Exhibit 10-22
COUNTY OF ONONDAGA MODIFICATION TO
LEASEHOLD MORTGAGE
NEW YORK
This instrument was prepared
by and when recorded please
return to:
Xxxxxxx X. Xxxxx, Esq.
Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.
Suite 4200
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
This MODIFICATION TO LEASEHOLD MORTGAGE (this "Modification") is
made and entered into as of this 14th day of January, 1997, between
ACC Corp, a Delaware corporation ("Mortgagor"), and FIRST UNION
NATIONAL BANK OF NORTH CAROLINA ("First Union"), as Administrative
Agent ("Mortgagee"), for the financial institutions (the "Lenders") as
are, or may from time to time become, parties to the Amended and
Restated Credit Agreement (as defined below).
STATEMENT OF PURPOSE
The Mortgagor executed and delivered to the Mortgagee a Leasehold
Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181,
Page 0138, in the Onondaga County, New York registry (as amended,
restated or otherwise modified, the "Leasehold Mortgage").
The Mortgagor and certain affiliates thereof, as borrowers, the
lenders party thereto (the "Original Lenders"), and First Union as
administrative agent, entered into a Credit Agreement dated as of July
21, 1995 (as amended, the "Original Credit Agreement") for the
principal sum of up to Thirty-Five Million Dollars ($35,000,000), as
evidenced by certain promissory notes dated such date executed by the
Mortgagor and such affiliates in favor of the Original Lenders, and
such other documents as may have been executed or given by Mortgagor
and such affiliates in connection with the transactions contemplated
by such Original Credit Agreement. The Mortgagor and certain
Affiliates thereof, as Borrowers, the Lenders, and First Union, as
Administrative Agent, have modified such Credit Agreement by executing
an Amended and Restated Credit Agreement of even date (as further
amended, restated or otherwise modified, the "Amended and Restated
Credit Agreement"), providing for Extensions of Credit of up to One
Hundred Million Dollars ($100,000,000) and the other modifications set
forth therein.
The Mortgagor, such Affiliates thereof, the Mortgagee and the
Lenders desire by this instrument to modify the Leasehold Mortgage to
reflect that the Original Credit Agreement has been amended and
restated in its entirety by such Amended and Restated Credit
Agreement. In furtherance thereof, the Mortgagor and the Mortgagee
have agreed to the following amendment of the Leasehold Mortgage:
MODIFICATION AGREEMENT
1. Modification.
(a) Each reference in the Leasehold Mortgage to the "Credit
Agreement" shall hereby be deemed to be a reference to the Amended and
Restated Credit Agreement.
(b) The phrase "Thirty-Five Million Dollars ($35,000,000)"
appearing in the second paragraph on the first page of the Leasehold
Mortgage is hereby deleted and is replaced by the phrase "One Hundred
Million Dollars ($100,000,000)".
(c) The phrase "Section 13.1" appearing in paragraph [11]
of the Leasehold Mortgage is hereby deleted and is replaced by the
phrase "Section 14.1".
2. Reaffirmation of Terms of Leasehold Mortgage. The Mortgagor
hereby ratifies and reaffirms to the Mortgagee that (i) each of the
representations, warranties, covenants, and agreements set forth in
the Leasehold Mortgage shall apply to the Mortgagor with the same
force and effect as if each were separately stated herein and made as
of the date of this Modification by the Mortgagor, (ii) each of the
Leasehold Mortgage and every other document and instrument which
evidences or secures payment of the Amended and Restated Credit
Agreement, represents the valid, enforceable and collectible
obligations of the Mortgagor and the Mortgagor specifically
acknowledges that validity and enforceability of all the terms and
provisions contained in such document or instrument and (iii) no
Default or Event of Default has occurred and is continuing.
2. No Other Modifications. Except as expressly modified
herein, all provisions, terms and conditions contained in the
Leasehold Mortgage shall remain in full force and effect as originally
executed and delivered.
3. No Novation. The execution and delivery of this
Modification shall not constitute a modification or novation of the
lien and encumbrance of the Leasehold Mortgage, which lien and
encumbrance shall retain its first priority position as originally
filed for record in Onondaga County.
4. Binding Nature. This Modification shall be binding upon and
shall inure to the benefit of the Mortgagor, the Mortgagee, and their
respective heirs, legal representatives, successors and assigns.
5. Definitions. All capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such terms
in the Amended and Restated Credit Agreement.
6. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the undersigned, by authority duly given,
have caused this Modification to be executed under seal, delivered,
and effective as of the day and year first written above.
MORTGAGOR:
ACC CORP.
By: /s/ Xxxx X. Xxxxxx
[CORPORATE SEAL] Name: Xxxx X. Xxxxxx
Title: Vice President
ATTEST: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
MORTGAGEE:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Administrative Agent
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title:Senior Vice President
[CORPORATE SEAL]
STATE OF NORTH CAROLINA)
COUNTY OF MECKLENBURG )
I, XXXXX X. XXXXX, a Notary Public of the county and state
aforesaid, certify that XXXXXX X. XXXXXX personally came before me
this day and acknowledged that he is Assistant Secretary of ACC Corp.,
a Delaware corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by its Vice President, sealed with its corporate seal and
attested by himself as its Assistant Secretary.
WITNESS my hand and official stamp, this 14th day of January,
1997.
/s/ Xxxxx X. Xxxxx
NOTARY PUBLIC
My commission expires:
August 5, 0000
XXXXX XX XXXXX XXXXXXXX)
XXXXXX XX XXXXXXXXXXX )
This 14th day of January, 1997, personally came before me XXX X.
XXXXXX, who, being by me duly sworn, says that he is Senior Vice
President of FIRST UNION NATIONAL BANK OF NORTH CAROLINA, that the
seal affixed to the foregoing instrument in writing is the corporate
seal of said Corporation, and that said writing was signed and sealed
by him, in behalf of said Corporation, by its authority duly given.
And the said Senior Vice President acknowledged the said writing to be
the act and deed of said Corporation.
/s/ Xxxxx X. Xxxxx
NOTARY PUBLIC
[NOTARIAL SEAL]
My Commission Expires:
August 5, 1997
