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Exhibit 10.12g
AMENDMENT NO. 7
TO
CREDIT AGREEMENT
AMENDMENT NO. 7 (the "Amendment") TO "CREDIT AGREEMENT" (as defined below),
dated as of June 29, 1999, among American Architectural Products Corporation, a
Delaware corporation. Eagle & Xxxxxx 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 Corporation, formerly known as Modern Window Acquisition Corporation, a
Delaware corporation, American Glassmith, Inc., formerly known as American
Glassmith Acquisition Corporation, a Delaware corporation, VinylSource, Inc., a
Delaware corporation, American Weather-Seal Company, formerly known as
Weather-Seal Acquisition Corporation, a Delaware corporation. Eagle Window &
Door Center, Inc., a Delaware corporation, Denver Window Company, formerly known
as 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 to
the Credit Agreement (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:
I. AMENDMENT TO THE CREDIT AGREEMENT. Effective as of the date first above
written, unless otherwise specified herein, 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:
SECTION 7.4(C) is hereby amended to delete therefrom the amount
"$7,200,000" and to substitute therefor the amount "$5,250,000".
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2. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above written, if, and only if, the Agent has received (i) duly executed
originals of this Amendment from the Borrowers, the Required Lenders and the
Agent (ii) for its account, $62,500 in immediately available funds from the
Borrowers.
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 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 I 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 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 INDIVIDUALLY
PRODUCTS CORPORATION AND AS AGENT
BY: /s/ X.X. Xxxxxxx
EAGLE AND XXXXXX COMPANY ------------------------------------
Title: Vice President
FORTE, INC.
WESTERN INSULATED GLASS, CO.
THERMETIC GLASS, INC.
BINNINGS BUILDING PRODUCTS, INC.
DANVID WINDOW COMPANY
MODERN WINDOW CORPORATION
AMERICAN GLASSMITH, INC.
VINYLSOURCE, INC.
AMERICAN WEATHER-SEAL
COMPANY
EAGLE WINDOW & DOOR CENTER, INC.
DENVER WINDOW COMPANY
AAPC ONE ACQUISITION CORPORATION
AAPC TWO ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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(on behalf of the above-listed parties)
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
