SECOND AMENDMENT
SECOND AMENDMENT, dated as of March 10, 1999 (this "Amendment"), to the
Credit Agreement, dated as of December 4, 1997 (as amended by the First
Amendment and Release thereto, dated as of December 15, 1997 and this Amendment,
and as the same may be further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among AMERICAN BUILDINGS COMPANY, a
Delaware corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties thereto (the "Lenders") and
CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent (in such capacity,
the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
2. Amendment to Subsection 7.6. Subsection 7.6 is hereby amended by
deleting clause (ii) of such subsection in its entirety and inserting in lieu
thereof the following:
(ii) the Borrower may repurchase shares of its common stock so long as no
Default or Event of Default shall have occurred and be continuing or would
result therefrom and so long as the aggregate amount thereof does not
exceed $20,000,000 during the period from the Closing Date until the
Revolving Credit Termination Date.
3. Conditions to Effectiveness. This Amendment shall become effective on
the date on which the following conditions precedent are satisfied (the "Second
Amendment Effective Date"):
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(a) The Borrower, the Subsidiary Guarantors and the Required Lenders
shall have duly executed and delivered this Amendment to the Administrative
Agent.
(b) No Default or Event of Default shall have occurred and be
continuing on such date of or after giving effect to this Amendment.
(c) The representations and warranties made by the Borrower in the
Credit Agreement are true and correct in all material respects on and as of
the date hereof, after giving effect to this Amendment, as if made on and
as of the date hereof.
4. No Other Amendments; Confirmation. Except as expressly amended, modified
and supplemented hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect. The amendments provided for herein are limited
to the specific subsections of the Credit Agreement specified herein and shall
not constitute a consent, waiver or amendment of, or an indication of the
Administrative Agent's or the Lenders' willingness to consent to any action
requiring consent under, any other provisions of the Credit Agreement or the
same subsection for any other date or time period.
5. Expenses. The Borrower agrees to pay and reimburse the Administrative
Agent for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
6. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
AMERICAN BUILDINGS COMPANY
By: /s/___________________________
Title:
CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
By: CIBC XXXXXXXXXXX CORP., as agent
By: /s/___________________________
Title:
CIBC INC., as a Lender
By: CIBC XXXXXXXXXXX CORP., as agent
By: /s/___________________________
Title:
BANKERS TRUST COMPANY, as a Lender
By: /s/___________________________
Title:
FIRST UNION NATIONAL BANK, as a Lender
By: /s/___________________________
Title:
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FLEET CAPITAL CORPORATION, as a Lender
By: /s/___________________________
Title:
SOUTHTRUST BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/___________________________
Title:
SUNTRUST BANK, ATLANTA, as a Lender
By: /s/___________________________
Title:
Acknowledged and consented to by:
ABC TRANSPORTATION COMPANY
ABC BROKERAGE CO.
ABC RESIDENTIAL COMPANY
AMERICAN BUILDINGS COMPANY
INTERNATIONAL, INC.
AMT/XXXXXX CORPORATION
GLOBAL MODULAR, INC.
WINDSOR DOOR, INC.
By: /s/___________________________
Title:
