This instrument prepared by and
after recording return to:
(Signature)
Xxxxxx X. Xxxxx, Esq.
GOLDBERG, KOHN, BELL, BLACK,
XXXXXXXXXX & MORITZ, LTD.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
Second AMENDMENT TO JUNIOR LEASEHOLD MORTGAGE,
SECURITY AGREEMENT AND FIXTURE FILING
(Xxxxxx County, Kentucky)
THIS Second AMENDMENT TO JUNIOR LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FILING ("Amendment"), is executed by the parties hereto actually on the
respective dates indicated on the notarial certificates affixed hereto, but is
made and delivered effective as of October 31, 2004, is made and executed by
MABEX UNIVERSAL CORPORATION, a California corporation ("Mabex" or Mortgagor"),
and LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company,
successor to LaSalle Business Credit, Inc. a Delaware corporation (in its
individual capacity, "LaSalle"), as agent (LaSalle in its capacity as agent
being hereinafter referred to as "Agent") for Lenders (as "Lenders" is defined
in the Amended Loan Agreement referred to below) and LASALLE BUSINESS CREDIT, a
division of ABN AMRO BANK, N.V., Canada Branch.
RECITALS
I. Mortgagor executed and delivered to Agent a Junior Leasehold Mortgage,
Security Agreement and Fixture Filing dated as of June 21, 2002 originally filed
with the Recorder of Xxxxxx County, Kentucky in Book 0492, page 0703, as amended
from time to time, as amended from time to time (the "Mortgage"). A legal
description of the real estate encumbered by the Mortgage (the "Mortgaged
Property) is attached as Exhibit A and incorporated herein. The Mortgage secures
(i) loans made pursuant to a certain Amended and Restated Loan and Security
Agreement dated as of May 8, 2003 pursuant to which Lenders agreed to make loans
to Cantar/Polyair Corporation, Atlantic Pool Products Corporation, formerly
known as Cantar/Polyair of Illinois, Inc., Mabex Universal Corporation, and
Performa Corp., as borrowers ("Borrowers"), in the maximum aggregate principal
amount of $52,200,000 (the "Loans"), and (ii) a guaranty by Mortgagor of certain
loans made pursuant to a certain Amended and Restated Credit Agreement dated as
of May 8, 2003 in the maximum aggregate principal amount of $19,800,000 (the
"Canadian Loans"). The Loans consist of (i) revolving loans in the maximum
aggregate principal amount of $42,000,000 (the "Revolving Loans"); (ii) a term
loan "A" in the original principal amount of $4,600,000 (the "Term Loan A"),
which term loan is evidenced by one or more notes having a maturity date of
November 1, 2005 ("Term Notes A"), and (iii) a term loan "B" in the original
principal amount of $5,600,000 (the "Term Loan B"), which term loan is evidenced
by one or more notes having a maturity date of November 1, 2005 ("Term Notes
B").
II. Concurrently herewith, the Loan Agreement is being amended by a certain
Fourth Amendment to Amended and Restated Loan and Security Agreement of even
date herewith pursuant to which (i) Term Loan A is being increased from the
outstanding principal balance of $1,121,428.43 to $4,441,000 ("Amended Term Loan
A") and (ii) Term Loan B is being increased from the outstanding principal
balance of $4,339,999.91 to $5,360,000 ("Amended Term Loan B"). Term Notes A are
being amended and restated in their entirety by notes in the aggregate principal
amount of $4,441,000 (said notes, together with all amendments, supplements,
modifications and replacements thereof, being hereinafter referred to "Amended
Term Notes A") and Term Notes B are being amended and restated in their entirety
by notes in the aggregate principal amount of $5,360,000 (said notes, together
with all amendments, supplements, modifications and replacements thereof, being
hereinafter referred to "Amended Term Notes B"). The Canadian Loans are being
increased to the maximum principal amount of $20,142,000 (the "Amended Canadian
Loans").
III. The parties hereto now wish to amend the Mortgage to secure the
increases in Term Loan A and Term Loan B and to secure the increase in the
Canadian Loans which are guarantied by Mortgagor.
AGREEMENTS
Mortgagor and Agent agree as follows:
1. The Recitals are hereby incorporated herein by reference.
2. The Mortgage is hereby amended to secure the increases in the Term Loan
A and Term Loan B and to secure the increase in the Canadian Loans which are
guarantied by Mortgagor, in addition to all indebtedness heretofore secured.
3. The Mortgage is hereby amended to conform to the terms hereof.
4. Except as amended hereby, the Mortgage remains in full force and effect
in accordance with its original terms.
5. This Amendment may be executed in one or more counterparts each of which
shall be deemed an original, but both of which counterparts together shall
constitute one original.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed
by their respective duly authorized officers as of the day and year first above
written.
MABEX UNIVERSAL CORPORATION,
a California corporation
By__________________________________
Print Name__________________________
Its_________________________________
LASALLE BUSINESS CREDIT, LLC, a
Delaware limited liability company
By___________________________________
Print Name___________________________
Its__________________________________
ACKNOWLEDGMENT
STATE OF )
_________ ) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2004, by ______________________, as __________________ of MABEX
UNIVERSAL CORPORATION, a California corporation, on behalf of the corporation.
My commission expires: __________________
[OFFICIAL SEAL]
__________________________________
Notary Public
ACKNOWLEDGMENT
STATE OF _________ )
_________ ) SS
COUNTY OF_________ )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2004, by ______________________, as __________________ of
LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company, on behalf of
the corporation.
My commission expires: __________________
[OFFICIAL SEAL]
__________________________________
Notary Public
EXHIBIT A
Legal Description
