EXHIBIT A TO AMENDED AND RESTATED
CREDIT AND GUARANTEE AGREEMENT
WHEN RECORDED, RETURN TO:
Xxxxxxx Xxxxxxx & Xxxxxxxx
a partnership which includes
professional corporations
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Xxxx Xxxxxxxxx, Esq.
[Utah]
AMENDMENT TO DEED OF TRUST
between
TWIN LABORATORIES, INC., Trustor
and
THE CHASE MANHATTAN BANK (FORMERLY KNOWN AS
CHEMICAL BANK), as Administrative Agent,
Beneficiary
DATED AS OF NOVEMBER 20, 1996
Amendment to Deed of Trust
This Amendment to Deed of Trust (this "Amendment") dated November
20, 1996 between TWIN LABORATORIES, INC., a Utah corporation, whose address is
0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 ("Trustor") and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), a New York banking
corporation, whose address is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Xxxxx Xxxx, as Administrative Agent ("Beneficiary"), for itself and for several
banks and financial institutions from time to time parties to that certain
Amended and Restated Credit and Guarantee Agreement dated the date hereof among
Twinlab Corporation, a Delaware corporation, Trustor, the said several banks and
other financial institutions from time to time parties thereto (collectively,
the Lenders; individually, a "Lender"), The Bank of New York, as Co-Agent, and
Beneficiary (as the same may be amended, restated, supplemented, modified or
replaced from time to time, the "New Credit Agreement").
Background
A. A Credit and Guarantee Agreement dated May 7, 1996 was entered into between
Trustor, TLG Laboratories Holding Corp., Beneficiary, The Bank of New York, as
Documentation Agent, and the banks and financial institutions parties thereto
(the "Existing Credit Agreement").
B. In connection with the Existing Credit Agreement, a Deed of Trust dated May
7, 1996 was executed by Trustor in favor of First American Title Company of Utah
for the benefit of the Beneficiary (the "Existing Deed of Trust"), which
Existing Deed of Trust was recorded in the Official Records of the Utah Recorder
in Book 3964, Page 407. The Existing Deed of Trust encumbers, among other
things, the real property described on Schedule A attached hereto.
C. The New Credit Agreement amends and restates the terms and provisions of the
Existing Credit Agreement.
D. The agreement of the Lenders to enter into the New Credit Agreement is
conditioned on the execution of this Amendment.
Agreement
The parties hereby agree as follows:
1. All references in the Existing Deed of Trust to the Existing Credit Agreement
shall be deemed to refer to the New Credit Agreement, as the same may be
amended, restated, supplemented, modified or replaced from time to time.
2
2. Except as set forth above, the Existing Mortgage shall remain
unmodified and in full force and effect.
TWIN LABORATORIES INC.
By:___________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:____________________
Name:
Title:
3
UTAH FORM OF ACKNOWLEDGMENT
COUNTY OF )
: ss.
STATE OF )
The foregoing instrument was acknowledged before me this
day of November, 1996, by , as the
of Twin Labs Inc.
NOTARY PUBLIC
Residing at:
(SEAL)
My Commission Expires:
4
UTAH FORM OF ACKNOWLEDGMENT
COUNTY OF )
: ss.
STATE OF )
The foregoing instrument was acknowledged before me this day of
November, 1996, by , as the of The Chase Manhattan Bank.
NOTARY PUBLIC
------------------------------
Residing at:
----------------------
(SEAL)
My Commission Expires:
