FIFTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of February 28, 2001 by and among TREX COMPANY, LLC, a Delaware limited
liability company ("Borrower"), TREX COMPANY, INC., a Delaware corporation ("Guarantor") and FIRST
UNION NATIONAL BANK, a national banking association ("Bank").
R E C I T A L S
A. Borrower, Guarantor and Bank are parties to that certain Amended and Restated Credit Agreement dated as
of August 3, 1999, as amended by that certain First Amendment to Amended and Restated Credit Agreement
dated as of December 15, 1999, that certain Second Amendment to Amended and Restated Credit Agreement
dated as of April 27, 2000, that certain Third Amendment to Amended and Restated Credit Agreement dated as
of June 30, 2000 and that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of
October 27, 2000 (the "Credit Agreement").
B. Borrower, Guarantor and Bank have agreed to amend certain of the covenants in the Credit Agreement.
A G R E E M E N T
NOW THEREFORE, in consideration of the mutual covenants herein and for Ten Dollars and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are incorporated herein by this reference as if fully set
forth in the text of this Amendment.
2. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.
a. Section 6.17 of the Credit Agreement is hereby deleted in its entirety and the following new Section 6.17 is
Section 6.17 Limitations on Debt. The Borrower will not permit the ratio of Total Consolidated Debt to Total
Consolidated Capitalization, as a percentage, to exceed (i) sixty percent (60%) at any time up to and including