Second Amendment to the Credit Agreement dated August 5, 2005



 Exhibit 4.8 
  
 SECOND AMENDMENT 
 to 
 CREDIT AGREEMENT 
  
 This SECOND AMENDMENT to CREDIT AGREEMENT (this “Amendment”) is entered into as of August 5, 2005 but effective as of July 30, 2005, by and
among Huttig Building Products, Inc., a Delaware corporation (the “Company”), LaSalle Bank National Association (“LaSalle”), as Administrative Agent, and LaSalle and the other lenders listed on the signature page hereto (the
“Lenders”). 
  
 Recitals: 
  

	A.	The Company, Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of September 24, 2004, as amended by that certain First Amendment to Credit
Agreement dated as of December 3, 2004 (as amended, the “Loan Agreement”). 

  

	B.	The Company, Administrative Agent, and the Required Lenders have agreed to amend the Loan Agreement on the terms and conditions contained herein. 

  
 Amendment 
  
 Therefore, in consideration of the mutual agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, the Company, Administrative Agent and the Required Lenders hereby agree as follows: 
  
 1. Definitions. All references to the “Agreement” or the “Loan Agreement” in the Loan Agreement and in this Amendment shall be deemed to be
references to the Loan Agreement as it is amended hereby and as it may be further amended, restated, extended, renewed, replaced, or otherwise modified from time to time. Capitalized terms used and not otherwise defined herein have the meanings
given them in the Loan Agreement. 
  
 2. Conditions to Effectiveness of
Amendment. This Amendment shall become effective as of July 30, 2005, or such other date as expressly set forth herein and subject to any other conditions as expressly set forth herein, but only if this Amendment has been executed by the
Company, Administrative Agent and the Required Lenders, and only if all of the documents listed on Exhibit A to this Amendment have been delivered and, as applicable, executed, sealed, attested, acknowledged, certified, or authenticated, each in
form and substance reasonably satisfactory to Administrative Agent and the Required Lenders, and the Second Amendment Fee (as defined on Exhibit A) has been paid in same day funds. The Second Amendment Fee shall be paid solely to, and shared solely
by, each of the Required Lenders who has executed this Amendment and delivered its signature to Administrative Agent on or before the date first written above, with the pro-rata shares of the Lenders being readjusted to take into account any Lender
not executing this Amendment. 
  
 3. Waiver of Defaults; No Other Waiver.

  
 3.1. Borrower has notified Administrative Agent
that Borrower has violated Section 11.11.1. (Minimum Fixed Charge Coverage Ratio) for the Computation Period ending June 30, 2005, which constitutes an Event of Default under Section 13.1.5 (the “Subject Financial Covenant Default”). The
Borrower has requested that the Required Lenders waive the Subject Financial Covenant Default. 







 3.2. Borrower has notified Administrative Agent that Borrower has entered into arrangements with
Oracle Credit Corporation and CSC Consulting Services, whereby Borrower has, in the ordinary course of business, purchased certain software and other services from Oracle Credit Corporation and CSC Consulting Services (the “Transactions”).
The cost of such software and services are being paid over a period of time. Borrower has notified Administrative Agent that the Transactions violate Section 11.1 which constitutes an Event of Default under Section 13.1.5 (the “Deferred
Purchase Default”). The Borrower has requested that the Required Lenders waive the Deferred Purchase Default. 
  
 3.3. The Required Lenders hereby waive the Subject Financial Covenant Default and the Deferred Purchase Default. The waivers contained in this
Section 3 are specific in intent and are valid only for the specific purposes for which given. Nothing contained herein obligates Administrative Agent or any Lender to agree to any additional waivers of any provisions of any of the Loan Documents,
including but not limited to Sections 11.1, 11.11.1. and 13.1.5. The waivers contained in this Section 3 are waivers of only the Subject Financial Covenant Default and the Deferred Purchase Default, and shall not operate as a waiver of
Administrative Agent’s or any Lenders’ right to exercise remedies resulting from (i) any existing and/or continuing Defaults or Events of Default other than the Subject Financial Covenant Default and the Deferred Purchase Default, or (ii)
other future Defaults or Events of Default, whether or not of a similar nature and whether or not known to Administrative Agent or any Lender. The Required Lenders hereby consent to the Transactions. 
  
 4. Amendments to Loan Agreement. 
  
 Subject to the terms and conditions set forth herein, the following amendments shall be made
to the Loan Agreement: 
  
 4.1. Consolidated Net Income.
The definition of “Consolidated Net Income” is deleted in its entirety and replaced with the following: 
  
 “Consolidated Net Income means, with respect to the Company and its Subsidiaries for any period, the net income (or loss) of the Company and
its Subsidiaries for such period, excluding any gains or losses from Asset Dispositions described in clauses (a) and (c) of the definition of Asset Dispositions, any extraordinary gains or losses, any gains or losses from discontinued operations,
and any non-cash gains or losses.” 
  
 4.2. Net
Income. A new defined term of “Net Income” is added as follows: 
  
 “Net Income means net income according to GAAP.” 
  
 4.3. Fixed Charge Coverage Ratio. For all Computation Periods ending after June 30, 2005, Section 11.11.1 is hereby deleted and replaced with the
following: 
  
 “11.11.1 Fixed Charge Coverage Ratio.
Not permit the Fixed Charge Coverage Ratio for any Computation Period to be less than the applicable ratio set forth below for such Computation Period: 
  

			
	 Computation
 Period Ending

	  	 Fixed Charge
 Coverage Ratio


	 September 30, 2005, and each December 31, March 31, June 30, and September 30 thereafter
	  	1.15 to 1.00”

  

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 4.4. Senior Debt to EBITDA Ratio. For all Computation Periods ending after June 30, 2005, Section
11.11.2 is hereby deleted and replaced with the following: 
  
 “11.11.2 Senior Debt to EBITDA Ratio. Not permit the Senior Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period: 
  

			
	 Computation
 Period Ending

	  	 Senior Debt to
 EBITDA Ratio


	 September 30, 2005, and each December 31, March 31, June 30, and September 30 thereafter
	  	3.25 to 1.00”

  
 5. Representations and Warranties
of the Company. The Company hereby represents and warrants to Administrative Agent, the Issuing Lender and each Lender as of the date hereof, that (i) this Amendment and each of the other documents, agreements, certificates executed in
connection herewith (the “Amendment Documents”) have been duly authorized by the Company’s board of directors, (ii) since September 24, 2004, the Company’s articles of incorporation and bylaws have not been amended, restated or
otherwise modified, (iii) no consents are necessary from any third Person for the Company’s execution, delivery or performance of this Amendment and the other Amendment Documents which have not been obtained, (iv) this Amendment, the other
Amendment Documents, the Loan Agreement and all other Loan Documents to which it is a party constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity, (v) except as set forth in the disclosure schedules to the Loan Agreement and the other Loan Documents, the
representations and warranties in the Loan Agreement and the other Loan Documents were true and correct when made and are true and correct in all material respects as of the date hereof (except to the extent stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and correct as of such earlier date), (vi) after giving effect to Section 3 of this Amendment, there exists no Unmatured Event of Default or Event of Default under the Loan
Agreement or the other Loan Documents, and (vii) there are no proceedings of any kind, pending or to the knowledge of any Senior Officer, threatened against the Company or any other Loan Party which might reasonably be expected to have a Material
Adverse Effect. 
  
 6. Effect of Amendment. Except as set forth in Section
3 of this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent, the Issuing Lender, or any Lender under the Loan Agreement or any of the other Loan
Documents, nor constitute a waiver of any provision of the Loan Agreement, any of the other Loan Documents or any existing Unmatured Event of Default or Event of Default, nor act as a release or subordination of the Liens and security interests of
Administrative Agent under the Loan Documents. Each reference in the Loan Agreement to “the Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall be read as referring to the Loan
Agreement as amended by this Amendment. 
  

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 7. Reaffirmation. The Company hereby acknowledges and confirms that (i) except as expressly amended hereby the
Loan Agreement and the Loan documents remain in full force and effect, (ii) the Company has no defenses to its obligations under the Loan Agreement and the other Loan Documents, (iii) the Liens and security interests of the Administrative Agent
under the Loan Documents secure all the Obligations, continue in full force and effect and have the same priority as before this Amendment, and (iv) the Company has no claim against Administrative Agent, the Issuing Lender or any Lender arising from
or in connection with the Loan Agreement or the other Loan Documents, and the Company hereby releases and waives and discharges forever any such claims it may have against Administrative Agent, the Issuing Lender or any Lender arising from or in
connection with this Amendment the other Amendment Documents, the Loan Agreement or the other Loan Documents. This Amendment and each of the other Amendment Documents are a part of the Loan Documents. 
  
 8. Fees and Expenses. The Company shall promptly pay to Administrative Agent all fees,
expenses and other amounts owing to Administrative Agent under the Loan Agreement and the other Loan Documents upon demand, including, without limitation, all reasonable fees, costs and expenses incurred by Administrative Agent in connection with
the preparation, negotiation, execution, and delivery of this Amendment. 
  
 9.
Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

  
 10. Section Titles. Section captions used in this Amendment are for
convenience only and shall not affect the construction of this Amendment. 
  
 11. Counterparts; Facsimile Transmissions. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Amendment. Receipt of an executed signature page to this Amendment by facsimile or other electronic transmission, shall constitute effective delivery thereof. Electronic records of
executed Amendment maintained by the Lenders shall be deemed to be originals. 
  
 12. Incorporation By Reference. Administrative Agent, the Required Lenders, and the Company hereby agree that all of the terms of the Loan Documents are incorporated in and made a part of this Amendment by this reference. 

 
 13. Notice—Oral Commitments Not Enforceable. Nothing contained in the
following notice shall be deemed to limit or modify the terms of the Loan Documents: 
  
 ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT COMPANY AND EACH OTHER
LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDERS (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. 
  

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 Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan
Parties, oral or written, concerning the subject matter of the Loan Documents, as amended hereby, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and
thereby extinguished. 
  
 14. Notice—Insurance. The following notice
is given pursuant to Section 10 of the Collateral Protection Act set forth in Chapter 815 Section 180/1 of the Illinois Compiled Statutes (1996); nothing contained in such notice shall be deemed to limit or modify the terms of the Loan Documents:

  
 UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH
EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT THE COMPANY’S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL AND THE REAL
ESTATE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH THE COLLATERAL AND THE
REAL ESTATE COLLATERAL. THE COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE
ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL AND THE REAL ESTATE COLLATERAL, THE COMPANY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE
INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE
INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN. 
  
 {remainder of page intentionally left blank; signature pages immediately follow} 
  

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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written. 

 

			
	 HUTTIG BUILDING PRODUCTS, INC., as the Company

		
	 By:
	 	 /s/    David L. Fleisher


	 Title:
	 	 Vice President-Chief Financial Officer

	
	 LASALLE BANK NATIONAL ASSOCIATION,
 as Administrative Agent, as Issuing Lender and as a Lender

		
	 By:
	 	 /s/    Signature illegible


	 Title:
	 	 Vice President

	
	 GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

		
	 By:
	 	 /s/    Signature illegible


	 Title:
	 	 Duly Authorized Signatory


	
	 HARRIS N.A., as successor by merger with
 HARRIS TRUST & SAVINGS BANK, as a Lender

		
	 By:
	 	 /s/    Signature illegible


	 Title:
	 	 Director


	
	 NATIONAL CITY BANK OF THE MIDWEST, as a Lender

		
	 By:
	 	 /s/    Eric Hartman


	 Title:
	 	 Vice President


	
	 FIRST BANK, as a Lender

		
	 By:
	 	 /s/    Signature illegible


	 Title:
	 	 Senior Vice President


	
	 CHARTER ONE BANK, N.A., as a Lender

		
	 By:
	 	 /s/    Signature illegible


	 Title:
	 	 Vice President


	
	 FIFTH THIRD BANK (SOUTHERN INDIANA), as a Lender

		
	 By:
	 	 /s/    Signature illegible


	 Title:
	 	 Vice President



  

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 REAFFIRMATION TO SECOND AMENDMENT TO LOAN AGREEMENT 
  
 This Reaffirmation to Second Amendment to Loan Agreement is executed by
Huttig, Inc., a Delaware corporation, Huttig Texas Limited Partnership, a Texas limited partnership, Huttig Building Materials, Inc., a Delaware corporation, and Huttig Texas Holdings, Inc., a Delaware corporation (individually and collectively,
“Guarantor”) and is entered into as of August 5, 2005 but effective as of July 30, 2005 (this “Reaffirmation”). Guarantor acknowledges and consents to all changes, terms and provisions set forth in the foregoing Second Amendment
to the Loan Agreement among the Company, Administrative Agent, and the Required Lenders of even date with this Reaffirmation (the “Second Amendment”) and agrees that all such changes are in the best interests of the Company and Guarantor.
In consideration of the financial accommodations granted and which may hereafter be granted to the Company by Administrative Agent and the Lenders, in consideration of Administrative Agent’s, the Issuing Lender’s and the Lenders’
reliance on the Guaranty and Collateral Agreement, dated as of September 24, 2004 by and among the Company, Guarantor and the Administrative Agent (as amended, modified, restated or replaced from time to time, the “Guaranty and Collateral
Agreement”) and the other Loan Documents to which Guarantor is a party, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor, irrevocably and unconditionally reaffirms the
Guaranty and Collateral Agreement and the other Loan Documents to which it is a party and its continuing guarantee of the payment and performance of all current and future Obligations. Guarantor agrees that the validity and enforceability of the
Guaranty and Collateral Agreement and the other Loan Documents to which it is a party is not and shall not be affected in any way or manner by any of the changes, terms and provisions set forth in the Second Amendment. 
  
 Guarantor hereby represents and warrants to Administrative Agent, the Issuing
Lender and each Lender as of the date hereof, that (i) this Reaffirmation has been duly authorized by the Guarantor’s board of directors, partners, board of managers, or members, as the case may be, (ii) since September 24, 2004,
Guarantor’s articles of incorporation and bylaws have not been amended, restated or otherwise modified, (iii) no consents are necessary from any third Person for Guarantor’s execution, delivery or performance of this Reaffirmation which
have not been obtained, (iv) this Reaffirmation and all other Loan Documents to which it is a party constitute the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity, (v) except as set forth in the disclosure schedules to the Loan Agreement and the other Loan Documents, the
representations and warranties in the Loan Agreement were true and correct when made and are true and correct in all material respects as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date), and (vi) after giving effect to Section 3 of the Second Amendment, there exists no Unmatured Event of Default or Event of Default under the Loan Agreement.

  
 Guarantor hereby acknowledges and confirms that (i) the Loan
Documents are in full force and effect, (ii) Guarantor has no defenses to its obligations under the Loan Documents, (iii) the Liens and security interests of the Administrative Agent under the Loan Documents secure all the Obligations, continue in
full force and effect and have the same priority as before the Second Amendment, and (iv) Guarantor has no claim against Administrative Agent, the Issuing Lender or any Lender arising from or in connection with the Loan Agreement or the other Loan
Documents, and Guarantor hereby releases and waives and discharges forever any such claims it may have against Administrative Agent, the Issuing Lender or any Lender arising from or in connection with the Loan Agreement or the other Loan Documents.

  
 {Reaffirmation continues on the next page; Signatures are on
the next page} 
  

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 Capitalized terms used in this Reaffirmation, but not defined herein, shall have the meanings set forth
in the Second Amendment. 
  

			
	 HUTTIG, INC.

		
	 By:
	 	 /s/    David L. Fleisher


	 Title:
	 	 Treasurer


	
	 HUTTIG TEXAS LIMITED PARTNERSHIP

		
	 By:
	 	 Huttig Building Materials, Inc., its general partner

		
	 By:
	 	 /s/    David L. Fleisher


	 Title:
	 	 Treasurer


	 HUTTIG BUILDING MATERIALS, INC.

		
	 By:
	 	 /s/    David L. Fleisher


	 Title:
	 	 Treasurer


	 HUTTIG TEXAS HOLDINGS, INC.

		
	 By:
	 	 /s/    David L. Fleisher


	 Title:
	 	 Treasurer




  

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 Exhibit 4.8 
  
 Exhibit A 
  
 Documents and Requirements 
  

			
		
	1.	  	Second Amendment to Loan Agreement.
		
	2.	  	Reaffirmation to Second Amendment to Loan Agreement.
		
	3.	  	Payment of $50,000 (the “Second Amendment Fee”).