BUSINESS DAY, SUCH PERFORMANCE
SHALL BE MADE OR SATISFIED ON THE NEXT SUCCEEDING BUSINESS DAY.
IN THE
COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE,
THE WORD "FROM" MEANS "FROM AND INCLUDING"; THE WORDS "TO" AND "UNTIL" EACH MEAN
"TO BUT EXCLUDING," AND THE WORD "THROUGH" MEANS "TO AND INCLUDING."
IF ANY
PROVISION OF THIS AGREEMENT REFERS TO ANY ACTION TAKEN OR TO BE TAKEN BY ANY
PERSON, OR WHICH SUCH PERSON IS PROHIBITED FROM TAKING, SUCH PROVISION SHALL BE
INTERPRETED TO ENCOMPASS ANY AND ALL MEANS, DIRECT OR INDIRECT, OF TAKING, OR
NOT TAKING, SUCH ACTION.
(E)
CONTRACTS.
UNLESS OTHERWISE EXPRESSLY
PROVIDED HEREIN, REFERENCES TO AGREEMENTS AND OTHER CONTRACTUAL INSTRUMENTS,
INCLUDING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, SHALL BE DEEMED TO
INCLUDE ALL SUBSEQUENT AMENDMENTS, THERETO, RESTATEMENTS AND SUBSTITUTIONS
THEREOF AND OTHER MODIFICATIONS AND SUPPLEMENTS THERETO WHICH ARE IN EFFECT FROM
TIME TO TIME, BUT ONLY TO THE EXTENT SUCH AMENDMENTS AND OTHER MODIFICATIONS ARE
NOT PROHIBITED BY THE TERMS OF ANY LOAN DOCUMENT.
(F)
LAWS.
REFERENCES TO ANY STATUTE OR
REGULATION ARE TO BE CONSTRUED AS INCLUDING ALL STATUTORY AND REGULATORY
PROVISIONS CONSOLIDATING, AMENDING, REPLACING, SUPPLEMENTING OR INTERPRETING THE
STATUTE OR REGULATION.
12.3
ACCOUNTING PRINCIPLES.
(A)
UNLESS THE CONTEXT OTHERWISE CLEARLY
REQUIRES, ALL ACCOUNTING TERMS NOT EXPRESSLY DEFINED HEREIN SHALL BE CONSTRUED,
AND ALL FINANCIAL COMPUTATIONS REQUIRED UNDER THIS AGREEMENT SHALL BE MADE, IN
ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED.
(B)
REFERENCES HEREIN TO "FISCAL YEAR," "FISCAL
QUARTER" AND "FISCAL MONTH" REFER TO SUCH FISCAL PERIODS OF THE BORROWER.
96
(C)
IF ANY CHANGE IN GAAP RESULTS IN A CHANGE
IN THE CALCULATION OF THE FINANCIAL COVENANTS OR INTERPRETATION OF RELATED
PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THEN THE BORROWER, THE
AGENT AND THE LENDERS AGREE TO AMEND SUCH PROVISIONS OF THIS AGREEMENT SO AS TO
EQUITABLY REFLECT SUCH CHANGES IN GAAP WITH THE DESIRED RESULT THAT THE CRITERIA
FOR EVALUATING THE BORROWER'S FINANCIAL CONDITION SHALL BE THE SAME AFTER SUCH
CHANGE IN GAAP AS IF SUCH CHANGE HAD NOT BEEN MADE; PROVIDED, THAT
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE REQUIRED LENDERS'
AGREEMENT TO ANY AMENDMENT OF SUCH PROVISIONS SHALL BE SUFFICIENT TO BIND ALL
LENDERS.
[Balance of page intentionally left blank; signature page follows.]
97
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.
WII COMPONENTS, INC.,
a Delaware corporation, as the Borrower
By:
/S/ Dale B. Herbst
Name:
Dale B. Herbst
Title:
Treasurer
FEIN:
Address for notices for Borrower:
525 Lincoln Avenue SE
St. Cloud, Minnesota 56304
Attn: President
Facsimile: (320) 352-1504
Address for Wire Transfers for Borrower:
U.S. Bank National Association
ABA Number: 091000022
Account Number: 149510174050
Reference: Woodcraft Industries, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the day and year
first above