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Exhibit 4.3
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (the "Amendment") is made
as of March 3, 2000 by and among HUTTIG BUILDING PRODUCTS, INC. (the
"Borrower"), the financial institutions listed on the signature pages hereof
(the "Lenders") and BANK ONE, NA (having its principal office in Chicago,
Illinois) in its individual capacity as a Lender and in its capacity as
contractual representative (the "Agent") under that certain Credit Agreement
dated as of December 16, 1999 by and among the Borrower, the financial
institutions party thereto and the Agent (the "Credit Agreement"). Defined terms
used herein and not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Borrower, the requisite number of Lenders under
Section 9.3 of the Credit Agreement 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, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have agreed to the following amendments to the Credit Agreement:
1. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of March 3, 2000
and subject to the satisfaction of the conditions precedent set forth in Section
2 below, the Credit Agreement is hereby amended as follows:
1.1. Section 2.14(D) of the Credit Agreement is amended to
delete clauses (ii) and (iii) thereof in their entirety and to
substitute the following therefor:
(ii) The (a) Applicable Eurodollar Margin shall be
the greater of (1) 1.75% per annum and (2) the margin over
LIBOR or the applicable eurodollar rate charged with respect
to the Interim Financing (as defined in Section 7.3(A)(ix)
below); (b) the Applicable Floating Rate Margin shall be equal
to the Applicable Eurodollar Rate Margin minus 1.00%; (c) the
Applicable L/C Fee Percentage shall be equal to the Applicable
Eurodollar Margin; and (d) the Applicable Commitment Fee
Percentage shall be equal to 0.375% per annum.
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1.2. Section 7.2 of the Credit Agreement is amended to add new
Section 7.2(M) as follows:
(M) In the event the Borrower shall have not
refinanced the Obligations (including providing cash
collateral for all L/C Obligations or a back-to-back letter of
credit from an issuer reasonably acceptable to the Issuing
Bank) and terminates this Agreement not later than the
maturity date of the Interim Financing (as defined in Section
7.3(A)(ix) hereof), (i) Borrower shall, and shall cause each
of its Subsidiaries who are parties to the Subsidiary
Guaranty, (i )to promptly execute security agreements and
financing statements in forms reasonably acceptable to the
Agent and the Borrower granting to the Agent on behalf of the
Lenders a security interest in Borrower's and such
Subsidiaries' accounts receivable and inventory, and (ii)
notwithstanding the provisions of this Agreement, including
but not limited to Section 7.3(c) hereof, Borrower and such
Subsidiaries may, at the time of granting of the security
interests described in subpart (i) above, grant and perfect
pari passu liens and security interests in their respective
accounts receivable and inventory in favor of The Chase
Manhattan Bank, as agent for the benefit of the lenders under
the Interim Financing.
1.3. Section 7.3(A)(ix) of the Credit Agreement is hereby
deleted in its entirety, and the following is substituted therefor:
(ix) short-term unsecured Indebtedness provided by
The Chase Manhattan Bank or one of its affiliates (and their
assignees) to the Borrower, the outstanding principal amount
of which shall not exceed $25,000,000 and the other terms and
conditions of which shall be substantially similar to the
Credit Agreement except that the maturity date thereof shall
be the date sixty calendar days after all conditions to the
effectiveness of Amendment No. 1 to this Credit Agreement have
been satisfied (the "INTERIM FINANCING");
1.4. Section 7.3(E) of the Credit Agreement is amended to
delete clause (vi) therefrom in its entirety and to substitute the
following therefor:
(vi) Contingent Obligations of Subsidiaries which are
Guarantors under the Guaranty consisting of the guaranty of
the Interim Financing,
1.5. Section 7.3 of the Credit Agreement is amended to add the
following at the end thereof:
(S) Pari Passu Payments and Prepayments with Interim
Financing; No Reduction of Interim Financing. Without the
prior written consent of Agent and the Required Lenders, the
Borrower shall not (i) repay or prepay any amount outstanding
under the Interim Facility without making a simultaneous
ratable
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repayment or prepayment (based upon relative outstandings) of
the Revolving Credit Obligations and (ii) reduce the
commitment or otherwise take action the result of which would
be to reduce the aggregate amount available to the Borrower
under the Interim Facility to be less than $25,000,000.
1.6. Section 7.4(B) of the Credit Agreement is hereby deleted
in its entirety, and the following is substituted therefor:
(B) Minimum Consolidated Net Worth. The Borrower
shall not permit its Consolidated Net Worth at any time to be
less than the sum of (a) $65,000,000 plus (b) fifty percent
(50%) of Net Income (if positive) earned in each fiscal
quarter calculated beginning with the fiscal quarter ending
March 31, 2000, plus (c) one-hundred percent (100%) of any
positive adjustment to stockholders' equity resulting from any
transaction involving any capital contribution to the Borrower
or the issuance by the Borrower or any Subsidiary of any
Capital Stock to the extent such capital contribution or any
other cash or other property received by the Borrower or such
Subsidiary from such issuance is used by the Borrower or any
Subsidiary to pay all or any part of the purchase price of any
Permitted Acquisition.
2. CONDITIONS OF EFFECTIVENESS. The effectiveness of this Amendment is
subject to the conditions precedent that the Agent shall have received the
following documents:
(a) duly executed originals of this Amendment from each
of the Borrower and the requisite number of Lenders
under Section 9.3 of the Credit Agreement;
(b) duly executed originals of a Reaffirmation in the
form of Exhibit A attached hereto from each of
Rondels, Inc., a Washington corporation, CIPCO Inc.,
an Illinois corporation; Rugby USA, Inc., a Georgia
corporation, and Rugby Building Products, Inc., a
Delaware corporation; and
(c) The Borrower shall have paid all amounts payable
under and pursuant to the terms of Section 10.7(A) of
the Credit Agreement and payable pursuant to the
separate fee agreement between the Borrower, Banc One
Capital Markets, Inc. and the Agent.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Credit Agreement, as
previously executed and as amended hereby, constitute
legal, valid and binding obligations of the Borrower
and are enforceable against the Borrower in
accordance with their terms.
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(b) Upon the effectiveness of this Amendment and after
giving effect hereto, (i) the Borrower hereby
reaffirms all covenants, representations and
warranties made in the Credit Agreement as amended
hereby, and agrees that all such covenants,
representations and warranties (other than covenants,
representations and warranties that are expressly
made as of a specific date) shall be deemed to have
been remade as of the effective date of this
Amendment and (ii) no Default or Unmatured Default
has occurred and is continuing.
(c) The Borrower:
(i) has received and has accepted a
fully-underwritten commitment from The Chase
Manhattan Bank (or one of its affiliates)
for committed financing to be provided to
the Borrower in an amount not less than
$200,000,000 for the refinancing of the
Obligations, which commitment contains only
customary conditions precedent relating to
credit facilities of this type;
(ii) has reasonably determined that it is able to
meet all of the conditions precedent
contained in such commitment on or prior to
the date sixty calendar days after all
conditions to the effectiveness of this
Amendment have been satisfied; and
(iii) has provided or caused to be provided a true
and accurate copy of such commitment letter
and term sheet to the Agent and, other than
a fee letter in connection therewith, has
entered into no other agreements which alter
the terms thereof.
4. REFERENCE TO THE 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 (including any reference therein to "this
Credit Agreement," "hereunder," "hereof," "herein" or
words of like import referring thereto) or in any
other Loan Document shall mean and be a reference to
the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit
Agreement 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) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or
remedy of the Agent or the Lenders, nor constitute a
waiver of
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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 (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD 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; FACSIMILE EFFECTIVENESS. This Amendment may be
executed by one or more of the parties to this Amendment on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A facsimile signature page
hereto sent to the Agent or the Agent's counsel shall be effective as a
counterpart signature provided each party executing such a facsimile counterpart
agrees to deliver originals to the Agent thereof.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: President and Chief Executive Officer
BANK ONE, NA
(Main Office Chicago),
as Agent and as Lender
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: First Vice President
THE CHASE MANHATTAN BANK,
as a Lender
By: /s/ XXXX X. ARIA
---------------------------------
Name: Xxxx X. Aria
Title: Vice President
COMERICA BANK,
as a Lender
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Title: Vice President
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MERCANTILE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ XXXXXX X. XXXX
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
FIRST UNION NATIONAL BANK,
as a Lender
By:
---------------------------------
Name:
Title:
BANK OF NEW YORK,
as a Lender
By:
---------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.,
as a Lender
By: /s/ XXXXXX X. XXXXX
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
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EXHIBIT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 1 to the Credit Agreement dated as of December 16, 1999
by and among HUTTIG BUILDING PRODUCTS, INC. (the "Borrower"), the financial
institutions from time to time party thereto (the "Lenders") and BANK ONE, NA
(having its principal office in Chicago, Illinois), in its individual capacity
as a Lender and in its capacity as contractual representative (the "Agent") (as
amended and as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), which Amendment No. 1 is
dated as of March 3, 2000 (the "Amendment"). Capitalized terms used in this
Reaffirmation and not defined herein shall have the meanings given to them in
the Credit Agreement. Without in any way establishing a course of dealing by the
Agent or any Lender, each of the undersigned reaffirms the terms and conditions
of the Guaranty and any other Loan Document executed by it and acknowledges and
agrees that such Guaranty and each and every such Loan Document executed by the
undersigned in connection with the Credit Agreement remains in full force and
effect and is hereby reaffirmed, ratified and confirmed. All references to the
Credit Agreement contained in the above-referenced documents shall be a
reference to the Credit Agreement as so modified by the Amendment and as the
same may from time to time hereafter be amended, modified or restated.
Dated: Xxxxx 0, 0000
XXXXXXX, INC.
CIPCO INC.
RUGBY USA, INC.
RUGBY BUILDING PRODUCTS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
