Exhibit 4.1(j)
▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: First Amendment to Credit Agreement
Reference is made to that certain Credit Agreement dated as of February 26,
2003 by and among Wickes Inc. ("Borrower"), the financial institutions from time
to time parties thereto, each as a Lender, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, a division
of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services Inc., individually as a Lender and
as agent ("Agent") (as amended, supplemented or modified from time to time, the
"Credit Agreement"). Borrower has requested that Agent and the Required Lenders
amend the Credit Agreement to extend the due date for the delivery of Deposit
Account Control Agreements with respect to certain Deposit Accounts maintained
by Borrower, and Agent and the Required Lenders have agreed to do so subject to
the terms and conditions hereof. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in the Credit
Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
herein contained, and such other consideration as the parties hereto mutually
agree, Agent, the Required Lenders and Borrower hereby agree as follows:
The Credit Agreement is amended as follows:
The final sentence of subsection 6.1(d) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"Agent and Lenders agree that notwithstanding anything contained herein to
the contrary, Borrower shall have until May 31, 2003 to deliver appropriate
Deposit Account Control Agreements with respect to each Deposit Account
maintained by Borrower."
2
This Amendment shall not become effective until it is fully executed by Agent,
the Required Lenders and Borrower. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
Except as expressly amended hereby and by any other supplemental documents or
instruments executed by either party hereto in order to effectuate the
transactions contemplated hereby, the Credit Agreement and the exhibits and
schedules thereto hereby are ratified and confirmed by the parties hereto and
remain in full force and effect in accordance with the terms hereof.
(signatures on next page)
3
IN WITNESS WHEREOF, Agent, the Required Lenders and Borrower have caused
this Amendment to be duly executed by their proper duly authorized officers as
of the day and year first set forth above.
WICKES INC., as Borrower
By:________________________________
Name:______________________________
Title:_____________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, a division of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial
Services Inc.,
as Agent, Collateral Agent, Book
Manager,
Lead Arranger and a Lender
By:________________________________
Name:______________________________
Title:_____________________________
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as a Lender
By:________________________________
Name:______________________________
Title:_____________________________
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By:________________________________
Name:______________________________
Title:_____________________________
4
COMERICA BANK, as a Lender
By:________________________________
Name:______________________________
Title:_____________________________
LASALLE BUSINESS CREDIT LLC, as a Lender
By:________________________________
Name:______________________________
Title:_____________________________
5
Exhibit 4.1(k)
WAIVER AND SECOND AMENDMENT TO
CREDIT AGREEMENT
This Waiver and Second Amendment to Credit Agreement, dated as of April 4,
2003 (this "Agreement"), is among WICKES INC., a Delaware corporation
("Borrower"), the persons set forth on the signature pages hereto who are
designated as "Lenders", and ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇▇ ▇▇▇▇▇
BUSINESS FINANCIAL SERVICES INC., for itself as Lender and as Agent for each
other Lender.
WITNESSETH:
WHEREAS, Borrower, Agent and Lenders are parties to that certain Credit
Agreement dated as of February 26, 2003 (as heretofore amended, the "Credit
Agreement"; capitalized terms not otherwise defined herein having the
definitions provided therefor in the Credit Agreement);
WHEREAS, certain Events of Default exists under the Credit Agreement (as
set forth below);
WHEREAS, in order to induce Agent and Lenders to waive the existing Events
of Default under the Credit Agreement, the parties hereto wish to amend the
Credit Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Waivers.
(a) Subject to the satisfaction of the conditions set forth in Paragraph 3
below, Agent and Lenders hereby waive the Events of Default arising under (i)
Section 9.1 (j) of the Credit Agreement as a result of (A) Investor and
Riverside ceasing between them to, directly or indirectly, own beneficially and
of record and control at least 25% of the outstanding voting equity interests of
Borrower and (B) Imagine Investments, Inc. owning or controlling a greater
percentage of the outstanding voting equity interests of Borrower than Investor
(the "Existing Defaults") and (ii) Section 4.1(b) of the Credit Agreement as a
result of Borrower's failure to timely deliver to Agent and Lenders the annual
audited financial statements required therein. Except as a result of the waivers
set forth in this Paragraph 1 and except for the amendments set forth in
Paragraph 2 below, nothing contained herein shall be deemed to constitute a
waiver of any Default or Event of Default that may heretofore or hereafter occur
or have occurred and be continuing or to modify any provision of the Credit
Agreement.
(b) Except as expressly provided herein, the execution and delivery of this
Agreement shall not: (1) constitute an extension, modification, or waiver of any
aspect of the Credit Agreement or the other Financing Documents; (ii) extend the
terms of the Credit Agreement or the due date of any of the Obligations; (iii)
give rise to any obligation on the part of Agent or any Lender to extend, modify
or waive any term or condition of the Credit Agreement or the other Financing
Documents; or (iv) give rise to any defenses or counterclaims to Agent's or any
Lenders' right to compel payment of the Obligations or to otherwise enforce its
6
rights and remedies under the Credit Agreement and the other Financing
Documents.
2. Amendments to the Credit Agreement. Subject to the satisfaction of the
conditions set forth in Paragraph 3 below, the Credit Agreement is hereby
amended as follows:
(a) Section 4.1(b) of the Credit Agreement is hereby amended and restated
in its entirety as follows:
(b) as soon as available and in any event within one hundred five (105)
days after the end of the 2002 Fiscal Year, and within ninety (90) days after
the end of each subsequent Fiscal Year, a consolidated and consolidating balance
sheet of Borrower and its Consolidated Subsidiaries as of the end of such Fiscal
Year and the related consolidated and consolidating statements of operations,
stockholders' equity and cash flows for such Fiscal Year, setting forth in each
case in comparative form the figures for the previous Fiscal Year and the
figures for such Fiscal Year set forth in the annual operating and capital
expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(1),
certified (solely with respect to such consolidated statements (and not with
respect to such annual operating and capital expenditure budgets and cash flow
forecasts)) without qualification by independent public accountants acceptable
to Agent of nationally recognized standing;
(b) Section 5.12(iii) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(iii) the payment of salary and related benefits to Investor in his
capacity as an officer and director of Borrower (so long as he retains such
positions), and following Investor's resignation as an officer and director of
Borrower, the severance payment provided in the certain Agreement dated April 4,
2003 between Borrower and Investor,
(c) Section 9.1(j) of the Credit Agreement is hereby amended and restated
in its entirety as follows:
(1) Imagine Investments, Inc. shall cease to, directly or indirectly, own
beneficially and of record and control at least 35% of the outstanding voting
equity interests of Borrower, (2) any Person other than Imagine Investments,
Inc. shall, directly or indirectly, own or control a greater percentage of the
outstanding voting equity interests of Borrower than Imagine Investments, Inc.,
(3) Continuing Directors shall cease to constitute at least a majority of the
board of directors (or similar governing body) of Borrower, (4) Borrower shall
cease to, directly or indirectly, own and control one hundred percent (100%) of
each class of the outstanding equity interests of each Subsidiary, unless such
Subsidiary is dissolved and liquidated or (5) any "Change of Control", "Change
in Control", or terms of similar import occurs under any Subordinated Debt
Document or Swap Debt Document;
3. Conditions. The effectiveness of the waivers and the amendments stated
in this Agreement are subject to the following conditions precedent or
concurrent, each of which must be satisfied no later than the date hereof,
failing which this Agreement shall be null and void:
7
(a) No Default. Except for the Existing Defaults, no Default or Event of
Default under the Credit Agreement, as amended hereby, shall have occurred and
be continuing.
(b) Warranties and Representations. The warranties and representations of
Borrower contained in this Agreement, the Credit Agreement, as amended hereby,
and the Financing Documents (other than as to the Existing Defaults), shall be
true and correct in all material respects as of the date hereof, with the same
effect as though made on such date, except to the extent that such warranties
and representations expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects as of such earlier date. Borrower hereby represents and warrants that,
as of the date hereof, (i) all of the representations and warranties referred to
in the immediately preceding sentence are true and correct in all material
respects as of the date hereof, and (ii) after giving effect to the waiver set
forth above no Default or Event of Default has occurred and is continuing.
(c) Amendment Fee. Borrower shall pay to Agent, for the ratable benefit of
Lenders, a non-refundable amendment fee of $312,500, all of which shall be fully
earned and payable on the date hereof.
4. Additional Agreements.
(a) Borrower hereby agrees that prior to December 31, 2003, Borrower will
not consummate any voluntary redemption or purchase of Subordinated Debt or Swap
Debt. Thereafter, such redemptions may be made in compliance with the Credit
Agreement.
(b) Borrower hereby agrees to immediately commence a search for a successor
Chief Executive Officer to fill the vacancy expected to be created by the
departure of ▇▇▇▇▇▇ ▇▇▇▇▇▇. Such search may involve candidates who are currently
employees of Borrower.
(c) Borrower hereby agrees to hire a successor Chief Executive Officer, who
is reasonably satisfactory to the Required Lenders, prior to December 31, 2003.
(d) Borrower hereby agrees that until a Chief Executive Officer is hired in
accordance with the immediately preceding sentence, the Chief Executive Officer
function of Borrower will be performed by a combination of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇.
(e) Borrower hereby agrees that if prior to the hiring of a new Chief
Executive Officer, as set forth above, any of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ or
▇▇▇▇▇ ▇▇▇▇▇▇ either voluntarily terminates his employment with Borrower or has
his employment with Borrower terminated by Borrower without cause, an Event of
Default will occur.
(1) Borrower hereby agrees that at all times until Borrower has delivered
to Agent Borrower's audited financial statements for the year ending on or about
December 31, 2003, the term "Availability Block" will equal $15,000,000.
8
Borrower acknowledges that any breach of any of the agreements set forth in
this Paragraph 4 shall constitute an Event of Default.
5. Miscellaneous.
(a) Captions. Section captions used in this Agreement are for convenience
only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made under and
governed by the laws of the State of Illinois, without regard to conflict of
laws principles.
Whenever possible each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the sole benefit of Borrower, Agent and Lenders and their respective
successors and assigns.
(e) References. Any reference to the Credit Agreement contained in any
notice, request, certificate, or other document executed concurrently with or
after the execution and delivery of this Agreement shall be deemed to include
this Agreement unless the context shall otherwise require.
(f) Release. Without limiting the Credit Agreement and the other Financing
Documents, Borrower hereby waives any defenses to the enforcement of the Credit
Agreement and of the other Financing Documents, and hereby releases any claims
or causes of action against Agent and each Lender which may now or hereafter be
available to Borrower arising out of: (i) the administration of the Credit
Agreement, the other Financing Documents or the Obligations prior to the date
hereof or as a result of taking actions permitted hereunder; (ii) the
negotiation and execution of this Agreement; or (iii) any other matter arising
prior to the date hereof and pertaining to the Credit Agreement, the other
Financing Documents or the Obligations.
(g) Continued Effectiveness. Notwithstanding anything contained herein, the
terms of this Agreement are not intended to and do not serve to effect a
novation as to the Credit Agreement. The parties hereto expressly do not intend
to extinguish the Credit Agreement. Instead, it is the express intention of the
parties hereto to reaffirm the indebtedness created under the Credit Agreement
which is evidenced by the Notes and secured by the Collateral. The Credit
Agreement as amended hereby and each of the Financing Documents remain in full
force and effect.
9
(h) Construction. Borrower acknowledges that it has been represented by its
own legal counsel in connection with the Financing Documents and this Agreement,
that it has exercised independent judgment with respect to the Financing
Documents and this Agreement, and that it has not relied on the Agent's or on
Lenders' counsel for any advice with respect to the Financing Documents or this
Agreement.
Delivered at Chicago, Illinois, as of the day and year first above written.
WICKES INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, a division of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services Inc.,
as Agent, Collateral Agent, Book Manager,
Lead Arranger and a Lender
By:___________________________________________
Name:_________________________________________
Tit1e:________________________________________
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as a Lender
By:___________________________________________
Name:_________________________________________
Title:________________________________________
THE CIT GROUP/BUSINESS CREDIT, INC., as a
Lender
By:___________________________________________
Name:_________________________________________
Title:________________________________________
10
REAFFIRMATION OF GUARANTY
In order to induce ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, in its capacity as Lender and as
agent for Lenders ("Agent"), and Lenders, to execute and deliver that certain
Waiver and Amendment to Credit Agreement of even date herewith (the
"Amendment"), each of Lumber Trademark Company and GLC Division Inc. hereby
reaffirms its respective obligations under that certain Guaranty dated as of
February 26, 2003 by them in favor of Agent (the "Guaranty"). Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Credit Agreement dated as of February 26, 2003 by and among Agent, Lenders
and Wickes Inc. (as the same has been, and may be from time to time, amended,
supplemented or otherwise modified, the "Credit Agreement").
Each of the undersigned further agrees that the Guaranty shall remain in
full force and effect following the execution and delivery of the Amendment,
that all references to the "Credit Agreement" in the Guaranty executed by it
shall be deemed to refer to the Credit Agreement as amended by the Amendment.
Except as set forth in the immediately preceding sentence, the Guaranty shall
remain unmodified and in full force and effect.
This Reaffirmation of Guaranty is dated as of April 4, 2003.
LUMBER TRADEMARK COMPANY
By:_____________________________________
Its:____________________________________
GLC DIVISION INC.
