Exhibit 10.42
TWELFTH AMENDMENT TO CREDIT
AGREEMENT
THIS TWELFTH AMENDMENT TO CREDIT
AGREEMENT (this
“Amendment”) is dated and effective as of June 16,
2008, by and between TREX COMPANY, INC. , a Delaware
corporation (sometimes hereinafter referred to herein as
“Trex Inc.”), and BRANCH BANKING AND TRUST
COMPANY , a North Carolina state banking corporation, successor
by merger to Branch Banking and Trust Company of Virginia
(hereinafter referred to herein as the
“Bank”).
Trex Inc., TREX Company, LLC, a
Delaware limited liability company (“TREX LLC”), and
the Bank are the original parties to that certain Credit Agreement
dated as of June 19, 2002, as amended by a First Amendment to
Credit Agreement dated as of August 29, 2003, as further
amended by a Second Amendment to Credit Agreement dated as of
September 30, 2004, as further amended by a Third Amendment to
Credit Agreement dated as of March 31, 2005, as further
amended by a Fourth Amendment to Credit Agreement dated as of
July 25, 2005, as further amended by a Fifth Amendment to
Credit Agreement dated as of December 31, 2005, as further
amended by a Sixth Amendment to Credit Agreement dated as of
November 9, 2006, as further amended by a Seventh Amendment to
Credit Agreement dated as of December 31, 2006, as further
amended by an Eighth Amendment to Credit Agreement dated as of
March 16, 2007, as further amended by a Ninth Amendment to
Credit Agreement dated as of June 12, 2007 and effective as of
June 18, 2007, as further amended by a Tenth Amendment to
Credit Agreement dated as of December 21, 2007, as further
amended by an Eleventh Amendment to Credit Agreement dated as of
December 31, 2007 (as so amended and as it may hereafter be
amended, restated, supplemented, replaced or otherwise modified
from time to time, the “Credit Agreement”). Subject to
the terms and conditions contained in the Credit Agreement, the
Bank agreed to extend to Trex Inc. and TREX LLC (i) a
revolving credit facility, with a letter of credit subfacility, in
the aggregate amount of $70,000,000 for working capital financing
of Trex Inc.’s and TREX LLC’s accounts receivable and
inventory, to purchase new equipment and/or for other general
corporate purposes of Trex Inc. and TREX LLC, (ii) a term loan
facility in the amount of $9,570,079.88 to refinance the Winchester
Property (as defined in the Credit Agreement), and (iii) a
term loan facility in the amount of $3,029,920.12 to finance
existing improvements to the Winchester Property. Effective
December 31, 2002, TREX LLC merged with and into Trex Inc.,
with Trex Inc. being the surviving entity. As a result of such
merger, Trex Inc. is the sole borrower under the Credit Agreement
and shall hereinafter sometimes be referred to in this Amendment as
the “Borrower.”
The Borrower has requested that the
Bank modify certain financial covenants contained in the Credit
Agreement, and the Bank is willing to do so upon the terms and
conditions contained herein.
Accordingly, the Borrower and the
Bank hereby agree as follows:
Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings
assigned thereto in the Credit Agreement.
2. Sections 6.07(p) and 6.07(q) of
the Credit Agreement are hereby deleted in their entirety and the
following Sections are substituted in their places:
(p) Liens on the Mississippi
Facility, but only to the extent that such Liens secure only the
Mississippi Financing;
(q) Liens securing Debt of the
Borrower incurred solely under the ISDA Master Agreement dated as
of December 16, 2004 by and between the Borrower and JPMorgan
Chase Bank, N.A., together with Schedule to Master Agreement dated
as of December 16, 2004 between the Borrower and JPMorgan
Chase Bank, N.A., together with ISDA Credit Support Annex to the
Schedule to the ISDA Master Agreement dated as of December 16,
2004 between the Borrower and JPMorgan Chase Bank, N.A., together
with Credit Support Annex to the Schedule to the Master Agreement
dated as of December 16, 2004 between the Borrower and
JPMorgan Chase Bank, N.A. (collectively, the “Chase Hedging
Agreement”) as the Chase Hedging Agreement was in effect as
of December 16, 2004; and
(r) in addition to the Liens
permitted under clauses (a) to and including (q) of this
Section 6.07, Liens securing Debt that does not exceed
$250,000 in the aggregate.
3. The Borrower hereby represents
and warrants to the Bank (which representations and warranties
shall survive the execution and delivery of this Amendment)
that:
(a) It is in compliance with all of
the terms, covenants and conditions of the Credit Agreement, as
amended by this Amendment, and each of the other Loan
Documents.
(b) There exists no Default or Event
of Default under the Credit Agreement, as amended by this
Amendment, and no event has occurred or condition exists which,
with the giving of notice or lapse of time, or both, would
constitute such a Default or Event of Default.
(c) The represe
