DIAMOND HOME SERVICES, INC.
AMENDMENT TO WAIVER TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank Bank of America National Trust and
Chicago, Illinois Savings Association
Chicago, Illinois
LaSalle National Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
April 20, 1998, as amended by that certain letter agreement dated as of April
23, 1998, that certain First Amendment dated as of August 13, 1998 and that
certain Second Amendment (the "SECOND AMENDMENT") dated as of November 13, 1998
(such Credit Agreement as so amended being hereinafter referred to as the
"CREDIT AGREEMENT"), and currently in effect by and among, Diamond Home
Services, Inc., a Delaware corporation (the "BORROWER"), and you (the "BANKS").
Reference is also hereby made to that Certain Waiver to Credit Agreement dated
as of December 23, 1998 and currently in effect by and among the Borrower and
the Banks (the "DECEMBER 0000 XXXXXX"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.
The Second Amendment waives the Borrower's noncompliance with the
minimum EBITDA covenant set forth in Section 8.26(b) of the Credit Agreement.
The December 1998 Waiver waives the Borrower's compliance as of December 31,
1998 with the Interest Coverage Ratio covenant set forth in Section 8.25 of the
Credit Agreement. Pursuant to the December 1998 Waiver, the effectiveness of the
Second Amendment's waiver of Section 8.26(b) and the December 1998 Waiver's
waiver of compliance with Section 8.25 as of December 31, 1998 are each
conditioned upon the effectiveness no later than January 20, 1999 (the
"AMENDMENT DEADLINE") of an amendment to the Credit Agreement described in the
Second Amendment. The Borrower hereby requests that the Banks amend the December
1998 Waiver to extend the Amendment Deadline to February 21, 1999, and the Banks
are willing to do so under the terms and conditions set forth in this Amendment.
1. AMENDMENT. Effective upon the Borrower's acceptance of this
Amendment in the space provided for that purpose below, the Banks hereby extend
the Amendment Deadline to February 12, 1999 (the "NEW AMENDMENT DEADLINE") and
any reference to the Amendment Deadline in the Waiver shall be deemed a
reference to the New Amendment Deadline.
2. SECOND AMENDMENT FEE. The Banks agree to defer until the New
Amendment Deadline the $168,750 balance of the Amendment Fee due and payable
pursuant to the Second Amendment. The Borrower's failure to pay the balance of
this Amendment Fee when due and payable shall constitute an Event of Default. No
additional fee is due and payable in consideration of this Amendment.
3. REPRESENTATIONS. In order to induce the Banks to execute and deliver
this Waiver, the Borrower hereby represents to the Banks that as of the date
upon which this Amendment becomes effective, after giving effect to this
Amendment, the Borrower is in full compliance with all of the terms and
conditions of the Credit Agreement, as amended hereby, and no Default or Event
of Default shall have occurred and be continuing under the Credit Agreement.
4. MISCELLANEOUS.
4.01 Except as specifically waived hereby, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as
specifically amended hereby.
4.02 This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
4.03 The Borrower agrees to pay all reasonable out-of-pocket costs and
expenses incurred by the Banks in connection with the preparation, execution and
delivery of this Amendment and the documents and transactions contemplated
hereby, including the reasonable fees and expenses of counsel for the Agent with
respect to the foregoing.
Dated as of December 20, 1999
DIAMOND HOME SERVICES, INC.
By /s/
Its Vice President and Chief Financial Officer
Accepted and agreed to in Chicago, Illinois as of the date and year last above
written.
XXXXXX TRUST AND SAVINGS BANK
By /s/
Its Vice President
LASALLE NATIONAL BANK
By /s/
Its Assistant Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION (successor by merger
to Bank of America Illinois)
By /s/
Its Senior Vice President
