EXHIBIT 10.5.2
(SOUTH CAROLINA)
FIRST AMENDMENT TO MORTGAGE, ASSIGNMENT OF
RENTS & SECURITY AGREEMENT
THIS FIRST AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS & SECURITY AGREEMENT,
dated as of June 29, 2001, is made between DAY INTERNATIONAL, INC., a Delaware
corporation ("Mortgagor"), whose address is c/o Day International Group, Inc.,
000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000, and BANK ONE, NA, a national banking
association ("Bank One"), whose address is 00 Xxxxx Xxxx Xxxxxx, Xxxxxx, XX
00000, assignee of SOCIETE GENERALE, resigning Administrative Agent, and
successor Administrative Agent (in such capacity, "Mortgagee") for several banks
and other financial institutions (the "Lenders") from time to time parties to
the Amended and Restated Senior Secured Credit Agreement dated as of October 19,
1999, (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the "Credit Agreement") among XX Xxxxx Securities
Corporation, as Arranger, Mortgagee, the Lenders, and Day International Group,
Inc. (the "Borrower"). References to this Mortgage shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.
References to this "Amendment" shall mean this instrument. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned thereto
in the Credit Agreement.
RECITALS
A. Mortgagor has executed that certain Mortgage, Assignment of Rent and
Security Agreement to Mortgagee dated as of October 19, 1999, recorded in the
Greenville County Recorder's Office in Mortgage Book 3300, Page 273 on October
27, 1999 (the "Mortgage").
B. Mortgagor and Mortgagee have agreed to further modify the Mortgage as
provided herein in accordance with the terms of that Agency Assignment Agreement
dated June 29, 2001 entered into by and among Day International Group, Inc.,
Societe Generale as resigning Administrative Agent and Bank One, NA, in its
capacity as successor Administrative Agent.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein, the parties, intending to be legally bound, hereby agree as follows:
1. Amendment to Mortgage. The Mortgage is hereby amended to reflect the
resignation of Societe Generale as Administrative Agent and its replacement in
such capacity by Bank One, NA as successor Administrative Agent under the Credit
Agreement, as amended, and pursuant to the terms of the Agency Assignment
Agreement dated as of June 29, 2001 as follows:
a. The introductory paragraph to the Mortgage is hereby amended by
deleting "SOCIETE GENERALE, whose address is 1221 Avenue of the Americas, Xxx
Xxxx, Xxx Xxxx 00000" and substituting "BANK ONE, NA, whose address is [611
Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000]" in place thereof.
b. All references to in the Mortgage to Beneficiary are henceforth
deemed to be references to Bank One, NA, as Beneficiary.
2. Ratification. Except as set forth herein, the Mortgage remains
unmodified and in full force and effect.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Space intended]
This Amendment has been duly executed by the undersigned on the date first
above written.
DAY INTERNATIONAL, INC.
By:
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Name:
Title:
Attest:
By:
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Name:
Title:
ATTEST:
Signed, sealed and delivered in our presence:
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Print Name:
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Print Name:
BANK ONE, NA
By:
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Name:
Title:
Attest:
By:
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Name:
Title:
ATTEST:
Signed, sealed and delivered in our presence:
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Print Name:
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Print Name:
STATE OF OHIO )
: SS
COUNTY OF XXXXXXXXXX )
PERSONALLY APPEARED before me the undersigned witness who signed above and
who being first duly sworn deposes and says that s/he saw the within named DAY
INTERNATIONAL, INC., by _____________________, its ___________________, attested
by ____________________, its ____________________, sign and seal and as its act
and deed deliver the within-written Amendment for the uses and purposes therein
mentioned and that s/he with the other witness who signed above witnessed the
execution thereof.
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Signature of Proving Witness
SWORN TO BEFORE ME this ____ day of _____________, 2001.
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Notary Public for __________________
My commission expires _____________
STATE OF ____________ )
): SS
COUNTY OF ___________ )
THE FOREGOING INSTRUMENT was acknowledged before me this ____ day of
_____________________, 2001 by _____________________, the _______________ of
BANK ONE, NA, a national banking association, as Agent, on behalf of said
association.
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Notary Public for ______________ County
My Commission expires _________________
