EXHIBIT 10.6
MORTGAGE SPREADER AGREEMENT
THIS MORTGAGE SPREADER AGREEMENT (this "Mortgage Spreader Agreement") is made as
of August 31, 2004 by and between ONEIDA SILVERSMITHS, INC. (the "Entity"), a
New York corporation, having an address at 000-000 Xxxxxxx Xxxxxx, Xxxxxx, Xxx
Xxxx 00000; ONEIDA COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the "Agency"; the
Entity and the Agency, together with their respective successors and assigns,
being collectively called the "Mortgagor"), having an address at 000 Xxxxxx
Xxxx, Xxxx, Xxx Xxxx 00000; and JPMORGAN CHASE BANK (together with its
successors and assigns, the "Mortgagee"), as collateral agent for the lenders
from time to time party to the Credit Agreement (as defined in the Amended and
Restated Mortgage, as hereinafter defined). All capitalized terms used herein
shall have the respective meanings ascribed to such terms in the Credit
Agreement, unless otherwise indicated herein.
A. The Mortgagee is the owner and holder of a certain Amended and Restated
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
securing the original principal amount of $20,943,726.74 given by the
Mortgagors, dated as of August 31, 2004 and recorded contemporaneously herewith
in the Oneida County Clerk's Office (the "Amended and Restated Mortgage").
B. The Amended and Restated Mortgage is a lien on, among other things, the
real property located in Oneida County, New York and described on Schedule A
attached to this Agreement which is owned in fee by the Agency and leased to the
Borrower (the "Original Mortgaged Property").
C. Pursuant to the quitclaim deeds more particularly described on Schedule
C attached hereto, Oneida Ltd. ("Oneida") conveyed, and the Entity acquired, the
fee title in and to, among other things, the additional real property located in
Oneida County and Madison County, New York more particularly described on
Schedule B attached hereto (the "Additional Property");
D. The Mortgagors and the Mortgagee desire to spread the lien of the
Amended and Restated Mortgage to include the Additional Property.
NOW, THEREFORE, for ONE DOLLAR ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Mortgagor and Mortgagee hereby agree as follows:
1. The lien of the Amended and Restated Mortgage is spread to cover the
Additional Property, so that the security for the Amended and Restated Mortgage
shall consist of the Original Mortgaged Property and the Additional Property.
2. As used in the Amended and Restated Mortgage, (i) the term "Premises"
shall include the Original Mortgaged Property and the Additional Property; (ii)
the term "Improvements" shall include all of the buildings, structures,
fixtures, additions, enlargements, extensions, modifications, repairs,
replacements, and improvements now or thereafter located on the Original
Mortgaged Property and the Additional Property; and (iii) the term "Mortgaged
Property" shall now include the Premises (as defined in this Section 2), the
Improvements (as defined in this Section 2), and all right, title interest, and
estate of Mortgagors now owned, or hereafter acquired, in and to the property,
rights, interests, and estates defined in the Granting Clauses contained in the
Amended and Restated Mortgage as such rights relate to the Premises and
Improvements defined herein.
3. All of the provisions, conditions and covenants set forth in the Amended
and Restated Mortgage, including without limitations Article IV, Section 10 of
the Amended and Restated Mortgage, shall remain in full force and effect without
any changes whatsoever except for the inclusion of the Additional Property as
part of the security for the indebtedness secured by the Amended and Restated
Mortgage and the changes identified in Section 2 of this Mortgage Spreader
Agreement.
4. The Mortgagor and the Mortgagee certify that this Mortgage Spreader
Agreement refers to the same indebtedness secured by the Amended and Restated
Mortgage and no further obligation or additional obligation is secured by this
Mortgage Spreader Agreement.
5. This Mortgage Spreader Agreement shall be binding and inure to the
benefit of the Mortgagor and the Mortgagee and their respective successors and
assigns.
6. This Mortgage Spreader Agreement may be executed in one or more
counterparts, any one or all of which shall constitute but one agreement.
THE MORTGAGOR HEREBY DECLARES THAT THE MORTGAGOR HAS READ THIS MORTGAGE SPREADER
AGREEMENT, HAS SIGNED THIS MORTGAGE SPREADER AGREEMENT AS OF THE DATE AT THE TOP
OF THE FIRST PAGE AND THE MORTGAGOR ACKNOWLEDGES THAT IT HAS RECEIVED A TRUE AND
COMPLETE COPY OF THIS MORTGAGE SPREADER AGREEMENT.
IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have duly caused this
Mortgage Spreader Agreement to be duly executed and delivered as of the day and
year first above written.
Oneida Silversmiths, Inc.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
Oneida County Industrial Development
Agency
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Chairman
JPMorgan Chase Bank,
as Collateral Agent
By: /s/ XXXXX XXXXX
------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
STATE OF NEW YORK
COUNTY OF MADISON ss.:
On August 18th, 2004 before me, the undersigned, personally appeared Xxxxx
X. Xxxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ XXXX X. XXXXXX
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Notary Public
[SEAL]
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On August 17, 2004 before me, the undersigned, personally appeared Xxxxxx
X. Xxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ XXXXXXX X. XXXXX
------------------------------------
Notary Public
[SEAL]
STATE OF NEW YORK
COUNTY OF XXXXXX xx.:
On August 31, 2004 before me, the undersigned, personally appeared Xxxxx
Xxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ XXXXXX X. XXXXXXX
------------------------------------
Notary Public
[SEAL]
Schedule A
Original Mortgaged Property
This Schedule A to the foregoing Mortgage Spreader Agreement is not filed with
such document. This Schedule A will be furnished supplementally to the
Securities & Exchange Commission upon request.
Schedule B
Additional Property
This Schedule B to the foregoing Mortgage Spreader Agreement is not filed with
such document. This Schedule B will be furnished supplementally to the
Securities & Exchange
Schedule C
The Quitclaim Deeds
1. Quitclaim Deed, dated July 25, 2003, from Oneida to the Entity, and
recorded on August 27, 2003 as 2003-021683 with the Clerk of Oneida County.
2. Quitclaim Deed, dated July 25, 2003, from Oneida to the Entity, and
recorded on August 27, 2003 as 2003-021684 with the Clerk of Oneida County.
3. Quitclaim Deed, dated July 25, 2003, from Oneida to the Entity, and
recorded on August 27, 2003 as 2003-026185 with the Clerk of Oneida County.
4. Quitclaim Deed, dated July 25, 2003, from Oneida to the Entity, and
recorded on August 26, 2003 in liber 1268 page 7 with the Clerk of Madison
County.
