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Exhibit 10.12 h
AMENDMENT NO. 8
TO
CREDIT AGREEMENT
AMENDMENT NO. 8 (the "Amendment") TO "CREDIT AGREEMENT" (as defined
below), dated as of October 15, 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:
1. 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:
a. SECTION 7.3(B)(iii) is hereby amended to insert at the beginning
thereof the phrase "with the written consent of the Agent,".
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b. SECTION 7.3(G) is hereby amended to delete therefrom the phrase
"The Borrowers shall not make any Acquisitions unless such Acquisitions meet the
following requirements" and to substitute therefor the phrase "The Borrowers
shall not make any Acquisitions unless such Acquisitions (x) are consented to in
writing by the Agent prior to the consummation of such Acquisitions and (y)
unless such Acquisitions meet the following requirements".
c. SECTION 7.3(S) is hereby amended and restated as follows:
"(S) LIMITATION ON REVOLVING CREDIT AVAILABILITY. The Borrowers shall
not permit the Revolving Credit Availability to be less than (i) Five
Hundred Thousand Dollars ($500,000.00) between October 15, 1999 and
December 1, 1999 and (ii) Ten Million Dollars ($10,000,000) at any
time between April 15 and June 1 or between October 15 and December 1
of any year thereafter.
d. SECTION 7.4(C) is hereby amended, with such amendment to SECTION
7.4(C) being effective as of September 30, 1999, to delete therefrom the amount
"$9,100,000" and to substitute therefor the amount "$7,100,000".
2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date above written, if, and only if, the Agent has received by facsimile,
with an original copy to follow within a reasonable period of time thereafter,
an executed copy 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 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.
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(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.
The remainder of this page is intentionally blank.
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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 and
PRODUCTS CORPORATION as Agent
EAGLE AND XXXXXX COMPANY By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
XXXXX, INC. Title: Authorized Officer
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: CFO
