EXHIBIT 4.4
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AMENDMENT NO. 2 TO MORTGAGE, ASSIGNMENT OF LEASES AND
RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS AMENDMENT NO. 2 TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT (this "Amendment") is made as
of the 27/th/ day of June, 2000 between REPUBLIC PAPERBOARD COMPANY, a
Kansas corporation, having an address at 000 Xxxx 00xx Xxxxxx, Xxxxxxxxxx,
Xxxxxx 00000 (the "Mortgagor"), and BANK OF AMERICA, N.A. (successor to
NationsBank, N.A.), as Administrative Agent., having an address at 000
Xxxxx 00/xx/ Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, not in its individual
capacity but in its limited capacity as Agent (as defined below) (the
"Mortgagee").
W I T N E S S E T H:
WHEREAS, Republic Group Incorporated (the "Borrower"), certain Banks
(the "Banks"), the LC Issuing Banks referred to therein, Xxxxxx Guaranty
Trust Company of New York, as Syndication Agent, and NationsBank, N.A., as
Administrative Agent for the Banks, are parties to a Credit Agreement dated
as of July 15, 1998 (as amended prior to the date hereof, the "Original
Credit Agreement");
WHEREAS, pursuant to that certain Subsidiary Guarantee dated as of
July 15, 1998 (as amended and in effect from time to time, the "Guaranty")
from the Subsidiary Guarantors (including Mortgagor) to the Agent, the
Mortgagor guaranteed the obligations of the Borrower under the Original
Credit Agreement;
WHEREAS, Mortgagor, in order to secure payment, performance and
observance of its indebtedness, liabilities and obligations arising under
the Guaranty, entered into a Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement dated as of July 15, 1998 (the
"Original Mortgage") with the Mortgagee, which Mortgage was recorded on
July 17, 1998 in Comanche County, Oklahoma, as document number 014338, in
Book 3056, Page 91, which Mortgage encumbers the interest of Mortgagor in
and to the parcel of land and improvements thereon described in Schedule A
annexed thereto;
WHEREAS, the parties to the Original Credit Agreement amended and
restated the Original Credit Agreement by entering into a First Amendment
and Restatement dated as of March 1, 2000 (the "Amended Credit Agreement");
WHEREAS, in connection with the Amended Credit Agreement, the parties
hereto entered into Amendment No. 1 to Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement dated as of March 1,
2000, which modification was recorded on March 2, 2000 in Comanche County,
Oklahoma, as document number in Book 3371, Page 16;
WHEREAS, the parties to the Amended Credit Agreement are entering into
the Second Amendment and Restatement dated as of June 27, 2000 in order to,
among other things, increase the amount of the revolving credit commitments
(as so amended and restated and as further amended from time to time, the
"Credit Agreement"); and
WHEREAS, in connection with such amendment, the parties hereto have
agreed to further amend the Original Mortgage;
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 7.08 of the Mortgage is amended and restated to read in
full as follows:
The Secured Obligations secured by this Mortgage
include Revolving Credit Loans and LC Reimbursement
Obligations which are revolving in nature, which may be
advanced, paid, and readvanced from time to time after
the date hereof. The aggregate maximum principal amount
of Total Revolving Outstanding Amount which may be
outstanding at any one time is $55,000,000.
Notwithstanding the foregoing, the aggregate maximum
principal amount of Secured Obligations which may be
outstanding at any one time is $100,000,000. The
interest of the Mortgagee hereunder will remain in full
force and effect notwithstanding a zero balance of the
Total Revolving Outstanding Amount and the Lien of this
Mortgage will not be extinguished until all Secured
Obligations have been paid and performed and the
obligation of all Bank Parties to extend further credit
under the Loan Documents shall have expired or
terminated.
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2. Except as modified hereby, the terms and conditions of the
Original Mortgage remain unchanged and in full force and effect and are
hereby ratified and confirmed and the aggregate principal amount that at
any time is secured hereby remains $100,000,000. Mortgagor hereby confirms
that it has no defenses or offsets with respect to its obligations under
the Original Mortgage, as modified hereby.
3. This Amendment may be executed in counterparts, each of which
shall constitute an original and all of which together shall constitute the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date and year first above written.
REPUBLIC PAPERBOARD COMPANY,
as Mortgagor
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President & CFO
BANK OF AMERICA, N.A. (as successor to
NationsBank, N.A.), as Mortgagee
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
State of Kansas )
ss:
County of Reno )
This instrument was acknowledged before me on June __, 2000 by
Xxxxx X. Xxxxxx as Executive Vice President of Republic Paperboard Company, a
Kansas corporation.
/s/ XXXXX X. XXXX
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Notarial Officer
(Seal, if any)
__________________________
Title (and Rank)
My commission expires:
__________________________.
State of Missouri )
ss:
County of Xxxxxxx )
This instrument was acknowledged before me on June 23rd, 2000 by
Xxxxxx Xxxxxxx as Senior Vice President of Bank of America, N.A.
/s/ XXXXXX X. XXXXXXX
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Notarial Officer
(Seal, if any)
__________________________
Title (and Rank)
My commission expires:
July 20, 2003.
Drafted by and when
recorded, return to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE A
Description of the Land
