AMENDMENT NO. 1 TO THIRD AMENDED STOCKTICKERAND RESTATED
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT ("Amendment No. 1") is dated as of December 24, 2007 by and between
▇▇▇▇▇▇ PRODUCTS, INC. (formally known as R & B, Inc.),a Pennsylvania corporation
(the "Borrower") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (the "Bank") for itself and as agent hereunder (the "Agent").
WHEREAS, the Borrower and Bank are parties to a Third Amended
and Restated Credit Agreement dated as of date July 24, 2006 (the "Credit
Agreement"); and
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto, intending to be legally bound, hereby
agree that the Credit Agreement shall be amended as follows, effective on the
date first above written:
1. Revolving Credit Termination Date. The definition of "Revolving Credit
Termination Date" in Section 1.01 of the Credit Agreement is hereby amended to
read in its entirety as follows:
(a) "Revolving Credit Termination Date' means date June 30, 2010;
or such other date to which the Revolving Credit Facilities
have been extended in the sole discretion of the Bank(s) or
on which they have been terminated in accordance with the
terms of this Agreement."
2. Conditions Precedent. As a condition precedent to effectiveness of this
Amendment No. 1, the Agent must receive (a) an original copy of this Amendment
No. 1 executed by the Borrower, (b) an original executed Officer's Certificate
in the form attached hereto as Exhibit A, and (c) an original executed
Secretary's Certificate in the form attached hereto as Exhibit B.
3. Costs. The Borrower shall pay (as and when incurred) all costs, expenses
and fees (including, without limitation, any attorneys' fees) associated with
the Credit Agreement and this Amendment No. 1.
4. Capitalized Terms. All capitalized terms used in this Amendment No. 1, unless
otherwise defined herein, shall have the meanings ascribed thereto in the Credit
Agreement.
5. Representations and Covenants.The Borrower certifies that all representations
and warranties contained in the Loan Documents, including without limitation
the exhibits as amended hereby and attached hereto, are true, correct and
complete on and as of the date hereof, and that all covenants and agreements
made in the Loan Documents have been complied with and fulfilled, and that no
Default or Event of Default is in existence on the date hereof.
6. Ratification. Other than as specifically set forth herein, the Borrower
hereby ratifies and confirms the Loan Documents and all instruments and
agreements relating thereto, and confirms that (a) all of the foregoing
remain in full force and effect, (b) each of the foregoing is enforceable
against the Borrower in accordance with its terms, and (c) in furtherance and
not limitation of the foregoing, the security interests granted pursuant to the
Loan Documents and any other security agreement, surety agreement, mortgage,
assignment or other collateral agreement, remain in full force and effect
and secure all liabilities and obligations of the Borrower to the Bank(s)
under the Credit Agreement, as amended hereby, or otherwise.
7. Miscellaneous. Article XIII of the Credit Agreement is incorporated herein
by this reference and shall apply to this Amendment No. 1. Execution of this
Amendment No. 1 shall not constitute an agreement by the Agent or the Bank(s)
to execute any other amendment or modification of the Credit Agreement.
References to the Credit Agreement in any document relating thereto shall be
deemed to include this Amendment No. 1. This Amendment No. 1 may be executed
in counterparts.
IN WITNESS WHEREOF, the Borrower, the Agent, and the Bank have caused
this Amendment No. 1 to be duly executed and delivered as of the day and year
first above written.
WACHOVIA BANK, NATIONAL ASSOCIATION,
for itself and as Agent
By: /▇▇▇▇▇ ▇. ▇▇▇▇▇/
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:Senior Vice President
ATTEST: ▇▇▇▇▇▇ PRODUCTS, INC.
(formerly known as R & B, Inc.)
By: /▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇/ By: /▇▇▇▇▇▇▇ ▇▇▇▇▇▇/
------------------------ -------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Secretary Title: Chief Financial Officer
[Corporate Seal]
EXHIBIT A
OFFICER'S CERTIFICATE
Pursuant to Amendment No. 1 to the Third Amended and Restated
Credit Agreement
The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer of ▇▇▇▇▇▇
Products, Inc. (the "Company"), in such capacity and on behalf of such Company,
hereby certifies, pursuant to Amendment No. 1 ("Amendment No. 1") to the Third
Amended and Restated Credit Agreement dated as of July 24, 2006, as amended
the date hereof (collectively, the "Credit Agreement"), between ▇▇▇▇▇▇ Products,
Inc. and Wachovia Bank, National Association that:
(1) no Event of Default has occurred and is continuing;
(2) there has been no material adverse change in the Company's business,
operations, properties or condition, financial or otherwise, since
July 24, 2006; and
(3) all representations, warranties and covenants made by the Company in the
Credit Agreement and/or Amendment No. 1 are true and correct in all material
respects, and all conditions precedent to the Banks' obligations there under,
have been satisfied or waived by the Bank(s) in writing.
All capitalized terms herein shall have the meaning set forth
in the Credit Agreement, unless defined herein.
Dated: December ____, 2007 By: __________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
EXHIBIT B
SECRETARY'S CERTIFICATE -▇▇▇▇▇▇ PRODUCTS, INC.
Pursuant to Amendment No. 1 to Third Amended and Restated
Credit Agreement
The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary of
▇▇▇▇▇▇ Products, Inc. ("Company"), in such capacity and on behalf of such
Company, hereby certifies, pursuant to Amendment No. 1 ("Amendment No. 1") to
the Third Amended and Restated Credit Agreement dated as of July 24, 2006,
as amended the date hereof (collectively, the "Credit Agreement"), between the
Company and Wachovia Bank, National Association, that (i) the copies of items
(1), (2), (3) and (4) below as delivered pursuant to a Secretary's Certificate
dated July 24, 2006 and (ii) attached item (5) below are true and correct copies
of the following and are in full force and effect and have not been amended,
altered, or repealed as of the date hereof except as shown in such attachments:
(1) certificate of incorporation, as certified by the Secretary of State
of the state of incorporation, of the Company;
(2) good standing certificates with respect to the Company from the Secretary of
State of the state in which the Company is incorporated or formed, and in each
state in which the Company is required to qualify to do business, except such
states where the failure to so qualify would have no material adverse effect on
the financial condition of the Company;
(3) the bylaws of the Company;
(4) the names, incumbency and signatures of the officers of the Company
authorized to execute and deliver Amendment No. 1, upon which the Bank(s) may
conclusively rely until it shall receive a further certificate of the Company
amending the prior certificate; and
(5) resolutions of the Board of Directors of the Company, authorizing the
execution and delivery of Amendment No. 1 and all documents
related thereto.
Dated: December ____, 2007 By: __________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
