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EXHIBIT 10.25
EXECUTION COPY
AMENDMENT NO. 2 TO
CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of May 23, 1997 (this "Amendment") to Credit
Agreement dated as of January 7, 1997 (the "Credit Agreement") among Brookwood
Companies Incorporated, Xxxxxx Industries, Inc., and Brookwood Laminating, Inc.,
as Borrowers, and The Bank of New York, as Bank.
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used but not defined herein will
have the respective meanings given to such terms in the Credit Agreement.
2. Amendments to Credit Agreement.
(a) Section 6.1(b) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Total Liabilities to Consolidated Tangible Net
Worth. Permit the ratio of Consolidated Total Liabilities to
Consolidated Tangible Net Worth at any time to be greater than
1.50:1.00."
(b) Section 6.1(c) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"Consolidated EBITDA to Consolidated Fixed Charges. Permit the
ratio of Consolidated EBITDA to Consolidated Fixed Charges for
(i) any period of four consecutive, fiscal quarters ending on
or prior to December 31, 1997 to be less than 0.80:1.00 and
(ii) any period of four consecutive quarters ending thereafter
to be less than 1.00:1.00"
3. References. From the date hereof, references in the Credit
Agreement to "this Agreement" or in any other Loan Document to the "Credit
Agreement" will be a reference to the Credit Agreement as amended hereby.
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4. Representations and Warranties. Each of the Borrowers hereby
represents and warrants that each of the representations and warranties made
under Section 3 of the Credit Agreement is true and correct with the same
force and effect as though made on as of the date of this Amendment, except to
the extent that such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties were true and
correct on and as of such earlier date. As of the date of this Amendment, no
Default or Event of Default has occurred and is continuing or would result from
the transactions contemplated hereby.
5. Credit Agreement Remains in Effect. Except as expressly modified
and amended hereby, the Credit Agreement remains unchanged and in full force
and effect in all material respects.
6. Conditions to Effectiveness. This Amendment will become
effective as of March 31, 1997 upon receipt by the Bank of an original
counterpart of this Amendment executed by each of the Borrowers.
7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES.
8. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
THE BORROWERS:
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BROOKWOOD COMPANIES INCORPORATED
By: /s/ XXXXX X. XXXXXXX
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Name: XXXXX X. XXXXXXX
Title: V. P. FINANCE
XXXXXX INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXXX
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Name: XXXXX X. XXXXXXX
Title: TREASURER
BROOKWOOD LAMINATING, INC,
By: /s/ XXXXX X. XXXXXXX
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Name: XXXXX X. XXXXXXX
Title: TREASURER
THE BANK:
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THE BANK OF NEW YORK
By: /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
Title: V. P.
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