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EXHIBIT 10.24
EXECUTION COPY
AMENDMENT NO. 1 TO
CREDIT AGREEMENT
AMENDMENT NO. 1 dated as of April 1, 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. Amendment to Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended by amending the definition of "Maximum
Amount" to read in its entirety as follows:
"'Maximum Amount': $14,000,000; except that (i)
between April 1, 1997 and June 30, 1997, such amount
will be $17,500,000 and (ii) between April 1st and
June 30th of any other year, such amount will be
$15,000,000."
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.
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 and 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
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remains unchanged and in full force and effect in all material respects.
6. Conditions to Effectiveness. This Amendment will
become effective as of April 1, 1997 upon receipt by the Bank of (a) an
original counterpart of this Amendment executed by each of the Borrowers and
(b) an original Endorsement No. 1 to Revolving Credit Note in the form of
Exhibit A hereto 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.
9. 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:
BROOKWOOD COMPANIES INCORPORATED
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: VP 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:
THE BANK OF NEW YORK
By:
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Name:
Title:
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Exhibit A
April 1, 1997
ENDORSEMENT NO. 1
BROOKWOOD COMPANIES INCORPORATED, a Delaware corporation,
XXXXXX INDUSTRIES, INC., a Delaware corporation, BROOKWOOD LAMINATING, INC., a
Delaware corporation, and THE BANK OF NEW YORK hereby agree that the Revolving
Credit Note to which this Endorsement is attached (the "Note") be and hereby is
amended as follows:
A. Delete the dollar amount $15,000,000 appearing in the
upper left hand corner of the Note and substitute therefor the dollar amount
$17,500,000.
B. Delete the dollar amount stated as "FIFTEEN MILLION
AND 00/100 DOLLARS" appearing in the first paragraph of the Note and substitute
therefor the following: "SEVENTEEN MILLION FIVE HUNDRED THOUSAND AND 00/100
DOLLARS."
This Endorsement will become effective as of April 1, 1997 and
will be automatically cancelled without further action of the parties hereto on
June 30, 1997.
THE BORROWERS:
BROOKWOOD COMPANIES INCORPORATED
By:
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Name:
Title:
XXXXXX INDUSTRIES, INC.
By:
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Name:
Title:
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BROOKWOOD LAMINATING, INC.
By:
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Name:
Title:
THE BANK:
THE BANK OF NEW YORK
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Vice President