**Exhibit10.12**

 

 

 

**AMENDMENT NO.2 TO THE**

** **

**FIRST LIEN SENIOR SECUREDCREDIT AGREEMENT**

 

Dated as of January 9,2007

 

among

 

**WII MERGER CORPORATION****,**as the initial Borrower,

 

**CREDIT SUISSE**,as Administrative Agent, Swing Line Lender andan L/C Issuer,

 

The Other Lenders PartiesHereto

 

and

 

**CREDIT SUISSE,**as Collateral Agent

 

 

----

 

CREDIT SUISSE SECURITIES(USA) LLC

Sole Lead Arranger and SoleBookrunning Manager

 

----

 

 

 

** **

 

----

 

**AMENDMENT NO. 2 TO THECREDIT AGREEMENT**

** **

**Dated as of June 12,2007**

** **

**AMENDMENT NO. 2 TO THE CREDIT AGREEMENT**  (this “Amendment”) among WIICOMPONENTS, INC., a Delaware corporation (the “Borrower”), the Lendersparty thereto and CREDIT SUISSE, acting through one or more of its branches, orany Affiliate thereof (collectively, “Credit Suisse”), as AdministrativeAgent, Swing Line Lender, an L/C Issuer and Collateral Agent.

 

**PRELIMINARY STATEMENTS:**

 

(1)           WIIMerger Corporation and Credit Suisse entered into a Credit Agreement dated asof January 9, 2007, as amended by Amendment No. 1 dated as of February 7,2007 (as so amended, the “Credit Agreement”).  Capitalized terms not otherwise defined inthis Amendment have the same meanings as specified in the Credit Agreement.

 

(2)           Pursuantto the Merger and the Assumption Agreement, the Borrower assumed all of theobligations of WII Merger Corporation under the Loan Documents.

 

(3)           TheBorrower has requested that the Required Lenders agree to amend certainprovisions of the Credit Agreement as described herein.

 

(4)           TheRequired 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 thedate hereof and subject to the satisfaction of the conditions precedent setforth in Section 2, hereby amended as follows:

 

### (a)           The definition of “Commitment Letter” in Section 1.01is hereby deleted.

###  

### (b)           The definition of “Consolidated Interest Charges” ishereby replaced in its entirety with the following:

###  

### ““***Consolidated InterestCharges***” means, for any period, for the Borrower and itsSubsidiaries on a consolidated basis, the sum of (a) all interest, premiumpayments or debt discount of the Borrower and its Subsidiaries in connectionwith borrowed money (including capitalized interest) or in connection with thedeferred purchase price of assets, in each case to the extent treated asinterest in accordance with GAAP (but excluding any amortization or write-offof capitalized financing costs), (b) the portion of rent expense of theBorrower and its Subsidiaries with respect to such period under CapitalizedLeases that is treated as interest in accordance with GAAP, (c) the amountof dividends and distributions made to Holdings in respect of interest on theAcquisition Loan (or any Indebtedness incurred to refinance the AcquisitionLoan) during such period**** under Section 7.06(k), and (d) theimplied interest component of Synthetic Leases (regardless of whether accountedfor as interest expense under GAAP), all commissions, discounts and other feesand charges owed with respect to letters of credit and bankers’ acceptances andnet costs in respect of Swap Contracts constituting interest rate swaps,collars, caps or other arrangements requiring payments contingent upon interestrates of the Borrower and its Subsidiaries, excluding, amounts referred to inSections 2.09(b) and 10.04(a) of this Agreement.”

###  

 

2

----

 

### (c)           The definition of “Hedge Bank” in Section 1.01 ishereby amended by inserting the following after the first reference to the word“foregoing” therein:  “at the time itenters into a Secured Hedge Agreement”.

###  

### (d)           The definition of “Loan Documents” in Section 1.01 ishereby deleting clauses (a)(ix) and (b)(x) and inserting the word“and” before each of clauses (a)(viii) and (b)(ix).

###  

### (e)           The definition of “Obligations” in Section 1.01 ishereby amended by (i) inserting after “Letter of Credit” in the third linethereof the words “or under any Secured Hedge Agreement”, (ii) insertingbefore the word “whether” in the third line thereof the words “in each case”, (iii) deletingthe words “under the Loan Documents” in the ninth line thereof, and (iv) deletingthe phrase “(including any Secured Hedge Agreement)” at the end of clause (a) thereofand inserting in lieu thereof the words “or any Secured Hedge Agreement”.

