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EXHIBIT 10.30
EXECUTION COPY
AMENDMENT NO. 4 TO
CREDIT AGREEMENT
AMENDMENT NO. 4 dated as of March 18, 1998 (this "Amendment") to Credit
Agreement dated as of January 7, 1997 (the "Credit Agreement") among BROOKWOOD
COMPANIES INCORPORATED, KENYON INDUSTRIES, INC. and BROOKWOOD LAMINATING, INC.,
as Borrowers, and THE BANK OF NEW YORK, as Bank, which Credit Agreement was
amended by (a) Amendment No. 1 to Credit Agreement, dated as of April 1, 1997,
(b) Amendment No. 2 dated as of May 23, 1997 and (c) Amendment No. 3 dated as of
June 25, 1997 (the "Prior Amendments").
WHEREAS, the parties hereto desire to further 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 (A) for the period
March 18, 1998 through April 28, 1998 - $15,000,000; (B) for the
period April 29, 1998 through August 31, 1998 - $17,500,000, and
(C) commencing September 1, 1998 - $15,000,000, and thereafter
$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 and by the Prior
Amendments, and references in any other Loan Documents to the Maximum Amount of
the Loans will be a reference to the Maximum Amount, as herein defined.
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
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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 remains unchanged and in full force and
effect in all material respects.
6. Conditions to Effectiveness. This Amendment will be deemed effective
as of March 18, 1998 upon receipt by the Bank of (a) an original counterpart of
this Amendment executed by each of the Borrowers, (b) an original Endorsement
No. 3 to Revolving Credit Note in the form of Exhibit A hereto executed by each
of the Borrowers, and (c) a modification fee relative to this Amendment in the
amount of $10,000.
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/ DUANE O. SCHMIDT
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Name: Duane O. Schmidt
Title: VP Finance
KENYON INDUSTRIES, INC.
By: /s/ DUANE O. SCHMIDT
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Name: Duane O. Schmidt
Title: Treasurer
BROOKWOOD LAMINATING, INC.
By: /s/ DUANE O. SCHMIDT
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Name: Duane O. Schmidt
Title: Treasurer
THE BANK:
THE BANK OF NEW YORK
By: /s/ JAMES J. DUCEY
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Name: James J. Ducey
Title: Vice President
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Exhibit A
As of March 18, 1998
ENDORSEMENT NO. 3
BROOKWOOD COMPANIES INCORPORATED, a Delaware corporation, KENYON
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 comer 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 March 18, 1998.
THE BORROWERS:
BROOKWOOD COMPANIES INCORPORATED
By: /s/ DUANE O. SCHMIDT
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Name: Duane O. Schmidt
Title: VP Finance
KENYON INDUSTRIES, INC.
By: /s/ DUANE O. SCHMIDT
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Name: Duane O. Schmidt
Title: Treasurer
BROOKWOOD LAMINATING, INC.
By: /s/ DUANE O. SCHMIDT
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Name: Duane O. Schmidt
Title: Treasurer
THE BANK:
THE BANK OF NEW YORK
By: /s/ JAMES J. DUCEY
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Name: James J. Ducey
Title: Vice President