Exhibit 10.33
EXECUTION COPY
THIRD AMENDMENT TO REIMBURSEMENT
AND CREDIT AGREEMENT
dated as of and effective
November 21, 2006
By and Between
Trex Company, Inc.
and
JPMorgan Chase Bank, N.A., as
Issuing Bank and Administrative Agent
in connection with the Letter of
Credit
securing
$25,000,000
Mississippi Business Finance
Corporation
Variable Rate Demand Environmental Improvement
Revenue Bonds
(Trex Company, Inc. Project), Series
2004
THIRD AMENDMENT TO REIMBURSEMENT AND CREDIT
AGREEMENT
TABLE OF CONTENTS
This Table of Contents is not a part
of this Third Amendment to Reimbursement and Credit Agreement and
is only for convenience of reference.
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Page
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Section
1. Definitions; Rules of Interpretation
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1
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1.1
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Definitions
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1
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1.2
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Rules of
Interpretation
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1
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Section
2. Amendment of Original Agreement
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2
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2.1
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Amendment of
Section 6.12(b) of Original Agreement
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2
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2.2
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Amendment of
Section 7.01(c) of Original Agreement
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2
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Section
3. Representations of the Parties
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2
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3.1
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Due
Organization
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2
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3.2
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Due
Authorization
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3
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3.3
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No
Conflict
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3
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3.4
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Further
Assurances
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3
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Section
4. Special Representations of the
Borrower
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3
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4.1
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Prior
Representations and Warranties
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3
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4.2
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No
Default
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3
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4.3
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Full Force
and Effect
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3
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4.4
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BBT
Agreement Amendment
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3
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Section
5. More Favorable Covenants
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4
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Section
6. Miscellaneous
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4
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6.1
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Governing
Law
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4
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6.2
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Execution in
Counterparts
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4
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6.3
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Costs and
Expenses
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4
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Section
7. Effective Date
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4
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-i-
THIRD AMENDMENT TO REIMBURSEMENT
AND CREDIT AGREEMENT
THIS THIRD AMENDMENT TO
REIMBURSEMENT AND CREDIT AGREEMENT (this “Third
Amendment”), dated as of and effective November 21,
2006, between TREX COMPANY, INC., a Delaware corporation (the
“Borrower” ) and JPMorgan Chase Bank,
N.A., as Issuing Bank (in such capacity the
“Bank” ) and Administrative Agent (in
such capacity the “Administrative Agent”
).
BASIS FOR THIS THIRD
AMENDMENT
1. This Third Amendment is
authorized by Section 11.03 of the Reimbursement and Credit
Agreement dated as of December 1, 2004, among the Borrower,
the Bank and the Administrative Agent (the “Original
Agreement”). The terms, conditions and provisions of the
Original Agreement, as amended by the First Amendment to
Reimbursement and Credit Agreement dated July 25, 2005, among
the Borrower, the Bank and the Administrative Agent (the
“First Amendment”) and the Second Amendment to
Reimbursement and Credit Agreement dated as of and effective
December 31, 2005 (the “Second Amendment” and
together with the Original Agreement and the First Amendment, the
“Amended Agreement”) are incorporated into this Third
Amendment by reference to the same extent and with the same force
and effect as if fully stated in this Third Amendment.
2. The Borrower, the Bank and the
Administrative Agent have agreed to a further amendment to
(a) Section 6.12 of the Original Agreement in order to
provide a new ratio of Funded Net Debt to Consolidated EBITDA on
December 31, 2006 and March 31, 2007 and
(b) Section 7.01 in order to permit an increase in the
amount of Debt outstanding under the BBT Agreement.
3. In consideration of the premises
and of the mutual covenants herein contained, and for good and
valuable consideration, the Bank, the Administrative Agent and the
Borrower do mutually covenant and agree, as follows:
Section 1. Definitions;
Rules of Interpretation .
1.1 Definitions . For
purposes of this Third Amendment, all capitalized words and phrases
not defined in this Third Amendment shall have the meanings given
to them in Section 1.01 of the Original Agreement.
1.2 Rules of Interpretation .
For all purposes of the Agreement the following shall govern,
except as otherwise expressly provided for or unless the context
otherwise requires:
(i) The “Agreement”
shall mean the Amended Agreement as modified, altered, amended or
supplemented by this Third Amendment and as it may from time to
time be further modified, altered, amended or
supplemented.
(ii) All references in this Third
Amendment to designated “Sections” and other
subdivisions are to the designated Sections and other subdivisions
of the Original Agreement unless otherwise indicated.
(iii) Terms defined in this Third
Amendment shall have the meanings prescribed for them where defined
herein.
(iv) All accounting terms not
otherwise defined in this Third Amendment shall have the meanings
assigned to them in accordance with the Original
Agreement.
(v) Words of the masculine gender
shall be deemed and construed to include correlative words of the
feminine and neuter genders.
(vi) Terms in the singular include
the plural and vice vers