Exhibit 10.18


 


EXECUTION COPY


 




 





 


WAIVER AND AMENDMENT NO. 4
TO THE


 


FIRST LIEN SENIOR SECURED
CREDIT AGREEMENT AND AMENDMENT NO. 1 TO 

HOLDINGS GUARANTY


 


Dated as of March 30,
2009


 


among


 


WII MERGER CORPORATION,

as the initial Borrower,


 


CREDIT SUISSE,

as Administrative Agent, Swing Line Lender and

an L/C Issuer,


 


The Other Lenders Parties
Hereto


 


and


 


CREDIT SUISSE,

as Collateral Agent


 






 


CREDIT SUISSE SECURITIES
(USA) LLC


 


Sole Lead Arranger and Sole
Bookrunning Manager


 






 


 




 





 

















 


WAIVER AND AMENDMENT NO. 4 TO THE

CREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY


 


Dated as of March 30, 2009


 


AMENDMENT NO. 4 TO THE CREDIT
AGREEMENT AND
AMENDMENT NO. 1 TO HOLDINGS GUARANTY (this “Amendment”) among WII COMPONENTS, INC., a Delaware
corporation (the “Borrower”), the Lenders party thereto and CREDIT
SUISSE, acting through one or more of its branches, or any Affiliate thereof
(collectively, “Credit Suisse”), as Administrative Agent, Swing Line
Lender, an L/C Issuer and Collateral Agent.


 


PRELIMINARY STATEMENTS:


 


(1)           WII Merger Corporation and Credit Suisse entered into a
Credit Agreement dated as of January 9, 2007, as amended by Amendment No. 1
dated as of February 7, 2007, Amendment No. 2 dated as of June 12,
2007 and Amendment No.3 dated February 19, 2008 (as so amended, the “Credit
Agreement”).  Capitalized terms not
otherwise defined in this Amendment have the same meanings as specified in the
Credit Agreement.


 


(2)           Pursuant to the Merger and the Assumption Agreement, the
Borrower assumed all of the obligations of WII Merger Corporation under the
Loan Documents.


 


(3)           The Borrower has requested that the Required Lenders agree
to amend certain provisions of the Credit Agreement as described herein.


 


(4)           The Required Lenders have agreed, subject to the terms and
conditions stated below, to amend the Credit Agreement as hereinafter set
forth.


 


SECTION 1.           Amendments to Credit Agreement.  The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 2, hereby amended as
follows:


 


(a)           The definition of “Applicable Margin” in Section 1.01
is hereby amended by (i) deleting the figure “3.75%” in clause (a) thereof
and replacing it with the figure “5.75%”, (ii) deleting the figure “2.75%”
in clause (b) thereof and replacing it with the figure “4.75%” and (iii) restating
the pricing grid in its entirety to read as follows:


 


	
  Pricing

  Level

  	
   

  	
  Consolidated Leverage Ratio

  	
   

  	
  Eurodollar Loans

  	
   

  	
  Base Rate Loans

  	
   

  
	
  I

  	
   

  	
  Greater than or equal
  to 4.00:1.00

  	
   

  	
  5.75

  	
  %

  	
  4.75

  	
  %

  
	
  II

  	
   

  	
  Less than 4.00:1.00 and
  greater than or equal to 3.00:1.00

  	
   

  	
  5.50

  	
  %

  	
  4.50

  	
  %

  
	
  III

  	
   

  	
  Less than 3.00:1.00

  	
   

  	
  5.25

  	
  %

  	
  4.25

  	
  %

  



 


(b)           The definition of “Consolidated EBITDA” in Section 1.01
is hereby amended by deleting the language: “up to $1,000,000 of transitional
expenses and other one-time expenses incurred or paid after the Closing Date
during the term of the Agreement” appearing in clause (i) thereof and
replacing with “[RESERVED]”.


 

















 


(c)           Section 4.02 is hereby amended by deleting the final paragraph
of such Section and replacing such paragraph with the following language: “Each
Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by the Borrower shall be deemed to be a representation
and warranty that (i) the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Credit
Extension and (ii) solely in the case of a Revolving Credit Borrowing or a
Swing Line Borrowing, after giving effect to such Borrowing and the use of the
proceeds thereof within five (5) Business Days after such Borrowing, the
aggregate amount of cash and Cash Equivalents on hand at the Borrower and its Subsidiaries
shall not exceed $3,500,000.”


 


(d)           Section 6.18 is hereby amended by deleting such
provision and replacing it with the following: “[RESERVED]”.


 


(e)           Section 7.02(a)(ii) is hereby amended by
deleting the date “March 31, 2009” appearing therein and replacing it with
the date “March 31, 2010”.