###  

### (f)            The definition of “Revolving Credit Lender” in Section 1.01is hereby amended by adding the following at the end thereof:  “or, if the Revolving Credit Commitments havebeen terminated, a Lender that holds a Revolving Credit Loan or is obligated inrespect of a participation in Swing Line Loans or Letters of Credit”.

###  

### (g)           Section 2.01(b) is hereby amended by deletingclause (iii) thereof.

###  

### (h)           Section 2.09(a) is hereby amended by deletingthe words “(minus, at all times prior to the Existing Notes Repayment Date, theamount of the Delayed Revolver Commitment)” from the fourth line thereof.

###  

### (i)            Clause (a) of Section 6.17 is hereby amended toread as follows:

###  

“(a) atall times from and after the date on which any Loan Party is required todeposit funds in or maintain a Cash Collateral Account pursuant to any of theLoan Documents, a Cash Collateral Account with Credit Suisse or anothercommercial bank located in the United States that has executed an accountcontrol agreement with the Borrower and the Collateral Agent for the benefit ofthe Secured Parties pursuant to the Security Agreement and”

 

### (j)            Section 7.01 is hereby amended by deleting clause (w) thereof.

###  

### (k)           Section 7.06(j)is hereby amended to read as follows:

###  

“(j) so long as no Event of Default shall haveoccurred and be continuing or would result therefrom, (i) the Borrower maydeclare and directly or indirectly pay cash dividends and distributions toHoldings for the sole purpose of paying fees, premiums and expenses incurred inconnection with the repayment of all or part of the Acquisition Loan in anaggregate amount not to exceed $750,000 and (ii) from and after theExisting Notes Repayment Date, the Borrower may declare and directly orindirectly pay cash dividends and distributions to Holdings from the proceedsof the Term Borrowings (other than the Initial First Lien Term Advance) and theSecond Lien Credit Agreement for the sole purpose of repaying the AcquisitionLoan (or any Indebtedness incurred to refinance the Acquisition Loan) and anyrelated fees, interest or premiums associated therewith.”

 

 

 

3

----

 

### (l)            Section 7.11(c)(ii) is hereby amended bydeleting the word “Ration” appearing therein and replacing it with the word“Ratio”.

###  

### (m)          Section 8.03 is hereby amended by (i) deletingthe words “Lenders and the L/C Issuer” from clauses Second, Thirdand Fourth thereof and inserting “Secured Parties” in lieu thereof, and (ii) deletingthe words “owing under or in respect of the Loan Documents” from clause Sixththereof.

###  

### (n)           Schedule 2.01 is hereby amended by deleting the figure“$25,000,000” both times such figure appears under the heading “RevolvingCredit Commitment” and inserting in place thereof the figure “$12,500,000”.

###  

**SECTION 2.*        *Conditionsof Effectiveness.**  ThisAmendment shall become effective as of the date first above written when, andonly when,

 

### (a)           the Administrative Agent shall have received counterpartsof this Amendment executed by each Loan Party and the Required Lenders,

###  

### (b)           the Administrative Agent shall have received a certificatesigned by a duly authorized officer of the Borrower stating that: (i) therepresentations and warranties contained in Article V of the CreditAgreement are true and correct in all material respects on and as of the dateof such certificate as though made on and as of such date other than any suchrepresentations or warranties that, by their terms, refer to a date other thanthe date of such certificate; and (ii) no event has occurred and iscontinuing that constitutes a Default, and

###  

### (c)           all fees and expenses of theAdministrative Agent and the Lenders (including all reasonable fees andexpenses of counsel to the Administrative Agent), to the extent invoiced priorto the date hereof, shall have been paid.

###  

**SECTION 3.         Confirmation of Representations andWarranties.**  Each of theLoan Parties hereby represents and warrants, on and as of the date hereof, thatthe representations and warranties contained in the Loan Documents are true andcorrect in all material respects on and as of the date hereof, before and aftergiving 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, referto a specific date.

