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EXHIBIT 10(k)(6)(b)
AMENDMENT TO ENVIRONMENTAL INDEMNIFICATION AGREEMENT
FROM
XXXXX EQUITY, INC.
TO
FIRST UNION NATIONAL BANK, AS AGENT
DATED AS OF DECEMBER 30, 1998
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AMENDMENT TO ENVIRONMENTAL INDEMNIFICATION AGREEMENT
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THIS AMENDMENT TO ENVIRONMENTAL INDEMNIFICATION AGREEMENT (this
"Amendment") is made and executed this 30th day of December, 1998, by
XXXXX EQUITY, INC., a Florida corporation ("Borrower"), whose address is 0000
Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: X.X. Xxxxxx,
President,
to and in favor of
FIRST UNION NATIONAL BANK, a national association, as Agent ("Agent"), for the
Lenders under and as defined in that certain Second Amended and Restated
Revolving Credit Loan Agreement dated of even date herewith, as amended from
time to time, between Borrower and Agent (the "Loan Agreement").
RECITALS
1. Borrower and Agent, Xxxxxx Guaranty Trust Company of New York,
a New York banking corporation, AmSouth Bank, a state banking corporation, and
Guaranty Federal Bank F.S.B., a federal savings bank (collectively, the
"Original Lenders") entered into that certain Amended and Restated Revolving
Credit Loan Agreement dated as of December 29, 1997 (the "Prior Loan Agreement")
pursuant to which the Original Lenders agreed to extend certain credit to
Borrower from time to time up to a maximum principal amount of $100,000,000 (the
"Loan").
2. As partial security for the Loan, Borrower provided the
Original Lenders with that certain Mortgage, Assignment of Leases and Rents and
Security Agreement dated as of December 29, 1997, and recorded in Official
Records Book 2979, page 338 of the public records of Greenville County, South
Carolina (the "Mortgage"), wherein Borrower granted to the Original Lenders a
security interest in certain real property located in Greenville County, South
Carolina and described therein (the "Property") as security for the Loan.
3. As a condition precedent to and as a material inducement for
the Original Lenders' agreement to provide the Loan to Borrower, the Original
Lenders required Borrower to execute and deliver that certain Environmental
Indemnification Agreement dated as of December 29, 1997 covering the Property
(the "Environmental Agreement"), which Environmental Agreement was assigned to
Agent pursuant to that certain Assignment of Mortgage and Related Loan Documents
of even date herewith.
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4. Borrower has applied to the Agent to increase the amount of
the Loan to $150,000,000 and to resyndicate the Loan to additional lenders in
order to finance such increase, and to modify certain other provisions of the
Mortgage. The Agent and the other Original Lenders have agreed to such
modifications, provided, among other things, that the Environmental Agreement is
modified in accordance with the terms and conditions hereinafter set forth.
ACCORDINGLY, in consideration of the mutual covenants, promises and
agreements hereinafter contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Recitals. The recitals hereinabove are true and correct and
are incorporated herein by reference.
2. Additional Lenders. All references to the term "Lender" or
"Lenders" as utilized in the Environmental Agreement shall hereinafter be deemed
to refer to First Union National Bank, as Agent for the Lenders under and as
defined in the Loan Agreement.
3. Additional Promissory Notes. All references to the term
"Notes" as utilized in the Environmental Agreement shall hereinafter be deemed
to refer collectively to those certain Substitution Revolving Promissory Notes
and Revolving Promissory Notes all of even date herewith from Borrower to each
of the Lenders, as applicable.
4. Amendment to Loan Agreement. All references to the term "Loan
Agreement" as utilized in the Environmental Agreement shall hereinafter be
deemed to refer to that certain Second Amended and Restated Revolving Credit
Loan Agreement dated of even date herewith between Borrower and First Union
National Bank, as Agent for the Lenders. All references to the term "Loan" as
utilized in the Environmental Agreement shall hereinafter be deemed to refer to
the Loan evidenced by the Second Amended and Restated Loan Agreement.
5. Amended and Restated Mortgage. All references to the term
"Mortgage" as utilized in the Environmental Agreement shall hereinafter be
deemed to refer to that certain Amended and Restated Mortgage, Assignment of
Leases and Security Agreement from Borrower to Agent of even date herewith, and
to be recorded in the public records of Greenville County, South Carolina.
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6. Ratification. Except as herein expressly amended, the
Environmental Agreement is hereby ratified and confirmed and shall otherwise
remain unchanged and in full force and effect.
7. Capitalized Terms. All initial capitalized defined terms not
defined herein shall have the meanings assigned to them in the Environmental
Agreement.
8. Counterparts. This Amendment may be executed in separate
counterpart signature pages, and all such counterparts taken together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed by their authorized officers as of the day and year first above
written.
Signed, sealed and delivered in the BORROWER:
presence of:
XXXXX EQUITY, INC., a Florida
corporation
/s/ Xxxxxx X. Xxxx
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Print Name: Xxxxxx X. Xxxx
By: /s/ G. Xxxxx Xxxxxxx
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Name: G. Xxxxx Xxxxxxx
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/s/ X X Xxxxxx Title: Treasurer
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Print Name: Xxxxx X. Xxxxxx
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[CORPORATE SEAL]
LENDER:
FIRST UNION NATIONAL BANK, a
national association, as Agent
/s/ Xxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx
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Print Name: Xxxx X. Xxxxxxxx, Xx. Name: J. Xxxxxx Xxxxxxxx
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Title: Vice President
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/s/ Xxxxx Xxxxxxxx [CORPORATE SEAL]
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Print Name: Xxxxx Xxxxxxxx
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