 


(f)            Section 7.02(c)(xiii) is hereby amended by deleting
the amount “$5,000,000” appearing therein and replacing it with the amount “$3,000,000”.


 


(g)           Section 7.03(r)(ii) is hereby amended by
deleting the language “for an aggregate amount not to exceed $10,000,000”
appearing therein and replacing it with the following language: “; provided, (A) after
giving effect to any such purchase the Borrower and its Subsidiaries shall be
in pro forma compliance with the financial covenants set forth in Section 7.11,
(B) no proceeds of any Revolving Credit Borrowing or Swing Line Borrowing
shall be used to make such purchases and (C) after giving effect to such
purchase, the Borrower and its Subsidiaries shall have not less than $4,500,000
of cash or Cash Equivalents on hand”.


 


(h)           Section 7.06(g)(iii)(A) is hereby amended by
deleting the reference to “$2,500,000” therein and replacing it with “$2,000,000”.


 


(i)            Section 7.06(k) is hereby amended by deleting
each reference to the date “March 31, 2009” appearing therein and
replacing it with the date “March 31, 2010”.


 


(j)            The grid in Section 7.11(a)(i) is hereby
amended to read as follows:


 




	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum Consolidated

  Leverage Ratio

  	
   

  
	
  December 31, 2008

  	
   

  	
  13.00:1.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  14.10:1.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  17.90:1.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  20.30:1.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  17.90:1.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  7.80:1.00

  	
   

  
	
  June 30, 2010 through December 31, 2011

  	
   

  	
  6.00:1.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  4.20:1.00

  	
   

  
	
  June 30, 2012

  	
   

  	
  4.00:1.00

  	
   

  
	
  September 30, 2012

  	
   

  	
  3.90:1.00

  	
   

  
	
  December 31, 2012

  	
   

  	
  3.80:1.00

  	
   

  






 


2

















 


(k)           The grid in Section 7.11(c)(i) is hereby amended
to read as follows:


 




	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Consolidated

  Interest Coverage Ratio

  	
   

  
	
  December 31, 2008

  	
   

  	
  1.30:1.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  1.20:1.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  1.00:1.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  0.95:1.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  1.00:1.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  1.90:1.00

  	
   

  
	
  June 30, 2010

  	
   

  	
  3.70:1.00

  	
   

  
	
  September 30, 2010 through December 31,
  2010

  	
   

  	
  3.80:1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  3.90:1.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  4.00:1.00

  	
   

  
	
  September 30, 2011 through December 31,
  2011

  	
   

  	
  4.10:1.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  4.70:1.00

  	
   

  
	
  June 30, 2012

  	
   

  	
  5.40:1.00

  	
   

  
	
  September 30, 2012

  	
   

  	
  6.20:1.00

  	
   

  
	
  December 31, 2012

  	
   

  	
  7.10:1.00

  	
   

  






 


(l)            Section 7.12 is hereby amended by replacing “, (b) fiscal
year 2010 and (c) each subsequent fiscal year, $12,500,000” in the third
and fourth lines thereof with “and (b) fiscal year 2010 and each
subsequent fiscal year, $12,500,000”.


 


(m)          Section 7.15(a)(vi) is hereby amended by deleting
the language “for an aggregate amount not to exceed $10,000,000, provided that
such purchase is not financed with the proceeds of the Term Loans” appearing
therein and replacing such language with the following: “; provided, (A) after
giving effect to any such purchase the Borrower and its Subsidiaries shall be
in pro forma compliance with the financial covenants set forth in Section 7.11,
(B) no proceeds of any Revolving Credit Borrowing or Swing Line Borrowing
shall be used to make such purchases and (C) after giving effect to such
purchase, the Borrower and its Subsidiaries shall have not less than $4,500,000
of cash or Cash Equivalents on hand”.


 


(n)           Section 8.01(o) is hereby amended by deleting
the date “March 31, 2009” appearing therein and replacing it with the date
“March 31, 2010”.


 


SECTION 2.           Conditions of Effectiveness.  This Amendment shall become effective as of
the date first above written when, and only when,


 


(a)           the Administrative Agent shall have received counterparts
of this Amendment executed by each Loan Party and the Required Lenders;


 


(b)           the Administrative Agent shall have received, in form and
substance reasonably satisfactory to the Administrative Agent, a certificate of
the Secretary or an Assistant Secretary of each Loan Party certifying that the
certified resolutions of the Board of Directors (or similar 


 


3

















 


governing body) of each Loan Party
delivered in connection with the Credit Agreement have not been amended,
modified or revoked and are in full force and effect on the date hereof;


 


(c)           all expenses and reasonable fees of
the Administrative Agent (including all reasonable fees and expenses of counsel
to the Administrative Agent), to the extent invoiced and due prior to the date
hereof, shall have been paid; and


 


(d)           The outstanding principal amount of,
and all accrued and unpaid interest on, the Term Loans shall have been paid in
full.


