EXHIBIT 4(a)(xv)
MORTGAGE SPREADER AGREEMENT
THIS MORTGAGE SPREADER AGREEMENT is made as of the 23rd day of
April 2002 by and between BUFFALO CHINA, INC., a New York business corporation
having its chief executive office at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000
(the "Borrower") and ERIE COUNTY INDUSTRIAL DEVELOPMENT AGENCY, having its chief
executive office at 000 Xxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the"Agency") (the
Borrower and the Agency are sometimes collectively referred to as the
"Mortgagors") and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan
Bank), as Collateral Agent under the Amended and Restated Collateral Agency and
Intercreditor Agreement, dated as of the date hereof (the "Mortgagee").
R E C I T A L S :
A. The Mortgagee is the owner and holder of a certain
Mortgage, Assignment of Leases and Rents and Security Agreement securing the
original principal amount of $6,600,000.00 given by Mortgagors, dated as of
April 23, 2002 and recorded contemporaneously herewith in the Erie County
Clerk's Office (the "Mortgage").
B. The Mortgage is a lien on the real property located in Erie
County, New York and described on Schedule A attached to this Agreement which is
owned in fee by the Agency and leased to the Borrower (the "Original Mortgaged
Property").
C. The Borrower is the fee owner of additional real property
located in Erie County, New York described on Schedule B attached to this
Agreement (the "Additional Property").
D. The Mortgagors and the Mortgagee desire to spread the lien
of the Mortgage to include the Additional Property.
NOW, THEREFORE, for ONE DOLLAR ($1.00) and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Mortgagors and the Mortgagee hereby agree as follows:
1. The lien of the Mortgage is spread to cover the Additional
Property, so that the security for the Mortgage shall consist of the Original
Mortgaged Property and the Additional Property.
2. As used in the Mortgage, (i) the term "Premises" shall now
include the Original Mortgaged Property and the Additional Property; (ii) the
term "Improvements" shall now include all of the buildings, structures,
fixtures, additions, enlargements, extensions, modifications, repairs,
replacements, and improvements now or hereafter located on the Original
Mortgaged Property and the Additional Property; and (iii) the term "Mortgaged
Property" shall now include the Premises (as defined in this Section 2), the
Improvements (as defined in this Section 2), and all right, title interest, and
estate of Mortgagors now owned, or hereafter acquired, in and to the property,
rights, interests, and estates defined in the Granting Clauses contained in the
Mortgage as such rights relate to the Premises and Improvements defined herein.
3. All of the provisions, conditions and covenants set forth in
the Mortgage, including without limitation Section 55 of the Mortgage, shall
remain in full force and effect without any changes whatsoever except for the
inclusion of the Additional Property as part of the security for the
indebtedness secured by the Mortgage and the changes identified in Section 2 of
this Mortgage Spreader Agreement.
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4. The Mortgagors and the Mortgagee certify that this Mortgage
Spreader Agreement refers to the same indebtedness secured by the Mortgage and
no further obligation or additional obligation is secured by this Mortgage
Spreader Agreement.
5. This Mortgage Spreader Agreement shall be binding and inure
to the benefit of the Mortgagors and the Mortgagee and their respective
successors and assigns.
6. This Mortgage Spreader Agreement may be executed in one or
more counterparts, any one or all of which shall constitute but one agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have caused this Mortgage
Spreader Agreement to be executed as of the day and year first above written.
BUFFALO CHINA, INC.
By: /s/ XXXXX X. XXXXX
_____________________
Xxxxx X. Xxxxx
Vice President - Finance
ERIE COUNTY INDUSTRIAL
DEVELOPMENT AGENCY
By: /s/ XXXXX X. XXXXXXXX
_____________________
Xxxxx X. Xxxxxxxx, Assistant Treasurer
JPMORGAN CHASE BANK
By: /s/ XXXXXX X. XXXX, XX.
_________________________
Xxxxxx X. Xxxx, Xx.
Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF MADISON )
On the 22nd day of April in the year 2002 before me, the
undersigned, personally appeared Xxxxx X. Xxxxx, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.
/s/ XXXXXX XXXXXXXXXXX
______________________
Notary Public
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STATE OF NEW YORK )
) ss.:
COUNTY OF ERIE )
On the _____ day of April in the year 2002 before me, the
undersigned, a notary public in and for said State, personally appeared Xxxxx X.
Xxxxxxxx personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s) or the person upon behalf of which the
individual(s) acted, executed this instrument.
______________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF ONONDAGA )
On the 22nd day of April in the year 2002 before me, the
undersigned, a notary public in and for said State, personally appeared Xxxxxx
X. Xxxx, Xx. personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s) or the person upon behalf of which the
individual(s) acted, executed this instrument.
/s/ XXXXXX XXXXXXXXXXX
______________________
Notary Public
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