EXHIBIT 10.1
DIAMOND HOME SERVICES, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank Bank of America National Trust and Savings
Chicago, Illinois Association
Chicago, Illinois
LaSalle National Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
April 20, 1998, as amended by that certain letter agreement dated as of April
23, 1998 (such Credit Agreement as so amended being hereinafter referred to as
the "Credit Agreement"), and currently in effect by and among, Diamond Home
Services, Inc., a Delaware corporation (the "Company"), and you (the "Lenders").
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement.
The Company has requested that the Lenders (i) amend a certain
definition contained in the Credit Agreement and (ii) waive a certain financial
covenant contained in the Credit Agreement, and the Lenders are willing to do so
under the terms and conditions set forth in this Amendment.
1. AMENDMENT.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as follows:
1.01. The portion of the first sentence up to the term "provided" in the
definition of "Applicable Margin" appearing in Section 5.1 of the Credit
Agreement is hereby amended and as so amended shall be restated to read as
follows:
"`Applicable Margin' means, with respect to Loans,
Reimbursement Obligations, and the Revolving Credit Commitment
fees and letter of credit fees payable under Section 2.1
hereof, from the date of this Agreement through the first
Pricing Date the rate per annum specified below: Applicable
Margin for Base Rate Loans and Reimbursement Obligations: 0.75%
Applicable Margin for Eurodollar Loans 2.50%
Applicable Margin for Revolving Credit Commitment fee: 0.375%
Applicable Margin for letter of credit fee: 2.00%"
2. WAIVER.
The Company is currently not in compliance with Section 8.26(a) of the
Credit Agreement (which requires the Company maintain a certain minimum EBITDA)
for its fiscal quarter ending on or about June 30, 1998. In accordance with the
request of the Company, subject to satisfaction of the conditions precedent set
forth in Section 3 below, the Lenders hereby waive compliance with such Section
8.26(a). The foregoing does not waive compliance with Section 8.26(b) or any
other terms, conditions and provisions of the Credit Agreement.
3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to its acceptance by the
Lenders and the Material Subsidiaries in the spaces provided for that purpose
below (the date of such acceptance being hereinafter referred to as the
"Effective Date"). Without limiting the generality of the foregoing, the
modifications to the Credit Agreement effected by this Amendment shall be
effective as of (but not before) the Effective Date.
4. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Company hereby represents to the Lenders that as of the date upon which this
Amendment becomes effective, after giving effect to this Amendment, the Company
is in full compliance with all of the terms and conditions of the Credit
Agreement, as amended hereby, and no Default or Event of Default shall have
occurred and be continuing under the Credit Agreement.
5. MISCELLANEOUS.
5.01. Except as specifically amended herein or waived hereby, the Credit
Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
5.02. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
5.03. The Company agrees to pay all reasonable out-of-pocket costs and
expenses incurred by the Lenders in connection with the preparation, execution
and delivery of this Amendment and the documents and transactions contemplated
hereby, including the reasonable fees and expenses of counsel for the Agent with
respect to the foregoing.
Dated as of August __, 1998.
DIAMOND HOME SERVICES, INC.
By /s/ Diamond Home Services, Inc.
Its
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxxx Trust and Savings Bank
Its Vice President
LASALLE NATIONAL BANK
By /s/ LaSalle National Bank
Its
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(successor by merger to Bank of America Illinois)
By /s/ Bank of America National Trust and
and Savings Association
Its
GUARANTORS' CONSENT
The undersigned, the Material Subsidiaries of the Company, have
heretofore executed and delivered to the Lenders a Guaranty dated April 20, 1998
and hereby consent to the Amendment to the Credit Agreement as set forth above
and confirm that their Guaranty and all of the undersigned's obligations
thereunder remain in full force and effect. The undersigned further agree that
the consent of the undersigned to any further amendments to the Credit Agreement
shall not be required as a result of this consent having been obtained.
DIAMOND ACQUISITION CORP.
By /s/ Diamond Acquisition Corp.
Name
Title
XXXXXX SOUTHEASTERN CORPORATION
By /s/ Xxxxxx Southeastern Corporation
Name
Title
FORELINE SECURITY CORPORATION
By /s/ Foreline Security Corporation
Name
Title
DIAMOND EXTERIORS, INC.
By /s/ Diamond Exteriors, Inc.
Name
Title
ARQUISE FINANCIAL SERVICES, INC.
y /s/ Marquise Financial Services, Inc.
Name
Title
XXXXXX SOUTHEASTERN REALTY, INC.
By /s/ Xxxxxx Southeastern Realty, Inc.
Name
Title
