exv10w22



 




EXHIBIT
10.22








SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AND SECURITY AGREEMENT




     This Second Amendment to Second Amended and Restated Revolving Credit Loan and Security
Agreement (“Amendment”) is entered into as of the 31st day of March, 2006, by and among
KEYBANK NATIONAL ASSOCIATION (“Bank”) and BROOKWOOD COMPANIES INCORPORATED, KENYON INDUSTRIES,
INC., BROOKWOOD LAMINATING, INC., ASHFORD BROMLEY, INC. and STRATEGIC TECHNICAL ALLIANCE, LLC
(collectively, “Borrower”).



RECITALS:




     WHEREAS, Bank and Borrower are parties to that certain Second Amended and Restated Revolving
Credit Loan and Security Agreement dated as of January 30, 2004, as amended by a First Amendment
thereto dated as of March 25, 2005 (“Loan Agreement”); and



     WHEREAS, Bank and Borrower desire to further amend the Loan Agreement in the manner
hereinafter set forth;



     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that the Loan Agreement is amended as follows:



     1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Loan Agreement.



     2. Equipment Revolving Credit Facility Maturity Date. The Equipment Revolving Credit
Facility Maturity Date shall be extended until January 30, 2010, and the definition of the same in
Section 1.1 shall be amended accordingly.



     3. Working Capital Revolving Credit Maturity Date. The Working Capital Revolving
Credit Maturity Date shall be extended until January 30, 2010, and the definition of the same in
Section 1.1 shall be amended accordingly.



 









 





     4. Interest Rate Pricing Formula. The Interest Rate Pricing Grid in Sections 2.6.1
and 2.6.2 shall be deleted in its entirety and replaced with the following:



	 	 	 	 	 	 	 
	 	 	 	 	Applicable	 	Applicable
	 	 	 	 	Margin for	 	Margin for
	Tier	 	TD/TNW	 	LIBOR Loans	 	Prime Loans
	I
	 	<=1.50

and >=1.00
	 	1.75%
	 	0%
	 	 	 	 	 	 	 
	II
	 	<1.00x and

>=0.50
	 	1.50%
	 	0%
	 	 	 	 	 	 	 
	III
	 	<0.50
	 	1.25%
	 	0%






     5. Dissolution of XtraMile, Inc. and Land and Ocean III, Inc. Borrower represents,
warrants and covenants to and wth Bank that XtraMile, Inc. and Land and Ocean III, Inc. have been
administratively dissolved and no longer have any legal existence. The Loan Agreement is amended
accordingly to delete all references to these entities as the context permits.



     6. Effective Date. This Amendment shall be become effective as of the date hereof.



     7. Representations and Warranties; No Default. Borrower hereby ratifies and confirms
to the Bank that all representations and warranties set forth in the Loan Agreement are true,
complete and correct in all material respects as of the date hereof as if set forth herein in full
(except as to representations and warranties made as of a certain date which shall be true,
complete and correct only as of such date) and apply with equal force and effect to this Amendment.
Borrower hereby certifies that, after giving effect hereto, no Default or Event of Default exists
under the Loan Agreement.



     8. Miscellaneous.



          (a) Borrower agrees to pay on demand all of the Bank’s reasonable expenses in preparing,
executing and delivering this Amendment, and all related instruments and documents, including,
without limitation, the reasonable fees and out-of-pocket expenses of the Bank’s special counsel,
PretiFlaherty, LLP. Borrower agrees to indemnify and hold harmless the Bank (and its directors,
officers, employees and agents) against any damages, loss, liability, and reasonable costs or
expenses incurred with respect to any claim made against Bank by a third party arising out of the
financing contemplated hereby or the use or proposed use of the proceeds thereof (except to the
extent resulting from the gross negligence or willful misconduct of the Bank).




          (b) Borrower acknowledges and agrees that: (i) as of the date hereof, it has no claim or cause
of action against the Bank (or its directors, officers, employees, agents, representatives,
affiliates or attorneys); (ii) as of the date hereof, it has no offset right, right of recoupment,
counterclaim or defense of any kind against any of the Obligations or any other obligation or
indebtedness of Borrower to the Bank; and (iii) Bank has heretofore properly performed and
satisfied in a timely manner all of its obligations to Borrower.




2









 








          (c) For and in consideration of the agreements contained in the Loan Agreement, as amended
hereby, and other good and valuable consideration, Borrower unconditionally and irrevocably
releases, waives and forever discharges the Bank, together with its successors, assigns,
subsidiaries, affiliates, directors, officers, employees, agents and attorneys (collectively, the
“Released Parties”), from: (i) any and all liabilities, obligations, duties, promises or
indebtedness of any kind of the Released Parties to Borrower as a result of any matter occurring on
or prior to the date hereof, provided that the Bank shall continue to be bound by its express
obligations under the Loan Agreement, as amended hereby, in accordance with the terms hereof and
thereof, and (ii) all claims, offsets, rights of recoupment, causes of action, suits or defenses of
any kind whatsoever (if any) occurring on or prior to the date hereof, which Borrower might
otherwise have against the Released Parties or any of them, in either case (i) or (ii) on account
of any condition, act, omission, event, contract, liability, obligations, indebtedness, claim,
cause of action, defense, circumstance, or matter of any kind occurring on or prior to the date
hereof.




          (d) Except as expressly amended by this Amendment, all of the remaining terms and conditions
of the Loan Agreement shall continue in full force and effect and are hereby ratified and confirmed
by Borrower, and Borrower ratifies and confirms its prior grant and conveyance and grants and
conveys, to the extent not previously granted and conveyed, to the Bank a security interest in the
Collateral to the extent defined and described in the Loan Documents.




          (e) In the event of a conflict between the terms and conditions of this Amendment and the
terms and conditions of the Loan Agreement, the terms and conditions of this Amendment shall
prevail, and the Loan Agreement shall be interpreted and construed so as to give maximum effect to
the purpose and intent of this Amendment.




          (f) This Amendment shall be governed by and construed and enforced in accordance with the laws
of the State of Maine.




     9. Fee. In consideration of Bank’s agreement to execute this Amendment and
forbearance in making demand for payment in full of the Obligations, Borrower agrees to pay a fee
of $25,000 which is due and payable upon the execution of this Amendment.



[Signature pages follow.]




3









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as a sealed
instrument by their duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	BANK:
KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	Paul G. Black, Jr. 	 
	 	 	Title:  	Senior Vice President 	 




4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as a sealed
instrument by their duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	BORROWER:
BROOKWOOD COMPANIES INCORPORATED

 	 
	 	By:  	
 	 
	 	 	Name:  	Ronald E. Kaplan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	KENYON INDUSTRIES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Joseph Trumpetto 	 
	 	 	Title:  	Treasurer 	 
	 
	 	BROOKWOOD LAMINATING, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Joseph Trumpetto 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ASHFORD BROMLEY, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Ronald E. Kaplan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	STRATEGIC TECHNICAL ALLIANCE, LLC
By:  Brookwood Companies Incorporated, Its Sole Member 	 
	 
	 	By:  	
 	 
	 	 	Name:  	Ronald E. Kaplan 	 
	 	 	Title:  	Chief Financial Officer 	 




5