**Exhibit 10.18**

** **

**EXECUTION COPY**

 

 

 

WAIVER AND AMENDMENT NO. 4TO THE

 

FIRST LIEN SENIOR SECUREDCREDIT 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 andan L/C Issuer,

 

The Other Lenders PartiesHereto

 

and

 

CREDIT SUISSE,as Collateral Agent

 

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CREDIT SUISSE SECURITIES(USA) LLC

 

Sole Lead Arranger and SoleBookrunning Manager

 

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** **

 

 

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** **

**WAIVER AND AMENDMENT NO. 4 TO THECREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY**

** **

**Dated as of March 30, 2009**

** **

**AMENDMENT NO. 4 TO THE CREDITAGREEMENT****ANDAMENDMENT NO. 1 TO HOLDINGS GUARANTY** (this “Amendment”) among WII COMPONENTS, INC., a Delawarecorporation (the “Borrower”), the Lenders party thereto and CREDITSUISSE, acting through one or more of its branches, or any Affiliate thereof(collectively, “Credit Suisse”), as Administrative Agent, Swing LineLender, an L/C Issuer and Collateral Agent.

 

**PRELIMINARY STATEMENTS:**

 

(1)           WII Merger Corporation and Credit Suisse entered into aCredit Agreement dated as of January 9, 2007, as amended by Amendment No. 1dated 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 “CreditAgreement”).  Capitalized terms nototherwise defined in this Amendment have the same meanings as specified in theCredit Agreement.

 

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

 

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

 

(4)           The Required Lenders have agreed, subject to the terms andconditions stated below, to amend the Credit Agreement as hereinafter setforth.

 

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

 

### (a)           The definition of “Applicable Margin” in Section 1.01is hereby amended by (i) deleting the figure “3.75%” in clause (a) thereofand 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) restatingthe 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 1.01is hereby amended by deleting the language: “up to $1,000,000 of transitionalexpenses and other one-time expenses incurred or paid after the Closing Dateduring the term of the Agreement” appearing in clause (i) thereof andreplacing with “**[RESERVED]**”.

 

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### (c)           Section 4.02 is hereby amended by deleting the final paragraphof such Section and replacing such paragraph with the following language: “EachRequest for Credit Extension (other than a Committed Loan Notice requestingonly a conversion of Loans to the other Type or a continuation of EurodollarRate Loans) submitted by the Borrower shall be deemed to be a representationand 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 CreditExtension and (ii) solely in the case of a Revolving Credit Borrowing or aSwing Line Borrowing, after giving effect to such Borrowing and the use of theproceeds thereof within five (5) Business Days after such Borrowing, theaggregate amount of cash and Cash Equivalents on hand at the Borrower and its Subsidiariesshall not exceed $3,500,000.”

###  

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

###  

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

###  

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

###  

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

###  

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

###  

### (i)            Section 7.06(k) is hereby amended by deletingeach reference to the date “March 31, 2009” appearing therein andreplacing it with the date “March 31, 2010”.

###  

### (j)            The grid in Section 7.11(a)(i) is herebyamended 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                                          |       |

 

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###  

### (k)           The grid in Section 7.11(c)(i) is hereby amendedto 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) fiscalyear 2010 and (c) each subsequent fiscal year, $12,500,000” in the thirdand fourth lines thereof with “and (b) fiscal year 2010 and eachsubsequent fiscal year, $12,500,000”.

###  

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

###  

### (n)           Section 8.01(o) is hereby amended by deletingthe 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 ofthe date first above written when, and only 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, in form andsubstance reasonably satisfactory to the Administrative Agent, a certificate ofthe Secretary or an Assistant Secretary of each Loan Party certifying that thecertified resolutions of the Board of Directors (or similar 

 

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### governing body) of each Loan Partydelivered 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 ofthe Administrative Agent (including all reasonable fees and expenses of counselto the Administrative Agent), to the extent invoiced and due prior to the datehereof, 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 infull.

###  

SECTION 3.           Waivers and Consents.

 

## (a)           The Administrative Agent and RequiredLenders hereby waives any Default or Event of Default that may have arisen fromthe 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 tothe four fiscal quarters ending December 31, 2008.

##  

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

##  

SECTION 4.           Confirmationof Representations and Warranties and No Event of Default.  Each of the Loan Parties hereby representsand warrants (a) on and as of the date hereof, that the representationsand warranties contained in the Loan Documents are true and correct in allmaterial respects on and as of the date hereof, but after giving effect to thisAmendment, as though made on and as of the date hereof, other than any suchrepresentations or warranties that, by their terms, refer to a specific dateand (b) after giving effect to this Amendment, no event has occurred andis continuing that constitutes a Default.

 

SECTION 5.           Affirmationof Guarantors.  Each Guarantor hereby consents to the amendments to theCredit Agreement effected hereby, and hereby confirms andagrees that, notwithstanding the effectiveness of this Amendment, theobligations of such Guarantor contained in the Holdings Guaranty or theSubsidiary Guaranty (as the case may be), or in any other Loan Document to whichit is a party are, and shall remain, in full force and effect and are herebyratified and confirmed in all respects, except as set forth in Section 6(a) below.

 

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

 

### (a)  The Credit Agreement and each of the otherLoan 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.

###  

### (b)  The execution, delivery and effectiveness ofthis Amendment shall not, except as 

 

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

 

SECTION 8.           Execution in Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed shall be deemed to be an original and all of whichtaken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of asignature page to this Amendment by facsimile shall be effective asdelivery of a manually executed counterpart of this Amendment.

 

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

 

[Theremainder of this page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be executed by their respective officers thereunto dulyauthorized, 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 andAmendment No. 4 to First Lien Credit Agreement

Signature Page

 

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|   | 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 andAmendment No. 4 to First Lien Credit Agreement

Signature Page

 

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|   | 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 andAmendment No. 4 to First Lien Credit Agreement

Signature Page

 

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|   | 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 andAmendment No. 4 to First Lien Credit Agreement

Signature Page

 

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