Second Amendment to Mortgage, Assignment of Rents & Security Agreement between Day International, Inc. and Bank One, NA

Summary

This amendment updates a previous mortgage, assignment of rents, and security agreement between Day International, Inc. and Bank One, NA. The main change is the replacement of Societe Generale with Bank One, NA as the administrative agent and mortgagee under the agreement. All other terms of the original mortgage remain unchanged and in effect. The amendment is effective as of June 29, 2001, and is executed by both parties to reflect the new administrative arrangements.

EX-10.7.2 16 l03123aexv10w7w2.txt EX-10.7.2 EXHIBIT 10.7.2 (MICHIGAN) SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS & SECURITY AGREEMENT THIS SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS & SECURITY AGREEMENT, dated as of June 29, 2001, is made between DAY INTERNATIONAL, INC., a Delaware corporation ("Mortgagor"), whose address is c/o Day International Group, Inc., 130 West Second Street, Dayton, OH 45402, and BANK ONE, NA, a national banking association ("Bank One"), whose address is 40 North Main Street, Dayton, OH 45402, assignee of SOCIETE GENERALE, resigning Administrative Agent, and successor Administrative Agent (in such capacity, "Mortgagee") for several banks and other financial institutions (the "Lenders") from time to time parties to the Amended and Restated Senior Secured Credit Agreement dated as of October 19, 1999, (as the same may be amended, supplemented, waived or otherwise modified from time to time, the "Credit Agreement") among SG Cowen Securities Corporation, as Arranger, Mortgagee, the Lenders, and Day International Group, Inc. (the "Borrower"). References to this Mortgage shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument. References to this "Amendment" shall mean this instrument. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. RECITALS A. Mortgagor has executed that certain Mortgage, Assignment of Rent and Security Agreement to Mortgagee dated as of January 16, 1998, recorded in the St. Joseph County Recorder's Office in Liber 820, Page 776 on January 27, 1998 (the "Mortgage"). B. Mortgagor and Societe Generale, formerly Administrative Agent and Mortgagee, agreed to modify the Mortgage by executing that First Amendment to Mortgage, Assignment of Rents & Security Agreement dated as of October 19, 1999, recorded in the St. Joseph County Recorder's Office in Liber 915, Page 167 on November 16, 1999. C. Mortgagor and Mortgagee have agreed to further modify the Mortgage as provided herein in accordance with the terms of that Agency Assignment Agreement dated June 29, 2001 entered into by and among Day International Group, Inc., Societe Generale as the resigning Administrative Agent, and Bank One, NA, in its capacity as successor Administrative Agent. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein, the parties, intending to be legally bound, hereby agree as follows: 1. Amendment to Mortgage. The Mortgage is hereby amended to reflect the resignation of Societe Generale as Administrative Agent and its replacement in such capacity by Bank One, NA as successor Administrative Agent under the Amended and Restated Senior Secured Credit Agreement dated as of October 19, 1999, as amended, and pursuant to the terms of the Agency Assignment Agreement dated as of June 29, 2001. a. The introductory paragraph to the Mortgage is hereby amended by deleting "SOCIETE GENERALE, whose address is 1221 Avenue of the Americas, New York, New York 10020" and substituting "BANK ONE, NA, whose address is [611 Woodward Avenue, Detroit, MI 48226]" in place thereof. b. All references in the Mortgage to Mortgagee are henceforth deemed to be references to Bank One, NA, as Mortgagee 2. Ratification. Except as set forth herein, the Mortgage remains unmodified and in full force and effect. 3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Space intended] This Amendment has been duly executed by the undersigned on the date first above written. DAY INTERNATIONAL, INC. By: ----------------------------- Name: Title: Attest: By: ----------------------------- Name: Title: ATTEST: Signed, sealed and delivered in our presence: - ------------------------ Print Name: - ------------------------ Print Name: BANK ONE, NA By: ----------------------------- Name: Title: Attest: By: ----------------------------- Name: Title: ATTEST: Signed, sealed and delivered in our presence: - ------------------------ Print Name: - ------------------------ Print Name: STATE OF OHIO ) : SS COUNTY OF MONTGOMERY ) This instrument was acknowledged before me this _______ day of ___________, 2001 by _________________, the _______________ of DAY INTERNATIONAL, INC., on behalf of the corporation.. ____________________________________ Notary Public for __________________ My commission expires ______________ STATE OF ______________) ): SS COUNTY OF _____________) THE FOREGOING INSTRUMENT was acknowledged before me this ____ day of ______________, 2001 by _____________________, the _______________ of BANK ONE, NA, a national banking association, as Agent, on behalf of said association. _______________________________________ Notary Public for _____________ County My Commission expires _________________