) (Consolidated Interest Coverage Ratio). The
Lenders hereby waive, for the period from February 15, 2000 to and including the
Waiver Termination Date (as defined below) 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.
4. Section 7.1(c) (Maintenance of Minimum EBITDA). The Lenders
hereby waive, for the period from February 15, 2000 to and including the Waiver
Termination Date (as defined below) 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.
5. Nonpayment of Interest on Senior Subordinated Notes. The Lenders
hereby waive, for the period from February 15, 2000 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.
6. "Waiver Termination Date" means March 31, 2000.
III. Amendments to the Credit Agreement
1. Amendment of Section 1.1 (Definitions). Section 1.1 is hereby
amended as follows:
(a) by amending and restating the following definitions appearing
therein to read in their respective entireties as follows:
"'Borrowing Base': at any date, the amount of the then most recent
computation of the Borrowing Base, determined by calculating the amount equal
to:
(a) 85% of the Net Amount of Eligible Receivables at such date;
plus
(b) 50% of the amount of Eligible Inventory at said date, calculated at the
lower of cost (determined on a FIFO basis) or market less the Slow Moving
Reserve then in effect; provided that in no event shall the portion of the
Borrowing Base attributable to Eligible Inventory exceed 50% of the Borrowing
Base;
plus
(c) until the restructuring of the Senior Subordinated Notes contemplated by
the Fifth Amendment and Waiver, dated as of February 8, 2000, to this Agreement
is completed, the amount determined by the Administrative Agent from time to
time equal to the value of the collateral on deposit in the Cash Collateral
Account maintained under the Cash Collateral Agreement dated as of January 3,
2000 by Keystone, Inc. in favor of the Administrative Agent, provided that such
amount shall not be greater than $2,000,000 or such larger amount as may be
acceptable to the Administrative Agent.
The Borrowing Base will be computed hereunder on a monthly basis (based on all
information reasonably available to the Administrative Agent, including without
limitation, the periodic reports and listings delivered to the Administrative
Agent in accordance with Section 6.2(c)), and a monthly Borrowing Base
Certificate from a Responsible Officer of the Borrower presenting the Borrower's
computation of the Borrowing Base will be periodically delivered to the
Administrative Agent in accordance with Section 6.2(d)."
"'Consolidated EBITDA': for any period, Consolidated Net Income for such
period plus, without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
tax expense, (b) interest expense, amortization or writeoff of debt discount and
debt issuance costs and commissions, discounts and other fees and charges
associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, (e) to the extent deducted in
determining such Consolidated Net Income, expenses relating to payments pursuant
to the George Group Consulting Agreements, not to exceed $3,500,000, in any
fiscal year of the Borrower, (f) to the extent deducted in determining such
Consolidated Net Income, cash expenses relating to the planned closure and
consolidation referred to in the Confidential Information Memorandum of certain
facilities of the Borrower, not to exceed $3,500,000 in the aggregate, (g) any
extraordinary, unusual or non-recurring expenses or losses (including, whether
or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, losses on sales of assets outside of
the ordinary course of business), (h) any other non-cash charges, (i) any charge
or expense incurred in connection with the acquisition or start-up of any sales
program at any Lowe's store or group of Lowe's stores,( including, without
limitation, the purchase of remaining inventory of other manufacturers), not to
exceed $6,000,000 in the aggregate, (j) in the case of any period which includes
the second, third or fourth fiscal quarter of Fiscal Year 2000 up to $2,900,000
in product development costs written off in such fiscal quarters in respect of
product development undertaken prior thereto, (k) in the case of any period
which includes the third or fourth fiscal quarter of Fiscal Year 2000, the costs
incurred in connection with the Second Amendment and Waiver to this Agreement
and the transactions contemplated thereby, including costs incurred in
connection with the restructuring of Indebtedness contemplated thereby and (l)
any expenses incurred on or after April 4, 1998 for year 2000 remediation
programs and implementation of management information system proposals made by
J. D. Edwards, not to exceed $4,000,000 in the aggregate, and minus, to the
extent included in the statement of such Consolidated Net Income for such
period, the sum of (a) interest income, (b) any extraordinary, unusual or
non-recurring income or gains (including, whether or not otherwise includable as
a separate item in the statement of such Consolidated Net Income for such
period, gains on the sales of assets outside of the ordinary course of business)
and (c) any other non-cash income, all as determined on a consolidated basis."