By:_____________________________________
Its:____________________________________
11
Exhibit 4.1(l)
CONSENT AND THIRD AMENDMENT TO
CREDIT AGREEMENT
This Consent and Third Amendment to Credit Agreement, dated as of May 31,
2003 (this "Agreement"), is among WICKES INC., a Delaware corporation
("Borrower"), the persons set forth on the signature pages hereto who are
designated as "Lenders", and ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇▇ ▇▇▇▇▇
BUSINESS FINANCIAL SERVICES INC., for itself as Lender and as Agent for each
other Lender.
W I T N E S S E T H:
--------------------
WHEREAS, Borrower, Agent and Lenders are parties to that certain Credit
Agreement dated as of February 26, 2003 (as heretofore amended, the "Credit
Agreement"; capitalized terms not otherwise defined herein having the
definitions provided therefor in the Credit Agreement);
WHEREAS, Borrower has requested that Required Lenders consent to the hiring
of ▇▇▇▇▇ ▇'▇▇▇▇▇ as Borrower's Chief Executive Officer, as required by the terms
of Section 4(c) of the certain Waiver and Second Amendment to Credit Agreement
dated as of April 4, 2003;
WHEREAS, Borrower has also requested that, in light of Borrower's current
projected financing needs, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ its efforts to syndicate a
$15,000,000 portion of its Revolving Loan Commitment Amount and that Lenders
agree to amend the Credit Agreement in order to reduce the Revolving Loan
Commitment and ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ Revolving Loan Commitment Amount by $15,000,000;
WHEREAS, Borrower has also requested that Agent and Required Lenders agree
to amend the Credit Agreement to extend the due date for the delivery of Deposit
Account Control Agreements with respect to certain Deposit Accounts maintained
by Borrower;
NOW, THEREFORE, the parties hereto agree as follows:
1. Consent.
-------
(a) Subject to the satisfaction of the conditions set forth in Paragraph 3
below, Required Lenders hereby consent to the hiring by Borrower of ▇▇▇▇▇
▇'▇▇▇▇▇ as Chief Executive Officer. Except for such consent and except for the
amendments set forth in Paragraph 2 below, nothing contained herein shall be
deemed to be a consent to any departure from the terms of the Credit Agreement
that may heretofore or hereafter occur or have occurred and be continuing or to
modify any provision of the Credit Agreement.
(b) Except as expressly provided herein, the execution and delivery of this
Agreement shall not: (i) constitute an extension, modification, or waiver of any
aspect of the Credit Agreement or the other Financing Documents; (ii) extend the
terms of the Credit Agreement or the due date of any of the Obligations; (iii)
give rise to any obligation on the part of Agent or any Lender to extend, modify
or waive any term or condition of the Credit Agreement or the other Financing
Documents; or (iv) give rise to any defenses or counterclaims to Agent's or any
12
Lenders' right to compel payment of the Obligations or to otherwise enforce its
rights and remedies under the Credit Agreement and the other Financing
Documents.
2. Amendments to the Credit Agreement. Subject to the satisfaction of the
------------------------------------
conditions set forth in Paragraph 3 below, the Credit Agreement is hereby
amended as follows:
(a) The final sentence of subsection 6.1(d) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"Agent and Lenders agree that notwithstanding anything contained herein to
the contrary, Borrower shall have until August 31, 2003 to deliver appropriate
Deposit Account Control Agreements with respect to each Deposit Account
maintained by Borrower."
(b) Annex A to the Credit Agreement is hereby amended and restated in its
entirety as set forth on Annex A attached hereto.
3. Conditions. The effectiveness of the consent and the amendments stated
----------
in this Agreement are subject to the following conditions precedent or
concurrent, each of which must be satisfied no later than the date hereof,
failing which this Agreement shall be null and void:
(a) No Default. No Default or Event of Default under the Credit Agreement,
----------
as amended hereby, shall have occurred and be continuing.
(b) Warranties and Representations. The warranties and representations of
-------------------------------
Borrower contained in this Agreement, the Credit Agreement, as amended hereby,
and the Financing Documents, shall be true and correct in all material respects
as of the date hereof, with the same effect as though made on such date, except
to the extent that such warranties and representations expressly relate to an
earlier date, in which case such representations and warranties shall have been
true and correct in all material respects as of such earlier date. Borrower
hereby represents and warrants that, as of the date hereof, (i) all of the
representations and warranties referred to in the immediately preceding sentence
are true and correct in all material respects as of the date hereof, and (ii) no
Default or Event of Default has occurred and is continuing.
(c) Revolving Loan Note. Borrower shall have executed and delivered to
--------------------
Agent, for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇, a new Revolving Loan Note in form and
substance satisfactory to Agent.
4. Additional Agreement. Promptly after the effectiveness of this
----------------------
Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ agrees to return its existing Revolving Credit Note to
Borrower for cancellation.
13
5. Miscellaneous.
-------------
(a) Captions. Section captions used in this Agreement are for convenience
--------
only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made under and
--------------
governed by the laws of the State of Illinois, without regard to conflict of
laws principles. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be binding upon and shall
----------------------
inure to the sole benefit of Borrower, Agent and Lenders and their respective
successors and assigns.
(e) References. Any reference to the Credit Agreement contained in any
----------
notice, request, certificate, or other document executed concurrently with or
after the execution and delivery of this Agreement shall be deemed to include
this Agreement unless the context shall otherwise require.
f) Release. Without limiting the Credit Agreement and the other Financing
-------
Documents, Borrower hereby waives any defenses to the enforcement of the Credit
Agreement and of the other Financing Documents, and hereby releases any claims
orcauses of action against Agent and each Lender which may now or hereafter be
available to Borrower arising out of: (i) the administration of the Credit
Agreement, the other Financing Documents or the Obligations prior to the date
hereof or as a result of taking actions permitted hereunder; (ii) the
negotiation and execution of this Agreement; or (iii) any other matter arising
prior to the date hereof and pertaining to the Credit Agreement, the other
Financing Documents or the Obligations.
(g) Continued Effectiveness. Notwithstanding anything contained herein, the
-----------------------
terms of this Agreement are not intended to and do not serve to effect a
novation as to the Credit Agreement. The parties hereto expressly do not intend
to extinguish the Credit Agreement. Instead, it is the express intention of the
parties hereto to reaffirm the indebtedness created under the Credit Agreement
which is evidenced by the Notes and secured by the Collateral. The Credit
Agreement as amended hereby and each of the Financing Documents remain in full
force and effect.
(h) Construction. Borrower acknowledges that it has been represented by its
------------
own legal counsel in connection with the Financing Documents and this Agreement,
that it has exercised independent judgment with respect to the Financing
Documents and this Agreement, and that it has not relied on the Agent's or on
Lenders' counsel for any advice with respect to the Financing Documents or this
Agreement.
14
Delivered at Chicago, Illinois, as of the day and year first above written.
WICKES INC.
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, a division of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services Inc.,
as Agent, Collateral Agent, Book Manager,
Lead Arranger and a Lender
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as a Lender
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
THE CIT GROUP/BUSINESS CREDIT, INC., as a
Lender
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
COMERICA BANK, as a Lender
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
15
REAFFIRMATION OF GUARANTY
In order to induce ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, in its capacity as Lender and as
agent for Lenders ("Agent"), and Lenders, to execute and deliver that certain
Consent and Third Amendment to Credit Agreement of even date herewith (the
"Amendment'), each of Lumber Trademark Company and GLC Division Inc. hereby
reaffirms its respective obligations under that certain Guaranty dated as of
February 26, 2003 by them in favor of Agent (the "Guaranty"). Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Credit Agreement dated as of February 26, 2003 by and among Agent, Lenders
and Wickes Inc. (as the same has been, and may be from time to time, amended,
supplemented or otherwise modified, the "Credit Agreement").
Each of the undersigned further agrees that the Guaranty shall remain in
full force and effect following the execution and delivery of the Amendment,
that all references to the "Credit Agreement" in the Guaranty executed by it
shall be deemed to refer to the Credit Agreement as amended by the Amendment.
Except as set forth in the immediately preceding sentence, the Guaranty shall
remain unmodified and in full force and effect.
This Reaffirmation of Guaranty is dated as of May 31, 2003.
LUMBER TRADEMARK COMPANY
By:_____________________________________
Name:___________________________________
Title:__________________________________
GLC DIVISION INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
16
ANNEX A
COMMITMENT ANNEX
Revolving Loan Revolving Loan Term Loan
Lender Commitment Amount Commitment Term Loan Commitment
Percentage Commitment Amount Percentage
--------------------------- ----------------- -------------- ----------------- ----------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital $25,000,000 29.4118% $10,000,000 40%
Congress Financial $20,000,000 23.5294% $5,000,000 20%
Corporation (Central)
The CIT Group/Business $20,000,000 23.5294% $5,000,000 20%
Credit, Inc.
LaSalle Business Credit LLC $12,000,000 14.1176% $3,000,000 12%
Commerica Bank $8,000,000 9.4118% $2,000,000 8%
------------ ------------ ------------ ------------
TOTALS $85,000,000 100% $25,000,000 100%
============ ============ ============ ============
