Exhibit 10.20
KEYBANK NATIONAL ASSOCIATION
FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED
REVOLVING CREDIT LOAN AND SECURITY AGREEMENT
This First
Amendment to Second Amended and Restated Revolving Credit Loan and
Security Agreement (“Amendment”) is entered into as of
the 25 th day of March, 2005, by and among KEYBANK
NATIONAL ASSOCIATION (“Bank”) and BROOKWOOD
COMPANIES INCORPORATED (“Brookwood”), KENYON
INDUSTRIES, INC. (“Kenyon”), BROOKWOOD
LAMINATING, INC. (“Laminating”), ASHFORD
BROMLEY, INC. (“Ashford”), XTRAMILE, INC.
(“Xtra”), LAND AND OCEAN III, INC.
(“Land”), and STRATEGIC TECHNICAL ALLIANCE, LLC
(“STA”, and together with Brookwood, Kenyon,
Laminating, Ashford, Xtra and Land, hereinafter individually and
collectively referred to as “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 (“Loan Agreement”);
and
WHEREAS, Bank and
Borrower desire to 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.
Elimination of Borrowing Base . Bank has agreed that
advances under the Working Capital Revolving Credit Facility shall
no longer be limited by and subject to a Borrowing Base and,
therefore, Section 2.1.8 of the Loan Agreement is hereby
deleted in its entirety.
3.
Elimination of Semi-Annual Field Exams; Waiver of Default .
In connection with the elimination of the Borrowing Base,
semi-annual field exams shall no longer be required and, therefore,
Section 5.6 of the Loan Agreement is hereby deleted in its
entirety. Additionally, Bank waives any default concerning any
field exams not completed prior to the date of this
Amendment.
4.
Elimination of EBITDA to TFC Ratio . Bank has agreed to
eliminate the requirement of the EBITDA to TFC Ratio and,
therefore, Section 9.1 of the Loan Agreement is hereby deleted
in its entirety. Bank reserves the right to reinstate this ratio in
conjunction with any additional long-term debt financings,
excluding equipment financing under the Equipment Revolving Credit
Facility.
5. Total
Debt to Tangible Net Worth Ratio . Section 9.2 of the Loan
Agreement is hereby deleted in its entirety and replaced with the
following:
9.2
Total Debt to Tangible Net Worth Ratio . Borrower shall
maintain a ratio of Total Debt to Tangible Net Worth Ratio of not
more than 1.50:1.00, calculated at the end of each fiscal quarter
beginning with the period ended March 31, 2005.
6.
Minimum Net Income . Bank and Borrower agree that a new
Financial Covenant, Minimum Net Income from Operations, shall be
instituted and tested quarterly, on a fully-consolidated basis as
follows:
9.3
Minimum Net Income from Operations . Borrower shall maintain
a Minimum Net Income of not less than $1.00 beginning with the
period ended March 31, 2005 and quarterly
thereafter.
7.
Effective Date . This Amendment shall be becom