"'Consolidated Interest Expense': for any period, total interest expense
(including that attributable to Capital Lease Obligations) of the Borrower and
its Subsidiaries for such period with respect to all outstanding Indebtedness of
the Borrower and its Subsidiaries (including, without limitation, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and net costs under Interest Rate
Protection Agreements to the extent such net costs are allocable to such period
in accordance with GAAP) but excluding (a) amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans) and (b) any such
interest expense in respect of the Senior Subordinated Notes that may be payable
and is paid by the issuance of additional Senior Subordinated Notes."
(b) by adding thereto the following definition in the appropriate
alphabetical order:
"'Fifth Amendment Effective Date': as defined in the Fifth Amendment and
Waiver to this Agreement."
2. Amendment of Section 2.3(a) (Repayment of Terms Loans). Section
2.3(a) of the Credit Agreement is hereby amended by deleting the table in such
Section and substituting in lieu thereof the following table:
Installment Principal Amount
June 30, 1999 $666,667
September 30, 1999 666,667
December 31, 1999 666,666
March 31, 2000 0
June 30, 2000 0
September 30, 2000 0
December 31, 2000 0
March 31, 2001 0
June 30, 2001 0
September 30, 2001 2,500,000
December 31, 2001 2,500,000
March 31, 2002 2,500,000
June 30, 2002 3,500,000
September 30, 2002 3,500,000
December 31, 2002 3,500,000
March 31, 2003 3,500,000
June 30, 2003 3,500,000
September 30, 2003 3,500,000
December 31, 2003 9,500,000
3. Amendment of Section 2.11 (Optional Prepayments). Section 2.11
of the Credit Agreement is hereby amended as follows:
(a) by inserting "(a)" at the beginning of such Section;
(b) by inserting the parenthetical "(except as provided in paragraph
(b) of this Section 2.11)" after the phrase "without premium or penalty" in the
first sentence of such Section; and
(c) by adding thereto a new paragraph (b) to read as follows:
"(b) If at any time during any period set forth below the Term Loans shall
be paid or prepaid and the Revolving Credit Commitments optionally or
mandatorily terminated and the Revolving Extensions of Credit paid or prepaid or
otherwise discharged, the Borrower shall pay to each Lender a prepayment premium
equal to the percentage set forth below opposite such period of the sum of the
aggregate principal amount of the Term Loans of such Lender and the Revolving
Credit Commitment of such Lender in each case as in effect on the Fifth
Amendment Effective Date:
Period Percentage
4th Quarter Fiscal Year 2000- 1.0%
4th Quarter Fiscal Year 2002
1st Quarter Fiscal Year 2003- 1.5%
4th Quarter Fiscal Year 2003
1st Quarter Fiscal Year 2004- 2.0%
4th Quarter Fiscal Year 2004
Any such prepayment premium shall be paid to the Administrative Agent for
distribution to such Lender on the date of such payment or prepayment and such
termination."
4. Amendment of Section 5.2 (Representations and Warranties).
Section 5.2 of the Credit Agreement is hereby amended by deleting paragraph (a)
of such Section in its entirety and substituting in lieu thereof the following:
"(a) Representations and Warranties. Except as disclosed to the Lenders in
the information memorandum dated January 10, 2000 and subsequent information
delivered to the Lenders in connection with the January 27, 2000 conference
call, each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents shall be true and correct on and as of such date
as if made on and as of such date (and, in the case of such initial extension of
credit, after giving effect to the Acquisition and the financing thereof
pursuant hereto)."
