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EXHIBIT 10.20
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED
REVOLVING CREDIT LOAN AND SECURITY AGREEMENT
This Second Amendment to First Amended and Restated Revolving Credit
Loan and Security Agreement ("Second Amendment") is entered into as of the 2nd
day of January, 2001, by and among KeyBank National Association ("Bank") and
Brookwood Companies Incorporated ("Brookwood"), Xxxxxx Industries, Inc.
("Xxxxxx"), Brookwood Laminating, Inc. ("Laminating"), Ashford Bromley, Inc.
("Ashford"), XtraMile, Inc. ("Xtra"), and Land and Ocean III, Inc. ("Land" and,
together with Brookwood, Xxxxxx, Laminating, Ashford and Xtra, being sometimes
hereinafter collectively referred to as "Borrower").
RECITALS:
WHEREAS, Borrower and Bank entered into a certain First Amended and
Restated Revolving Credit Loan and Security Agreement dated as of June 6, 2000
(the "Existing Agreement"); and
WHEREAS, the Existing Agreement was amended and modified by that
certain First Amendment and Restated Revolving Credit Loan and Security
Agreement dated October 23, 2000 ("First Amendment"); and
WHEREAS, Borrower has requested Bank to make certain changes to the
Existing Agreement, as amended and modified by the First Amendment, all as more
particularly set forth in this Second Amendment;
PRELIMINARY STATEMENT:
A. Unless otherwise defined herein. capitalized terms as used herein
shall have the meanings ascribed to them in the Existing Agreement.
B. Unless otherwise indicated, all section and subsection numbers
correspond with those in the Existing Agreement.
C. In the event of a conflict between the terms and conditions of the
Existing Agreement, as amended and modified by the First Amendment, and the
terms and conditions of this Second Amendment, the terms and conditions of this
Second Amendment shall prevail and the Existing Agreement shall be interpreted
and construed so as to give maximum effect to the intent and terms and
conditions of this Second Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Borrower and Bank, the parties
hereto agree that the Existing Agreement is hereby amended as follows:
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1. This Second Amendment is being entered into in connection with a
certain letter between Bank and Borrower dated January 2, 2001, a copy of which
is attached hereto as Exhibit A (the "Waiver Letter").
2. The pricing grid under Section 2.6.1 of the Existing Agreement
relating to the Working Capital Revolving Credit Loans is revised as follows:
TOTAL FUNDED DEBT
TIER TO EBITDA PRIME RATE + LIBOR +
---- ----------------- ------------ -------
1 >=3.25 0.25% 3.00%
2 >=3.00x <3.25 0.25% 2.50%
3 >=2.50x <3.00x 0.25% 2.25%
4 2.00x <2.50x 0.25% 2.00%
5 <2.00x 0.25% 1.75%
The pricing grid under Section 2.6.2 of the Existing Agreement
relating to the Acquisition Revolving Credit Loans only is revised as follows
(the pricing grid under Section 2.6.2 relating to the Equipment Revolving Credit
Loans will remain unchanged):
TOTAL FUNDED DEBT
TIER TO EBITDA PRIME RATE + LIBOR +
---- ----------------- ------------ -------
1 >=3.25 0.25% 3.25%
2 >=3.00x <3.25 0.25% 2.75%
3 >=2.50x <3.00x 0.25% 2.50%
4 >=2.00x <2.50x 0.25% 2.25%
5 <2.00x 0.25% 2.00%
4. Notwithstanding the pricing grids noted in Paragraphs 2 and 3,
above, Borrower understands that the initial interest rate pricing for the
Acquisition Revolving Credit Loans outlined in Section 2.6.3 of the Existing
Agreement, as modified and amended by the First Amendment, remains in full force
and effect.
5. Section 2.3.3(a)(3)(iv) of the Existing Agreement, requiring an
additional contribution from Hallwood to Brookwood of $500,000 in cash no later
than one year from the date of Brookwood's acquisition of Uzzi's assets, is
waived and replaced with the following:
(iv) additional contribution from Hallwood to Brookwood of
$500,000 in cash prior to the opening of any new Uzzi
retail store financed by Brookwood.
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6. Section 8.4 of the Existing Agreement is hereby amended to restrict
distributions and tax payments to Hallwood until Bank's receipt and satisfactory
review of covenant compliance certificates for the fiscal year ending 12/31/00
and the quarter ending 3/31/01; provided however, that such covenant compliance
certificates show full compliance with all Financial Covenants contained in
Section 9. Prior to any future distribution or tax payment to Hallwood,
Brookwood shall submit a pro forma covenant compliance certificate reflecting
full compliance with all Financial Covenants. Said pro forma covenant compliance
certificate shall be submitted as of the end of the then current quarter during
which any planned distribution or tax payments are to be made.
7. Section 9.3 is hereby amended as follows:
9.3 EBITDA to Total Fixed Charges Ratio. Borrower shall
maintain a minimum EBITDA (trailing four quarters) to Total
Fixed Charges Ratio of 1.15:1.0 for the quarters ending
12/31/00 and 3/31/01, and 1.25:1.0 as of 6/30/01 and
thereafter.
8. Except as expressly amended by this Second Amendment, the terms and
conditions of the Existing Agreement, as amended and modified by the First
Amendment, shall remain in full force and effect and Borrower acknowledges and
confirms that its representations and warranties contained in the Existing
Agreement are true, correct and complete in all material respects as of the date
hereof and there exists no Default or Event of Default under the Existing
Agreement, as amended and modified by the First Amendment, as of the date hereof
except as set forth in the Waiver Letter.
IN WITNESS WHEREOF, the undersigned have duly executed this Second
Amendment as a sealed instrument as of the date first set forth above.
ATTEST: BORROWER:
BROOKWOOD COMPANIES INCORPORATED
/s/ XXX XXXXX WALL By: /s/ XXXXX X. XXXXXXX
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Witness Name: Xxxxx X. Xxxxxxx
Title: Vice President Finance
Chief Financial Officer
XXXXXX INDUSTRIES, INC.
/s/ XXX XXXXX WALL By: /s/ XXXXX X. XXXXXXX
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Witness Name: Xxxxx X. Xxxxxxx
Title: Treasurer and Secretary
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BROOKWOOD LAMINATING, INC.
/s/ XXX XXXXX WALL By: /s/ XXXXX X. XXXXXXX
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Witness Name: Xxxxx X. Xxxxxxx
Title: Treasurer
ASHFORD BROMLEY, INC.
/s/ XXX XXXXX WALL By: /s/ XXXXX X. XXXXXXX
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Witness Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
XTRAMILE, INC.
/s/ XXX XXXXX WALL By: /s/ XXXXX X. XXXXXXX
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Witness Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
LAND AND OCEAN III, INC.
/s/ XXX XXXXX WALL By: /s/ XXXXX X. XXXXXXX
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Witness Name: Xxxxx X. Xxxxxxx
Title: Treasurer
ACCEPTED BY BANK:
KEYBANK NATIONAL ASSOCIATION
/s/ XXXXXXXX X'XXXX By: /s/ XXXXX X. XXXXXXXX
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Witness Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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