SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated effective
as of the 15th day of November, 1996, among TJ INTERNATIONAL, INC. (the
Borrower"), WACHOVIA BANK OF GEORGIA, N.A., as Agent (the "Agent"), and the
banks (collectively, the "Banks") which are parties with the Borrower and the
Agent to that certain Amended and Restated Credit Agreement dated as of May 31,
1995, (as amended by the First Amendment thereto dated as of December 8, 1995,
the "Credit Agreement");
W I T N E S S E T H:
WHEREAS, the Borrower has requested and the Agent and the Banks have agreed
to certain amendments with respect to certain provisions of the Credit
Agreement, including, without limitation, increasing the Commitments from
$100,000,000 to $150,000,000, subject to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the Borrower, the Agent and the Banks hereby
convenant and agree as follows:
1. DEFINITIONS. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreements shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein", and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. AMENDMENT TO SECTION 1.01. The definition of "Termination Date" set
forth in Section 1.01 is deleted in its entirety and substituted in lieu thereof
is the following definition:
"Termination Date" means November 15, 2001.
3. AMENDMENT TO SECTION 2.05 (c). Section 2.05 (c) of the Credit
Agreement hereby is amended by deleting the same in its entirety and
substituting the following in lieu thereof:
(c) In addition to the foregoing, the outstanding principal amount
(or Face Amount) of the Loans and Bankers' Acceptances, if any,
together with all accrued but unpaid interest thereon, if any, shall
be due and payable on the Termination Date.
4. AMENDMENT TO COMMITMENT AMOUNTS. The signature pages of the Credit
Agreement hereby are amended to provide that the following Banks have the
following Commitments:
COMMITMENTS BANK
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$32,812,500 WACHOVIA BANK OF GEORGIA, N.A.
$28,125,000 CIBC INC.
$28,125,000 THE CHASE MANHATTAN BANK
$23,437,500 NBD BANK
$18,750,000 THE BANK OF TOKYO-MITSUBISHI,
LTD. (Seattle Agency) (formerly known as
BANK OF TOKYO, LTD.)
$18,750,000 US BANK OF IDAHO
TOTAL COMMITMENTS: $150,000,000
5. RELEASE OF GUARANTORS. The Borrower has informed the Agent and the
Banks that the Borrower intends, with respect to SYSTEMS ERECTION, INC.
("SEI"), a non-operating Subsidiary, to dissolve its corporate charter or allow
it to lapse (such dissolution or lapse being referred to herein as the "SEI
Dissolution"). The Agent and the Banks hereby agree that (i) SEI is hereby
released as and shall no longer be a Guarantor for any purposes under the Credit
Agreement or the other Loan Documents, and (ii) consent to the SEI Dissolution
and waive any Default or Event of Default caused by the SEI Dissolution under
the Credit Agreement or the other Loan Documents.
6. EFFECT OF AMENDMENT. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding, and
enforceable obligations of the Borrower.
7. RATIFICATION. The Borrower hereby restates, ratifies and reaffirms
each and every term, covenant, and condition set forth in the Credit Agreement
and the other Loan Documents effective as of the date hereof.
8. 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 and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.
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9. SECTION REFERENCES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
10. FURTHER ASSURANCES. The Borrower agrees to take such further actions
as the Agent shall reasonably request in connection herewith to evidence the
amendments herein contained to the Borrower.
11. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of Georgia.
12. CONDITIONS PRECEDENT. The following shall constitute express
conditions precedent to the effectiveness of this Amendment by the Banks and the
Agent: (i) receipt by the Agent from each of the parties hereto of a duly
executed counterpart of this Amendment, (ii) receipt by the Banks from the
Borrower of Second Amended and Restated Syndicated Loan Notes and Second Amended
and Restated Money Market Loan Notes in the forms respectively attached to the
Credit Agreement as Exhibits A-1 and ▇- ▇, each reflecting the respective
increased amounts of the Commitments, (iii) receipt by the Agent from each of
the Subsidiary Guarantors of a duly executed Acknowledgment Consent and
Reaffirmation of Guarantors in the form attached hereto, reflecting the
Guarantors' guarantee of the increased amounts of the Commitments and Loans
outstanding thereunder from time to time, (iv) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Borrower and its Subsidiaries,
substantially in the form previously delivered to the Agent and the Banks, and
(v) corporate and partnership certificates and documents substantially in the
form previously delivered to the Agent and the Banks.
IN WITNESS WHEREOF, the Borrower, the Agent, and each of the Banks has caused
this Amendment to be duly executed, under seal, by its duly authorized officer
as of the day and year first above written.
TJ INTERNATIONAL, INC. (SEAL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Treasurer & Corporate Secretary
WACHOVIA BANK OF GEORGIA, N.A.,
as Agent and as a Bank (SEAL)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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CIBC INC. (SEAL)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: Director
THE CHASE MANHATTAN BANK, N.A. (SEAL)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
NBD BANK (SEAL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Title Vice President
THE BANK OF TOKYO-MITSUBISHI, (SEAL)
LTD., (Seattle Agency) (formerly known as
BANK OF TOKYO, LTD.)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Assistant Vice President
US BANK OF IDAHO (SEAL)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title: Vice President
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