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Credit Agreement

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Title:

Credit Agreement

Entities:

CEMEX S.A. de C.V.; Huttig Building Products Inc.

Date:

2006

Size:

Preview shows 71KB of 372KB total

Price:

$99

ID:

#2629006

► Loans ► Credit Agreements
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CREDIT AGREEMENT

Dated as of October 20, 2006

among

HUTTIG BUILDING PRODUCTS, INC.,

HUTTIG, INC.

and

HUTTIG TEXAS LIMITED PARTNERSHIP

as Borrowers,

THE OTHER CREDIT PARTIES SIGNATORY HERETO,

as Credit Parties,

THE LENDERS SIGNATORY HERETO

FROM TIME TO TIME,

as Lenders,

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent and Lender

GE CAPITAL MARKETS, INC.

as Lead Arranger

TABLE OF CONTENTS


			Page
1.	A MOUNT AND TERMS OF CREDIT		1

	1.1	Credit Facilities.	1
	1.2	Letters of Credit	5
	1.2A	Swap Related Reimbursement Obligations	5
	1.3	Prepayments.	6
	1.4	Use of Proceeds	8
	1.5	Interest and Applicable Margins.	8
	1.6	Eligible Accounts	11
	1.7	Eligible Inventory	13
	1.8	[INTENTIONALLY OMITTED].	14
	1.9	Fees.	15
	1.10	Receipt of Payments	15
	1.11	Application and Allocation of Payments.	15
	1.12	Loan Account and Accounting	16
	1.13	Indemnity.	16
	1.14	Access	18
	1.15	Taxes.	18
	1.16	Capital Adequacy; Increased Costs; Illegality.	19
	1.17	Single Loan	20
	1.18	Increases in Aggregate Commitments	20

2.	CONDITIONS PRECEDENT		21

	2.1	Conditions to the Initial Loans	21
	2.2	Further Conditions to Each Loan	22

3.	REPRESENTATIONS AND WARRANTIES		23

	3.1	Corporate Existence; Compliance with Law	23
	3.2	Executive Offices, Collateral Locations, FEIN	23
	3.3	Corporate Power, Authorization, Enforceable Obligations	24
	3.4	Financial Statements and Projections	24
	3.5	Material Adverse Effect	25
	3.6	Ownership of Property; Liens	25
	3.7	Labor Matters	26
	3.8	Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness	26
	3.9	Government Regulation	26
	3.10	Margin Regulations	27
	3.11	Taxes	27
	3.12	ERISA.	28
	3.13	No Litigation	28
	3.14	Brokers	29
	3.15	Intellectual Property	29
	3.16	Full Disclosure	29


	3.17	Environmental Matters.	30
	3.18	Insurance	30
	3.19	Deposit Accounts	30
	3.20	Government Contracts	31
	3.21	Customer and Trade Relations	31
	3.22	Bonding; Licenses	31
	3.23	Solvency	31

4.	FINANCIAL STATEMENTS AND INFORMATION		31

	4.1	Reports and Notices.	31
	4.2	Communication with Accountants	31

5.	AFFIRMATIVE COVENANTS		32

	5.1	Maintenance of Existence and Conduct of Business	32
	5.2	Payment of Charges.	32
	5.3	Books and Records	33
	5.4	Insurance; Damage to or Destruction of Collateral.	33
	5.5	Compliance with Laws	34
	5.6	Supplemental Disclosure	34
	5.7	Intellectual Property	35
	5.8	Environmental Matters	35
	5.9	Landlords Agreements, Mortgagee Agreements; Bailee Letters and Real Estate Purchases	35
	5.10	Further Assurances	36
	5.11	Mortgages	37
	5.12	Real Estate Requirements	37
	5.13	Cash Management System	37

