Exhibit 10.5
COMMONWEALTH OF KENTUCKY
COUNTY
OF MADISON
FIRST
AMENDMENT TO MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS
AND SECURITY AGREEMENT
(Cross-reference to Mortgage, Assignment of Leases and Rents
and Security Agreement recorded in Book M1118, Page 58)
THIS FIRST AMENDMENT TO MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(“Amendment”), executed as of the 5th day of November,
2007, by and between CHURCHILL WEAVERS, INC.
(“Mortgagor”), a Kentucky corporation, with an office
located at 916 South Burnside Avenue, Gonzales, Louisiana 70737;
and THE CIT GROUP/COMMERCIAL SERVICES, INC. (“Lender”),
a New York corporation, with an office located at Two Wachovia
Center, Suite 2500, 301 South Tryon Street, Charlotte,
Mecklenburg County, North Carolina 28282;
WITNESSETH:
WHEREAS, the Mortgagor executed and
delivered to the Lender a certain Mortgage, Assignment of Leases
and Rents and Security Agreement, dated July 11, 2006, which
was recorded July 12, 2006, in Book M1118, Page 58, County
Clerk of Madison County, Kentucky (such Mortgage, Assignment of
Leases and Rents and Security Agreement, as amended, modified,
restated or supplemented from time to time, being hereinafter
called the “Mortgage”), encumbering certain real
property owned by the Mortgagor and located in Madison County,
Kentucky, as more particularly described in Exhibit A
attached hereto and incorporated herein by reference;
WHEREAS, the Mortgage secures all of
the loans, advances, indebtedness, obligations and liabilities now
or hereafter owing by the Mortgagor, Crown Crafts, Inc., a Delaware
corporation (“CCI”), Crown Crafts Infant Products,
Inc., a Delaware corporation (“CCIP”), and Hamco, Inc.,
a Louisiana corporation (“Hamco”; together with
Mortgagor, CCI and CCIP, the “Borrowers” and each a
“Borrower”), to the Lender under that certain Financing
Agreement, dated July 11, 2006 (such Financing Agreement, as
it may hereafter be amended from time to time, being hereinafter
called the “Financing Agreement”);
WHEREAS, the Borrowers and the Lender
have entered into a certain First Amendment to the Financing
Agreement, dated on or about the date hereof, pursuant to which,
among other things, the Lender has agreed to rely upon
Section 1.15 of the Mortgage relating to future advances to
Borrowers to make a new term loan to the Borrowers in the amount of
$5,000,000 and increase the maximum amount of revolving loans that
can be outstanding at any one time
under
the Financing Agreement from $22,000,000 to $26,000,000 and extend
the maturity date of the revolving loans; and
WHEREAS, the parties hereto desire to
enter into this Amendment in order to make conforming amendments to
the Mortgage as herein set forth;
NOW THEREFORE, for and in
consideration of the premises, the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency
of which are hereby expressly acknowledged, the parties hereto do
hereby agree as follows:
1. Definitions . Unless
otherwise defined in this Amendment, all terms defined in the
Mortgage shall have the same meanings herein.
2. Amendments to
Mortgage . The parties intend for the additional indebtedness
extended by the Lender to the Borrowers and described in
Section 2.1 below to be covered by Section 1.15 of the
Mortgage relating to future advances. The Mortgage is hereby
amended as follows:
2.1
Paragraph (a) on page 3 of the Mortgage is amended in its
entirety to read as follows:
“(a) All loans, advances,
indebtedness, obligations and liabilities now or from time to time
hereafter owing by Mortgagor, Crown Crafts, Inc., a Delaware
corporation (“CCI”), Crown Crafts Infant Products,
Inc., a Delaware corporation (“CCIP”) and Hamco, Inc.,
a Louisiana corporation (“Hamco”; together with
Mortgagor, CCI and CCIP, the “Borrowers” and each a
“Borrower”), to Lender under that certain Financing
Agreement, dated of even date herewith (such Financing Agreement
and the First Amendment thereto dated November 5, 2007, as it
may hereafter be amended from time to time, being hereinafter
called the “Financing Agreement,” capitalized terms
used but not otherwise defined herein having the same meaning given
therein), or under any agreement, instrument or document executed
or delivered to Lender in respect of the Financing Agreement or the
transactions contemplated thereby, pursuant to which Lender has
agreed to make a total credit facility of $31,000,000 available to
the Borrowers, including, without limitation:
(i) A term loan to the Borrowers in
the principal amount of $5,000,000 evidenced by the
Borrowers’ $5,000,000 Promissory Note (the
“Note”), dated of even date with the First Amendment to
the Financing Agreement and which Note by this reference is
incorporated herein and made a part hereof, which Note has a
maturity date of November 1, 2009; and
(ii) A $26,000,000 revolving line of
credit pursuant to which revolving loans may be made, repaid and
readvanced in accordance with and evidenced by the Financing
Agreement up to an aggregate principal amount of such revolving
loans outstanding at any one time in the sum of
2
$26,000,000,
which revolving loans have a maturity date of July 11,
2010.”
2.2 The
first full paragraph on page 4 of the Mortgage beginning with the
words “The Financing Agreement” is amended in its
entirety to read as follows:
“The Financing Agreement, this
Mortgage, the Note and all other instruments, agreements, documents
and guaranty agreements executed in connection with the Financing
Agreement or the transactions contemplated thereby are hereinafter
collectively called the “Loan Documents”.”
2.3 Section 1.15 of the Mortgage
is amended by deleting therefrom the words and figure
“Twenty-Two Million Dollars ($22,000,000)” and by
substituting in lieu thereof the words and figure “Thirty-One
Million Dollars ($31,000,000).”
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