EXECUTION COPY
THIRD AMENDMENT, dated as of January 3, 2000 (this "Amendment") to the
Credit Agreement, dated as of January 28, 1998, (as amended by the Amendment and
Waiver dated as of March 31, 1999, and the Second Amendment and Waiver dated as
of October 1, 1999, and as the same may be further 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 Lenders are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders execute and
deliver a consent (the "Consent") to an amendment of the Credit Agreement and
related documentation permitting the Borrower to borrow from time to time during
the period from the date hereof to March 31, 2000 up to $2,000,000 in the
aggregate or such larger amount as may be acceptable to the Administrative Agent
in excess of the Total Revolving Extensions of Credit outstanding as of the date
hereof;
WHEREAS, the Lenders have provided the Consent; and
WHEREAS, based and in reliance upon the Consent (as contemplated by
Section 10.1(a) of the Credit Agreement and by the Consent), the Administrative
Agent is executing and delivering this Amendment.
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Amendment of Section 1.1 (Definitions) of the Credit Agreement.
Section 1.1 is hereby amended by amending and restating the definition of
"Borrowing Base" as follows:
"'Borrowing Base': at any date, the amount of the then most
recent computation of the Borrowing Base, determined by calculating the amount
equal to:
(a) 85% of the Net Amount of Eligible Receivables at such date;
plus
(b) 50% of the amount of Eligible Inventory at said date, calculated at the
lower of cost (determined on a FIFO basis) or market less the Slow Moving
Reserve then in effect; provided that in no event shall the portion of the
Borrowing Base attributable to Eligible Inventory exceed 50% of the Borrowing
Base;
plus
(c) the Cumulative Incremental Availability at such date;
plus
(d) until the Restructuring (as defined in the Request for Consent dated
December 20, 1999 by the Borrower, the Administrative Agent and the Required
Lenders) is completed, the amount determined by the Administrative Agent from
time to time equal to the value of the collateral on deposit in the Cash
Collateral Account maintained under the Cash Collateral Agreement dated as of
January 3, 2000 by Keystone, Inc. in favor of the Administrative Agent, provided
that such amount shall not be greater than $2,000,000 or such larger amount as
may be acceptable to the Administrative Agent.
The Borrowing Base will be computed hereunder on a monthly basis (based on all
information reasonably available to the Administrative Agent, including without
limitation, the periodic reports and listings delivered to the Administrative
Agent in accordance with Section 6.2(c)), and a monthly Borrowing Base
Certificate from a Responsible Officer of the Borrower presenting the Borrower's
computation of the Borrowing Base will be periodically delivered to the
Administrative Agent in accordance with Section 6.2(d)."
2. Representations and Warranties. On and as of the date hereof and
after giving effect to this Amendment, 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
Amendment.
3. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendment provided for herein is
limited to the specific subsection of the Credit Agreement specified herein and
shall not constitute an amendment of, or an indication of the Lenders'
willingness to amend, 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 Amendment).
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 Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
5. Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment 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 AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT 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.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed and delivered by its duly authorized officer as of the day and
year first above written.
RELIANT BUILDING PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CFO & Sr. V.P.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed and delivered by its duly authorized officer as of the day and
year first above written.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title: Vice President
BANKBOSTON, N.A.
By:
Name:
Title:
BALANCED HIGH YIELD FUND I
BY BHF (USA) Capital Corporation acting as
Attorney-in-fact
By:
Name:
Title:
By:
Name:
Title:
PARIBAS
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
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:
Name:
Title:
By:
Name:
Title:
CIBC, INC.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Executive Director
KEY CORPORATE CAPITAL INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Designated Signer
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:
