EX-10.20 2 d309251dex1020.htm LOAN AGREEMENT
Exhibit 10.20
This Loan Agreement (the “Agreement”) is made as of March 30, 2012 by and among BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”), and:
BROOKWOOD COMPANIES INCORPORATED, a Delaware corporation (“Brookwood”), XXXXXX INDUSTRIES, INC., a Delaware corporation (“Xxxxxx”), BROOKWOOD LAMINATING, INC., a Delaware corporation (“Laminating”), ASHFORD BROMLEY, INC., a Delaware corporation (“Ashford”), and STRATEGIC TECHNICAL ALLIANCE, LLC, a Delaware limited liability company (“STA,” together with Brookwood, Xxxxxx, Laminating, and Ashford, each individually, a “Borrower” and collectively, the “Borrowers”)
The Borrowers have applied to Bank for and the Bank has agreed to make, subject to the terms of this Agreement, the following loan(s) (hereinafter referred to, singularly or collectively, if more than one, as “Loan”):
Line of Credit (“Line of Credit”) in the maximum principal amount not to exceed $25,000,000 at any one time outstanding for the purpose of refinancing existing indebtedness, providing for working capital and financing on-going capital expenditures, which shall be evidenced by the Borrowers’ Promissory Note dated on or after the date hereof which shall mature March 30, 2014 (the “Maturity Date”), when the entire unpaid principal balance then outstanding plus accrued interest thereon shall be paid in full. Prior to maturity or the occurrence of any Event of Default hereunder and subject to any Availability limitations and other conditions set forth herein, as applicable, the Borrowers may borrow, repay, and reborrow under the Line of Credit through maturity and the Bank shall be obligated to fund any Loan requested hereunder by the Borrowers promptly upon receipt of a written request therefor. The Line of Credit shall bear interest at the rate set forth in any such Note evidencing all or any portion of the Line of Credit, the terms of which are incorporated herein by reference.
Subject to the terms and conditions of this Agreement, the completion of a Letter of Credit application, and execution of a Letter of Credit agreement with Bank, Bank shall issue or cause the issuance of Letters of Credit for the account of Borrowers. The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time $1,000,000. All disbursements or payments related to Letters of Credit shall bear interest at the applicable rate set forth in the Pricing Grid. Letters of Credit that have not been drawn upon shall not bear interest. Any advance or draw on a Letter of Credit shall be deemed to be a Loan.
Each Letter of Credit shall, among other things, have an expiry date not later than the Maturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Bank, and each trade Letter of Credit shall be subject to the UCP.
In connection with all Letters of Credit issued or caused to be issued by Bank under this Agreement, Borrowers hereby appoint Bank, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred, (i) to sign and/or endorse each Borrower’s name upon any warehouse or other receipts, letter of credit applications and acceptances, (ii) to sign each Borrower’s name on bills of lading; (iii) to clear inventory through the United States of America Customs Department (“Customs”) in the name of any Borrower or Bank or Bank’s designee, and to sign and deliver to Customs officials powers of attorney in the name of any Borrower for such purpose; and (iv) to complete in any Borrower’s name or Bank’s, or in the name of Bank’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Bank nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Bank’s or its attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.
Additional terms, conditions, and covenants of this Agreement are described in Schedule EE, or other schedule attached hereto, the terms of which are incorporated herein by reference. The promissory note evidencing the Line of Credit is referred to herein as the “Note” and shall include all extensions, renewals, modifications, and substitutions thereof. The Line of Credit shall be secured by the collateral described in the security documents described below.
Section 1A Conditions Precedent
The Bank shall not be obligated to make the initial disbursement of Loan proceeds until all of the following conditions have been satisfied by proper evidence, execution, and/or delivery to the Bank of the following items in addition to this Agreement, all in form and substance satisfactory to the Bank and the Bank’s counsel in their sole discretion:
USA Patriot Act Verification Information: Information or documentation, including but not limited to the legal name, address, tax identification number, driver’s license, and date of birth of each Borrower sufficient for the Bank to verify the identity of such Borrower in accordance with the USA Patriot Act. Borrowers shall notify Bank promptly of any change in such information.
Note(s): The Note(s) evidencing the Loans(s) duly executed by the Borrowers.
Negative Pledges: The Negative Pledges in which the Borrowers or other owner thereof shall grant to a Trustee for the benefit of Bank a negative pledge on the specified real property and improvements thereon (“Subject Property”).
Security Agreement(s): Security Agreement(s) in which Borrowers and any other owner (a “Debtor”) of personal property collateral shall grant to Bank a first priority security interest in the personal property specified therein. (If Bank has or will have a security interest in any collateral which is inferior to the security interest of another creditor, the Borrowers must fully disclose to Bank any and all prior security interests, and Bank must specifically approve any such security interest which will continue during the Loan.)
Control Agreement: A Control Agreement pertaining to Deposit Accounts, Letter-of-Credit Rights and/or Electronic Chattel Paper, as required in connection with the Security Agreement(s); provided, however that no Control Agreement shall be required with respect to the Deposit Accounts set forth on Schedule 1.
Financing Statements: Copies of Financing Statements duly filed in each Borrower’s, each owner of such Borrower’s, and any Guarantor’s jurisdiction of incorporation, organization or residence, and in all jurisdictions necessary, or in the opinion of the Bank desirable, to perfect the security interests granted in the Security Agreement, each Pledge Agreement, and the Guaranty Agreement, and certified copies of Information Requests identifying all previous financing statements on record for the Borrowers or other owner, as appropriate from all jurisdictions indicating that no security interest has previously been granted in any of the collateral described in the Security Agreement, unless prior approval has been given by the Bank.
Resolutions: A Resolution duly adopted by the Board of Directors or equivalent governing body of each Borrower and Hallwood authorizing the execution, delivery, and performance of the Loan Documents to which such Person is a party on or in a form provided by or reasonably acceptable to Bank.
Certificate of Incumbency: A certificate of the secretary of each Borrower and Hallwood certifying the names and true signatures of the officers of such Person authorized to sign the Loan Documents to which such Person is a party.
Certificate of Existence: A certification of the Secretary of State (or other government authority) of the State of each Borrower’s and Hallwood’s Incorporation or Organization as to the existence or good standing of such Person and its charter documents on file.
Declaration of Limited Liability Company or Corporation: A declaration or resolution from each Borrower’s and Hallwood’s manager(s) or board of directors authorizing the execution, delivery, and performance of the Loan Documents to which such Person is a party on or in a form provided by or acceptable to Bank.
Articles of Incorporation and Limited Liability Company Certificate of Formation: A copy of the Articles of Incorporation or Certificate of Formation and all other organizational documents of each Borrower and Hallwood, all filed with and certified by the Secretary of State of such Person’s organization.
Stock Certificate(s)/Stock Power(s): Stock certificate(s) for all shares of certificated stock pledged by the Borrowers or other owner of a Borrower and properly executed stock powers.
Regulation U Statement: As applicable, a Federal Reserve Form U-1 Statement of Purpose for an Extension of Credit Secured By Margin Stock signed by the Borrowers certifying the purpose of the Loan.
Pledge Agreements: A Pledge and Security Agreement by each owner of the Borrowers pledging such Person’s equity interests in the Borrowers to Bank and a Pledge and Security Agreement by the Borrowers pledging each Borrower’s equity interests in each of its Subsidiaries to Bank in a form satisfactory to Bank.
Additional Documents: Receipt by the Bank of other approvals, opinions, or documents as the Bank may reasonably request.
Fees and Expenses: Receipt by the Bank of all fees and expenses due and payable to the Bank under the Loan Documents.
Section 1B Conditions to Additional Borrowings and Letters of Credit
Upon execution hereof and with each borrowing made and Letter of Credit requested hereunder, Borrowers shall be deemed to certify to Bank that (i) no Event of Default shall have occurred and be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time or both, would be an Event of Default; (ii) no Material Adverse Change shall have occurred s since the date of this Agreement; (iii) all Loan Documents shall have remained in full force and effect; and (iv) the representations and warranties contained in this Agreement shall be true and correct in all material respects as of such date (unless limited to a specific date therein).
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Section 2 Representations and Warranties
The Borrowers and Guarantor(s) represent and warrant to Bank that:
2.07. Regulations U and X. None of the Loan proceeds shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock in violation of the provisions of Regulation U and Regulation X of the Board of Governors of the Federal Reserve System.
2.12. Commercial Purpose. The Loan(s) are not “consumer transactions”, as defined in the Texas Uniform Commercial Code, and none of the collateral was or will be purchased or held primarily for personal, family or household purposes.
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Section 3 Affirmative Covenants
Each Borrower covenants and agrees that from the date hereof and until payment in full of all indebtedness and performance of all obligations owed under the Loan Documents, such Borrower shall:
3.01. Maintain Existence and Current Legal Form of Business. (a) Maintain its existence and good standing in the state of its incorporation or organization, (b) maintain its current legal form of business indicated above, and, (c), as applicable, qualify and remain qualified as a foreign corporation, general partnership, limited partnership, limited liability partnership, limited liability limited partnership or limited liability company in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect.
3.08. Reporting Requirements. Furnish to the Bank:
Financial Statements: As soon as available and not more than forty-five (45) days after the end of each fiscal quarter, balance sheets, statements of income, cash flow, and retained earnings for the period ended and a statement of changes in the financial position for Brookwood and its consolidated subsidiaries, all in reasonable detail, and all prepared in accordance with GAAP (except for footnotes and year end adjustments) consistently applied and certified as fairly presenting, in all material respects, the financial position of Brookwood and its consolidated subsidiaries, by an officer, general partner or manager (or member(s)) of each Borrower, as appropriate.
Annual Financial Statements: As soon as available and not more than one hundred twenty (120) days after the end of each fiscal year, balance sheets, statements of income, and retained earnings for the period ended and a statement of changes in the financial position for Brookwood and its consolidated subsidiaries, all in reasonable detail, and all prepared in accordance with GAAP consistently applied. The annual financial statements must be of the following quality or better: Audited.
Annual Projections: As soon as available and not more than one hundred twenty (120) days after the end of each fiscal year, Borrowers’ financial and business projections and budget for the next fiscal year ending December 31, including the business plan and quarterly projected balance sheets and income statements.
Tax Returns: As soon as available each year, complete copies (including all schedules) of all state and federal income tax returns filed by Borrowers.
Notice of Default: Promptly upon discovery or knowledge thereof, notice of the existence of any Event of Default.
USA Patriot Act Verification Information: Information or documentation, including but not limited to the legal name, address, tax identification number, driver’s license, and date of birth (if a Borrower is an individual) of each Borrower sufficient for the Bank to verify the identity of such Borrower in accordance with the USA Patriot Act. The Borrowers shall notify Bank promptly of any change in such information.
Other Information: Such other information as the Bank may from time to time reasonably request.
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Section 4 Guarantor(s) Covenants
Each Guarantor covenants and agrees that from the date hereof and until payment in full of all indebtedness and performance of all obligations owed under the Loan Documents, Guarantor shall:
4.04. Reporting Requirements. Furnish to the Bank:
Financial Statements: As soon as available and not more than forty-five (45) days after the end of each fiscal quarter, balance sheets, statements of income, cash flow, and retained earnings for the period ended and a statement of changes in the financial position for Borrowers, all in reasonable detail, and all prepared in accordance with GAAP (except for footnotes and year end adjustments) consistently applied and certified as true and correct by an officer, general partner or manager (or member(s)) of the Borrowers, as appropriate.
Annual Financial Statements: As soon as available and not more than one hundred twenty (120) days after the end of each fiscal year, balance sheets, statements of income, and retained earnings for the period ended and a statement of changes in the financial position for such Guarantor, all in reasonable detail, and all prepared on an income tax basis. The financial statements must be of the following quality or better: Compiled.
The Borrowers covenant and agree that from the date hereof until payment in full of all indebtedness and the performance of all obligations under the Loan Documents, the Borrowers shall as of the last day of each fiscal quarter maintain the following financial covenants and ratios all in accordance with GAAP unless otherwise specified:
Current Ratio. A ratio of total current assets to the sum of total current liabilities and, without duplication, the outstanding Line of Credit balance of not less than 1.40 to 1.00.
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representing claims on stockholders or affiliated entities. Total Liabilities is defined as the amount which, in accordance with GAAP, would be set forth opposite the caption “total liabilities” on a consolidated balance sheet of such Person and its subsidiaries for such period Funded Debt to EBITDA. A ratio of Funded Debt to EBITDA (for the trailing four-quarter period ending on the test date) of not greater than 2.75 to 1.00. Funded Debt is defined as Total Liabilities which are for borrowed money, capital leases and/or are interest bearing. EBITDA is defined as net profit before taxes, plus depreciation and amortization and interest.
The Borrowers covenant and agree that from the date hereof and until payment in full of all indebtedness and performance of all obligations under the Loan Documents, the Borrowers shall not, without the prior written consent of the Bank:
(a) | liens and security interests in favor of the Bank; |
(b) | liens for taxes not yet due and payable or otherwise being contested in good faith and for which appropriate reserves are maintained; |
(c) | other liens imposed by law not yet due and payable, or otherwise being contested in good faith and for which appropriate reserves are maintained; |
(d) | liens in respect of factoring arrangements from time to time disclosed to Bank and, if required by Bank, subject to intercreditor arrangements and agreements in form and substance acceptable to Bank; |
(e) | liens incurred in the ordinary course of business not securing indebtedness for borrowed money; |
(f) | pledges and deposits under workers’ compensation, unemployment insurance, or other social programs made in the ordinary course of business; |
(g) | purchase money security interests on any property hereafter acquired, provided that such lien shall attach only to the property acquired. |
(h) | liens existing on the date hereof and reflected in the most recent financial statements submitted to the Bank or otherwise set forth on Schedule 6.01. |
6.02. Debt. Create, incur, assume, or suffer to exist any debt, except:
(a) | debt to the Bank; |
(b) | debt outstanding on the date hereof and shown on the most recent financial statements submitted to the Bank or otherwise set forth on Schedule 6.02; |
(c) | accounts payable to trade creditors incurred in the ordinary course of business; |
(d) | debt secured by purchase money security interests as outlined above in Section 6.01(g); |
(e) | debt in respect of factoring arrangements from time to time disclosed to Bank; provided, that Borrowers shall not at any time be party to factoring agreements with more than three factoring service providers; and |
(f) | additional debt not to exceed $250,000 in the aggregate at any time |
(a) | Leases outstanding on the date hereof and showing on the most recent financial statement submitted to the Bank; |
(b) | Operating Leases for machinery and equipment which do not in the aggregate require payments in excess of $250,000 in any fiscal year of the Borrower; and |
(c) | Real estate leases incurred on the ordinary course of business. |
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Section 7 Hazardous Materials and Compliance with Environmental Laws
Each of the following shall be “Events of Default” under this Agreement:
8.01. The failure to make prompt payment of any installment of principal or interest on any of the Note(s) when due or payable.
8.02. Should any representation or warranty made by any Borrower, any Guarantor, or any Pledgor in the Loan Documents prove to be false or misleading in any material respect when made or deemed made.
8.03. Should any report, certificate, financial statement, or other document furnished prior to the execution of or pursuant to the terms of this Agreement prove to be false or misleading in any material respect.
8.04. Should the Borrowers or any Guarantor default on the performance of any other obligation of indebtedness in excess of $100,000 when due or in the performance of any obligation in excess of $100,000 incurred in connection with money borrowed.
8.05. Should any Borrower, any Guarantor, or any Pledgor breach any covenant, condition, or agreement made under any of the Loan Documents and not cure such breach within fifteen (15) days of the occurrence of such breach, provided, however that if such breach cannot reasonably be cured within such fifteen (15)-day period, then there shall be no Event of Default if Borrower commences to cure such breach during such fifteen (15)-day period and completes such cure within thirty (30) days after the occurrence of such breach.
8.06. Should a custodian be appointed for or take possession of any or all of the assets of the Borrowers or any Guarantor, or should the Borrowers or any Guarantor either voluntarily or involuntarily become subject to any insolvency proceeding, including becoming a debtor under the United States Bankruptcy Code, any proceeding to dissolve any one of the Borrowers or any Guarantor, any proceeding to have a receiver appointed, or should any Borrower or any Guarantor make an assignment for the benefit of creditors, or should there be an attachment, execution, or other judicial seizure of all or any portion of any Borrower’s or any Guarantor’s assets, including an action or proceeding to seize any funds on deposit with the Bank, and such seizure is not discharged within 60 days.
8.07. Except with respect to the matters set forth on Schedule 2.09, should final judgment for the payment of money in excess of $100,000 be rendered against any Borrower or any Guarantor which is not covered by insurance and shall remain undischarged for a period of 30 days unless such judgment or execution thereon be effectively stayed.
8.08. Upon the death of, or termination of existence of, or dissolution of, any Borrower, Pledgor or Guarantor.
8.09. Any change in any Borrower’s results of operations or condition (financial or otherwise) has a Material Adverse Effect.
8.10. Should any lien or security interest granted to Bank to secure payment of the Note(s) terminate, fail for any reason to have the priority agreed to by Bank on the date granted, or become unperfected or invalid for any reason.
Section 9 Remedies Upon Default
Upon the occurrence of any of the above listed Events of Default, the Bank may at any time thereafter, at its option, take any or all of the following actions, at the same or at different times:
9.01. Declare the balance(s) of the Note(s) to be immediately due and payable, both as to principal and interest, late fees, and all other amounts/expenditures without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrowers and each Guarantor, and such balance(s) shall accrue interest at the Default Rate as provided herein until paid in full;
9.02. Require the Borrowers or Guarantor(s) to pledge additional collateral to the Bank from the Borrowers’ or any Guarantor’s assets and properties, the acceptability and sufficiency of such collateral to be determined in the Bank’s sole discretion;
9.03. Take immediate possession of and foreclose upon any or all collateral which may be granted to the Bank as security for the indebtedness and obligations of the Borrowers or any Guarantor under the Loan Documents;
9.04. Exercise any and all other rights and remedies available to the Bank under the terms of the Loan Documents and applicable law, including the Texas Uniform Commercial Code;
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9.05. Any obligation of the Bank to advance funds to the Borrowers or any other Person under the terms of under the Note(s) and all other obligations, if any, of the Bank under the Loan Documents shall immediately cease and terminate unless and until Bank shall reinstate such obligation in writing.
Section 10 Miscellaneous Provisions
10.01. Definitions.
“Availability” shall mean $25,000,000 reduced by (i) the principal balance outstanding under the Line of Credit and (ii) the Letter of Credit Exposure Reserve, if any.
“Default Rate” shall mean a rate of interest equal to Bank’s Prime Rate plus four percent (4%) per annum (not to exceed the legal maximum rate) from and after the date of an Event of Default hereunder which shall apply, in the Bank’s sole discretion, to all sums owing, including principal and interest, on such date.
“Environmental Laws” shall mean all federal and state laws and regulations which affect or may affect any real property interests of the Borrower, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq.; Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. as amended by the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499, 100 Stat. 1613; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. § 1101 et seq.; Clean Water Act, 33 U.S.C. § 1251 et seq.; Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; and any applicable corresponding state laws or ordinances; and regulations, rules, guidelines, or standards promulgated pursuant to such laws, statutes and regulations, as such statutes, regulations, rules, guidelines, and standards are amended from time to time.
“GAAP” shall mean generally accepted accounting principles as established by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, as amended and supplemented from time to time.
“Guarantor” shall mean each direct or indirect Subsidiary of a Borrower and any other Person providing a guaranty with respect to the Obligations.
“Hallwood” shall mean The Hallwood Group Incorporated, a Delaware corporation.
“Letter of Credit” shall mean any letter of credit issued by Bank on behalf of any Borrower, as applicant; provided, however, inclusion of this definition shall not imply, or be construed as, a commitment by Bank to issue any Letters of Credit.
“Letter of Credit Exposure Reserve” shall mean, at any given date, the aggregate face amount of outstanding Letters of Credit on such date plus the aggregate amount of drafts drawn under or purporting to be drawn under Letters of Credit that have been paid by Bank and for which Bank has not been reimbursed.
“Loan Documents” shall mean this Agreement including any schedule attached hereto, the Note(s), the Negative Pledges, the Security Agreement(s), all UCC Financing Statements, the Guaranty Agreement(s), and all other documents, certificates, and instruments executed in connection therewith, and all renewals, extensions, modifications, substitutions, and replacements thereto and therefore.
“Material Adverse Effect” shall mean a material adverse effect on the business, operations, or financial condition of the Borrowers taken as a whole.
“Maximum Undrawn Amount” shall mean with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.
“Person” shall mean an individual, partnership, corporation, trust, unincorporated organization, limited liability company, limited liability partnership, association, joint venture, or a government agency or political subdivision thereof.
“Pricing Grid” shall mean the following grid setting forth by Tier, the applicable margin with respect to the LIBOR interest rate and unused line fees:
Tier | Funded Debt to EBITDA Ratio | Applicable Margin | Unused Fee | |||
I | <1.0 : 1.0 | 1.00% | 0.10% | |||
II | >1.0 : 1.0, but <1.5 : 1.0 | 1.25% | 0.15% | |||
III | >1.5 : 1.0, but <2.0 : 1.0 | 1.50% | 0.20% | |||
IV | >2.0 : 1.0, but <2.75 : 1.0 | 2.00% | 0.25% |
Notwithstanding the foregoing, at any time the Bank is not one of Borrowers’ primary factoring service providers, then the Borrowers shall pay to Bank a one time fee in the amount of $62,500 and the Pricing Grid shall be as follows:
Tier | Funded Debt to EBITDA Ratio | Applicable Margin | Unused Fee | |||
I | <1.0 : 1.0 | 1.40% | 0.10% | |||
II | >1.0 : 1.0, but <1.5 : 1.0 | 1.65% | 0.15% | |||
III | >1.5 : 1.0, but <2.0 : 1.0 | 1.90% | 0.20% | |||
IV | >2.0 : 1.0, but <2.75 : 1.0 | 2.40% | 0.25% |
“Prime Rate” shall mean the rate of interest per annum announced by the Bank from time to time and adopted as its Prime Rate, which is one of several rate indexes employed by the Bank when extending credit, and may not necessarily be the Bank’s lowest lending rate.
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10.02. Non-impairment. If any one or more provisions contained in the Loan Documents shall be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained therein shall not in any way be affected or impaired thereby and shall otherwise remain in full force and effect.
10.03. Applicable Law. The Loan Documents shall be construed in accordance with and governed by the laws of the State of Texas.
10.04. Waiver. Neither the failure nor any delay on the part of the Bank in exercising any right, power, or privilege granted in the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any other right, power, or privilege which may be provided by law.
10.05. Modification. No modification, amendment, or waiver of any provision of any of the Loan Documents shall be effective unless in writing and signed by the Borrowers and Bank.
10.06. Payment Amount Adjustment. In the event that any Loan(s) referenced herein has a variable (floating) interest rate and the interest rate increases, Bank, at its sole discretion, may at any time adjust the Borrowers’ payment amount(s) to prevent the amount of interest accrued in a given period to exceed the periodic payment amount.
10.14. Notices. Any notice permitted or required by the provisions of this Agreement shall be deemed to have been given when delivered in writing to the City Executive or any Vice President of the Bank at its offices in Dallas, Texas, or to the Chief Financial Officer of the Borrowers at its offices at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
10.15. Consent to Jurisdiction. The Borrowers hereby irrevocably agree that any legal action or proceeding arising out of or relating to this Agreement may be instituted in the District Court in Dallas County, Texas, or the United States District Court for the Northern District of Texas or in such other appropriate court and venue as Bank may choose in its sole discretion. Bank and the Borrowers each consent to the jurisdiction of such courts and waives any objection relating to the basis for personal or in rem jurisdiction or to venue which Bank or the Borrowers may now or hereafter have in any such legal action or proceedings.
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documents now or hereafter executed in connection with the Loans; or (iii) the violation of any covenants or agreements made for the benefit of the Bank and contained in any of the loan documents; provided, however, that the foregoing indemnification shall not be deemed to cover any loss which is finally determined by a court of competent jurisdiction to result solely from the Bank’s gross negligence or willful misconduct.
Primary Contact Person | Secondary Contact Person | |
Xxxxx X. Xxxxxxxx | Xxxx Xxxx | |
Name | Name | |
President and CEO | Chief Financial Officer | |
Title | Title | |
212.551.0100 | 000.000.0000 | |
Telephone Number | Telephone Number | |
XXxxxxxxx@XxxxxxxxxXxx.xxx | xxxx@XxxxxxxxxXxx.xxx | |
E-mail Address | E-mail Address |
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
BORROWERS: | ||
BROOKWOOD COMPANIES INCORPORATED | ||
By: | ||
Name: | ||
Title: | ||
XXXXXX INDUSTRIES, INC. | ||
By: | ||
Name: | ||
Title: | ||
BROOKWOOD LAMINATING, INC. | ||
By: | ||
Name: | ||
Title: | ||
ASHFORD BROMLEY, INC. | ||
By: | ||
Name: | ||
Title: | ||
STRATEGIC TECHNICAL ALLIANCE, LLC | ||
By: | ||
Name: | ||
Title: | ||
BANK: | ||
BRANCH BANKING AND TRUST COMPANY | ||
By: | ||
Name: | Xxxxxx Xxxxxx | |
Title: | Senior Vice President |
Schedules to BB&T Loan Agreement
SCHEDULE 2.09
LITIGATION
Nextec Applications, Inc. filed Nextec Applications, Inc. v. Brookwood Companies Incorporated in the United States District Court for the Southern District of New York.