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EXHIBIT 10.53
DRAWN BY AND RETURN TO:
XXXXX & XXX XXXXX, PLLC (JWG)
NATIONSBANK CORPORATE CENTER
000 XXXXX XXXXX XXXXXX, 00XX XXXXX
XXXXXXXXX, XXXXX XXXXXXXX 00000-0000
COMMONWEALTH OF PENNSYLVANIA THIS IS A FIRST AMENDMENT TO AN
OPEN-END MORTGAGE SECURING
FUTURE ADVANCES UP TO A MAXIMUM
PRINCIPAL AMOUNT OF
COUNTY OF LANCASTER $70,000,000 MILLION PLUS
ACCRUED INTEREST AND OTHER
INDEBTEDNESS AS DESCRIBED
EAST HEMPFIELD TOWNSHIP IN 42 PA C.S.A. SECTION 8143
OPEN-ENDED MORTGAGE AND
SECURITY AGREEMENT
THIS FIRST AMENDMENT TO OPEN-END MORTGAGE AND SECURITY AGREEMENT (the
"First Amendment") dated as of November 5, 1999, is by and between
XXXX MANUFACTURING COMPANY, a Pennsylvania corporation (the "Grantor");
and
FIRST UNION NATIONAL BANK, a national banking association headquartered
in Charlotte, North Carolina, in its capacity as Administrative Agent (in such
capacity, the "Agent") for the lenders from time to time party to the Amended
and Restated Credit Agreement described herein (the "Lenders").
W I T N E S S E T H:
WHEREAS, the Grantor, a wholly owned subsidiary of the Borrower
(hereinafter defined), has previously executed a Mortgage and Security Agreement
dated as of the 18th day of May, 1999 in favor of the Agent, as Mortgagee,
recorded with the Recorder of Deeds, Lancaster County, Pennsylvania in Book
6236, Page 0006 on May 26, 1999 (the "Mortgage"), in connection with loans and
extensions of credit to Sleepmaster, L.L.C., a New Jersey limited liability
company (the "Borrower") pursuant to the terms of the Credit Agreement, as
referenced and defined in the Mortgage;
WHEREAS, the Mortgage encumbered the land described on Exhibit A
attached hereto and made a part hereof;
WHEREAS, the parties to the Credit Agreement have agreed to enter into
the Restated Credit Agreement (hereinafter defined) pursuant to which the credit
facilities extended to the Borrower will be increased to an amount up to
$70,000,000.00 (collectively, the "Credit Facilities").
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WHEREAS, the Grantor and the Agent have agreed to amend the Mortgage as
set forth herein and all defined terms used herein but not defined herein shall
have the meaning given to them in the Mortgage.
AGREEMENT:
NOW, THEREFORE IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Indebtedness. (a) The reference in the first recital of the
Mortgage to $25,000,000 shall hereinafter be a reference to $70,000,000.
(b) Subparagraph (a) of Section 1.1 of the Mortgage is hereby amended
and restated in its entirety as follows:
"(a) The Agent and the Lenders have agreed to establish a $70,000,000
senior secured credit facility (hereinafter the loans and extensions of
credit thereunder may be called the "Obligations") in favor of the
Sleepmaster L.L.C., a New Jersey limited liability company (the
"Borrower") pursuant to the terms of that certain Amended and Restated
Credit Agreement dated as of the date hereof among the Borrower,
Sleepmaster Holdings, L.L.C., as the Parent, the domestic subsidiaries
of the Borrower (including the Grantor) (individually a "Guarantor" and
collectively with the Grantor, the "Guarantors"), the Agent and the
Lenders (as amended, modified, extended, renewed or replaced from time
to time, the "Restated Credit Agreement") and as evidenced by (i) those
revolving credit promissory notes of the Borrower, under which sums may
be advanced, paid back or readvanced (as referenced and defined in the
Restated Credit Agreement, as amended, modified, supplemented,
extended, renewed or replaced from time to time, the "Revolving
Notes"), (ii) those term promissory notes of the Borrower (as
referenced and defined in the Restated Credit Agreement, as amended,
modified, supplemented, extended, renewed or replaced from time to
time, the "Term Notes") and (iii) those letters of credit for the
account of the Borrower or any other Credit Party (as referenced in the
Restated Credit Agreement, the "Letters of Credit"). The Revolving
Notes and the Term Notes shall hereinafter collectively be called the
"Notes." Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Restated Credit
Agreement. This Mortgage is given to secure the payment by the Borrower
and the Grantor under any Hedging Agreements (as defined in the
Restated Credit Agreement) and of all indebtedness and other
obligations now or hereafter owing under the Notes, the Letters of
Credit, the Restated Credit Agreement, this Mortgage and the other
Credit Documents (collectively, the "Indebtedness")."
SECTION 2. Ratification. Except as hereby modified, the terms and
conditions of the Mortgage (and Exhibits) remain in full force and effect. The
parties, by their execution hereof, hereby ratify, affirm and approve the
Mortgage (and Exhibits) as modified by this First Amendment.
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SECTION 3. Governing Law. This First Amendment shall be governed by and
construed in accordance with, the laws of the Commonwealth of Pennsylvania.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment under seal as of the above written date.
XXXX MANUFACTURING COMPANY
By:
Name:
Title:
I certify that the address of the within Lenders is:
c/o First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Syndication Agency Services
On behalf of the within Lenders
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STATE OF NORTH CAROLINA:
:
COUNTY OF MECKLENBURG:
ON THIS, the 4th day of November, 1999, before me, a Notary Public in
and for the said State, the undersigned officer, personally appeared Xxxxx
Xxxxxxx, who acknowledged himself to be the Executive Vice President of Xxxx
Manufacturing Company, and that he as such officer, being authorized to so do,
executed the within instrument for the purposes therein contained by signing the
name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
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Notary Public
My Commission Expires:
February 17, 2004
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Exhibit A
(Legal Description)
