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FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT, dated as of November 30, 2007, amends and modifies a certain Credit
Agreement, dated as of October 2, 2007 (as so amended, the “Credit Agreement”), among VARISTAR
CORPORATION, a Minnesota corporation (the “Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Agent (in
such capacity, the “Agent”), and the Banks, as defined therein. Terms not otherwise expressly
defined herein shall have the meanings set forth in the Credit Agreement.



     FOR VALUE RECEIVED, the Borrower, the Agent and the Banks agree that the Credit Agreement is
amended as follows.



ARTICLE I — AMENDMENT TO THE CREDIT AGREEMENT




     1.1 Other Agreements. Section 9.5 is amended to read as follows:




     “Section 9.5 Other Agreements. Enter into any agreement, bond, note or other
instrument with or for the benefit of any Person other than the Banks which would: (a) be
violated or breached by the Borrower’s performance of its obligations under the Loan
Documents, or (b) prohibit any Subsidiary of the Borrower from paying dividends or
distributions on, or redeeming, acquiring or retiring for value, any shares of stock or
other ownership interest that the Borrower holds in such Subsidiary.”


For convenience of reference, the change to such Section constitutes deletion of the wording
formerly in subsection (a) that had read:





”(a) prohibit the Borrower or such Material Subsidiary from granting, or otherwise limit the
ability of the Borrower or such Material Subsidiary to grant, to the Banks any Lien on any
assets or properties of the Borrower or such Material Subsidiary;”



     1.2 Indebtedness. Section 9.8 is amended by deleting the period at the end of
subsection (h), adding “; and” and adding new subsection (i), which shall read as follows:




”(i) Indebtedness consisting of guaranties expressly permitted by Section 9.10.”



     1.3 Construction. All references in the Credit Agreement to “this Agreement”,
“herein” and similar references shall be deemed to refer to the Credit Agreement as amended by this
Amendment.



ARTICLE II — REPRESENTATIONS AND WARRANTIES




     To induce the Agent and the Banks to enter into this Amendment and to make and maintain the
Loans under the Credit Agreement as amended hereby, the Borrower hereby warrants and represents to
the Agent and the Banks that it is duly authorized to execute and deliver this Amendment, and to
perform its obligations under the Credit Agreement as amended hereby, and



 









 







that this Amendment constitutes the legal, valid and binding agreement of the Borrower, enforceable
in accordance with its terms.



ARTICLE III — CONDITIONS PRECEDENT




     This Amendment shall become effective on the date first set forth above, provided, however,
that the effectiveness of this Amendment is subject to the satisfaction of each of the following
conditions precedent:



     3.1 Warranties. Before and after giving effect to this Amendment, the representations
and warranties in Article VII of the Credit Agreement shall be true and correct as though
made on the date hereof, except for changes that are permitted by the terms of the Credit
Agreement. The execution by the Borrower of this Amendment shall be deemed a representation that
the Borrower has complied with the foregoing condition.



     3.2 Defaults. Before and after giving effect to this Amendment, no Default and no
Event of Default shall have occurred and be continuing under the Credit Agreement. The execution
by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied
with the foregoing condition.



     3.3 Documents and Fee. The Borrower, the Agent and the Required Bank shall have
executed and delivered this Amendment and the Borrower shall have paid to the Agent a fee of
$50,000, which shall be distributed by the Agent to the Banks on a ratable basis, in accordance
with their respective Percentages.



     ARTICLE IV — GENERAL



     4.1 Expenses. The Borrower agrees to reimburse the Agent upon demand for all
reasonable expenses (including reasonable attorneys’ fees and legal expenses) incurred by this
Agent in the preparation, negotiation and execution of this Amendment and any other document
required to be furnished herewith.



     4.2 Counterparts. This Amendment may be executed in as many counterparts as may be
deemed necessary or convenient, and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original but all such counterparts shall constitute
but one and the same instrument.



     4.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provisions in any other jurisdiction.



     4.4 Law. This Amendment shall be a contract made under the laws of the State of
Minnesota, which laws shall govern all the rights and duties hereunder.



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     4.5 Successors; Enforceability. This Amendment shall be binding upon the Borrower,
and Agent and the Banks and their respective successors and assigns, and shall inure to the benefit
of the Borrower, the Agent and the Banks and the successors and assigns of the Agent and the Banks.
Except as hereby amended, the Credit Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.



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



(signature pages follow)




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	 	VARISTAR CORPORATION

 	 
	 	By:  	/s/ Kevin Moug
 	 
	 	 	Title: CFO & Treasurer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Delton Steele
 	 
	 	 	Title:  Vice President/Senior Lender  	 
	 	 	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Daniel R. Petrik
 	 
	 	 	Title: Sr. Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	Kevin D. Smith
 	 
	 	 	Title: Senior Vice President  	 
	 	 	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Patrick McCue
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 



(additional signature page follows)




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	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	Helen D. Davis
 	 
	 	 	Title: Vice President  	 
	 	 	 	 
	 



	 	 	 	 	 
	 	BANK OF THE WEST

 	 
	 	By:  	/s/ Josh Pirozzolo
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Robert J. Cole
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 




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ACKNOWLEDGMENT





     Reference is made to the Guaranty, dated as of October 2, 2007 (the “Guaranty”) pursuant to
which each of the undersigned, as Guarantors (the “Guarantor”) has jointly and severally guaranteed
payment and performance of obligations of Varistar Corporation (the “Borrower”) to U.S. Bank
National Association, as Agent, and the Banks (the “Creditors”) under the Credit Agreement among
the Borrower and the Creditors dated as of October 2, 2007 (the “Credit Agreement”) and under each
Note and Loan Document, as defined in the Credit Agreement. Each Guarantor acknowledges that it
has received a copy of the proposed First Amendment to the Credit Agreement, to be dated on or
about November 30, 2007 (the “Amendment”). Each Guarantor agrees and acknowledges that the
Amendment shall in no way impair or limit the right of the Creditors under the Guaranty, and
confirm that by the Guaranty, such Guarantor continues to guaranty payment and performance of the
obligations of the Borrower to the Creditors under the Credit Agreement as amended pursuant to the
Amendment. Each Guarantor hereby confirms that the Guaranty remains in full force and effect,
enforceable against such Guarantor in accordance with its terms.



Dated as of November 30, 2007.




BTD Manufacturing, Inc.

DMI Industries, Inc.

DMS Health Technologies, Inc.

DMS Imaging, Inc.

Foley Company

Idaho Pacific Holdings, Inc.

Midwest Construction Services, Inc.

Northern Pipe Products, Inc.

ShoreMaster, Inc.

Vinyltech Corporation

Idaho Pacific Corporation




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Kevin Moug
 	 
	 	 	Title: Treasurer