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Exhibit 10.12
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "AMENDMENT"), dated as of September 30,
1998, among American Architectural Products Corporation, a Delaware corporation,
Eagle & Taylor Company, a Delaware corporation, Forte, Inc., an Ohio
corporation, Western Insulated Glass, Co., an Arizona corporation, Thermetic
Glass, Inc., a Delaware corporation, Binnings Building Products, Inc., a
Delaware corporation, Danvid Window Company, a Delaware corporation, Modern
Window Acquisition Corporation, a Delaware Corporation, American Glassmith
Acquisition Corporation, a Delaware corporation, VinylSource, Inc., a Delaware
corporation, Weather-Seal Acquisition Corporation, a Delaware corporation, Eagle
Window & Door Center, Inc., a Delaware corporation, Denver Window Acquisition
Corporation, a Delaware corporation, AAPC One Acquisition Corporation, a
Delaware corporation, and AAPC Two Acquisition Corporation, a Delaware
corporation (the "Borrowers"), the institutions parties hereto (the "LENDERS"),
and BankBoston, N.A., in its capacity as contractual representative for itself
and the other Lenders (the "AGENT") under that certain Credit Agreement, dated
as of June 9, 1998, as amended, by and among the Borrowers, the Lenders and the
Agent (the "CREDIT Agreement"). Defined terms used herein and not otherwise
defined herein shall have the meaning given to them in the Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agent have entered into the
Credit Agreement; and
WHEREAS, the Borrowers, the Lenders and the Agent have agreed to amend
the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lenders and the Agent agree as
follows:
1. AMENDMENT TO THE CREDIT AGREEMENT. Effective as of the date first
above written and subject to the execution of this amendment by the parties
hereto and the satisfaction of the conditions precedent set forth in SECTION 2
below, the Credit Agreement shall be and hereby is amended as follows:
1.1 Section 7.1 (A)(vi) of the Credit Agreement is hereby amended
to insert immediately at the end thereof the following:
In addition, the Borrowers and their respective
Subsidiaries shall deliver to the Agent, on or before November
30, 1998, a plan and forecast (including a projected balance
sheet, income statement and a statement of cash flows) of each
Borrower and its respective Subsidiaries for the four fiscal
quarter period beginning October 1, 1998 and ending September
30, 1999.
1.2 Section 7.4(B) of the Credit Agreement is hereby deleted and
replaced with the following:
(B) MINIMUM CONSOLIDATED NET WORTH. Holdings shall
not permit its Consolidated Net Worth as of September 30, 1998
to be less than $2,648,953 or at any time thereafter to be
less than the sum of (a) $3,115,045, PLUS (b) one hundred
percent (100%) of Net Income (if positive) for the fiscal
quarter ending June 30, 1998 PLUS (c) fifty percent (50%) of
Net Income (if positive) calculated separately for each fiscal
quarter ending after June 30, 1998, PLUS (d) one hundred
percent (100%) of net cash proceeds resulting from the
issuance by any Borrower of any Capital Stock.
2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date above written, if, and only if, ( i) the Agent has received duly
executed originals of the Amendment from the Borrowers,
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the Lenders and the Agent and (ii) the Agent shall have received an amendment
fee of $62,500 paid to it in immediately available funds for the account of each
Lender.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. The Borrowers
hereby represent and warrant as follows:
(a) This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations
of the Borrowers and are enforceable against the
Borrowers in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Borrowers
hereby reaffirm all representations and warranties made
in the Credit Agreement, and to the extent the same are
not amended hereby, agree that all such representations
and warranties shall be deemed to have been remade as of
the date of delivery of the Amendment, unless and to the
extent that any such representation and warranty is
stated to relate solely to an earlier date, in which case
such representation and warranty shall be true and
correct as of such earlier date.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement
to "this Credit Agreement," "hereunder," "hereof,"
"herein" or words of like shall mean and be a reference
to the Credit Agreement as amended hereby.
(b) The Credit Agreement, as amended hereby, and all other
documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full
force and effect, and are hereby ratified and confirmed.
(c) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the
Agent or the Lenders, nor constitute a waiver of any
provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in
connection therewith.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to the conflict of law provisions)
of the State of Illinois.
6. HEADINGS. Section headings in the Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
7. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
on the date first above written.
AMERICAN ARCHITECTURAL BANKBOSTON, N.A., individually
PRODUCTS CORPORATION and as Agent
EAGLE AND TAYLOR COMPANY By: /s/ William J. Sherald
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Name: William J. Sherald
FORTE, INC. Title: Vice President
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WESTERN INSULATED GLASS, CO.
THERMETIC GLASS, INC.
BINNINGS BUILDING PRODUCTS, INC.
DANVID WINDOW COMPANY
MODERN WINDOW ACQUISITION
CORPORATION
AMERICAN GLASSMITH ACQUISITION
CORPORATION
VINYLSOURCE, INC.
WEATHER-SEAL ACQUISITION
CORPORATION
EAGLE WINDOW & DOOR CENTER, INC.
DENVER WINDOW ACQUISITION
CORPORATION
AAPC ONE ACQUISITION CORPORATION
AAPC TWO ACQUISITION CORPORATION
By: /s/ Frank J. Amedia
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(on behalf of the parties named above)
Name: Frank J. Amedia
Title: President & Chief Executive Officer