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Exhibit
10.2
SIXTH AMENDMENT TO
REIMBURSEMENT AND CREDIT AGREEMENT
dated and effective as of
December 21, 2007
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
SIXTH AMENDMENT TO
REIMBURSEMENT AND CREDIT AGREEMENT
TABLE OF CONTENTS
This Table of Contents is not
a part of this Sixth Amendment to Reimbursement and Credit
Agreement and is only for convenience of reference.
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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
Amended Agreement
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2 |
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2.1
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Amendment
of Section 1.01 of Amended Agreement |
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2 |
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2.2
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Amendment
of Section 6.11 of Amended Agreement |
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2 |
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2.3
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Amendment
of Section 6.12 of Amended Agreement |
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2 |
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Section 3.
Representations of
the Parties
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3 |
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3.1
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Due
Organization |
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3 |
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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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4 |
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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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6.4
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Modification Fee |
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4 |
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6.5
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Waiver of
Condition in Limited Waiver Letter |
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4 |
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Section 7.
Effective
Date
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5 |
-i-
SIXTH AMENDMENT TO
REIMBURSEMENT AND CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO
REIMBURSEMENT AND CREDIT AGREEMENT (this “Sixth
Amendment”), dated and effective as of December 21, 2007
(the “Sixth Amendment Effective Date” ),
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 SIXTH
AMENDMENT
1. This Sixth 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”), the Second Amendment to
Reimbursement and Credit Agreement dated as of and effective
December 31, 2005 (the “Second Amendment”), the
Third Amendment to Reimbursement and Credit Agreement dated as of
and effective November 21, 2006 (the “Third
Amendment”), the Fourth Amendment to Reimbursement and Credit
Agreement dated as of and effective December 31, 2006 (the
“Fourth Amendment”) and the Fifth Amendment to
Reimbursement and Credit Agreement dated as of June 12, 2007
and effective as of June 18, 2007 (the “Fifth
Amendment” and together with the Original Agreement, the
First Amendment, the Second Amendment, the Third Amendment and the
Fourth Amendment, the “Amended Agreement”) are
incorporated into this Sixth Amendment by reference to the same
extent and with the same force and effect as if fully stated in
this Sixth Amendment.
2. The Borrower, the Bank and
the Administrative Agent have agreed to further amendments to
(a) Section 6.11 of the Original Agreement in order to
provide a new Fixed Charge Coverage Ratio and
(b) Section 6.12 of the Original Agreement in order to
provide a new ratio of Funded Net Debt to Consolidated EBITDA. The
Bank and the Administrative Agent have also agreed to certain other
consents and agreements as herein provided.
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 Sixth Amendment, all capitalized words and phrases
not defined in this Sixth 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 Sixth Amendment
and as it may from time to time be further modified, altered,
amended or supplemented.
(ii) All references in this
Sixth Amendment to designated “Sections” and other
subdivisions are to the designated Sections and other subdivisions
of the Amended Agreement unless otherwise indicated.
(iii) Terms defined in this
Sixth Amendment shall have the meanings prescribed for them where
defined herein.
(iv) All accounting terms not
otherwise defined in this Sixth Amendment shall have the meanings
assigned to them in accordance with the Amended
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 versa.
(vii) The headings and the
table of contents set forth in this Sixth Amendment are solely for
convenience of reference and shall not constitute a part of this
Sixth Amendment nor shall they affect its meaning, construction or
effect.
Section 2. Amendment
of Amended Agreement .
2.1 Amendment of
Section 1.01 of the Amended Agreement . Section 1.01
of the Amended Agreement is hereby amended by in
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