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EXHIBIT 10.12c
AMENDMENT NO. 3
TO
CREDIT AGREEMENT
AMENDMENT NO. 3 TO CREDIT AGREEMENT (the "AMENDMENT"), dated
as of December 31, 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 party 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 1.1 is hereby amended to delete from the
definition of "BORROWING BASE" the phrase "(12) sixty-two percent (62%) of the
raw materials component consisting of aluminum" and to substitute therefor the
phrase "(12) zero percent (0%) of the raw materials component consisting of
aluminum extrusion".
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1.2 Section 7.3(D) is hereby amended to insert therein the
following clause (vii): "(vii) Investments in TM Window and
Door Company not exceeding $3,250,000 in the aggregate.
1.3 Section 7.4(A) is hereby amended and restated as follows:
(A) MINIMUM FIXED CHARGE COVERAGE RATIO. The
Borrowers shall maintain a ratio ("FIXED CHARGE COVERAGE
RATIO") of (i) the sum of the amounts of (a) EBITDA for the
applicable period PLUS (b) cash proceeds from any Asset Sale
during the applicable period, excluding proceeds from the sale
or other transfer of any of the assets of or Equity Interests
in any Subsidiary MINUS (c) Capital Expenditures for the
applicable period MINUS (d) cash taxes paid by the Borrowers
and their respective consolidated Subsidiaries during the
applicable period to (ii) the sum of the amounts of (a)
Interest Expense for the applicable period PLUS (b) scheduled
amortization of the principal portion of all Indebtedness for
borrowed money of the Borrowers for the applicable period of
at least:
(i) 1.15 to 1.00 for the fiscal quarter ending
September 30, 1998;
(ii) 0.77 to 1.00 for the fiscal quarter ending
December 31, 1998; and
(iii) 1.10 to 1.00 for each fiscal quarter beginning
with the fiscal quarter ending December 31, 1999
through the Termination Date.
In each case, the Fixed Charge Coverage Ratio shall be
determined as of the last day of each fiscal quarter for the
four fiscal quarter period ending on such day (PROVIDED,
HOWEVER, for the first two of such calculations made after the
date of this Agreement, such calculations shall be done based
upon the period commencing with June 1, 1998 and ending with
the quarterly period then ended).
1.4 Section 7.4(B) of the Credit Agreement is hereby amended
and restated as follows:
(B) MINIMUM CONSOLIDATED NET WORTH. Holdings shall not permit
its Consolidated Net Worth to be less than (i) as of September 30,
1998, $2,648,953 MINUS the amount of any non-recurring charges and tax
reserves taken by the Borrower with respect to fiscal year 1998, and
(ii) as of December 31, 1998, $(1,900,000), PLUS one hundred percent
(100%) of the net cash proceeds resulting from the issuance by any
Borrower of any Capital Stock.
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1.5 Section 7.4 is hereby amended to insert immediately after
Section 7.4(B) the following:
(C) MINIMUM EBITDA. The Borrowers, on a consolidated basis,
shall not permit EBITDA to be less than the amounts set forth
below for each of the fiscal quarters ending on the dates set
forth below:
Fiscal Quarter Ending on or
Minimum Ebitda About the Dates Set Forth Below
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$1,900,000 March 31, 1999
$7,200,000 June 30, 1999
$9,100,000 September 30, 1999
$6,100,000 December 31, 1999
In each case, EBITDA shall be determined as of the last day of each
fiscal quarter for the fiscal quarter ending on such date.
(D) MAXIMUM CAPITAL EXPENDITURES. The Borrowers, on a
consolidated basis, shall not expend for Capital Expenditures
in the acquisition of fixed assets, in excess of the following
amounts during the fiscal quarters ending on the dates listed
below:
Capital Expenditures Fiscal Quarter Ending
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$2,500,000 March 31, 1999
$3,800,000 June 30, 1999
$3,400,000 September 30, 1999
$1,850,000 December 31, 1999
2. CONDITIONS PRECEDENT. This Amendment shall become effective
as of the date above written, if, and only if, the Agent has received duly
executed originals of this Amendment from the Borrowers, the Required Lenders
and the Agent.
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 this Amendment, unless and to the extent that any such
representation and warranty is stated
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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 import 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 this 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.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
AMERICAN ARCHITECTURAL BANKBOSTON, N.A.,
PRODUCTS CORPORATION individually and as Agent
By: /s/ W. J. Sherald
EAGLE AND TAYLOR COMPANY -----------------------
Name: W. J. Sherald
FORTE, INC. Title: Vice President
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/ Richard L. Kovach
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(on behalf of the above-listed parties)
Name: Richard L. Kovach
Title: Chief Financial Officer