Exhibit 10.6
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 18, 2014 is
made by and among LYDALL FILTRATION/SEPARATION, INC., a Connecticut corporation
(the "Guarantor") and BANK OF AMERICA, N.A., a national banking association
("Bank of America") on behalf of itself and as Administrative Agent (in such
capacity, the "Agent") for the ratable benefit of itself and the other lenders
that are a party to the Credit Agreement (defined below) (collectively with Bank
of America, the "Lenders").
WHEREAS, the Guarantor and Bank of America, N.A. (in such capacity, "BofA") are
parties to a Security Agreement (the "Original Lydall Filtration Security
Agreement") dated as of June 16, 2011 pursuant to which the Guarantor granted
BofA a security interest in certain assets of the Guarantor as security for the
obligations of Lydall, Inc. (the "Borrower") to BofA under that certain Credit
Agreement dated as of June 16, 2011 between the Borrower and BofA (the "Original
Credit Agreement") and the other Loan Documents, as defined in the Original
Credit Agreement (the "Original Loan Documents");
WHEREAS, pursuant to that certain Assignment dated as of the date hereof by and
among BofA, the Agent, the Borrower and the Guarantors, as defined in the
Original Credit Agreement, BofA has assigned the Original Credit Agreement and
the Original Loan Documents (including the Original Lydall Filtration Security
Agreement) to the Agent; and
WHEREAS, the Borrower, the Agent, the Guarantors and the Lenders have amended
and restated the Credit Agreement and the other Original Loan Documents and
desire to amend and restate the Original Lydall Filtration Security Agreement in
its entirety as provided herein.
NOW THEREFORE, in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend and restate the Original Lydall
Filtration Security Agreement in its entirety as follows:
WHEREAS, the Lenders, the Agent and Lydall, Inc., a Delaware corporation (the
"Borrower"), have entered into that certain Amended and Restated Credit
Agreement dated as of even date herewith (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Credit Agreement"),
pursuant to which the Lenders, subject to the terms and conditions contained
therein, are to make loans or otherwise to extend credit or provide financial
accommodations to the Borrower;
WHEREAS, Guarantor is a party to that certain Guaranty Agreement dated as of the
date hereof by and among Lydall International, Inc., a Delaware corporation,
Lydall Thermal/Acoustical, Inc., a Delaware corporation, the Guarantor and the
Agent (the "Guaranty Agreement"), pursuant to which Guarantor guarantees certain
Obligations as set forth in the Guaranty Agreement;
WHEREAS, it is a condition precedent to the Lenders making any loans or
otherwise extending credit or providing financial accommodations to the Borrower
under the Credit Agreement that the Guarantor execute and deliver to the Agent,
for the ratable benefit of the Lenders, a security agreement in substantially
the form hereof; and
WHEREAS, the Guarantor wishes to