5. Amendment of Section 6.1 (Financial Statements). Section 6.1
of the Credit Agreement is hereby amended as follows:
(a) by deleting the word "and" appearing at the end of paragraph (b)
of such Section;
(b) by deleting paragraph (c) of such Section in its entirety and
substituting in lieu thereof the following:
"(c) as soon as available, but in any event not later than 30 days after
the end of each month occurring during each fiscal year of the Borrower (other
than the third, sixth, ninth and twelfth such month), the unaudited consolidated
balance sheets of the Borrower and its Subsidiaries as at the end of such month
and the related unaudited consolidated statements of income and of cash flows
for such month and the portion of the fiscal year through the end of such month,
setting forth in each case in comparative form (i) the figures for the previous
year and (ii) the figures for such period contained in the projections provided
by the Borrower pursuant to paragraph (d) of this Section 6.1, in each case
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments). In addition, the
Borrower agrees that it shall, as soon as practicable, but in any event not less
than 5 days after the delivery of the financial statements pursuant to this
paragraph, participate in a telephone call with the Administrative Agent in
order to discuss such financial statements and such other matters regarding the
Borrower's business as the Administrative Agent shall reasonably request; and";
and
(c) by inserting the following new paragraph (d) at the end of such
Section to read as follows:
"(d) as soon as available, but in any event not later than 30 days after
the end of each fiscal year of the Borrower, for each month of the next
succeeding fiscal year of the Borrower, a copy of the projected consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such month
and the related projected consolidated statements of income and of cash flows
for such month."
6. Amendment of Section 7.1(a) (Consolidated Leverage Ratio).
Section 7.1(a) of the Credit Agreement is hereby amended by deleting such
Section in its entirety and substituting in lieu thereof the following:
"(a) Intentionally Omitted."
7. Amendment of Section 7.1(b) (Consolidated Interest Coverage
Ratio). Section 7.1(b) of the Credit Agreement is hereby amended by deleting
such Section in its entirety and substituting in lieu thereof the following:
"(b) Consolidated Interest Coverage Ratio. Permit Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Borrower ending during any period set forth below to be less than the ratio
set forth below opposite such period:
Consolidated Interest
Period Coverage Ratio
3rd Quarter Fiscal Year 2000- .45:1.0
2nd Quarter Fiscal Year 2001
3rd Quarter Fiscal Year 2001- 1.40:1.0
4th Quarter Fiscal Year 2001
1st Quarter Fiscal Year 2002- 1.60:1.0
2nd Quarter Fiscal Year 2002
3rd Quarter Fiscal Year 2002- 1.80:1.0
4th Quarter Fiscal Year 2002
1st Quarter Fiscal Year 2003- 2.00:1.0
Each Fiscal Quarter Thereafter
8. Amendment of Section 7.1(c) (Maintenance of Minimum EBITDA).
Section 7.1(c) is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
"(c) Maintenance of Minimum EBITDA. Permit Consolidated EBITDA for
any period of four consecutive fiscal quarters of the Borrower ending during any
period set forth below to be less than the amount set forth below opposite such
period:
Period Consolidated EBITDA
3rd Quarter Fiscal Year 2000- $5,500,000
1st Quarter Fiscal Year 2001
2nd Quarter Fiscal Year 2001 $6,500,000
3rd Quarter Fiscal Year 2001- $16,500,000
4th Quarter Fiscal Year 2001
1st Quarter Fiscal Year 2002- $20,000,000
2nd Quarter Fiscal Year 2002
3rd Quarter Fiscal Year 2002- $22,000,000
4th Quarter Fiscal Year 2002
1st Quarter Fiscal Year 2003- $25,000,000
4th Quarter Fiscal Year 2003
Each Fiscal Quarter Thereafter $28,000,000
9. Amendment of Section 7.2 (Limitation on Indebtedness). Section
7.2 of the Credit Agreement is hereby amended by deleting clause (i) of
paragraph (g) thereof in its entirety and substituting in lieu thereof the
following:
"(i) Indebtedness of the Borrower in respect of the Senior Subordinated
Notes in an aggregate principal amount not to exceed $25,000,000 (including
$7,500,000 held by the Control Group) plus the aggregate amount of interest
expense in respect of the Senior Subordinated Notes which is paid by the
issuance of additional Senior Subordinated Notes through May 1, 2002, in
accordance with the terms of the restructuring of the Senior Subordinated Notes
contemplated by the Fifth Amendment and Waiver, dated as of February 8, 2000"
10. Amendment of Section 7.9 (Limitation on Optional Payments and
Modifications of Debt Instruments, etc.). Section 7.9 of the Credit Agreement
is hereby amended by deleting such Section in its entirety and substituting in
lieu thereof the following:
"7.9 Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make or offer to make any payment, prepayment,
repurchase or redemption of or otherwise defease or segregate funds with respect
to the Senior Subordinated Notes or any other Subordinated Indebtedness (other
than scheduled interest payments required to be made in cash and other than
repurchasings or redemptions in exchange for Capital Stock of Holdings), (b)
amend, modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the Senior
Subordinated Notes or any other Subordinated Indebtedness (other than any such
amendment, modification, waiver or other change which (x) (i) would extend the
maturity or reduce the amount of any payment of principal thereof or which would
reduce the rate or extend the date for payment of interest thereon and (ii)
involves the payment of a consent fee of no greater than $30 per $1000 of
principal amount of such Indebtedness or (y) is made in connection with the
restructuring thereof contemplated by the Fifth Amendment and Waiver, dated as
of February 8, 2000, to this Agreement), (c) designate any Indebtedness as
"Designated Senior Indebtedness" for the purposes of the Senior Subordinated
Note Indenture or (d) amend its certificate of incorporation in any manner
determined by the Administrative Agent to be adverse to the Lenders without the
prior written consent of the Required Lenders."
11. Amendment of Annex A (Pricing Grid). Annex A is hereby amended
by deleting the Pricing Grid contained therein and replacing it with the Pricing
Grid attached as Schedule I hereto. Interest and commitment fees accrued prior
to the Fifth Amendment Effective Date and payable thereafter shall be payable
for such period based on the Pricing Grid in effect prior to the Fifth Amendment
Effective Date, and interest and commitment fees accrued thereafter shall be
payable based on the Pricing Grid as amended hereby.
III. 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 and subsequent
information delivered to the Lenders in connection with the January 27, 2000
conference call, 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 of Section II of this Amendment and
Waiver. The waivers contained in Section II of this Amendment and Waiver shall
become effective as of the date on which the following conditions precedent have
been satisfied or waived:
(a) The Administrative Agent shall have received counterparts of this
Amendment and Waiver, duly executed and delivered by the Borrower and the
requisite Lenders; and
(b) Keystone, Inc. and each Guarantor under the Guarantee and
Collateral Agreement shall have consented to this Amendment and Waiver.
3. Conditions to Effectiveness of Section III of this Amendment and
Waiver. The amendments contained in Section III of this Amendment and Waiver
shall become effective as of the date (the "Fifth Amendment Effective Date") on
which all of the following conditions precedent have been satisfied or waived:
(a) The Administrative Agent shall have received counterparts of this
Amendment and Waiver, duly executed and delivered by the Borrower and the
requisite Lenders;
(b) Keystone, Inc. and each Guarantor under the Guarantee and
Collateral Agreement shall have consented to this Amendment and Waiver;
(c) The Control Group shall have advanced $12,500,000 to the Borrower
in the form of either equity or debt that is subordinated to the Obligations, in
a manner reasonably satisfactory to the Administrative Agent and the Required
Lenders; and
(d) The Senior Subordinated Notes and Indebtedness of Holdings shall
have been restructured upon terms and conditions reasonably satisfactory to the
Control Group and substantially as set forth in the attached term sheet.
The Lenders parties hereto agree that no mandatory prepayment shall be required
as a result of any of the transactions referred to in paragraphs (c) and (d) of
this Section 3.
4. Continuing Effect; No Other Amendments. (a) 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 amendments and
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).
(b) The parties hereto acknowledge and agree that to the extent that
any provisions of this Amendment and Waiver are inconsistent with the provisions
of the Second Amendment and Waiver, dated as of October 1, 1999, to the Credit
Agreement, this Amendment and Waiver shall control.
5. 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.
6. 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.
7. 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: /s/ Anthony D. Healey
Name: Anthony D. Healey
Title: Vice President
BALANCED HIGH YIELD FUND I
BY BHF (USA) Capital Corporation acting as
Attorney-in-fact
By: /s/ Jeffrey Frost
Name: Jeffrey Frost
Title: Vice President
By: /s/ Dana L. McDougall
Name: Dana L. McDougall
Title: Vice President
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: /s/ Jeffrey Frost
Name: Jeffrey Frost
Title: Vice President
By: /s/ Dana L. McDougall
Name: Dana L. McDougall
Title: Vice President
CIBC, INC.
By: /s/ Ihor Zaluckyj
Name: Ihor Zaluckyj
Title: Executive Director
FLEET BUSINESS CREDIT
CORPORATION
Dba Sanwa Business Credit Corporation
By: /s/ J. Cameron Terry
Name: J. Cameron Terry
Title: SVP
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/ Payson F. Swaffield
Name: Payson F. Swaffield
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/s Darvin D. Pierce
Name: Darvin D. Pierce
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Richard J. Mikes
Name: Richard J. Mikes
Title: Vice President
Schedule 1 to the
Fifth Amendment and Waiver
Annex A
PRICING GRID
Consolidated Leverage Tranche A Tranche A Tranche B Tranche B Commit-
Ratio Term Loan and and Revolving Term Loan Term Loan ment Fee
Revolving Credit Credit Facility Applicable Applicable Rate
Facility Applicable Margin Margin - Bsse
Applicable Margin - Base Eurodollar Rate Loans
Margin - Rate Loans Loans
Eurodollar Loans
- ------------------------------ -----------------------------------------------------------------------------
Greater than 7.5 3.25% 3.25% 3.50% 3.50% .500%
To 1
Less than or 3.00% 3.00% 3.25% 3.25% .500%
equal to 7.5 to 1
but greater than
6.5 to 1
Less than or 2.50% 2.50% 2.75% 2.75% .500%
equal to 6.5 to 1
but greater than
5.5 to 1
Less than or 2.25% 2.25% 2.50% 2.50% .500%
equal to 5.5 to 1
but greater than
4.5 to 1
Less than or 2.00% 2.00% 2.25% 2.25% .500%
equal to 4.5 to 1
but greater than
4.0 to 1
Less than or 1.75% 1.75% 2.00% 2.00% .375%
equal to 4.0 to 1
but greater than
3.5 to 1
Less than or 1.50% 1.50% 2.00% 2.00% .375%
equal to 3.5 to 1
but greater than
3.0 to 1
Less than or 1.25% 1.25% 2.00% 2.00% .250%
equal to 3.0 to 1
============================== =============================================================================
Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall
become effective on the Fifth Amendment Effective Date and shall remain in
effect until the next change to be effected pursuant to this paragraph. The
Consolidated Leverage Ratio immediately in effect is deemed to be greater than
7.5 to 1.0. Satisfactory financial statements must be delivered to the Lenders
pursuant to Section 6.1 not later than the 40th day after the end of each of the
first three quarterly periods of each fiscal year or the 90th day after the end
of each fiscal year. If any financial statements referred to above are not
delivered within the time periods specified above, then, until such financial
statements are delivered, the Consolidated Leverage Ratio as at the end of the
fiscal period that would have been covered thereby shall for the purposes of
this definition be deemed to be greater than 7.5 to 1.0. In addition, at all
times while an Event of Default or Default shall have occurred and be
continuing, the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than 7.5 to 1.0. Each determination of the
Consolidated Leverage Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower ending
at the end of the period covered by the relevant financial statements.
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby consents to the foregoing Amendment 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 and Waiver:
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: