EXHIBIT 10.19.1
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XXXXXXX XXXXXX BUILDING PRODUCTS, INC.
FIRST AMENDMENT
Dated as of January 15, 1997
Re:
NOTE PURCHASE AGREEMENTS DATED AS OF APRIL 1, 1996
$50,000,000 Senior Notes
$10,000,000 6.79% Senior Notes due April 15, 2001
$15,000,000 6.79% Senior Notes due April 15, 2002
$10,000,000 7.21% Senior Notes due April 15, 2003
$15,000,000 7.61% Senior Notes due April 15, 2006
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XXXXXXX XXXXXX BUILDING PRODUCTS, INC.
00000 XXXXX XXXX
XXXXXX, XXXXX 00000
FIRST AMENDMENT
Dated as of
January 15, 1997
Re: NOTE PURCHASE AGREEMENTS DATED AS OF APRIL 1, 1996
To each Holder named in Schedule I
hereto which is a signatory of this
First Amendment
Ladies and Gentlemen:
The undersigned, XXXXXXX XXXXXX BUILDING PRODUCTS, INC., a Georgia
corporation (the "COMPANY"), hereby agrees with you as follows:
SECTION 1. INTRODUCTION.
Reference is made to the separate Note Purchase Agreements, each dated as
of April 1, 1996 (the "ORIGINAL NOTE AGREEMENTS"), between the Company and each
of the respective Purchasers named in Schedule A thereto. Unless otherwise
herein defined or the context hereof otherwise requires, the capitalized terms
in this First Amendment shall have the respective meanings specified in the
Original Note Agreements. The Original Note Agreements, as amended by this
First Amendment, are herein referred to as the "NOTE AGREEMENTS."
The Company intends to increase its available bank financing by entering
into that certain Credit Agreement dated as of January 29, 1997 (the "BANK
CREDIT AGREEMENT") with, among others, Nationsbank of Texas, National
Association, as Agent, in order to, among other things, provide financing for
the acquisition (the "CANADIAN ACQUISITION") of the assets of a Canadian
corporation through a newly formed Canadian Subsidiary, Xxxxxxx Xxxxxx Canada,
Inc. ("CA CANADA"). Due to the effect of the additional Indebtedness of the
Company and its Subsidiaries to be incurred in connection with the Bank Credit
Agreement and the Canadian Acquisition on certain financial covenants in the
Original Note Agreements, the Company has requested that the Original Note
Agreements be amended in the respects, but only in the respects, hereinafter set
forth, and, by your execution hereof, you hereby agree that the Original Note
Agreements be amended by this First
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
Amendment. Pursuant to Section 17.1 of the Original Note Agreements, the
Required Holders (as defined in the Original Note Agreements) must consent to
such amendments. Since you are the holders of the outstanding Notes of the
Series and in the principal amounts set forth on Schedule I hereto, the
Company hereby requests that you accept the amendments set forth below.
SECTION 2. REPRESENTATIONS OF THE COMPANY.
The Company hereby represents and warrants that, after giving effect to
this First Amendment and the transactions contemplated hereby, no Default or
Event of Default has occurred and is continuing.
SECTION 3. AMENDMENTS.
SECTION 3.1. AMENDMENTS TO SECTION 10.3. (a) Section 10.3(b) of the
Original Note Agreements is hereby amended by deleting the word "and" at the end
of clause (vii) thereof, renumbering clause (viii) as clause (ix), inserting the
phrase "and clause (viii)," immediately prior to the word "provided" in the
third line of new clause (ix) and inserting a new clause (viii) immediately
after clause (vii) to read in its entirety as follows:
"(viii) Debt of CA Canada in an aggregate principal amount of up to
$25,000,000 owing under the Bank Credit Agreement, and"
(b) The proviso at the end of Section 10.3(b) of the Original Note
Agreements is hereby amended by replacing the reference therein to "15%" with
the phrase "(i) during the period from January 1, 1997 to and including June 30,
1998, 22% and (ii) at all times after June 30, 1998, 15%,".
Section 3.2. Amendments to Schedule B;. (a) Schedule B to the
Original Note Agreements is hereby amended by adding the following
definitions in alphabetical order:
"BANK CREDIT AGREEMENT" shall mean that certain Credit Agreement dated
as of January 29, 1997 among the Company, CA Canada, Nationsbank of Texas,
National Association, as Agent, ABN AMRO Bank, N.V., as Co-Agent,
Nationsbank of Texas, National Association, as Issuing Bank, CIBC, Inc., as
Canadian Agent, CIBC, as Canadian Issuing Bank, and each Lender defined
therein, as in effect on January 29, 1997.
"CA CANADA" shall mean Xxxxxxx Xxxxxx Canada, Inc., a Canadian
corporation and Wholly-owned Subsidiary of the Company.
(b) Schedule B to the Original Note Agreements is hereby amended by
restating the definition of "Credit Agreement Guaranties" to read in its
entirety as follows:
"CREDIT AGREEMENT GUARANTIES" shall mean the Guaranties by the
Guarantors of the obligations of the Company under the Bank Credit
Agreement.
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
SECTION 4. DESIGNATION OF RESTRICTED SUBSIDIARY.
Immediately upon CA Canada becoming a Subsidiary, the Company hereby
designates it a Restricted Subsidiary under the Note Agreements and each of you,
by your signature below, hereby agrees that this Section 4 shall constitute
written notice of such designation pursuant to Section 18 of the Note
Agreements.
SECTION 5. CONDITIONS PRECEDENT.
The effectiveness of this First Amendment shall be subject to the
fulfillment by the Company of the following conditions precedent:
SECTION 5.1. CONSENT. The Company shall have obtained the written
consent of the Requisite Holders, as evidenced by their signatures at the foot
of this First Amendment.
SECTION 5.2. CERTIFIED COPY OF BANK CREDIT AGREEMENT. The Company shall
have delivered to Xxxxxxx and Xxxxxx, your special counsel, a photocopy of the
fully executed Bank Credit Agreement certified as authentic by an officer of the
Company.
SECTION 5.3. AMENDMENT FEE. Each of the holders of the Notes shall have
received the fee set forth opposite its name below (an "AMENDMENT FEE"), which
fee shall be paid by bank wire transfer pursuant to the wiring instructions in
Schedule I of the Note Agreements:
NOTEHOLDER AMENDMENT
FEE
Principal Mutual Life Insurance Company $10,000
The Canada Life Insurance Company 1,200
Canada Life Insurance Company of America 800
Northwestern National Life Insurance Company 1,200
Northern Life Insurance Company 1,200
United Services Life Insurance Company 1,600
Nationwide Life Insurance Company 3,200
Nationwide Life and Annuity Insurance Company 800
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TOTAL $20,000
SECTION 6. MISCELLANEOUS.
Section 6.1. NOTICES. Any and all notices, requests, certificates and
other instruments executed and delivered after the effective date of this First
Amendment may refer to the "Note Purchase Agreements dated as of April 1, 1996"
without making specific reference to this First Amendment, but nevertheless all
such references shall be deemed to include this First Amendment unless the
context shall otherwise require.
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
Section 6.2. EXPENSES. The Company will pay all expenses relating to this
First Amendment in accordance with Section 15.1 of the Original Note
Agreements.
Section 6.3. CONSTRUCTION. This First Amendment shall be construed in
connection with and as part of the Original Note Agreements, and all terms,
conditions and covenants contained in the Original Note Agreements, except as
herein modified, shall be and remain in full force and effect.
Section 6.4. COUNTERPARTS. This First Amendment may be executed in any
number of counterparts, each executed counterpart constituting an original
but altogether one and the same instrument.
Section 6.5. GOVERNING LAW. This First Amendment shall be governed by and
construed in accordance with the laws of the State of New York, including all
matters of construction, validity and performance.
Upon the acceptance of this First Amendment by the Required Holders, this
agreement shall become effective and the Original Note Agreements shall be
amended as herein set forth, such amendment to be effective as of January 29,
1997 (the "EFFECTIVE DATE").
XXXXXXX XXXXXX BUILDING PRODUCTS, INC.
By /s/ X. Xxxxx XxXxxxx
Its Vice President
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
The foregoing First Amendment to Note Agreements is hereby accepted as of
the Effective Date.
Principal Mutual Life Insurance Company
By: /s/ Xxxxx X. Pits
Its Counsel
By: /s/ Xxxxxx Xxxxx
Its Asst. Director
Investment Securities
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
The foregoing First Amendment to Note Agreements is hereby accepted as of
the Effective Date.
THE CANADA LIFE ASSURANCE COMPANY
By:
Its
CANADA LIFE INSURANCE COMPANY OF AMERICA
By:
Its
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
The foregoing First Amendment to Note Agreements is hereby accepted as of
the Effective Date.
RELIASTAR LIFE INSURANCE COMPANY
(f/k/a Northwestern National Life
Insurance Company)
By: /s/ Xxxxx X. Xxxxx
Its Authorized Representative
NORTHERN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxx
Its Assistant Treasurer
RELIASTAR UNITED SERVICES LIFE INSURANCE
COMPANY (f/k/a United Services Life
Insurance Company)
By: /s/ Xxxxx X. Xxxxx
Its Assistant Treasurer
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Xxxxxxx Xxxxxx Building Products, Inc. First Amendment
The foregoing First Amendment to Note Agreements is hereby accepted as of
the Effective Date.
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Its Associate Vice President
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Its Associate Vice President
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SCHEDULE I
HOLDERS PRINCIPAL AMOUNT
SERIES OF NOTES OF NOTES HELD
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY 2002 Notes $15,000,000
2006 Notes $10,000,000
THE CANADA LIFE INSURANCE COMPANY 2001 Notes $3,000,000
CANADA LIFE INSURANCE COMPANY OF AMERICA 2001 Notes $2,000,000
NORTHWESTERN NATIONAL LIFE INSURANCE 2001 Notes $1,000,000
COMPANY 2006 Notes $2,000,000
NORTHERN LIFE INSURANCE COMPANY 2006 Notes $3,000,000
UNITED SERVICES LIFE INSURANCE COMPANY 2001 Notes $4,000,000
NATIONWIDE LIFE INSURANCE COMPANY 2003 Notes $8,000,000
NATIONWIDE LIFE AND ANNUITY INSURANCE 2003 Notes $2,000,000
COMPANY
SCHEDULE I
(to First Amendment)
