Exhibit 10.10
FIRST AMENDMENT AGREEMENT
Dated as of February 1, 2005
among
LYDALL, INC.
LYDALL DEUTSCHLAND HOLDING GMBH
The LENDERS Party Hereto
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
and
THE BANK OF NEW YORK,
as Documentation Agent
FIRST AMENDMENT AGREEMENT, dated as of February 1, 2005, among LYDALL, INC., a Delaware corporation (the
“Borrower”), LYDALL DEUTSCHLAND HOLDING GMBH, a German corporation (the “Subsidiary Borrower”), the LENDERS
party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent, and THE
BANK OF NEW YORK, as Documentation Agent.
WHEREAS, the Borrower, the Subsidiary Borrower, the Lenders, the Administrative Agent and Fleet National Bank, as
Documentation Agent, have entered into that certain Credit Agreement dated as of July 14, 1999 (as amended and restated as of
May 13, 2002, as amended and restated as of August 29, 2003, as amended as of July 27, 2004 and as in effect prior to the
effectiveness of this Agreement, the “Existing Credit Agreement,” and, as amended by this Agreement, the “Amended Credit
Agreement”), pursuant to which the Lenders have agreed, subject to the terms and conditions therein set forth, to make or
participate in Loans to, and to issue or participate in Letters of Credit for the account of, the Borrower and the Subsidiary
Borrower;
WHEREAS, the Borrower, the Subsidiary Borrower, the Lenders, the Administrative Agent and the Documentation Agent
have agreed to enter into this Agreement to provide for, among other things, the extension of the Revolving Credit Termination
Date and the modification of certain covenants and definitions; and
WHEREAS, the Loan Documents (including, without limitation, this Agreement and the Amended Credit Agreement), as
amended and supplemented by this Agreement and as each may be amended or supplemented from time to time, are referred to
herein as the “Amended Loan Documents”;
NOW, THEREFOR