Ninth Amendment Agreement



 Exhibit 10.22 
 NINTH AMENDMENT AGREEMENT 
 THIS NINTH AMENDMENT AGREEMENT (this
“Agreement”), is dated as of April 26, 2007 by and between Q.E.P. CO., INC., a Delaware corporation with its chief executive office and principal place of business at 1001 Broken Sound Parkway NW, Suite
A, Boca Raton, Florida 33487, Q.E.P. - O’TOOL, INC., a Nevada corporation with its chief executive office and principal place of business at 1070 Mary Crest Road, Henderson, NV 89014, MARION TOOL
CORPORATION, an Indiana corporation with its chief executive office and principal place of business at 1001 Broken Sound Parkway NW, Suite A, Boca Raton, Florida 33487, ROBERTS CONSOLIDATED INDUSTRIES, INC., a
Delaware corporation with its chief executive office and principal place of business at 1001 Broken Sound Parkway NW, Suite A, Boca Raton, Florida 33487, ROBERTS JAPAN KK, an entity organized in Japan with its chief
executive office and principal place of business at 1001 Broken Sound Parkway NW, Suite A, Boca Raton, Florida 33487, ROBERTS HOLDING INTERNATIONAL, INC., a Delaware corporation with its chief executive office and principal
place of business at 1001 Broken Sound Parkway NW, Suite A, Boca Raton, Florida 33487, ROBERTS COMPANY CANADA LIMITED, an entity organized in Ontario, Canada with its chief executive office and principal place of business
at 2070 Steeles Avenue, Bramalea, Ontario, Canada L6T1A7, ROBERTS HOLLAND B.V., an entity organized in The Netherlands with its chief executive office and principal place of business at 3360 AB Sliedrecht, P.O. Box 64, Parallelweg, The
Netherlands, ROBERTS U.K. LIMITED, an entity organized in England with its chief executive office and principal place of business at Nesfield House, Broughton Hall Business Park, Skipton, North Yorks BD23 3AN, United
Kingdom, ROBERTS GERMANY GmbH, an entity organized in Germany with its chief executive office and principal place of business at 3360 AB Sliedrecht, Parallel weg, The Netherlands, ROBERTS S.A.R.L., an entity
organized in France with its chief executive office and principal place of business at 25 rue de la Gare, 78370b Plaisir, France, Q.E.P. STONE HOLDINGS, INC., a Florida corporation with a place of business at 1001 Broken Sound Parkway
NW, Suite A, Boca Raton, Florida 33487, Q.E.P. AUST. PTY. LIMITED, an entity organized in Australia with a place of business atNo.2 Dunlopillo Drive, Dandenong, Victoria, Australia, Q.E.P. CHILE LIMITADA, an entity organized in
Chile with a place of business at San Gerardo 731, Comuna De Recoleta, Santiago, Chile, Q.E.P. HOLDING B.V., an entity organized in the Netherlands with its chief executive office and principal place of business at 3360 AB Sliedrecht,
Parallelweg, The Netherlands, Q.E.P. CO. NEW ZEALAND LIMITED, an entity organized in New Zealand with a place of business at Unit 1, 9 John Glenn Avenue, Albany, Auckland, New Zealand, Q.E.P. ZOCALIS HOLDING
L.L.C., a Delaware limited liability company with a place of business at 1001 Broken Sound Parkway NW, Suite A, Boca Raton, Florida 33487, Q.E.P. ZOCALIS S.R.L., an entity organized in Argentina with its chief executive
office and principal place of business at 1607 Villa Adelina, Buenos Aires, Argentina, BOIARDI PRODUCTS CORPORATION, an Ohio corporation, with its chief executive office and principal place of business at 453 Main Street, Little Falls,
New Jersey 07424, Q.E.P. CO. U.K. LIMITED, an entity organized in England with its chief executive office and principal place of business at Everest Road, Lytham St Annes, Lancashire FY8 3AZ, VITREX LIMITED, an entity organized
in England with its chief executive office and principal place of business at Everest Road, Lytham St Annes, Lancashire FY8 3AZ, ROBERTS CAPITOL, INC., a Florida corporation with a chief executive office and principal place of business
at 1001 Broken Sound Parkway NW, Suite A, Boca Raton, Florida 33487, 








 
ROBERTS MEXICANA, S.A. DE C.V., an entity organized in Mexico with its chief executive office and principal place of business at Poniente 152,
numero 935, Colonia Industrial Vallejo, C.P. 02300, Mexico, D,F., and P.R.C.I. SA, an entity organized in France with its chief executive office and principal place of business at 111 Rue du Masdeporaly, Zone Industrielle 34000,
Montpellier, France (all of the foregoing are hereinafter collectively referred to as, the “Borrower”), BANK OF AMERICA, N.A., suceessor-in-interest to FLEET CAPITAL CORPORATION (“BOA”) and HSBC BANK USA,
NATIONAL ASSOCIATION, successor-by-merger to HSBC BANK USA (“HSBC” and together with BOA, the “Lenders” and each individually a “Lender”), and BANK OF AMERICA, N.A., successor-in-interest to
FLEET CAPITAL CORPORATION, with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut, 06033, as agent for the Lenders, (hereinafter referred to as the “Agent”). 
 PREAMBLE 
 WHEREAS, pursuant to
that certain Second Amended and Restated Loan Agreement dated as of November 14,2002 by and among the Borrower, the Lenders and the Agent (as amended and in effect from time to time, the “Loan Agreement”), the Lenders made, or
agreed to make in the future, certain Loans to the Borrower; 
 WHEREAS, the Borrower has requested that the Agent and the Lenders
amend the Loan Agreement in order to, among other things, amend the definition of Borrowing Base and amend certain financial covenants; and 
 WHEREAS, the Agent and the Lenders are willing to amend the Loan Agreement subject to and in reliance upon the representations, warranties, acknowledgments, covenants and agreements of Borrower contained herein. 
 AGREEMENT 
 NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein and acknowledging that the Agent and the Lenders are relying upon the representations, warranties, acknowledgments, covenants and agreements of Borrower contained herein, Borrower,
the Agent and the Lenders agree as follows: 
 I. Acknowledgments and Affirmations. 
 A. Borrower, the Agent and the Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to
them in the Loan Agreement. 
 B. Borrower acknowledges and affirms that: 
 1. As of April 16, 2007, Borrower is legally and validly indebted to the Lenders under the Loan Agreement in the principal amount (including the face
amount of outstanding Letters of Credit) of $22,336,967.96 with respect to the Revolving Loan, $1,999,999,92 with respect to the Term Loans, $0 with respect to the BV Loans and $ 1,721,342,53 with respect to the Mortgage Loan, plus interest, fees
and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against the Agent or the Lenders. 
  

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 2. All indebtedness of Borrower to the Agent and the Lenders, whenever and however arising, is secured by
a duly perfected, first priority security interest in the Collateral (or, in the case of QEP UK, Vitrex, Roberts Mexicana, S.A. de C.V., and P.R.C.I. SA a second priority security interest in the Collateral which is and shall be junior only to the
liens described in subsection III (ii) of the Fourth Amendment and Waiver Agreement dated as of March 31,2005, by and between the Borrowers, the Lenders and the Agent). 
 C. Borrower represents and warrants that: 
 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lenders have not in any way been rescinded or modified and have been in full force and effect since their
adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein. 
 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken
all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 
 3. Except as amended by this
Agreement, all representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect
to each Borrower organized under the laws of any jurisdiction within the United States, Canada, the Netherlands, Australia or the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their
knowledge, 
 4. No Borrower is currently in default under the Loan Agreement, and, except as otherwise consented to in writing by the Agent
and the Lenders, no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. 
 D. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s
articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing,
and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower, 
 II. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows: 
 A. The definition of “Borrowing
Base” is Section 1.1 of the Loan Agreement is hereby deleted and replaced with the following: 
  

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 “Borrowing Base” means, at the relevant time of reference, the amount which is equal to
(i) 85% of Eligible Accounts Receivable, plus (ii) the lesser of (a) the sum of (1) 44% of Eligible Raw Material Inventory of Q.E.P. Co., Inc., Roberts Consolidated Industries, Inc., Roberts Holding International, Inc., Roberts
Company Canada Limited and Roberts Capitol, Inc., plus (2) 65% of Eligible Finished Goods Inventory of Q.E.P. Co,, Inc., Roberts Consolidated Industries, Inc., Roberts Holding International., Inc., Roberts Company Canada Limited and Roberts
Capitol, Inc., plus (3) 26% of Eligible Raw Materials Inventory of Boiardi Products Corporation and Q.E.P. Stone Holdings, Inc., plus (4) 51% of Eligible Finished Goods Inventory of Boiardi Products Corporation and Q.E.P. Stone Holdings,
Inc., plus (5) 55% of Eligible Finished Goods of Q.E.P, -O’Tool, Inc., or (b) $14,000,000, provided that the Required Lenders may, in their sole discretion, at any time and from time to time upon three (3) Business Days’
prior written notice (unless a Default or an Event of Default shall have occurred and be continuing, in which event no such notice shall be required), adjust the advance rates set forth within this definition of “Borrowing Base”).

 B. Section 7.4 of the Loan Agreement is hereby deleted and replaced with the following: 
 Section 7.4 Senior Debt to Trailing EBITDA Ratio. The Borrower shall maintain as of the end of each fiscal quarter of the Borrower, on a
rolling four quarter basis, a ratio of (i) Senior Debt to (ii) trailing twelve-month Earnings Before Interest, Taxes, Depreciation and Amortization of not more than as set forth in the following table: 
  

			
	 Fiscal Quarter Ending
	  	Ratio Not More Than
	 2/28/07
	  	5,25:1.0
	 5/31/07
	  	5.00:1.0
	 8/31/07
	  	4.75:1.0
	 11/30/07
	  	4.50:1.0
	 2/28/08 - Maturity
	  	4.00:1.0

 C. Section 7.7 of the Loan Agreement is hereby deleted and replaced with the following:

 Section 7.7 Fixed Charge Coverage Ratio. The Borrower shall maintain, on a rolling four quarter basis, a ratio of
(i) Earnings Before Interest, Taxes, Depreciation and Amortization minus unfinanced Capital Expenditures minus all taxes paid during such period minus all dividends paid during such period, to (ii) Current Maturities
of Long-Term Debt plus Interest Expense of not less than as set forth in the following table: 
  

			
	 Fiscal Quarter Ending
	  	Ratio Not More Than
	 2/28/07
	  	0.65:1.0
	 5/31/07
	  	0.85:1.0
	 8/31/07-11/30/07
	  	1.00:1.0
	 2/28/08 - Maturity
	  	1.15:1.0

  

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 D. Section 7.9 of the Loan Agreement is hereby deleted and replaced with the following: 

Section 7.9 Exclusions from Calculations. All calculations made pursuant to Article 7 shall exclude (a) any adjustments required by
GAAP as a result of the mandatory put provisions contained in the Warrant Agreement between the Borrower and The HillStreet Fund, L.P. provided that (i) any change in the liability associated with such put provisions, (ii) the net loss
from the sale of Borrower’s Holland subsidiary (approximately $555,000), (iii) the income statement, reclassification of the foreign exchange component of equity related to the sale of Borrower’s Holland subsidiary (approximately
$447,000) and (iv) the amount of goodwill impairment write-off charge for fiscal year 2007 (approximately $7,520,000) shall be added back to EBITDA for all covenant calculation and pricing grid purposes, and (b) any proceeds from gain or
EBITDA loss arising from the sale of any Subsidiary which sale has been consented to in writing by the Agent and the Lenders and has actually closed. 
 III. Conditions Precedent. 
 A. The effectiveness of this Agreement shall be subject to the prior
satisfaction of each of the following conditions: 
 1. the Agent and the Lenders shall have received each of the following, in form and
substance satisfactory to the Agent and its counsel: 
 (a) This Agreement, duly executed by Borrower; 
 (b) an amendment fee of $20,000.00; and 
 (c) All other documents, instruments and agreements that the Agent and the Lenders shall reasonably require in connection with this Agreement, including without limitation those documents, instruments, and agreements
required under previous amendments to the Loan Agreement which have not yet been delivered to the Agent and the Lenders. 
 V.
Miscellaneous. 
 A. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut (except
its conflicts of laws provisions). 
 B. Upon the execution of this Agreement, the Loan Agreement is amended to the extent this Agreement
amends the Loan Agreement. Except as specifically amended by the terms of this Agreement, all terms and conditions set forth in the Loan Agreement shall remain in full force and effect. 
 C. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which taken together shall
constitute one instrument. 
  

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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered
as of the date first above written. 
  

					
	 WITNESSES AS TO ALL
 BORROWERS
	  	BORROWER:
		
		  	Q.E.P. CO., INC.
			
	  
	  	By:	  	 /s/ Lewis Gould

		  	Name:	  	Lewis Gould
	  
	  	Title:	  	Authorized Signatory
		  		  	Duly Authorized
		
		  	Q.E.P.-O’TOOL, INC.
			
		  	By:	  	 /s/ Lewis Gould

		  	Name:	  	Lewis Gould
		  	Title:	  	Authorized Signatory
		  		  	Duly Authorized
		
		  	MARION TOOL CORPORATION
			
		  	By:	  	 /s/ Lewis Gould

		  	Name:	  	Lewis Gould
		  	Title:	  	Authorized Signatory
		  		  	Duly Authorized
		
		  	ROBERTS CONSOLIDATED INDUSTRIES, INC.
			
		  	By:	  	 /s/ Lewis Gould

		  	Name:	  	Lewis Gould
		  	Title:	  	Authorized Signatory
		  		  	Duly Authorized









			
	ROBERTS HOLDING INTERNATIONAL INC.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS COMPANY CANADA LIMITED
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS U. K. LIMITED
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS GERMANY GmbH
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS S.A.R.L.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized










			
	ROBERTS JAPAN KK
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS HOLLAND B.V.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	Q.E.P. HOLDING B.V.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	Q.E.P. STONE HOLDINGS, INC.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	Q.E.P. AUST. PTY. LIMITED
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized










			
	Q.E.P. CO. NEW ZEALAND, LIMITED
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	Q.E.P. CHILE LIMITADA
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	Q.E.P. ZOCALIS HOLDING, L.L.C.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	Q.E.P. ZOCALIS S.R.L.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	BOIARDI PRODUCTS CORPORATION
		
	 By:
	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized










			
	
	Q.E.P, CO. U.K. LIMITED
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	VITREX LIMITED
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS CAPITOL, INC.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	ROBERTS MEXICANA, S.A. DE C.V.
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized
	
	P.R.C.I. SA
		
	By:	 	 /s/ Lewis Gould

	Name:	 	Lewis Gould
	Title:	 	Authorized Signatory
		 	Duly Authorized










							
	WITNESSES AS TO AGENT:	 	 	 	AGENT:
			
	 	 	 	 	 BANK OF AMERICA, N.A., successor-in-interest to
 FLEET CAPITAL CORPORATION

				
	  
	 		 	By:	 	 /s/ Deirdre Z. Sikora

		 		 		 	Deirdre Z. Sikora
		 		 		 	Its Vice President
	  
	 		 		 	Duly Authorized
			
	WITNESSES AS TO BOA:	 		 	LENDERS:
			
		 		 	 BANK OF AMERICA, N.A., successor-in-interest to
 FLEET CAPITAL CORPORATION

				
	  
	 		 	By:	 	 /s/ Deirdre Z. Sikora

		 		 		 	Deirdre Z. Sikora
		 		 		 	Its Vice President
	  
	 		 		 	Duly Authorized
			
	WITNESSES AS TO HSBC:	 		 	 HSBC BANK USA,
 NATIONAL
ASSOCIATION
 successor-by-merger to HSBC Bank USA

				
	  
	 		 	By:	 	 /s/ Jose M. Cruz

		 		 		 	Jose M. Cruz
		 		 		 	Senior Vice President
	  
	 		 		 	Duly Authorized