 

# ***SECTION 4.         Affirmation of Guarantors.***  Each Guarantor hereby consentsto the amendments to the Credit Agreement effected hereby, and herebyconfirms and agrees that, notwithstanding the effectiveness of this Amendment,the obligations of such Guarantor contained in the Holdings Guaranty or theSubsidiary Guaranty (as the case may be), or in any other Loan Document towhich it is a party are, and shall remain, in full force and effect and arehereby ratified and confirmed in all respects, except as set forth in Section 5(a) below.

 

**SECTION 5.         Referenceto and Effect on the Loan Documents.**  (a)  On and afterthe effectiveness of this Amendment, each reference in the Credit Agreement to“this Agreement”, “hereunder”, “hereof” or words of like import referring tothe Credit Agreement, and each reference in each of the other Loan Documents to“the Credit Agreement”, “thereunder”, “thereof” or words of like importreferring to the Credit Agreement, shall mean and be a reference to the CreditAgreement, as amended by this Amendment.

 

 

 

4

----

 

### (b)           The Credit Agreement and each of theother Loan Documents, as specifically amended by this Amendment, are and shallcontinue to be in full force and effect and are hereby in all respects ratifiedand confirmed.

###  

### (c)           The execution, delivery andeffectiveness of this Amendment shall not, except as expressly provided herein,operate as a waiver of any right, power or remedy of any Lender or theAdministrative Agent under the Credit Agreement, nor constitute a waiver of anyprovision of the Credit Agreement or any other Loan Document.

###  

**SECTION 6.         Costs,Expenses.**  The Borroweragrees to pay on demand all costs and expenses of the Administrative Agent(including, without limitation, the reasonable fees and expenses of counsel forthe Administrative Agent) in connection with the preparation, execution,delivery and administration, modification and amendment of this Amendment andthe other instruments and documents to be delivered hereunder, in accordancewith the terms of Section 10.04 of the Credit Agreement.

 

**SECTION 7.         Executionin Counterparts.**  ThisAmendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed shallbe deemed to be an original and all of which taken together shall constitutebut one and the same agreement.  Deliveryof an executed counterpart of a signature page to this Amendment byfacsimile shall be effective as delivery of a manually executed counterpart ofthis Amendment.

 

**SECTION 8.         GoverningLaw.**  ThisAmendment shall be governed by, and construed in accordance with, the laws ofthe State of New York.

 

 

                [The remainder of this page intentionallyleft blank.]

 

 

 

5

----

 

 

INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedby their respective officers thereunto duly authorized, as of the date firstabove written.

 
| **WII COMPONENTS, INC., as Borrower** |
|---------------------------------------|
|                                  |   |
|                                  |   |
| By                                    |   |
|                                  | Name: |
|                                  | Title: |

 

 

 

----

 

 
| **WII HOLDING, INC.,** |
|------------------------|
| as Guarantor           |
|                   |   |
|                   |   |
| By:                    |   |
|                   | Name: |
|                   | Title: |

 

 
| **WOODCRAFT INDUSTRIES, INC.,** |
|---------------------------------|
| as Guarantor                    |
|                            |   |
|                            |   |
| By                              |   |
|                            | Name: |
|                            | Title: |

 

 
| **BRENTWOOD ACQUISITION CORP.,** |
|----------------------------------|
| as Guarantor                     |
|                             |   |
|                             |   |
| By                               |   |
|                             | Name: |
|                             | Title: |

 

 
| **PRIMEWOOD, INC.,** |
|----------------------|
| as Guarantor         |
|                 |   |
|                 |   |
| By                   |   |
|                 | Name: |
|                 | Title: |

 

 

 

----

 

 
| **CREDIT SUISSE,**                           |
|----------------------------------------------|
| Cayman Islands Branch,                       |
| as Administrative Agent and Collateral Agent |
|                                         |   |
|                                         |   |
| By                                           |   |
|                                         | Name: |
|                                         | Title: |
|                                         |   |
|                                         |   |
| By                                           |   |
|                                         | Name: |
|                                         | Title: |

 

 

 

----

 

 
| **CREDIT SUISSE,**     |
|------------------------|
| Cayman Islands Branch, |
| as Lender              |
|                   |   |
|                   |   |
| By                     |   |
|                   | Name: |
|                   | Title: |
|                   |   |
| By                     |   |
|                   | Name: |
|                   | Title: |

 

 

 

----