FIRST AMENDMENT AND RELEASE
FIRST AMENDMENT, dated as of December 15, 1997 (this "Amendment"), to the
Credit Agreement, dated as of December 4, 1997 (as 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").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lender has agreed to make,
and has made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lender has 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 definined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
2. Amendments to Credit Agreement. (a) Section 1.1 of the Credit Agreement
is hereby amended by deleting the definition for "L/C Fee Payment Date" and
inserting in lieu thereof the following definition:
"L/C Fee Payment Date": the last day of each March, June, September
and December and the last day of the Revolving Credit Commitment Period.
(b) Section 9.5 of the Credit Agreement is hereby amended by inserting the
following phrase before the period at the end of such Section:
"(except that, in any case where this Agreement expressly requires that
such action be taken, or not be taken, only with consent or upon the
authorization of the Required Lenders, the Majority Facility Lenders, the
Majority Revolving Credit Facility Lenders or all of the Lenders, the
Administrative Agent may take such action, or refrain from taking such
action, only if it shall have received such consent or authorization)."
2
3. Release of Collateral. Pursuant to subsection 9.10 of the Credit
Agreement, the Administrative Agent hereby releases, effective upon the
consummation of the transaction described in the Asset Purchase Agreement (the
"Purchase Agreement"), dated as of December __, 1997 by and between Windsor
Door, Inc., a Delaware corporation ("Windsor"), and JMar & Sons, Inc. an
Illinois corporation, pursuant to which the assets therein described will be
sold by Windsor for approximately $120,000.00, and subject to the use of the
proceeds in accordance with subsection 2.12(b), all security interests and liens
which the Windsor may have granted to the Administrative Agent pursuant to the
Guarantee and Collateral Agreement over the assets described on Schedule I
attached hereto.
4. Conditions to Effectiveness. This Amendment shall become effective on
the date on which the following conditions precedent are satisfied (the "First
Amendment Effective Date"):
(a) The Grantors, the Administrative Agent and the Lender shall have
executed and delivered to the Administrative Agent this Amendment.
(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.
5. 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.
6. 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.
7. 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.
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/ R. XXXXXXX XXXXXXXX
-----------------------------------
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: CIBC XXXXXXXXXXX CORP., as agent
By: /s/ XXXX XXXXXXXXXX
-----------------------------------
Title:
CIBC INC., as a Lender
By: CIBC XXXXXXXXXXX CORP., as agent
By: /s/ XXXX XXXXXXXXXX
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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/ R. XXXXXXX XXXXXXXX
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Title:
