EXHIBIT 4(a)(xvii)
MORTGAGE SPREADER AGREEMENT
THIS MORTGAGE SPREADER AGREEMENT is made as of the 23rd day of April
2002 by and between ONEIDA LTD., a New York business corporation having its
chief executive office at 000-000 Xxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the
"Borrower") and the ONEIDA COUNTY INDUSTRIAL DEVELOPMENT AGENCY, having its
chief executive office at 000 Xxxxxx Xxxx, Xxxx, 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 an 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 $20,115,000.00 given by Mortgagors, dated as of April 23,
2002 and recorded contemporaneously herewith in the Oneida County Clerk's Office
(the "Mortgage").
B. The Mortgage is a lien on the real property located in Oneida
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
Oneida County and Madison 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.
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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.
ONEIDA LTD.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Chief Financial Officer
ONEIDA COUNTY INDUSTRIAL
DEVELOPMENT AGENCY
By: /s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
Chairman
JPMORGAN CHASE BANK
By: /s/ XXXXXX X. XXXX, XX.
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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
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Notary Public
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STATE OF NEW YORK )
) ss.:
COUNTY OF ONEIDA )
On the _____ day of April in the year 2002 before me, the undersigned,
a notary public in and for said State, personally appeared Xxxxxx 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 this instrument.
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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
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Notary Public
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