EXHIBIT 1.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "AMENDMENT"), dated as of June 29, 2001,
to that certain purchase agreement, dated as of October 25, 2000 (the "PURCHASE
AGREEMENT"; capitalized terms used herein and not defined shall have the meaning
set forth in the Purchase Agreement), among D and W Holdings, Inc. (now known as
ATRIUM CORPORATION), a Delaware corporation (the "ISSUER"), and the purchasers
named therein (each a "Purchaser" and collectively the "Purchasers").
WITNESSETH:
WHEREAS, pursuant to Section 14.04 of the Purchase Agreement,
the Issuer and the undersigned Holders hereby agree, subject to the conditions
set forth herein, to amend certain provisions of the Purchase Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION ONE -- AMENDMENTS.
(A) AMENDMENTS TO ANNEXES. The Annexes to the Purchase
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Two hereof, by:
(i) Addition of Annex B. Adding an "Annex B - Amendment No. 1
and Waiver No. 1 to the Credit Agreement" to the list of Annexes in the
Table of Contents and adding an Annex B in the form of Exhibit 1 to
this Amendment.
(ii) Addition of Annex C. Adding "Annex C - Terms of Permitted
Receivables Transaction" to the list of Annexes in the Table of
Contents and adding an Annex C in the form of Exhibit 2 to this
Amendment.
B) AMENDMENT OF EXHIBITS. The Exhibits to the Purchase
Agreement shall be amended, effective as of the date hereof and subject
to the satisfaction of the conditions set forth in Section Two hereof,
by deleting Exhibit D and replacing it in its entirety with Exhibit 3
to this Amendment.
C) AMENDMENTS TO SECTION 1.01. The definitions set forth in
Section 1.01 of the Purchase Agreement shall be amended, effective as of the
date hereof and subject to the satisfaction of the conditions set forth in
Section Two hereof, by:
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(i) Addition of New Defined Terms. Adding, in the appropriate
alphabetical order, the following definitions:
"Account" shall mean any account (as that term is defined in
Section 9-106 of the Uniform Commercial Code) of the Issuer or
any of its Subsidiaries arising from the sale or lease of
goods or rendering of services.
"Amendment Date" shall mean the date of effectiveness of
Amendment No. 1 to this Agreement.
"Permitted Receivables Transaction" shall mean any transaction
providing for the sale or financing of Accounts (other than
between Qualified Companies); provided, however, that (a) any
such transaction shall be consummated on material terms that
include terms substantially as described on Annex C, or as
Holders of more than 75% of the aggregate principal amount of
the Outstanding Notes may otherwise consent, such consent not
to be unreasonably withheld and (b) the advance rate
thereunder shall not be less than 50% of face value of the
Accounts subject thereto and the aggregate purchase
commitments thereunder by the parties other than the Issuer or
any of its Subsidiaries shall not exceed $50,000,000.
"Qualified Company" shall mean the Issuer and each Restricted
Subsidiary of the Issuer.
"Receivables Co." shall mean any special purpose Wholly-Owned
Subsidiary of the Issuer that purchases or otherwise acquires
Accounts generated in connection with a Permitted Receivables
Transaction.
(ii) Amending the Definition of "Credit Agreement." Adding
immediately following the date "October 25, 2000" in the definition of
Credit Agreement the following:
"in the form attached hereto as Annex A and as amended on May
15, 2001 by Amendment No. 1 and Waiver No. 1 to the Credit
Agreement attached hereto as Annex B",
D) AMENDMENTS TO SECTION 7.08. Section 7.08 of the Purchase
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Two hereof, by deleting the
entire Section 7.08 and replacing it in its entirety with the following:
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"7.08. Maximum Total Leverage Ratio."
(i) If a Permitted Receivables Transaction by the
Issuer or any Restricted Subsidiary of the Issuer is not in effect (provided,
however, that in the event that within 60 days of the date hereof, Section
9.11(a)(i) of the Credit Agreement is not amended to insert the immediately
preceding phrase, such phrase shall thereafter read "Prior to the date of the
occurrence of a Permitted Receivables Transaction (without implying any
obligation that such event occur)"), the Total Leverage Ratio shall not, as of
any Test Date during any period set forth in the table below, exceed the ratio
set forth opposite such period in the table below:
PERIOD RATIO
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Amendment Date - 9/30/01 6.50x
10/01/01-9/30/02 6.00x
10/01/02-9/30/03 5.50x
10/01/03-9/30/04 5.00x
10/01/04-9/30/05 4.75x
10/01/05 8/30/06 4.50x
10/01/06 and thereafter 4.00x
(ii) If a Permitted Receivables Transaction by the
Issuer or any Restricted Subsidiary of the Issuer is in effect (provided,
however, that in the event that within 60 days of the date hereof, Section
9.11(a)(ii) of the Credit Agreement is not amended to insert the immediately
preceding phrase, such phrase shall thereafter read "After the date of the
occurrence of a Permitted Receivables Transaction (if at all)"), the Total
Leverage Ratio shall not, as of any Test Date during any period set forth in the
table below, exceed the ratio set forth opposite such period in the table below:
PERIOD RATIO
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Amendment Date - 9/30/01 6.25x
10/01/01-9/30/02 5.75x
10/01/02-9/30/03 5.25x
10/01/03-9/30/04 4.75x
10/01/04-9/30/05 4.50x
10/01/05 8/30/06 4.25x
10/01/06 and thereafter 3.75x
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Capitalized terms in this Section 7.08 have the meanings
ascribed to them in the Credit Agreement; provided, that the
Indebtedness represented by the Notes and all Preferred Stock (valued
at the greater of (x) the aggregate liquidation value thereof or (y)
the aggregate mandatory redemptions required to be made with respect
thereto) of the Issuer or any of its Subsidiaries shall be included in
Total Debt."
E) AMENDMENTS TO SECTION 7.09. Section 7.09 of the Purchase
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Two hereof, by deleting the
last paragraph thereof and replacing it in its entirety with the following:
"Capitalized terms in this Section 7.09 have the meanings
ascribed to them in the Credit Agreement; provided, that interest paid
on the Notes in cash only and any mandatory dividend payments with
respect to any Preferred Stock of the Issuer or any of its Subsidiaries
shall be added to Consolidated Interest Expense."
F) AMENDMENTS TO SECTION 12.01. Section 12.01 of the Purchase
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Two hereof, by:
(i) deleting the period in Section 12.01(j) and replacing
it with a semi-colon; and the word "or"
(ii) deleting the period in Section 12.01(k) and replacing
it with a semi-colon and the word "or"; and
(iii) adding immediately after Section 12.01(k) a new
Section 12.01(l) which shall read as follows:
"(l) Any event or circumstance shall occur which permits or
requires the Persons purchasing, or financing the purchase of,
Accounts under a Permitted Receivables Transaction (the
Indebtedness or obligations under which aggregate $5.0 million
or more) entered into by the Issuer or a Restricted Subsidiary
of the Issuer to stop so purchasing or financing such
Accounts, other than by reason of the occurrence of the stated
expiration date of such Permitted Receivables Transaction, the
operation of the "clean down" provisions thereof or the
voluntary termination thereof by the Issuer or such Restricted
Subsidiary; provided that (A) any notices or cure periods that
are conditions to the rights of such Persons to stop
purchasing, or financing the purchase of, such Accounts have
been given or have expired, as the case may be and (B) such
event or circumstance is not cured or
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waived or otherwise ceases to exist (other than by termination
of the relevant Permitted Receivables Transaction) by the 45th
day after the later of the occurrence of such event or
circumstance or the date of the giving of such notice and the
end of such cure period.
G) AMENDMENTS TO SECTION 12.02. Section 12.02 of the Purchase
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Two hereof, by deleting the
second paragraph thereof and replacing it in its entirety with the following:
"Notwithstanding the foregoing, in the event of a declaration
of acceleration in respect of the Notes because an Event of
Default specified in clause (f) or (l) above shall have
occurred and be continuing, such declaration of acceleration
shall be automatically annulled if the Indebtedness or the
obligations under a Permitted Receivables Transaction that is
the subject of such Event of Default has been discharged or
paid or such Event of Default shall have been cured or waived
by the holders of such Indebtedness and written notice of such
discharge, cure or waiver, as the case may be, shall have been
given to the Noteholders by the Issuer or by the requisite
holders of such Indebtedness or obligations or a trustee,
fiduciary or agent for such holders, within 30 days after such
declaration of acceleration in respect of the Notes, and no
other Event of Default shall have occurred that has not been
cured or waived during such 30-day period."
SECTION TWO -- CONDITIONS TO EFFECTIVENESS. This Amendment
shall become effective as of the date first above written when, and only when,
the Holders of more than 75% of the aggregate principal amount of Outstanding
Notes shall have received counterparts of this Amendment executed by the Issuer
and the Holders of more than 75% of the aggregate principal amount of
Outstanding Notes. In addition, the effectiveness of this Amendment (other than
Sections Five, Six and Seven hereof) is conditioned upon (A) the accuracy of the
representations and warranties set forth in Section Three hereof, (B) the
receipt of the Amendment Fee (as defined below) and (C) receipt by Xxxxxx Xxxxxx
& Xxxxxxx and Xxxxxxx and Xxxxxx by wire transfer of immediately available funds
of their reasonable legal fees and disbursements relating to this Amendment and
Waiver No. 1, dated as of May 15, 2001, to the Registration Rights and
Stockholders Agreement, dated as of October 25, 2000, all to the extent properly
invoiced to the Issuer on or prior to the date of this Amendment.
SECTION THREE-- REPRESENTATIONS AND WARRANTIES; COVENANTS.
(A) Representations and Warranties. In order to induce the
Holders to enter into this Amendment, the Issuer represents and warrants to each
of the Holders that after giving effect to this Amendment, (1) no Default or
Event of Default has occurred and is continuing,
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and (2) this Amendment has been duly authorized, executed and delivered by the
Issuer and constitutes a valid and legally binding obligation of the Issuer,
enforceable against the Issuer in accordance with its terms, subject to the
Enforceability Exceptions.
(B) Fee Covenant of Borrower. The Issuer covenants to pay, or
cause to be paid, a one-time cash fee (the "AMENDMENT FEE") to each Holder that
executes and delivers a signature page to this Amendment not later than the
close of business (
New York time) on June 29, 2001 in the aggregate amount equal
to .25% of the sum of the aggregate principal amount of Outstanding Notes held
by each Holder, which fee shall be paid by wire transfer of immediately
available funds to the Holders entitled thereto on June 29, 2001.
SECTION FOUR -- REFERENCE TO AND EFFECT ON THE PURCHASE
AGREEMENT AND THE NOTES. On and after the effectiveness of this Amendment, each
reference in the Purchase Agreement to "this Agreement," "hereunder," "hereof,"
or words of like import referring to the Purchase Agreement, and each reference
in the Notes and each of the other Transaction Documents to "the Purchase
Agreement," "thereunder," "thereof" or words of similar import referring to the
Purchase Agreement, shall mean and be a reference to the Purchase Agreement, as
amended by this Amendment. The Purchase Agreement is and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Holder under any of the Mezzanine Documents, nor constitute a waiver of any
provision of any of the Transaction Documents.
SECTION FIVE -- COSTS, EXPENSES AND TAXES. The Issuer agrees
to pay all reasonable costs and expenses of the Holders in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, if any (including, without limitation,
the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx and Xxxxxxx and
Xxxxxx) in accordance with the terms of Section 13.01 of the Purchase Agreement.
In addition, the Issuer shall pay or reimburse any and all stamp and other taxes
payable or determined to be payable in connection with the execution and
delivery of this Amendment and the other instruments and documents to be
delivered hereunder, if any, and agrees to save each Holder harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes.
SECTION SIX -- EXECUTION IN COUNTERPARTS. This Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
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SECTION SEVEN -- GOVERNING LAW. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of
New York
(without giving effect to any provisions thereof relating to conflicts of law).
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be duly executed and delivered as of the day and year first above written.
ATRIUM CORPORATION,
as Issuer
By:
-------------------------------------
Name:
Title:
Amendment No. 1 to the Purchase Agreement
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GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE ASSET MANAGEMENT
INCORPORATED, its General Partner
By:
-------------------------------------
Name:
Title:
Amendment No. 1 to the Purchase Agreement
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XXXXXXX XXXXX CAPITAL CORPORATION
By:
By:
-------------------------------------
Name:
Title:
Amendment No. 1 to the Purchase Agreement
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GATX CAPITAL CORPORATION
By:
By:
-------------------------------------
Name:
Title:
Amendment No. 1 to the Purchase Agreement
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THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
By: Delaware Lincoln Investment
Advisers, a series of Delaware
Management Business Trust,
successor to Lincoln Investment
Management, Inc. as of January 1,
2001, attorney in fact
By:
-------------------------------------
Name:
Title:
Amendment No. 1 to the Purchase Agreement
EXHIBIT 1
ANNEX B
AMENDMENT NO. 1 AND WAIVER XX. 0
XXXXXXXXX XX. 0 AND WAIVER NO. 1 (this "AMENDMENT AND
WAIVER"), dated as of May 15, 2001 to that certain Credit Agreement, dated as of
October 2, 1998 and amended and restated as of October 25, 2000 (the "CREDIT
AGREEMENT"; capitalized terms used herein and not defined shall have the meaning
set forth in the Credit Agreement), among ATRIUM COMPANIES, INC., a Delaware
corporation ("BORROWER"), the Guarantors party thereto, each of the lenders that
is a signatory thereto identified under the caption "LENDERS" on the signature
pages thereto, or that, pursuant to Section 12.06 (b), shall become a "Lender"
thereunder (individually, a "LENDER" and collectively, the "LENDERS"), XXXXXXX
XXXXX & CO., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as lead arranger
and syndication agent (collectively in such capacities, the "LEAD ARRANGER");
BANK ONE, TEXAS, N.A., as documentation agent (in such capacity, the
"DOCUMENTATION AGENT"); and FLEET NATIONAL BANK, as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT").
WITNESSETH:
WHEREAS, pursuant to Section 12.04 of the Credit Agreement,
Borrower, each of the Guarantors and each of the undersigned Lenders hereby
agree, subject to the conditions set forth herein, to amend and waive certain
provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION EIGHT -- AMENDMENTS.
(A) AMENDMENTS TO ANNEXES. The Annexes of the Credit Agreement
shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) Addition of an Annex. Adding "Annex C - Terms of Permitted
Receivables Transaction" to the list of Annexes in the Table of
Contents and adding an Annex C as set forth in Exhibit 1 to this
Amendment and Waiver.
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(B) AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) Addition of New Defined Terms. Adding in the appropriate
alphabetical order, the following definitions:
""Account" shall mean any account (as that term is defined in
Section 9-106 of the UCC) of any Company arising from the sale
or lease of goods or rendering of services."
""First Amendment Date" shall mean May 15, 2001, the date of
effectiveness of this Amendment and Waiver."
""Permitted Securitization Fees" shall mean any fees or
expenses (other than interest or fees in the nature of
interest or discount) paid in connection with any Permitted
Receivables Transaction, including without limitation
placement fees, attorney's fees, accountant's fees, rating
agency fees and other out-of-pocket costs."
""Permitted Receivables Transaction" shall mean any
transaction providing for the sale or financing of Accounts
(other than between Qualified Companies); provided, however,
that (a) any such transaction shall be consummated on material
terms substantially as described on Annex C, and such other
terms and provisions that in Borrower's good faith judgment
are usual and customary for transactions of this type
(including without limitation representations, warranties,
covenants, indemnities and defaults), or as the Majority
Lenders may otherwise consent, such consent not to be
unreasonably withheld, and (b) the advance rate thereunder
shall not be less than 50% of face value of the Accounts
subject thereto and the aggregate purchase commitments
thereunder by the parties other than any Company shall not
exceed $50,000,000."
""Qualified Company" shall mean Borrower and each Qualified
Subsidiary."
""Receivables Co." shall mean any special purpose Wholly Owned
Subsidiary of Borrower organized after the First Amendment
Date (or such other Person reasonably agreed to by Lead
Arranger) that purchases or otherwise acquires Accounts
generated by any Company in connection with a Permitted
Receivables Transaction."
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""Securitization Event" shall mean any date on which Borrower
enters into a Permitted Receivables Transaction."
(ii) Amending the Definition of "Consolidated EBITDA".
Deleting the entire text of clause (iii) of the definition of
"Consolidated EBITDA" and replacing it in its entirety with the
following:
"(iii) the sum of (A) all interest expense to the extent
deducted in determining Adjusted Net Income for such period,
plus (B) in the event of the consummation of a Permitted
Receivables Transaction, an amount equal to the interest (or
other fees in the nature of interest or discount accrued and
paid or payable in cash) for such period on such Permitted
Receivables Transaction, plus (C) other than for purposes of
the definition of Excess Cash Flow, Permitted Securitization
Fees paid or payable in cash for such period to the extent
deducted in determining Adjusted Net Income for such period
(without duplication of any such amounts added back pursuant
to any other clause of this definition),"
(iii) Amending the Definition of "Consolidated Interest
Expense". Adding immediately preceding the final period of the
definition of "Consolidated Interest Expense" the following:
", plus (C) in the event of the consummation of a Permitted
Receivables Transaction, an amount equal to the interest (or
other fees in the nature of interest or discount accrued and
paid or payable in cash) for such period on such Permitted
Receivables Transaction".
(iv) Amending the Definition of "Debt Issuance". Adding to the
end of the parenthetical of the definition of "Debt Issuance" the
following:
"except with respect to clause (n) (i) thereof".
(v) Amending the Definition of "Excess Cash Flow". (a)
Amending the parenthetical in (B)(i) by adding the following
immediately after the word "fees":
"and, for each Permitted Receivables Transaction, other fees
in the nature of interest or discount accrued or payable in
cash".
(b) Deleting immediately preceding clause (B) (vii) of the definition
"Excess Cash Flow" the word "and" and adding immediately preceding the
final period the following:
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"(viii) any earnings included in Consolidated EBITDA for such
period of a Receivables Co. to the extent the terms of any
Permitted Receivables Transaction prohibit the distribution
thereof to any Obligor, and (ix) any cash payments in respect
of Permitted Securitization Fees during such period except to
the extent deducted from Consolidated EBITDA in clause (A)(i)
of this definition".
(vi) Amending the Definition of "Excluded Dispositions".
Deleting the contents of the parenthetical in clause (iii) of the
definition of "Excluded Dispositions" and replacing it with the
following: "other than clauses (g), (h), (p), (r), (s) and (t)
thereof".
(vii) Amending the Definition of "Net Available Proceeds".
Deleting the entire text of clause (i) of the definition of "Net
Available Proceeds" and replacing it in its entirety with the
following:
"(i) in the case of any Disposition Event, the amount of Net
Cash Payments received by any Company in connection with such
Disposition Event less deductions for amounts applied to (w)
Indebtedness (other than Indebtedness hereunder) secured by
Liens permitted hereunder on the assets sold, (x) taxes, (y)
costs of sale and (z) in the case of any Permitted Receivables
Transaction, any escrowed or pledged cash proceeds so long as
they effectively secure, or so long as they are required to be
maintained as reserves by the applicable Receivables Co. for,
the obligations of any Company under such Permitted
Receivables Transaction."
Adding immediately prior to the final period of clause (iii)
of the definition of "Net Available Proceeds" the following:
", and net of, in the case of any Permitted Receivables
Transaction, any escrowed or pledged cash proceeds so long as
they effectively secure, or so long as they are required to be
maintained as reserves by the applicable Receivables Co. for,
the obligations of any Company under such Permitted
Receivables Transaction".
(viii) Amending the Definition of "Senior Leverage Ratio".
Deleting the entire text of the definition of "Senior Leverage Ratio"
and replacing it with the following:
""Senior Leverage Ratio" shall mean, for any Test Date, the
ratio of (x) the sum of Senior Debt at such Test Date,
excluding any debt incurred by any
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Company in connection with a financing pursuant to any
Permitted Receivables Transaction which is outstanding at such
Test Date to (y) Consolidated EBITDA for the Measurement
Period ended on or immediately prior to such Test Date."
(ix) Amending the Definition of "Total Leverage Ratio".
Deleting the entire text of the definition of "Total Leverage Ratio"
and replacing it with the following:
""Total Leverage Ratio" shall mean, for any Test Date, the
ratio of (x) the sum of Total Debt at such Test Date,
excluding any debt incurred by any Company in connection with
a financing pursuant to any Permitted Receivables Transaction
which is outstanding at such Test Date to (y) Consolidated
EBITDA for the Measurement Period ended on or immediately
prior to such Test Date."
(C) AMENDMENTS TO SECTION 2.10. Section 2.10 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting the text of clause (x) of the proviso of the
first sentence of Section 2.10(a)(iv) up to the (1) therein, and
replacing it with the following;
(ii) "the Net Available Proceeds from any Disposition Event
permitted by Section 9.06(g), (h), (p) and (t) shall not be required to
be applied as provided herein on such date if and to the extent that"
(D) AMENDMENT TO SECTION 9.05. Section 9.05 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by adding the
following sentence at the end of such Section:
"Notwithstanding the foregoing, the Companies may enter into
and consummate all transactions and contracts entered into or
consummated in connection with a Permitted Receivables
Transaction."
(E) AMENDMENTS TO SECTION 9.06. Section 9.06 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting immediately proceeding the final semi-colon in
Section 9.06(p), the word "and";
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(ii) deleting the period at the end of Section 9.06(q) and
replacing it with a semi-colon; and
(iii) adding immediately after Section 9.06(q) a new Section
9.06(r), 9.06(s) and 9.06(t):
"(r) the sale, transfer or discount of Accounts and related
assets pursuant to any Permitted Receivables Transaction;
provided, however, that (1) the Net Available Proceeds
therefrom shall be applied (without duplication of amounts
applied pursuant to Section 9.08 (n)) as specified in Section
2.10(a)(iv) and (2) no Default or Event of Default shall then
exist or would arise therefrom;
(s) the sale of all or substantially all of the assets of, or
all of the Equity Interests in, Door Holdings, Inc. and its
Subsidiaries; provided, however, that (1) such sale shall only
be effected for consideration of not less than 90% cash or
cash equivalents, (2) the Net Available Proceeds therefrom
shall be applied as specified in Section 2.10(a)(iv), (3) no
Default or Event of Default shall then exist or would arise
therefrom and (4) the total consideration received in respect
thereof shall be not less than $30,000,000; and
(t) the sale-leaseback of the Murrysville Pennsylvania Site;
provided, however, that (1) such sale shall only be effected
for cash or cash equivalents for at least $2,750,000, (2) such
sale must be consummated no later than December 31, 2001, (3)
the Net Available Proceeds therefrom shall be applied as
specified in Section 2.10(a)(iv) and (4) no Default or Event
of Default shall then exist or would arise therefrom."
(F) AMENDMENTS TO SECTION 9.07. Section 9.07 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting immediately proceeding the semi-colon in Section
9.07(r), the word "and";
(ii) deleting the period at the end of Section 9.07(s) and
replacing it with "; and";
(iii) adding immediately after Section 9.07(s) a new Section
9.07(t):
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"(t) Liens on Accounts or related assets of any Receivables
Co. created in connection with a Permitted Receivables
Transaction.";
(iv) deleting the entire text of the last paragraph of Section
9.07, beginning with the words "Except with respect to" and
replacing it in its entirety with the following:
"Except with respect to (i) specific Property encumbered
pursuant to a Lien permitted to be incurred pursuant to this
Section 9.07 or (ii) specific Property to be sold pursuant to
an executed agreement with respect to a Disposition
consummated in accordance with this Agreement, no Company will
directly or indirectly enter into any agreement on or after
the Original Closing Date prohibiting or restricting in any
manner (directly or indirectly and including by way of
covenant, representation or warranty or event of default) the
creation or assumption of any Lien upon its Property, whether
now owned or hereafter acquired, except pursuant to the Credit
Documents, the Mezzanine Securities Documents and the Senior
Subordinated Notes Indenture and any Permitted Refinancing of
any thereof (so long as such Permitted Refinancing is not more
restrictive in such regard than the Indebtedness being
refinanced) so long as not directly or indirectly restricting
the granting of any Lien securing the Obligations, and any
agreements in connection with any Permitted Receivables
Transaction permitted hereby (in which case, any prohibition
or limitation shall only be effective against the Accounts and
related cash which are the subject thereof)."
(G) AMENDMENTS TO SECTION 9.08. Section 9.08 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting immediately proceeding the semi-colon in Section
9.08(l), the word "and";
(ii) deleting the period at the end of Section 9.08(m) and
replacing it with a semi-colon; and
(iii) adding immediately after Section 9.08(m) a new Section
9.08(n) and 9.08(o):
"(n) Indebtedness and Contingent Obligations of any
Receivables Co. incurred in connection with a Permitted
Receivables Transaction consisting of (i) Indebtedness in an
aggregate amount at any time not to exceed $50.0 million and
(ii) Indebtedness of any Company to any Receivables Co. in
-8-
connection with any Permitted Receivables Transaction;
provided, however, that in the case of clause (i) of this
Section 9.08(n), the Net Available Proceeds therefrom shall be
applied as specified in Section 2.10(a)(iii) (without
duplication of amounts applied pursuant to Section 9.06(r));
and
(o) Guaranty Obligations of any Company in respect of recourse
events in connection with any Permitted Receivables
Transaction."
(H) AMENDMENTS TO SECTION 9.09. Section 9.09 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(a)(i) deleting immediately proceeding the semi-colon in
Section 9.09(u), the word "and";
(ii) deleting the period at the end of Section 9.09(v) and
replacing it with a semi-colon; and
(iii) adding immediately after Section 9.09(v) new Sections
9.09(w) and (x) as follows:
"(w) any Investment which, in the good faith judgment of such
Company, is reasonably necessary in connection with, and
pursuant to, any Permitted Receivables Transaction; and
(x) any securities received in connection with any transaction
permitted in Section 9.06(s)."
(b) the last paragraph of Section 9.09 shall be amended by
deleting the word "and" before (II) and adding the following at the end of the
paragraph immediately before the period:
"and (III) the creation of any Receivables Co. in connection
with a Permitted Receivables Transaction."
(I) AMENDMENTS TO SECTION 9.10. Section 9.10 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting immediately proceeding the final semi-colon in
Section 9.10(d), the word "and";
-9-
(ii) deleting the period at the end of Section 9.10(e) and
replacing it with a semi-colon and adding the word, "and"; and
(iii) adding immediately after Section 9.10(e) a new Section
9.10(f)
"(f) so long as no Default or Event of Default shall then
exist or would arise therefrom, Holdings may exchange Equity
Interests of any person other than a Company received pursuant
to the Disposition under Section 9.06(s) for any Equity
Interests issued by Holdings and owned by former managers of
Door Holdings, Inc. and/or its Subsidiaries. For the avoidance
of doubt, any transaction pursuant to this Section 9.10(f)
shall not count against transactions under Section
9.10(b)(ii)."
(J) AMENDMENTS TO SECTION 9.11. Section 9.11 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting the entire Section 9.11(a) thereof and replacing
it in its entirety with the following:
"(a) Maximum Total Leverage Ratio.
(i) Prior to a Securitization Event (without implying
any obligation that such event occur), the Total
Leverage Ratio shall not, as of any Test Date during
any period set forth in the table below, exceed the
ratio set forth opposite such period in the table
below:
PERIOD RATIO
------ -----
First Amendment Date - 9/30/01 5.75 x
10/1/01 - 9/30/02 5.25 x
10/1/02 - 9/30/03 4.75 x
10/1/03 and thereafter 4.25 x
(ii) After a Securitization Event occurs (if at all),
the Total Leverage Ratio shall not, as of any Test
Date during any period set forth in the table below,
exceed the ratio set forth opposite such period in
the table below:
-10-
PERIOD RATIO
------ -----
First Amendment Date - 9/30/01 5.50 x
10/1/01 - 9/30/02 5.00 x
10/1/02 - 9/30/03 4.50 x
10/1/03 and thereafter 4.00 x
(ii) deleting the entire Section 9.11(b) thereof and replacing
it in its entirety with the following:
"(b) Maximum Senior Leverage Ratio.
(i) Prior to a Securitization Event (without implying
any obligation that such event occur), the Senior
Leverage Ratio shall not, as of any Test Date during
any period set forth in the table below, exceed the
ratio set forth opposite such period in the table
below:
PERIOD RATIO
------ -----
First Amendment Date - 9/30/01 3.25 x
10/1/01 - 9/30/02 3.00 x
10/1/02 - 9/30/03 2.75 x
10/1/03 and thereafter 2.50 x
(ii) After a Securitization Event occurs (if at all),
the Senior Leverage Ratio shall not, as of any Test
Date during any period set forth in the table below,
exceed the ratio set forth opposite such period in
the table below:
PERIOD RATIO
------ -----
First Amendment Date - 9/30/01 3.00 x
10/1/01 - 9/30/02 2.75 x
10/1/02 - 9/30/03 2.50 x
10/1/03 and thereafter 2.25 x
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(iii) deleting the entire Section 9.11(d) thereof and
replacing it in its entirety with the following:
"(d) Minimum Fixed Charge Coverage Ratio.
The Fixed Charge Coverage Ratio shall not, as of any
Test Date during any period set forth in the table
below, be less than the ratio set forth opposite such
period in the table below:
PERIOD RATIO
------ -----
First Amendment Date - 9/30/01 1.05 x
10/1/01 - 9/30/02 1.10 x
10/1/02 - 9/30/03 1.20 x
10/1/03 and thereafter 1.30 x
(K) AMENDMENT TO SECTION 9.12. Section 9.12 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by adding the
following sentence at the end of the first paragraph of Section 9.12(a):
"Notwithstanding the foregoing, the provisions of this
paragraph shall not apply to any Receivables Co. or any Equity
Interest therein, so long as any Permitted Receivables
Transaction with respect thereto is in effect."
(L) AMENDMENTS TO SECTION 9.15. Section 9.15 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting immediately proceeding the semi-colon in Section
9.15(h), the word "or";
(ii) deleting the period at the end of Section 9.15(i) and
replacing it with "; or"; and
(iii) adding immediately after Section 9.15(i) a new Section
9.15(j):
"(j) any Permitted Receivables Transaction."
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(M) AMENDMENTS TO SECTION 9.19. Section 9.19 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) deleting the "and" in clause (i) of the second sentence of
Section 9.19 immediately before "(E) ", replacing it with a "," and
(ii) adding immediately after Section 9.19(i)(E) a new Section
9.19(i)(F) as follows:
"and (F) any agreement entered into by any Receivables Co., in
connection with any Permitted Receivables Transaction."
(N) AMENDMENT TO SECTION 9.20. Section 9.20 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by adding the
following sentence at the end of such Section:
"Notwithstanding the foregoing, the provisions of this
Section 9.20 shall not apply to any Receivables Co., so long
as any Permitted Receivables Transaction with respect thereto
is in effect."
(O) AMENDMENTS TO SECTION 10. Section 10 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:
(i) adding immediately proceeding the semi-colon in Section
10(o) the word "or"; and
(ii) adding immediately after Section 10(o) a new Section
10(p):
"(p) Any event or circumstance shall occur which permits or
requires the persons purchasing, or financing the purchase of,
Accounts under a Permitted Receivables Transaction (the
Indebtedness or obligations under which aggregates to
$3,500,000 or more) to stop so purchasing or financing such
Accounts, other than by reason of the occurrence of the stated
expiry date of such Permitted Receivables Transaction, the
operation of "clean down" provisions thereof or the voluntary
termination thereof by any Company; provided that (A) any
notices or cure periods that are conditions to the rights of
such Persons to stop purchasing, or financing the purchase of,
such Accounts have been given or have expired, as the case may
be and (B) such event or circumstance is not cured or waived
or otherwise ceases to exist (other than by termination of the
relevant Permitted
-13-
Receivables Transaction) by the 45th day after the later of
the occurrence of such event or circumstance or the date of
the giving of such notice and the end of such cure period;"
SECTION NINE -- WAIVERS.
(A) WAIVER OF APPLICATION OF SECTION 2.10(a)(II). Subject to
the prior satisfaction of the conditions set forth in Section Three hereof, the
Agents and the Lenders waive the application of Section 2.10(a)(ii) to up to
$10,000,000 of Net Available Proceeds received from the Investors or their
Affiliates on or prior to May 15, 2001; provided, however, that no Default or
Event of Default shall then exist or would arise therefrom. For avoidance of
doubt such $10,000,000 waiver shall not in any way limit clause (vi) of the
second sentence of the definition of Equity Issuance.
(B) WAIVER OF APPLICATION OF SECTION 2.10(a)(III). Subject to
the prior satisfaction of the conditions set forth in Section Three hereof, the
Agents and the Lenders waive the application of Section 2.10(a)(iii) with
respect to one-third of the total Net Available Proceeds from any Debt Issuance
specified in Section 9.08(n) and 100% of such Net Available Proceeds to the
extent they are in the aggregate in excess of $20,000,000; provided, however,
that in all cases no Default or Event of Default shall then exist or would arise
therefrom. No amount applied under Section 2.10(a)(iii) with respect to a
Permitted Receivables Transaction need be applied pursuant to Section
2.10(a)(iv).
(C) WAIVER OF APPLICATION OF SECTION 2.10(a)(IV). Subject to
the prior satisfaction of the conditions set forth in Section Three hereof, the
Agents and the Lenders waive the application of Section 2.10(a)(iv) with respect
to one-third of the total Net Available Proceeds from the Dispositions specified
in Section 9.06 (r) and (s) and in the case of Section 9.06(r) with respect to
100% of such Net Available Proceeds to the extent they are in the aggregate in
excess of $20,000,000; provided, however, that in all cases no Default or Event
of Default shall then exist or would arise therefrom. No amount applied under
Section 2.10(a)(iv) with respect to a Permitted Receivables Transaction need be
applied pursuant to Section 2.10(a)(iii).
SECTION TEN -- CONDITIONS TO EFFECTIVENESS. This Amendment and
Waiver shall become effective as of the date first above written when, and only
when, the Administrative Agent shall have received counterparts of this
Amendment and Waiver executed by each Obligor, the Majority Lenders and the
Majority Revolving Credit Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment and Waiver. In addition, the effectiveness of this Amendment and
Waiver (other than Sections Six, Seven and Eight hereof) is conditioned upon (A)
the accuracy of the representations and warranties set forth in Section Four
hereof and (B) receipt by Xxxxxx Xxxxxx & Xxxxxxx by wire transfer of
immediately available funds of its reasonable legal fees
-14-
and disbursements relating to this Amendment and Waiver to the extent properly
invoiced to Borrower on or prior to the date of this Amendment and Waiver.
SECTION ELEVEN-- REPRESENTATIONS AND WARRANTIES; COVENANTS.
(A) REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders and the Agents to enter into this Amendment and Waiver, each Obligor
represents and warrants to each of the Lenders and the Agents that after giving
effect to this Amendment and Waiver, (x) no Default or Event of Default has
occurred and is continuing, and (y) all of the representations and warranties in
the Credit Agreement, after giving effect to this Amendment and Waiver, are true
and complete in all material respects on and as of the date hereof as if made on
the date hereof (or, if any such representation or warranty is expressly stated
to have been made as of a specific date, as of such specific date).
(B) FEE COVENANT OF BORROWER. Each Obligor covenants to pay
or cause to be paid a one-time cash fee (the "AMENDMENT AND WAIVER FEE") to each
Lender that executes and delivers a signature page to this Amendment and Waiver
not later than the close of business (
New York time) on May 15, 2001 in the
aggregate amount equal to 0.15% of the sum of the (i) aggregate amount of Loans
then outstanding owing to such Lender, plus the (ii) then effective aggregate
amount of the Unutilized Revolving Credit Commitment of such Lender, which fee
shall be paid by wire transfer of immediately available funds and distributed by
the Administrative Agent to the Lenders entitled thereto.
SECTION TWELVE -- REFERENCE TO AND EFFECT ON THE CREDIT
AGREEMENT AND THE NOTES. On and after the effectiveness of this Amendment and
Waiver, each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Credit Documents to "the Credit
Agreement," "thereunder," "thereof" or words of similar import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment and Waiver. The Credit Agreement, the Notes and each
of the other Credit Documents, as specifically amended by this Amendment and
Waiver, are and shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations of the Obligors
under the Credit Documents. The execution, delivery and effectiveness of this
Amendment and Waiver shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of any Lender or any Agent under any of
the Credit Documents, nor constitute a waiver of any provision of any of the
Credit Documents. Each Guarantor ratifies and confirms its Guarantee as in full
force and effect after giving effect to the Waiver herein set forth.
-15-
SECTION THIRTEEN -- COSTS, EXPENSES AND TAXES. The Company
agrees to pay all reasonable costs and expenses of the Agents in connection with
the preparation, execution and delivery of this Amendment and Waiver and the
other instruments and documents to be delivered hereunder, if any (including,
without limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx)
in accordance with the terms of Section 12.03 of the Credit Agreement. In
addition, the Company shall pay or reimburse any and all stamp and other taxes
payable or determine to be payable in connection with the execution and delivery
of this Amendment and Waiver and the other instruments and documents to be
delivered hereunder, if any, and agrees to save each Agent and each Lender
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes.
SECTION FOURTEEN -- EXECUTION IN COUNTERPARTS. This Amendment
and Waiver may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment and Waiver by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment and Waiver.
SECTION FIFTEEN - GOVERNING LAW. This Amendment and Waiver
shall be governed by, and construed in accordance with, the laws of the State of
New York (without giving effect to any provisions thereof relating to conflicts
of law).
[SIGNATURE PAGES FOLLOW]
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be duly executed and delivered as of the day and year first above written.
ATRIUM COMPANIES, INC.,
as Borrower
By:
-------------------------------------
Name:
Title:
S-2
D AND W HOLDINGS, INC.
ATRIUM DOOR AND WINDOW COMPANY -
WEST COAST
ATRIUM DOOR AND WINDOW COMPANY OF
THE NORTHEAST
ATRIUM DOOR AND WINDOW COMPANY OF
THE NORTHWEST
ATRIUM DOOR AND WINDOW COMPANY OF
NEW YORK
ATRIUM DOOR AND WINDOW COMPANY OF
ARIZONA
ATRIUM DOOR AND WINDOW COMPANY OF
NEW ENGLAND
DOOR HOLDINGS, INC.
X.X. XXXXX COMPANY, INC.
TOTAL TRIM, INC.
WING INDUSTRIES HOLDINGS, INC.
WIND INDUSTRIES, INC.
X.X. XXXXX COMPANY - SOUTH
TOTAL TRIM, INC. - SOUTH
HEAT, INC.
H.I.G. VINYL, INC.
CHAMPAGNE INDUSTRIES, INC.
THERMAL INDUSTRIES, INC.
BEST BUILT, INC.
VES, INC.,
each as a Guarantor
By:
--------------------------------
Name:
Title:
S-3
FLEET NATIONAL BANK,
as Administrative Agent, Issuing
Lender and as a Lender
By:
--------------------------------
Name:
Title:
XXXXXXX XXXXX & CO.,
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED,
as Lead Arranger and Syndication
Agent
By:
--------------------------------
Name:
Title:
BANK ONE, TEXAS, N.A.,
as Documentation Agent and as a
Lender
By:
--------------------------------
Name:
Title:
XXXXXXX XXXXX CAPITAL CORPORATION,
as a Lender
By:
--------------------------------
Name:
Title:
S-4
[Please white-out and insert full,
legal institution name]
as a Lender
By:
--------------------------------
Name:
Title:
EXHIBIT 1
ANNEX C
General Terms of Permitted Receivables Transaction
ORIGINATORS: Atrium Companies, Inc. ("Atrium") and/or its'
subsidiaries
TRANSFEROR: A special purpose, bankruptcy remote entity,
Atrium Funding Corp., ("Atrium Funding" and the
"SPC") established solely for the purposes
outlined in this Discussion Term Sheet. Atrium
Funding will (i) satisfy certain criteria
acceptable to the Administrative Agent designed
to ensure that the assets and liabilities of SPC
will not be substantively consolidated with those
of the Parent and Originators and (ii) purchase
Receivables and related property from the
Originators in "true sale" transactions as
described below.
SERVICER: Atrium will provide its unconditional obligation
to act as Servicer to administer the Receivables
on the Buyers' behalf until the Receivables have
been collected in full. Provisions will be made
for revocation of Atrium's role as Servicer upon
the occurrence of a servicer default.
SUB-SERVICERS: TBD, if necessary.
FACILITY: Purchases of undivided ownership interests in a
revolving pool of domestic trade receivables
("Receivables") generated by the Originators and
transferred to Atrium Funding. The transfer
between the Originators and Atrium Funding will
be characterized as legal true sales (discount of
receivables at fair market value) supported by
appropriate legal opinions to that effect.
The Originators will sell the Receivables in
existence on the closing date and arising on each
day thereafter to the SPC pursuant to Purchase
and Sale Agreements. The SPC will then transfer
Receivables to the Buyers pursuant to a
Receivables Purchase Agreement or incur debt
secured by the Receivables.
BUYERS: "To be named", a multi-seller asset backed
commercial paper conduit administered by "to be
named", other multi-seller asset backed
commercial paper conduits, collectively the
"Purchasers", and/or the respective Liquidity
Providers.
MAXIMUM
NET INVESTMENT: $50,000,000
RPA TERM: The term of the underlying RPA will be three
years, subject to the availability of the
supporting liquidity facility.
OBLIGORS: A diversified pool of customers of the
Originators.
SURETY PROVIDERS: MBIA, or other AAA rated mono-line insurance
company will provide a 100% wrap on the facility,
for the timely payment of interest and the
ultimate payment of principal. The Surety
Provider will also benefit from the
overcollateralization provided by the transferor.
ADMINISTRATIVE
AGENT: To be named.
LIQUIDITY PROVIDERS: A1/P1 rated institutions.
LIQUIDITY TERM: The liquidity facilities provided by each
financial institution will be available on a
committed basis for up to 364 days. The liquidity
facility can be extended for additional periods
not to exceed 364 days from the extension date
upon the mutual consent of the Originator,
Transferor, Buyers and the Liquidity Providers.
EXHIBIT 2
ANNEX C
General Terms of Permitted Receivables Transaction
ORIGINATORS: Atrium Companies, Inc. ("Atrium") and/or its'
subsidiaries
TRANSFEROR: A special purpose, bankruptcy remote entity,
Atrium Funding Corp., ("Atrium Funding" and the
"SPC") established solely for the purposes
outlined in this Discussion Term Sheet. Atrium
Funding will (i) satisfy certain criteria
acceptable to the Administrative Agent designed
to ensure that the assets and liabilities of SPC
will not be substantively consolidated with those
of the Parent and Originators and (ii) purchase
Receivables and related property from the
Originators in "true sale" transactions as
described below.
SERVICER: Atrium will provide its unconditional obligation
to act as Servicer to administer the Receivables
on the Buyers' behalf until the Receivables have
been collected in full. Provisions will be made
for revocation of Atrium's role as Servicer upon
the occurrence of a servicer default.
SUB-SERVICERS: TBD, if necessary.
FACILITY: Purchases of undivided ownership interests in a
revolving pool of domestic trade receivables
("Receivables") generated by the Originators and
transferred to Atrium Funding. The transfer
between the Originators and Atrium Funding will
be characterized as legal true sales (discount of
receivables at fair market value) supported by
appropriate legal opinions to that effect.
The Originators will sell the Receivables in
existence on the closing date and arising on each
day thereafter to the SPC pursuant to Purchase
and Sale Agreements. The SPC will then transfer
Receivables to the Buyers pursuant to a
Receivables Purchase Agreement or incur debt
secured by the Receivables.
BUYERS: "To be named", a multi-seller asset backed
commercial paper conduit administered by "to be
named", other multi-seller asset backed
commercial paper conduits, collectively the
"Purchasers", and/or the respective Liquidity
Providers.
MAXIMUM
NET INVESTMENT: $50,000,000
RPA TERM: The term of the underlying RPA will be three
years, subject to the availability of the
supporting liquidity facility.
OBLIGORS: A diversified pool of customers of the
Originators.
SURETY PROVIDERS: MBIA, or other AAA rated mono-line insurance
company will provide a 100% wrap on the facility,
for the timely payment of interest and the
ultimate payment of principal. The Surety
Provider will also benefit from the
overcollateralization provided by the transferor.
ADMINISTRATIVE
AGENT: To be named.
LIQUIDITY PROVIDERS: A1/P1 rated institutions.
LIQUIDITY TERM: The liquidity facilities provided by each
financial institution will be available on a
committed basis for up to 364 days. The liquidity
facility can be extended for additional periods
not to exceed 364 days from the extension date
upon the mutual consent of the Originator,
Transferor, Buyers and the Liquidity Providers.