6.	NEGATIVE COVENANTS		37

	6.1	Mergers, Subsidiaries, Etc	37
	6.2	Investments; Loans and Advances	40
	6.3	Indebtedness.	41
	6.4	Employee Loans and Affiliate Transactions.	42
	6.5	Capital Structure and Business	42
	6.6	Guaranteed Indebtedness	43
	6.7	Liens	43
	6.8	Sale of Stock and Assets	43
	6.9	ERISA	43
	6.10	Financial Covenant	44
	6.11	Hazardous Materials	44
	6.12	Sale-Leasebacks	44
	6.13	Restricted Payments	44
	6.14	Change of Corporate Name or Location; Change of Fiscal Year	44
	6.15	No Impairment of Intercompany Transfers	44
	6.16	Real Estate Purchases	45

7.	TERM		45


	7.1	Termination	45
	7.2	Survival of Obligations Upon Termination of Financing Arrangements	45

8.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES		45

	8.1	Events of Default	45
	8.2	Remedies.	47
	8.3	Waivers by Credit Parties	48

9.	ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT		48

	9.1	Assignment and Participations.	48
	9.2	Appointment of Agent.	50
	9.3	Agents Reliance, Etc	51
	9.4	GE Capital and Affiliates	52
	9.5	Lender Credit Decision	52
	9.6	Indemnification	52
	9.7	Successor Agent	53
	9.8	Setoff and Sharing of Payments	53
	9.9	Advances; Payments; Non-Funding Lenders; Information; Actions in Concert.	54

10.	SUCCESSORS AND ASSIGNS		56

	10.1	Successors and Assigns	56

11.	MISCELLANEOUS		57

	11.1	Complete Agreement; Modification of Agreement	57
	11.2	Amendments and Waivers.	57
	11.3	Fees and Expenses	59
	11.4	No Waiver	60
	11.5	Remedies	60
	11.6	Severability	60
	11.7	Conflict of Terms	60
	11.8	Confidentiality	60
	11.9	GOVERNING LAW	61
	11.10	Notices.	62
	11.11	Section Titles	63
	11.12	Counterparts	63
	11.13	WAIVER OF JURY TRIAL	63
	11.14	Press Releases and Related Matters	63
	11.15	Reinstatement	63
	11.16	Advice of Counsel	64
	11.17	No Strict Construction	64

12.	CROSS-GUARANTY		64

	12.1	Cross-Guaranty.	64
	12.2	Waivers by Borrowers.	65
	12.3	Benefit of Guaranty.	65
	12.4	Waiver of Subrogation, Etc.	65
	12.5	Election of Remedies.	65
	12.6	Limitation.	66
	12.7	Contribution with Respect to Guaranty Obligations.	66
	12.8	Liability Cumulative.	67

iii

INDEX OF APPENDICES


Annex A (Recitals)	-	Definitions
Annex B (Section 1.2)	-	Letters of Credit
Annex C (Section 2.1(a))	-	Closing Checklist
Annex D (Section 4.1(a))	-	Financial Statements and Projections -- Reporting
Annex E (Section 4.1(b))	-	Collateral Reports
Annex F (Section 6.10)	-	Financial Covenants
Annex G (Section 9.9(a))	-	Lenders Wire Transfer Information
Annex H (Section 11.10)	-	Notice Addresses
Annex I (from Annex A- Revolving Loan Commitments definition)	-	Revolving Loan Commitments as of Closing Date
Exhibit 1.1(a)(i)	-	Form of Notice of Revolving Credit Advance
Exhibit 1.1(a)(ii)	-	Form of Revolving Note
Exhibit 1.1(b)(ii)	-	Form of Swing Line Note
Exhibit 1.5(e)	-	Form of Notice of Conversion/Continuation
Exhibit 4.1(b)	-	Form of Borrowing Base Certificate
Exhibit 9.1(a)	-	Form of Assignment Agreement
Exhibit B-1	-	Application for Standby Letter of Credit
Exhibit B-2	-	Application and Agreement for Documentary Letter of Credit

Schedule 1.1	-	Agents Representatives
Disclosure Schedule 1.4	-	Sources and Uses; Funds Flow Memorandum
Disclosure Schedule 3.1	-	Type of Entity; State of Organization
Disclosure Schedule 3.2	-	Executive Offices, Collateral Locations, FEIN
Disclosure Schedule 3.4(B)	-

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