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DRAWN BY AND RETURN TO:
Hunton & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
STATE OF NEW YORK
COUNTY OF SENECA
FIRST MODIFICATION TO
MORTGAGE AND SECURITY AGREEMENT
(COLLATERAL IS OR INCLUDES FIXTURES)
THIS FIRST MODIFICATION TO MORTGAGE AND SECURITY AGREEMENT made as of
the ____ day of December 1996 between RIDGEVIEW, INC., a North Carolina
corporation having a mailing address of X.X. Xxx 0, 0000 Xxxxx Xxxx Xxxxxx,
Xxxxxx, Xxxxx Xxxxxxxx ("Mortgagor"), and NATIONSBANK, N.A. (SOUTH) (as
successor-by merger to NationsBank of Georgia, N.A.), a national banking
association with its principal offices in Atlanta, Georgia ("Mortgagee").
1. The Mortgagor is party to (a) that certain Loan and Security
Agreement (Revolving Loans) dated as of January 10, 1995 between the Mortgagor
and the Mortgagee, as amended by First Amendment to Loan and Security Agreement
dated as of June 28, 1995, Second Amendment to Loan and Security Agreement dated
as of October __, 1995, Third Amendment to Loan and Security Agreement dated as
of June 11, 1996 and Fourth Amendment to Loan and Security Agreement dated as of
September 6, 1996 (as so amended, the "Revolver Agreement"), and (b) that
certain Loan and Security Agreement (Term Loan) dated as of January 10, 1995
between the Mortgagor and the Mortgagee as amended by First Amendment to Loan
and Security Agreement dated as of June 28, 1995, Second Amendment to Loan and
Security Agreement dated as of October __, 1995, Third Amendment to Loan and
Security Agreement dated as of June 11, 1996 and Fourth Amendment to Loan and
Security Agreement dated as of September 6, 1996 (as so amended, the "Term
Agreement").
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2. As security for its obligations under the Revolver Agreement and the
Term Agreement, up to a maximum principal amount equal to $635,000, the
Mortgagor has previously executed that certain Mortgage and Security Agreement
dated as of June 28, 1995 in favor of Mortgagee, recorded at Liber 0512, Page
106, Seneca County, New York real estate records (the "Mortgage").
3. The Mortgagor and the Mortgagee have now agreed to amend, restate
and consolidate the Revolver Agreement and the Term Agreement in the form of
that certain Amended and Restated Loan and Security Agreement dated as of
December __, 1996 (as amended, modified, supplemented or restated from time to
time, the "Loan Agreement") among the Mortgagor and certain of its subsidiaries
as borrowers and the Mortgagee as lender.
4. In connection with the execution and delivery of the Loan Agreement,
the Mortgagor and Mortgagee have agreed to amend the Mortgage as hereinafter set
forth.
NOW, THEREFORE, the Mortgagor and Mortgagee hereby agree as follows:
1. The Mortgage is hereby amended as follows:
(a) by amending the first two introductory paragraphs in their
entirety to read as follows:
THIS MORTGAGE AND SECURITY AGREEMENT made as of the 28th day
of June 1995, as amended by a modification thereto dated as of December
___, 1996, between Ridgeview, Inc., a North Carolina corporation having
a mailing address of Post Xxxxxx Xxx 0, 0000 Xxxxx Xxxx Xxxxxx, Xxxxxx,
Xxxxx Xxxxxxxx ("Mortgagor"), and NationsBank, N.A. (South) (as
successor by merger to NationsBank of Georgia, N.A.), a national
banking association with its principal offices in Atlanta, Georgia
("Mortgagee").
1. Mortgagor owns one hundred percent (100%) of the stock of
Seneca Knitting Xxxxx Corporation. GPM Corporation, a wholly-owned
subsidiary of Seneca Knitting Xxxxx Corporation (the "Guarantor"), has
entered into a Mortgage and Security Agreement dated as of June 28,
1995, as amended by a modification thereto dated as of December __,
1996, with the Mortgagee (as so amended, the "GPM Mortgage"). The GPM
Mortgage secures the obligations and duties of the Guarantor under that
certain Subsidiary Guaranty dated as of June 28, 1995 (the "Guaranty"),
which Guaranty secures up to $635,000 of the indebtedness of Mortgagor
secured by this Mortgage.
2. By amending the first paragraph following the phrase
"WITNESSETH:" in its entirety to read as follows:
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To secure the payment of the indebtedness of the
Mortgagor to the Mortgagee up to a maximum principal sum of
FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00) lawful
money of the United States of America, to be paid with
interest and evidenced by promissory notes executed by the
Mortgagor in favor of the Mortgagee (such promissory notes and
all amendments, modifications, renewals or replacements
thereof being referred to collectively as the "Note"), issued
under that certain Amended and Restated Loan and Security
Agreement dated as of December __, 1996 between the Mortgagor
and certain of its subsidiaries as borrowers and the Mortgagee
as lender, as the same may be amended, modified, supplemented
or restated from time to time (said indebtedness, interest and
all other sums that may or shall become due hereunder being
hereinafter referred to collectively as the "Debt") and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagor has
mortgaged, granted, conveyed, hypothecated and assigned, and
by these presents does mortgage, grant a security interest in,
grant, hypothecate, convey and assign unto Mortgagee all
right, title and interest of Mortgagor in and to the property
described in Schedule A attached hereto (hereinafter referred
to as the "Premises") and the buildings and improvements now
or hereafter located thereon (hereinafter referred to as the
"Improvements");
3. Except as hereby modified, the terms and conditions of the
Mortgage, including, without limitation, any exhibits thereto, shall
remain in full force and effect. The parties hereto do not intend this
Modification or the transactions contemplated hereby to be, and this
Modification and the transactions contemplated hereby shall not be
construed to be, a novation of any of the Debt, including, without
limitation, under the Note as defined in the Mortgage. Further, the
parties do not intend this Modification or the transactions
contemplated hereby to affect the priority of any of the Mortgagee's
liens in any collateral securing the Debt in any way including, but not
limited to, the liens, security interests and encumbrances created by
the Mortgage.
4. This Modification shall be deemed to be a contract under,
and for all purposes construed in accordance with the internal laws and
judicial decisions of, the State of New York.
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IN WITNESS WHEREOF, the undersigned Mortgagor and Mortgagee have duly
executed this Modification as of the day and year first above written.
RIDGEVIEW, INC., a North Carolina
corporation
By:___________________________
Xxxx X. Xxxxxxx
President
NATIONSBANK, N.A. (SOUTH)
By:___________________________
Xxxxx X. Xxxxxxxxx
Vice President
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STATE OF ___________________
COUNTY OF __________________
On this ____ day of December 1996, before me personally came Xxxx X.
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides in North Carolina, that he is the President of Ridgeview, Inc., a North
Carolina corporation, the corporation described in and which executed the
foregoing instrument, and he signed his name thereto by order of the Board of
Directors of said corporation.
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Notary Public
[NOTARIAL SEAL]
My commission expires: _______________
STATE OF ___________________
COUNTY OF __________________
On this ____ day of December 1996, before me personally came Xxxxx X.
Xxxxxxxxx, to me known, who, being by my duly sworn, did depose and say that he
resides in Georgia, that he is a Vice President of NationsBank, N.A. (South), a
national banking association, the national banking association described in and
which executed the foregoing instrument, and he signed his name thereto by order
of said national banking association.
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Notary Public
[NOTARIAL SEAL]
My commission expires: _______________
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