 


SECTION 3.           Waivers and Consents.


 


(a)           The Administrative Agent and Required
Lenders hereby waives any Default or Event of Default that may have arisen from
the Borrower’s failure to comply with Section 7.11(a)(i) or (c)(i),
in each case before giving effect to this Amendment and solely with respect to
the four fiscal quarters ending December 31, 2008.


 


(b)           The Administrative Agent and Required
Lenders herby consent to the amendment of Section 7(b) of the
Holdings Guaranty to renumber clause (xiv) thereof as clause (xv) and insert the
following language as a new clause (xiv) therein: “(xiv) Indebtedness incurred
by Guarantor as loans or advances from its direct or indirect Subsidiaries to
the extent such loans or advances were permitted under Section 7.03(j) and/or
Section 7.03(n) of the Credit Agreement; and”.


 


SECTION 4.           Confirmation
of Representations and Warranties and No Event of Default.  Each of the Loan Parties hereby represents
and warrants (a) on and as of the date hereof, that the representations
and warranties contained in the Loan Documents are true and correct in all
material respects on and as of the date hereof, but after giving effect to this
Amendment, as though made on and as of the date hereof, other than any such
representations or warranties that, by their terms, refer to a specific date
and (b) after giving effect to this Amendment, no event has occurred and
is continuing that constitutes a Default.


 


SECTION 5.           Affirmation
of Guarantors.  Each Guarantor hereby consents to the amendments to the
Credit Agreement effected hereby, and hereby confirms and
agrees that, notwithstanding the effectiveness of this Amendment, the
obligations of such Guarantor contained in the Holdings Guaranty or the
Subsidiary Guaranty (as the case may be), or in any other Loan Document to which
it is a party are, and shall remain, in full force and effect and are hereby
ratified and confirmed in all respects, except as set forth in Section 6(a) below.


 


SECTION 6.           Reference
to and Effect on the Loan Documents. 
On and after the effectiveness of this Amendment, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in each of the
other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.


 


(a)  The Credit Agreement and each of the other
Loan Documents, as specifically amended by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.


 


(b)  The execution, delivery and effectiveness of
this Amendment shall not, except as 


 


4

















 


expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement or any other Loan Document.


 


SECTION 7.           Costs, Expenses.  The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent (including, without limitation,
the reasonable fees and expenses of counsel for the Administrative Agent) in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder, in accordance with the terms of Section 10.04
of the Credit Agreement.


 


SECTION 8.           Execution in 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 shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


SECTION 9.           Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


[The
remainder of this page intentionally left blank.]


 


5
















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


 


	
   

  	
  WII COMPONENTS, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dale Herbst

  
	
   

  	
   

  	
  Name: Dale
  Herbst

  
	
   

  	
   

  	
  Title: Secretary

  



 


WII Components, Inc. - Waiver and
Amendment No. 4 to First Lien Credit Agreement


Signature Page


 

















 


	
   

  	
  WII HOLDING, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dale Herbst

  
	
   

  	
   

  	
  Name: Dale
  Herbst

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WOODCRAFT INDUSTRIES, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dale Herbst

  
	
   

  	
   

  	
  Name: Dale
  Herbst

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRENTWOOD ACQUISITION CORP.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dale Herbst

  
	
   

  	
   

  	
  Name: Dale
  Herbst

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRIMEWOOD, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dale Herbst

  
	
   

  	
   

  	
  Name: Dale
  Herbst

  
	
   

  	
   

  	
  Title: Secretary

  



 


WII Components, Inc. - Waiver and
Amendment No. 4 to First Lien Credit Agreement


Signature Page


 

















 


	
   

  	
  CREDIT SUISSE,

  
	
   

  	
  Cayman Islands Branch,

  
	
   

  	
  as Administrative Agent and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bill O’Daly

  
	
   

  	
   

  	
  Name: Bill O’Daly

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Karim Blasetti

  
	
   

  	
   

  	
  Name: Karim Blasetti

  
	
   

  	
   

  	
  Title: Vice President

  



 


WII Components, Inc. - Waiver and
Amendment No. 4 to First Lien Credit Agreement


Signature Page


 

















 


	
   

  	
  CREDIT SUISSE,

  
	
   

  	
  Cayman Islands Branch,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bill O’Daly

  
	
   

  	
   

  	
  Name: Bill O’Daly

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Karim Blasetti

  
	
   

  	
   

  	
  Name: Karim Blasetti

  
	
   

  	
   

  	
  Title: Vice President

  



 


WII Components, Inc. - Waiver and
Amendment No. 4 to First Lien Credit Agreement


Signature Page