THIRD AMENDMENT TO MORTGAGE , ASSIGNMENT OF LEASES,
RENTS AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING
THIS THIRD AMENDMENT ("Amendment"), dated as of October 12, 1998
between FAIRFIELD MANUFACTURING COMPANY, INC., a Delaware corporation, having
its principal place of business and chief executive xxxxxx xx X.X. 00 Xxxxx,
Xxxxxxxxx, Xxxxxxx 00000 ("Mortgagor"), as successor by merger to Fairfield
Manufacturing Company, Inc., an Indiana corporation ("Old Fairfield"), and
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, having an office
at 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ("GE Capital"),
as agent for itself and the other lenders ("Lenders") from time to time party to
the "Loan Agreement" (as defined herein) (GE Capital, in such capacity, is
herein referred to as "Mortgagee").
WITNESSETH:
WHEREAS, as security for its obligations to Lenders and Mortgagee
under that certain Loan Agreement, dated as of July 7, 1993 as amended or
modified from time to time, including, without limitation, pursuant to a First
Amendment to Loan Agreement, dated as of September 30, 1994, a Second Amendment
to Loan Agreement, dated March 30, 1995, but effective as of December 31, 1994
("Second Amendment"), a Third Amendment to Loan Agreement, dated as of March 31,
1995 ("Third Amendment"), a Fourth Amendment to Loan Agreement, dated as of
December 5, 1996 ("Fourth Amendment"), and a Fifth Amendment to Loan Agreement,
dated as of February 26, 1997, and a Sixth Amendment to Loan Agreement, dated as
of even date herewith ("Sixth Amendment") (as so amended or modified, the "Loan
Agreement"), among Mortgagor, as successor by merger to Old Fairfield, Lenders
and Mortgagee, Old Fairfield executed and delivered in favor of Mortgagee that
certain Mortgage, Assignment of Leases, Rents and Profits, Security Agreement
and Fixture Filing, dated as of July 7, 1993 and recorded at record 93-15132 in
the office of the Recorder of Tippecanoe County, Indiana (as previously amended
as described below, the "Mortgage"; capitalized terms used herein and not
defined herein have the meanings assigned to them in the Mortgage), pursuant to
which Old Fairfield mortgaged and collaterally assigned to Mortgagee and granted
a security interest to Mortgagee in the Secured Property; and
WHEREAS, pursuant to the Second Amendment and the Third Amendment,
subject to the terms and conditions set forth therein, (a) Lenders increased the
amount of the "Commitment" (as defined in the Loan Agreement) by Five Million
Dollars ($5,000,000) to Twenty Million Dollars ($20,000,000), (b) at Mortgagor's
election subsequent to the date thereof, Lenders agreed to increase further the
amount of the Commitment by Five Million Dollars ($5,000,000) to Twenty-Five
Million Dollars ($25,000,000) (the "Subsequent Commitment Increase") and
(c) Lenders extended the final maturity date of the "Term Loans" and the
"Revolving Loans" (as defined in the Loan Agreement) to December 31, 1999; and
WHEREAS, in connection with the Third Amendment, Mortgagor and
Mortgagee entered into a First Amendment to Mortgage, Assignment of Leases,
Rents and Profits, Security Agreement and Fixture Filing, dated as of March 31,
1995 and recorded at record 95-04554 in the office of the Recorder of Tippecanoe
County, Indiana, pursuant to which Mortgagor and Mortgagee amended the Mortgage
to give effect to the terms of the Third Amendment; and
WHEREAS, pursuant to the Fourth Amendment, subject to the terms and
conditions set forth therein, (a) Mortgagor, Lenders and Mortgagee agreed to
modify in certain respects the manner in which the Subsequent Commitment
Increase may be effected; (b) Lenders agreed to extend the final maturity date
of the Revolving Loans to July 1, 2001; (c) Lenders agreed to make additional
term loans to Borrower (the "New Term Loans") in the aggregate original
principal amount of Fifteen Million Dollars ($15,000,000); (d) Lenders and
Mortgagor agreed to consolidate the existing "Term Loans", as defined in the
Loan Agreement (herein, the "Original Term Loans"), the aggregate outstanding
principal balance of which was Eighteen Million Dollars ($18,000,000), into a
single term loan in the principal amount of Thirty-Three Million Dollars
($33,000,000) (the "Term Loan"), having a final maturity date of December 31,
2000; and (e) Mortgagor, Lenders and Mortgagee agreed to amend the Loan
Agreement in certain other respects; and
WHEREAS, in connection with the Fourth Amendment, Mortgagor and
Mortgagee entered into a Second Amendment to Mortgage, Assignment of Leases,
Rents and Profits, Security Agreement and Fixture Filing, dated as of December
5, 1996 and recorded at record 9626077 in the office of the Recorder of
Tippecanoe County, Indiana, pursuant to which Mortgagor and Mortgagee amended
the Mortgage to give effect to the terms of the Fourth Amendment; and
WHEREAS, on the date hereof, Mortgagor, Lender and Mortgagee have
entered into the Sixth Amendment, pursuant to which, subject to the terms and
conditions set forth therein, among other things, Mortgagor and Lenders have
agreed to (a) modify the provisions regarding the Subsequent Commitment Increase
in order to allow Mortgagor the option to increase the amount of the Commitment
twice in increments of $5,000,000 each (the "Subsequent Commitment Increases"),
such that the Commitment may be increased to an aggregate amount of $30,000,000,
(b) extend the Commitment Termination Date for the Commitment and the Maturity
Date of the Term Loan to July 1, 2005, (c) increase the amount of the Term Loans
to Thirty-Five Million Dollars ($35,000,000), pursuant to which Lenders will
loan to Mortgagor the excess of such increased amount of the Term Loans over the
outstanding principal balance of the Term Loans (presently $25,000,000) and
(d) establish for Mortgagor a non-revolving line of credit in the maximum amount
of Ten Million Dollars ($10,000,000), pursuant to which Mortgagor may obtain
loans for use by it in repurchasing or redeeming "Senior Subordinated Notes" (as
defined in the Loan Agreement) (herein, the "Debt Repurchase Line");
WHEREAS, in connection with the Sixth Amendment, Mortgagor desires to
join with Mortgagee in the execution of this amendment in order to (a) confirm
that the Term Loans, as increased thereby, are secured by the Mortgage and that
any Revolving Loans made under the Subsequent Commitment Increases (if effected)
and any "Debt Repurchase Loans" (as defined in the Sixth Amendment) made under
the Debt Repurchase Line will be secured by the Mortgage and (b) to amend the
Mortgage in certain respects related thereto;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Cover Page of Mortgage. The Mortgage is hereby amended
by deleting the last paragraph on the cover page thereto in its entirety and
substituting in lieu thereof the following paragraph:
THIS MORTGAGE SECURES CREDIT IN THE AMOUNT OF UP TO $75,000,000.
LOANS AND ADVANCES UP TO THIS AMOUNT, TOGETHER WITH INTEREST, ARE
SENIOR TO INDEBTEDNESS TO OTHER CREDITORS UNDER SUBSEQUENTLY RECORDED
OR FILED MORTGAGES AND LIENS.
2. Amendments to Description of Indebtedness. (a) The description of the
Indebtedness set forth in clause (a) of the Mortgage beginning on page 1 of the
Mortgage and ending on page 2 of the Mortgage is hereby amended by deleting
subclauses (i) and (ii) thereof in their entireties and substituting in lieu
thereof the following revised subclauses (i) and (ii):
(i) that certain Revolving Credit Note made by Mortgagor in
favor of GE Capital, as sole Lender under the Loan Agreement, dated
March 31, 1995, in the original principal amount of TWENTY MILLION
DOLLARS ($20,000,000), with final payment being due no later than July
1, 2005 (the "Revolving Credit Note"), which note has been issued by
Mortgagor in extension and renewal, to the extent of the sum of
Fifteen Million Dollars ($15,000,000), of that certain Revolving
Credit Note, dated as of July 7, 1993, in the original principal
amount of Fifteen Million Dollars ($15,000,000) issued by Old
Fairfield to GE Capital, as such note may be amended, modified,
supplemented or replaced in order to increase the amount thereof to a
maximum amount of Thirty Million Dollars ($30,000,000) in connection
with the "Subsequent Commitment Increases" (as that term is defined in
the Loan Agreement), (ii) that certain Term Note made by Mortgagor in
favor of GE Capital, as sole Lender under the Loan Agreement, dated
October 12, 1998, in the principal amount of THIRTY-FIVE MILLION
DOLLARS ($35,000,000) with final payment being due July 1, 2005, which
note has been issued by Mortgagor in extension and renewal, to the
extent of the sum of Twenty-Five Million Dollars ($25,000,000), of
that certain Term Note, dated as of December 5, 1996, in the original
principal amount of Thirty-Three Million Dollars ($33,000,000), issued
by Mortgagor to GE Capital (the "Term Note"; the Revolving Credit Note
and the Term Note, collectively, the "Notes").
(b) Such description of the Indebtedness is hereby further amended by
deleting clause (vi) thereof in its entirety and substituting in lieu thereof
the following revised clause (vi):
(vi) any and all other sums due or to become due under the Loan
Agreements, the Notes, this Mortgage or any other "Loan Document"
(hereinafter defined), including, without limitation, all obligations
of Mortgagor to Lenders in respect of "Debt Repurchase Loans" (as
defined in the Loan Agreement) made by Lenders to the Mortgagee under
the "Debt Repurchase Line" (as defined in the Loan Agreement) in the
maximum aggregate principal amount of Ten Million Dollars
($10,000,000), having a final maturity date of May 15, 2005.
3. Amendment to Maximum Amount of Advances. The mortgage is hereby
further amended by deleting the figure "$25,000,000" in the first sentence of
the final paragraph on page 6 of the Mortgage and substituting in lieu thereof
the figure "$30,000,000".
4. Effect of Amendment. As amended hereby, the Mortgage shall continue
in full force and effect, and Mortgagor hereby ratifies and reaffirms all
provisions thereof.
IN WITNESS WHEREOF, Mortgagor and Mortgagee have caused this Amendment
to be duly executed and acknowledged under seal as of the day and year first
above written.
MORTGAGOR:
FAIRFIELD MANUFACTURING
COMPANY, INC.
By:_______________________________
Xxxxxxx X. Xxxx
Vice President-Finance
Attest:_____________________________
Xxxx X. Xxxx
Secretary
[CORPORATE SEAL]
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By:_______________________________
Xxxxxx X. Xxxxx
Senior Vice President,
as duly authorized
[CORPORATE SEAL]
