UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2012

 

 

Huttig Building Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14982   43-0334550

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

555 Maryville University Dr., Suite 400, St. Louis, MO   63141
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (314) 216-2600

Former name or former address, if changed since last report: Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2012, Huttig Building Products, Inc. (the “ Company ”) and its wholly-owned subsidiary, Huttig, Inc., entered into a Second Amendment to Amended and Restated Credit Agreement (the “ Second Amendment ”) with General Electric Capital Corporation (“ GECC ”), as agent and a lender, and Wells Fargo Capital Finance, LLC (“ Wells Fargo ”), as a lender.

The Second Amendment revises key provisions of the Company’s existing $120 million revolving credit facility (the “ Facility ”) as set forth below.

Term

The Second Amendment, a five year agreement, extends the maturity date of the Facility from September 3, 2014 to December 21, 2017.

Interest Rate

Under the Facility, borrowings bear interest at: (i) the LIBOR rate plus an applicable margin, or (ii) the Index Rate plus an applicable margin. Under the Second Amendment, the margins remain unchanged except that the highest tier of margins – a LIBOR margin of 3.00% and an Index Margin of 1.00%, applicable when average availability was less than or equal to $25,000,000 – were eliminated. The applicable margins under the Second Amendment are as follows:

 

Average Availability

   LIBOR Margin     Index Margin  

>$50,000,000

     2.25 %      .25 % 

>$35,000,000 but £ $50,000,000

     2.50 %      .50 % 

< $35,000,000

     2.75 %      .75 % 

Prior to and after the closing of the Second Amendment, the applicable LIBOR margin was 2.50% and the applicable Index Margin was .50%. The interest rate margins are set quarterly based on the average availability for the preceding quarter.

Borrowing Availability

Borrowing availability under the Facility is based on eligible accounts receivable, inventory and real estate. The Second Amendment revises certain provisions relating to borrowing availability as set forth below.

Inventory

The limit on the inventory component of the borrowing base has been increased to 70% of eligible inventory from 65% of eligible inventory.

Real Estate

The real estate component of the borrowing base will be reset based on appraisals to be completed by the Company within 60 days of closing and will include the Company’s recently-purchased Jackson, MS facility. The real estate component will amortize monthly over 12.5 years beginning after completion of the new appraisals, as compared to a monthly amortization over 10 years prior to the Second Amendment. The limit on real estate and the incremental borrowing base as a percent of the total borrowing base has been increased to 25%. Prior to the Second Amendment, such limit was 20% during periods when the Company was not in compliance with the financial covenant and 25% during periods when the Company was in compliance.

Incremental Borrowing Base

The limit on the amount of the incremental borrowing base – calculated as 5% of eligible inventory and accounts receivable – has been increased to $5 million from $4 million.

Cash Dominion Threshold

Under the Second Amendment, the excess availability level at which the lenders have the right to dominion of the Company’s bank accounts has been reduced by $5.0 million so that it is equal to the level at which the sole financial covenant in the Facility – the minimum fixed charge coverage ratio – is required to be tested; namely, a range of $10 million to $15 million, depending on the borrowing base.

Permitted Acquisitions

Under the Facility, the Company is permitted to acquire the assets or stock of another person without lender consent provided that the total amounts payable for all such permitted acquisitions over the term of the Facility shall not exceed $50 million and subject to certain other conditions, including that (i) the target shall not have incurred negative EBITDA in the prior 12 months, and (ii) the Company would have complied with the financial covenant on a pro forma basis after giving effect to the acquisition for the prior four quarters. Under the Second Amendment, the limit on the amount payable for a single permitted acquisition has been increased to $25 million from $15 million and the limit on the amount payable for goodwill and intangible assets has been eliminated. The limits for smaller permitted acquisitions, which are subject to less stringent conditions, remain unchanged by the Second Amendment.

Other Key Provisions Unchanged

The Second Amendment continues to provide a revolving credit facility of $120 million, which may be increased by up to $40 million, subject to certain conditions, including compliance with the financial covenant. Borrowing availability under the Second Amendment continues to be secured by substantially all of the assets of the Company and its subsidiary.

The foregoing description of the material terms of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Second Amendment.

Other than the Facility itself, there is no material relationship between the Company and GECC or Wells Fargo, except that the Company leases certain items of equipment from GECC and houses certain customary treasury bank functions with Wells Fargo.

A copy of the press release announcing the closing of the Second Amendment is attached hereto as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under “Item 1.01 Entry Into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

10.1    Second Amendment to Amended and Restated Credit Agreement dated as of December 21, 2012, among Huttig Building Products, Inc., Huttig, Inc., General Electric Capital Corporation, as agent and a lender, and Wells Fargo Capital Finance, LLC, as a lender
99.1    Press Release dated December 21, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

          Huttig Building Products, Inc.
      (Registrant)

Date: December 21, 2012

     
     

/s/ Philip W. Keipp

      Philip W. Keipp
      Vice President and Chief Financial Officer

Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of December 21, 2012, is by and among HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation (“ Parent ”), HUTTIG, INC., a Delaware corporation (“ Huttig ”) (Parent and Huttig are sometimes collectively referred to herein as “ Borrowers ” and individually as a “ Borrower ”), the other Credit Parties signatory to the hereinafter defined Credit Agreement, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as a Lender, and as Agent for Lenders (“ Agent ”) and the other Lenders signatory to the hereinafter defined Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Borrowers, the other Credit Parties, Agent and Lenders are party to that certain Amended and Restated Credit Agreement, dated as of September 3, 2010 (as heretofore or hereafter amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”);

WHEREAS, on and subject to the terms and conditions hereof, the parties hereto wish to amend certain provisions of the Credit Agreement as set forth herein; and

WHEREAS, this Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment; capitalized terms used herein without definition are so used as defined in Annex A to the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

1. Amendments . Subject to the conditions set forth below, the Credit Agreement shall be amended as follows:

(a) Section 1.5 of the Credit Agreement is hereby amended by amending and restating the grids located therein relating to the Applicable Margins (other than the Applicable Unused Line Fee Margin) in their entirety as follows:

 

If Average Availability is:

   Level of Applicable Margins:  

>$50,000,000

     Level I   

>$35,000,000 but < $50,000,000

     Level II   

< $35,000,000

     Level III   

Applicable Margins

   Level I     Level II     Level III  

Applicable Revolver Index Margin

     0.25 %      0.50 %      0.75 % 

Applicable Revolver LIBOR Margin

     2.25 %      2.50 %      2.75 % 

Applicable L/C Margin

     2.25 %      2.50 %      2.75 % 

(b) Section 5.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Section 5.13. Cash Management System . Each Credit Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Letters or control agreements, with respect to each deposit, securities, commodity or similar account maintained by such Person (other than any payroll account so long as such payroll account is a zero balance account and withholding tax and fiduciary accounts) providing springing cash dominion to Agent in the case of deposit accounts as of or after the Restatement Date; provided , that Agent shall not assert such cash dominion until such time as either (i) an Event of Default has occurred and is continuing or (ii) Borrowing Availability is less than an amount equal to the Minimum Availability Amount; p rovided, further, that in any instance where Borrowing Availability is less than the Minimum Availability Amount, such right shall be terminated with respect to such instance following certification by Borrower Representative to Agent and Agent’s confirmation that Borrowing Availability has exceeded $15,000,000 for ninety (90) consecutive days.

(c) Section 6.1 of the Credit Agreement is hereby amended by amending and restating clause (v) thereof in its entirety as follows:

“(v) unless Agent otherwise consents, the sum of all amounts payable in connection with all Permitted Acquisitions (including all transaction costs and all Indebtedness, liabilities and contingent obligations incurred or assumed in connection therewith or otherwise reflected in a consolidated balance sheet of Borrowers and Target) shall not exceed $50,000,000 (and $25,000,000 for any single Permitted Acquisition);”

(d) Section 6.3 of the Credit Agreement is hereby amended by inserting at the conclusion of clause (b) therein the following text:

“(beginning as of the Second Amendment Effective Date).”

(e) Section 6.16 of the Credit Agreement is hereby amended by inserting the text “(beginning as of the Second Amendment Effective Date)” in clause (ii) thereof immediately following the text “(ii) $25,000,000 during the term hereof” therein.

 

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(f) Annex A to the Credit Agreement is hereby amended as follows:

(i) By amending the definition of “Borrowing Base” thereof in its entirety as follows:

“ Borrowing Base ” means, as of any date of determination by Agent, from time to time, an amount equal to the sum at such time of:

(a) 85% of Borrowers’ Eligible Accounts at such time;

(b) the lesser of (i) 70% of Borrowers’ Eligible Inventory valued at the lower of cost (determined on an average cost basis) or market at such time and (ii) 85% of the NOLV Factor times Borrowers’ Eligible Inventory at such time;

(c) the Real Estate Borrowing Base; and

(d) the Incremental Borrowing Base;

in each case, less any Reserves established by Agent pursuant to the terms of this Agreement and in effect at such time; provided , that the aggregate amount of the Borrowing Base comprised of clauses (c) and (d) above shall not exceed 25% of the Borrowing Base (including the Real Estate Borrowing Base and the Incremental Borrowing Base).

(ii) By amending the definition of “Commitment Termination Date” thereof in its entirety as follows:

“ Commitment Termination Date ” means the earliest of (a) December 21, 2017, (b) the date of termination of Lenders’ obligations to make Advances and to incur Letter of Credit Obligations or permit existing Loans to remain outstanding pursuant to Section 8.2(b) , and (c) the date of indefeasible prepayment in full by Borrowers of the Loans and the cancellation and return (or stand-by guarantee) of all Letters of Credit or the cash collateralization of all Letter of Credit Obligations pursuant to Annex B , and the permanent reduction of the Revolving Loan Commitments to zero dollars ($0).

(iii) By amending the definition of “Incremental Borrowing Base” thereof in its entirety as follows:

“ Incremental Borrowing Base ” means, as of any date determined by Agent, from time to time, an amount equal to the lesser of (a) the sum of (i) 5% of the book value of Borrowers’ Eligible Accounts at such time and (ii) 5% of the NOLV Factor times the book value of Borrowers’ Eligible Inventory at such time, and (b) $5,000,000.

(iv) By amending the definition of “Real Estate Borrowing Base” thereof in its entirety as follows:

 

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“ Real Estate Borrowing Base ” means, as of any date determined by Agent, from time to time, an amount equal to the lesser of (a) 50% of the appraised fair market value of Borrowers’ owned Real Estate and (b) $30,000,000; provided that the amount of the Real Estate Borrowing Base shall amortize monthly on a twelve and a half-year straight-line basis, beginning on the first day of the calendar month following completion of the appraisals contemplated by the Second Amendment.

(v) By deleting the definition of “Cash Dominion Amount” therein in its entirety.

(vi) By inserting the following new definition therein in appropriate alphabetical order:

“ Second Amendment ” means that certain Second Amendment to Amended and Restated Credit Agreement dated as of December 21, 2012 by and among the Borrowers, the other Credit Parties, Agent and the Lenders.

“ Second Amendment Effective Date ” has the meaning ascribed to it in Section 3 of the Second Amendment.

(g) Exhibit 4.1(b) to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit 4.1(b) attached hereto.

2. Representations and Warranties of Credit Parties . In order to induce Agent and Lenders to enter into this Amendment, each Credit Party hereby jointly and severally represents and warrants to Agent and Lenders that:

(a) Representations and Warranties . After giving effect to this Amendment, no representation or warranty of any Credit Party contained in the Credit Agreement or any of the other Loan Documents, including this Amendment, shall be untrue or incorrect in any material respect as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date.

(b) Authorization, etc . Each Credit Party has the power and authority to execute, deliver and perform this Amendment. Each Credit Party has taken all necessary action (including, without limitation, obtaining approval of its stockholders, if necessary) to authorize its execution, delivery and performance of this Amendment. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with any Credit Party’s execution, delivery and performance of this Amendment, except for those already duly obtained. This Amendment has been duly executed and delivered by each Credit Party and constitutes the legal, valid and binding obligation of each Credit Party, enforceable against it in accordance with its terms. No Credit Party’s execution, delivery or performance of this Amendment conflicts with, or constitutes a violation or breach of, or constitutes a default under, or results in the creation or imposition of any Lien upon the property of any Credit Party by reason of the terms of (i) any contract, mortgage, deed of trust, material lease, material agreement, indenture or other material

 

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instrument to which any Credit Party is a party or which is binding upon it, (ii) any law or regulation or order or decree of any court or Governmental Authority applicable to any Credit Party, or (iii) the charter, bylaws, partnership or operating agreement, as applicable, of any Credit Party.

(c) No Default . No Default or Event of Default has occurred or is continuing, or would result after giving effect hereto.

3. Conditions to Effectiveness . The effectiveness of this Amendment is expressly conditioned upon the satisfaction, and delivery to Agent (on behalf of itself and Lenders), of each condition set forth in this Section 3 on or prior to the date hereof (the “ Second Amendment Effective Date ”):

(a) Amendment . Duly executed originals of this Amendment from each Credit Party, the Agent and the Lenders.

(b) Reaffirmation of Collateral Documents . Duly executed originals of a Reaffirmation of Collateral Documents, dated the Second Amendment Effective Date, executed by each Credit Party.

(c) Second Amendment Fee Letter . Duly executed originals of that certain Second Amendment Fee Letter dated as of the Second Amendment Effective Date by and between the Borrowers and GE Capital, and Agent, for the account of GE Capital, shall have received from Borrowers all fees in connection therewith, which fees are fully earned and payable as of such date and shall constitute part of the Obligations.

(d) Amendment Fee . Agent shall have received from Borrowers on the Second Amendment Effective Date, for the account and pro rata benefit of Lenders, an amendment fee in the amount of $300,000, which fee is fully earned and payable as of such date and shall constitute part of the Obligations.

(e) Charter and Good Standing . For each Credit Party, such Person’s (a) charter and all amendments thereto, (b) good standing certificates (including verification of tax status) in its state of incorporation and (c) good standing certificates (including, as requested by Agent, within ninety (90) days following the Second Amendment Effective Date (or such longer period to which Agent may consent), verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the Second Amendment Effective Date and certified by the applicable Secretary of State or other authorized Governmental Authority.

(f) Bylaws and Resolutions . For each Credit Party, (a) such Person’s bylaws, together with all amendments thereto and (b) resolutions of such Person’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith on the Second Amendment Effective Date, each certified as of the Second Amendment Effective Date by such Person’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

 

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(g) Incumbency Certificates . For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents on the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by such Person’s corporate secretary or an assistant secretary as being true, accurate, correct and complete.

(h) Opinions of Counsel . Duly executed originals of opinion of Bryan Cave LLP, counsel for the Credit Parties, in form and substance reasonably satisfactory to Agent and its counsel, dated the Second Amendment Effective Date.

(i) Other Documents . All other agreements, certificates and other documents as Agent may reasonably request to accomplish the purposes of this Amendment.

4. Post-Second Amendment Effective Date Obligations . In addition to the conditions to effectiveness set forth in Section 3 above, the Borrowers hereto agree that within sixty (60) days of the Second Amendment Effective Date (or such longer period as shall be permitted by Agent in its sole discretion), Agent shall have received (a) duly executed Mortgage amendments (or amended and restated Mortgages, as applicable) covering all of the owned Real Estate of the Credit Parties listed on Schedule A hereto (other than #12 therein relating to the Real Estate located in Pennsylvania), (b) title insurance commitments (or date-down endorsements with respect thereto) with respect to all of the owned Real Estate of the Credit Parties listed on Schedule A hereto (other than #12 therein relating to the Real Estate located in Pennsylvania), and (c) recent appraisals for all of the owned Real Estate of the Credit Parties listed on Schedule A hereto, conducted by appraiser(s) chosen by Agent, and in each case in form and substance (including, without limitation, with respect to the appraisals, in compliance with FIRREA appraisal requirements) reasonably satisfactory to Agent. The parties hereto agree that (i) upon the receipt of all of the appraisals required above, the Real Estate Borrowing Base shall be recalculated and reset by Agent in accordance with the terms thereof (as amended by this Amendment), based on the results of such appraisals and (ii) such appraisals shall not count against the limited number of Real Estate appraisals for which expense reimbursement may be sought pursuant to clause (f) of Annex E to the Credit Agreement. The failure by Borrowers to deliver the appraisals required pursuant to this Section 4 within the timeframe set forth herein shall constitute an immediate Event of Default.

5. Reference to and Effect on Loan Documents .

(a) Ratification . Except as specifically provided in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and each Credit Party hereby ratifies and confirms each such Loan Document.

(b) No Waiver . The execution, delivery and effectiveness of this Amendment shall not operate as a waiver or forbearance of any right, power or remedy of Agent or any Lender under the Credit Agreement or any of the other Loan Documents, or constitute a consent, waiver or modification (except as expressly set forth in Section 1 hereof) with respect to any

 

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provision of the Credit Agreement or any of the other Loan Documents. Upon the effectiveness of this Amendment each reference in (a) the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” or words of similar import and (b) any other Loan Document to “the Agreement” shall, in each case and except as otherwise specifically stated therein, mean and be a reference to the Credit Agreement as amended hereby.

6. Miscellaneous .

(a) Successors and Assigns . This Amendment shall be binding on and shall inure to the benefit of the Credit Parties, Agent and Lenders and their respective successors and assigns, except as otherwise provided herein. No Credit Party may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder without the prior express written consent of Agent and Lenders. The terms and provisions of this Amendment are for the purpose of defining the relative rights and obligations of the Credit Parties, Agent and Lenders with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Amendment.

(b) Entire Agreement . This Amendment, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof.

(c) Fees and Expenses . As provided in Section 11.3 of the Credit Agreement, the Borrowers agree to pay on demand all fees, costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment.

(d) 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.

(e) Severability . Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

(f) Conflict of Terms . Except as otherwise provided in this Amendment, if any provision contained in this Amendment is in conflict with, or inconsistent with, any provision in any of the other Loan Documents, the provision contained in this Amendment shall govern and control.

(g) Counterparts . This Amendment may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Amendment by telecopy shall be effective as delivery of a manually executed signature page to this Amendment.

 

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(h) Incorporation of Credit Agreement . The provisions contained in Sections 11.9 and 11.13 of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Amendment rather than the Credit Agreement.

(i) Acknowledgment . Each Credit Party hereby acknowledges its status as a Credit Party and affirms its obligations under the Credit Agreement and represents and warrants that there are no liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “ Claims ”), which any Credit Party may have or claim to have against Agent or any Lender, or any of their respective affiliates, agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “ Lender Released Parties ”), which might arise out of or be connected with any act of commission or omission of the Lender Released Parties existing or occurring on or prior to the date of this Amendment, including, without limitation, any Claims arising with respect to the Obligations or any Loan Documents. In furtherance of the foregoing, each Credit Party hereby releases, acquits and forever discharges the Lender Released Parties from any and all Claims that any Credit Party may have or claim to have, relating to or arising out of or in connection with the Obligations or any Loan Documents or any other agreement or transaction contemplated thereby or any action taken in connection therewith from the beginning of time up to and including the date of the execution and delivery of this Amendment. Each Credit Party further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Lender Released Parties with respect to any and all Claims which might arise out of or be connected with any act of commission or omission of the Lender Released Parties existing or occurring on or prior to the date of this Amendment, including, without limitation, any Claims arising with respect to the Obligations or any Loan Documents.

[signature pages follow]

 

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written.

 

HUTTIG BUILDING PRODUCTS, INC., as a Borrower
By:  

/s/ Philip W. Keipp

Name:   P HILIP W. K EIPP
Title:   Vice President & CFO
HUTTIG INC., as a Borrower
By:  

/s/ Philip W. Keipp

Name:   P HILIP W. K EIPP
Title:   Vice President
GENERAL ELECTRIC CAPITAL CORPORATION , as Agent and a Lender
By:  

/s/ Jack F. Morrone

  Duly Authorized Signatory
WELLS FARGO CAPITAL FINANCE, LLC, as a Lender
By:  

/s/ Laura D. Wheeland

Name:  

L AURA D. W HEELAND

Title:   Vice President

SCHEDULE A

Owned Real Estate at the following 13 locations:

 

1.

3601 N. 34 th Ave., Phoenix, AZ 85079

 

2. 25 John Hancock Road, Taunton, MA 02780

 

3. 4072 Nash Road, Cape Girardeau, MO 63701

 

4. 370 Creble Road, Selkirk, NY 12158

 

5. 8100 S.W. Hunziker Rd., Tigard, OR 97223

 

6. 525 C St., N.W., Auburn, WA 98701

 

7. 7 Gaywalk Street, Augusta, ME 04330

 

8. 30244 Country Rd #12, Elkhart, IN 46515

 

9. 36 W. Lenhardt Road, Greenville, SC 29611

 

10. 2194 Sage Road, Medford, OR 87501

 

11. 3375/3231 North Wesleyan Highway, Rocky Mount, NC 27801

 

12. 350 Lasley Ave., Hanvover Ind Estates, Wilkes Barre, PA 18706

 

13. 240 N.W. Industrial Park, Jackson, MS 39213

Exhibit 4.1(b) to Credit Agreement

See attached.

EXHIBIT 4.1(b)

to

AMENDED AND RESTATED CREDIT AGREEMENT

FORM OF BORROWING BASE CERTIFICATE

Reference is made to that certain Amended and Restated Credit Agreement dated as of September 3, 2010 by and among Huttig Building Products, Inc., a Delaware corporation and Huttig, Inc., a Delaware corporation (collectively, “Borrowers”), the other Persons named therein as Credit Parties, General Electric Capital Corporation (“Agent”) and the Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

The undersigned, being the chief financial officer, chief executive officer or treasurer of the Borrower Representative, hereby certifies, subject to the qualifications in Section 8.1(f) of the Credit Agreement, that the Borrowing Base with respect to the Borrowers calculated on Exhibit A attached hereto is true and correct in all respects and, without limiting the generality of the foregoing, with respect to the information supporting the determination of Eligible Accounts and Eligible Inventory.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrowing Base Certificate as of the date first set forth above.

 

HUTTIG BUILDING PRODUCTS, INC.,

as Borrower Representative

By:    
Title:    

 

Exhibit 99.1

 

LOGO

HUTTIG BUILDING PRODUCTS, INC. EXTENDS $120 MILLION CREDIT FACILITY

ST. LOUIS, MO, December 21, 2012 — Huttig Building Products, Inc., a leading domestic distributor of millwork, building materials and wood products, today announced it has entered into an agreement to amend and extend its $120 million senior secured credit facility. The amendment, among other things, extends the facility for five years from the execution date, to December 21, 2017. The amended facility can be increased to $160 million, through an uncommitted $40 million accordion feature, subject to certain conditions. General Electric Capital Corporation (GECC) and Wells Fargo Capital Finance, LLC (Wells Fargo) are co-lenders under the facility.

Philip W. Keipp, Huttig’s Vice President and Chief Financial Officer, said, “While our existing credit agreement did not expire until September 2014 we believe that the current lending market, along with our improved financial performance, provides an opportunity to secure a long-term agreement which works very well for the Company. We are pleased to continue our relationship with GECC and Wells Fargo who have been valued lending partners.”

Pricing for the amended facility is based on LIBOR plus 225 to 275 basis points, depending on levels of average availability. Under the prior facility, executed in September 2010, pricing was at LIBOR plus 225 to 300 basis points. At closing, the initial pricing is LIBOR plus 250 basis points. In addition, among other things, the amended facility provides for certain changes to the borrowing base, permitted acquisition, and cash dominion provisions of the agreement.

“The amended credit facility will provide the Company with additional borrowing capacity and bring increased financial flexibility. We believe the agreement is an endorsement of the Company’s proven ability to manage through a challenging market environment while putting itself in position to take advantage of growth opportunities presented by an improving housing market. Executing the facility allows us to remain focused on meeting market challenges and growing our business while mitigating lending risks which may be brought by any general economic or political uncertainty,” said Mr. Keipp.

Further details concerning the amendment are contained in the Company’s Current Report on Form 8-K which has been filed with the Securities and Exchange Commission.

About Huttig Building Products, Inc.

Huttig Building Products, founded in 1885 and headquartered in St. Louis, MO, is a leading domestic distributor of millwork, building materials and wood products used principally in new residential construction and home improvement, remodeling and repair work. Huttig has relationships with leading manufacturers and distributes its products through 27 wholesale distribution centers serving 41 states. The Company’s wholesale distribution centers sell principally to building materials dealers, national buying groups, home centers, and industrial users, including makers of manufactured homes.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our outlook on the housing industry. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by Huttig Building Products, Inc. to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of Huttig Building Products, Inc.’s control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties are described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Huttig Building Products, Inc. undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, changes in expectation or otherwise, except as required by law.

For more information about Huttig, please visit www.huttig.com or Don Hake at investor@huttig.com .