Exhibit 10.27
PROMISSORY NOTE
(Revolving Note)
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$100,000,000.00
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December 31, 2006
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Trex Company, Inc.
160 Exeter Drive
Winchester, Virginia 22603-8605
(hereinafter referred to as
“Borrower”)
Branch Banking and Trust
Company,
successor by merger to Branch Banking
and
Trust Company of Virginia,
115 North Cameron Street
Winchester, Virginia 22601
(hereinafter referred to as
“Bank”)
Borrower promises to pay to the
order of Bank, in lawful money of the United States of America, at
its office indicated above or wherever else Bank may specify, the
sum of One Hundred Million and No/100s Dollars ($100,000,000.00) or
such lesser sum as may be advanced with respect to the Revolving
Loans (as defined in that certain Credit Agreement dated as of
June 19, 2002 between Borrower and Bank, 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 dated as of November 9, 2006, and
as further amended by a Seventh Amendment dated of even date
herewith (as so amended and as hereafter amended, restated,
supplemented or otherwise modified from time to time, the
“Credit Agreement”)) and remains unpaid on the
Revolving Credit Termination Date (as defined in the Credit
Agreement), and to pay interest on the unpaid principal balance of
such sum from the date hereof at the rate and on the terms provided
in this Promissory Note (including all renewals, extensions or
modifications hereof, this “Note”).
LOAN AGREEMENT.
This Note is subject to the
provisions of the Credit Agreement. Borrower’s obligation to
comply with the provisions of the Credit Agreement shall continue
notwithstanding the satisfaction in full of Borrower’s
obligations under this Note.
INTEREST RATE.
Interest shall accrue on the unpaid
principal balance of this Note from and after the date hereof at a
rate per annum (the “Interest Rate”) equal to LIBOR (as
defined in the Credit Agreement) plus the Applicable Revolving Loan
Margin (as defined in the Credit Agreement), with such rate to
change as provided in the Credit Agreement.
DEFAULT RATE.
In addition to all other rights
contained in this Note, if a Default (as defined herein) occurs and
as long as a Default continues, the unpaid principal balance of
this Note shall bear interest at the Interest Rate plus 2.50% (the
“Default Rate”). The Default Rate shall also apply from
acceleration until this Note or any judgment hereon is paid in
full.
INTEREST AND FEE(S) COMPUTATION
(ACTUAL/360). Interest
and fees, if any, shall be computed on the basis of a 360-day year
for the actual number of days in the applicable period
(“Actual/360 Computation”). The Actual/360 Computation
determines the annual effective yield by taking the stated
(nominal) rate for a year’s period and then dividing said
rate by 360 to determine the daily periodic rate to be applied for
each day in the applicable period. Application of the Actual/360
Computation produces an annualized effective interest rate
exceeding the nominal rate.
REPAYMENT TERMS.
Interest Only Until Revolving
Credit Termination Date. Accrued interest on (i) the outstanding
principal balance of the Prior Note (as hereinafter defined) for
the period December 1, 2006 to and including December 31,
2006 shall be due and payable on January 1, 2007 and
(ii) the outstanding principal balance of this Note as it
exists from time to time shall be due and payable on the first
Business Day (as defined in the Credit Agreement) of each month,
commencing on February 1, 2007, on any date on which this Note
is paid in full and on the Revolving Credit Termination Date (as
defined in the Credit Agreement). On the Revolving Credit
Termination Date, the entire outstanding principal balance of this
Note together with all interest accrued hereon will be immediately
due and payable in full.
Revolving Note.
Subject to the terms and conditions
contained in the Credit Agreement, Borrower may borrow, repay and
reborrow hereunder, up to a maximum aggregate amount outstanding at
any one time equal to the lesser of (i) the available
Borrowing Base (as defined in the Credit Agreement) minus the
Letter of Credit Obligations (as defined in the Credit Agreement)
and (ii) the Revolving Commitment (as defined in the Credit
Agreement) minus the Letter of Credit Obligations. Bank shall incur
no liability for its refusal to advance funds based upon its
determination that any conditions of such further advances have not
been met. Bank records of the amounts borrowed from time to time
shall be conclusive proof thereof.
Prepayment; Adjustment of
Revolving Commitment. This Note is subject to prepayment, and the
Revolving Commitment is subject to adjustment, under the terms and
subject to the conditions set forth in the Credit
Agreement.
Prior Note.
This Note amends and restates the
$70,000,000 Promissory Note of Borrower dated November 9,
2006, payable to Bank (the “Prior Note”), and this Note
is executed and delivered to Bank as a replacement of
and
