EXECUTION COPY
CONSENT AND WAIVER, dated as of January 1, 2000 (this "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 the Lenders are parties to the Credit
Agreement; and
WHEREAS, the Borrower and the Lenders are parties to the Consent and
Waiver (the "Consent and Waiver"), dated as of November 15, 1999 to the Second
Amendment and Waiver (the "Second Amendment and Waiver"), dated as of October 1,
1999 to the Credit Agreement; and
WHEREAS, the Borrower requests that the Lenders consent to an
amendment of the terms and conditions of the consent contained in the Consent
and Waiver; and
WHEREAS, the Borrower requests that the Lenders waive compliance with
certain financial covenants contained in the Credit Agreement; and
WHEREAS, the Lenders are willing to give the requested consent and
agree to the requested waiver, but only upon the terms and conditions contained
herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Consent. The Lenders hereby reaffirm their consent in the Consent and
Waiver to the extension of the Waiver Termination Date (as defined in the Second
Amendment and Waiver) to January 31, 2000, notwithstanding that subclause (i) of
the provided further clause of Section II of the Consent and Waiver may not be
satisfied.
II. Waivers to the Credit Agreement
1. Section 7.1(a) (Consolidated Leverage Ratio). The Lenders hereby
waive, for the period from January 1, 2000 to and including January 31, 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 third
fiscal quarter of Fiscal Year 2000 and thereafter to and including January 31,
2000.
2. Section 7.1(b) (Consolidated Interest Coverage Ratio). The
Lenders hereby waive, for the period from January 1, 2000 to and including
January 31, 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 third fiscal
quarter of Fiscal Year 2000.
3. Section 7.1(c) (Maintenance of Minimum EBITDA). The Lenders
hereby waive, for the period from January 1, 2000 to and including January 31,
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 third fiscal quarter of Fiscal Year 2000.
III. General Provisions
1. Representations and Warranties. On and as of the date hereof and
after giving effect to this Waiver, 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
Waiver.
2. Conditions to Effectiveness. This Waiver shall become effective
as of the date hereof upon receipt by the Administrative Agent of (a)
counterparts of this Waiver, duly executed and delivered by the Borrower and the
Required Lenders; (b) counterparts of the Acknowledgment and Consent hereto,
duly executed and delivered by Keystone, Inc. and each Guarantor under the
Guarantee and Collateral Agreement; and (c) $150,000 from the Borrower to be
deposited by the Administrative Agent in a separate account and to be used
solely for the purpose of reimbursing the Administrative Agent for its
reasonable costs and expenses incurred in connection with the administration of
the Credit 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 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 Waiver, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
5. Counterparts. This Waiver may be executed by one or more of the
parties to this 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 WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS 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/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CFO & Sr. XX
XXXXX BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent,
Swing Line Lender, Issuing Lender
and as a Lender
By: /s/ X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title: Vice President
BANKBOSTON, N.A.
By: /s/ XX Xxxxx
Name: XX Xxxxx
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING Capital Advisors, LLC
as Investment Advisor
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Vice President
NORTHERN LIFE INSURANCE
COMPANY
By: ING Capital Advisors, LLC
as Investment Advisor
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Vice President
BHF (USA) CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
CIBC, INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Executive Director
KEY CORPORATE CAPITAL INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: VP
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Authorized Agent
XXX XXXXXX CLO II, LIMITED
By: XXX XXXXXX MANAGEMENT
INC., as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/s Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
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/ Xxxxxxx X. Xxxxxx
Title: V.P.
RELIANT BUILDING PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: CFO & Sr. V.P.
RBP OF ARIZONA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
RBP CUSTOM GLASS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
RBP OF TEXAS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
RBP TRANS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: X.X.
XXXXX BUILDIERS SUPPLY, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
TIMBER TECH, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
CFA HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
CARE FREE ALUMINUM PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
ULTRA BUILDING SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
ALPINE INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: V.P.
KEYSTONE, INC.
By:
Title:
