Prepared by and Return To:
Geoffrey G. Young
Witt, Gaither & Whitaker, P.C.
1100 American National Bank Building
Chattanooga, Tennessee 37402
FIRST AMENDMENT TO DEED TO SECURE DEBT AND
SECURITY AGREEMENT
STATE OF GEORGIA
COUNTY OF TROUP
THIS FIRST AMENDMENT DEED TO SECURE DEBT AND
SECURITY AGREEMENT (hereinafter referred to as this
"Amendment"), made this the 10th day of August, 1995,
between SIGNAL APPAREL COMPANY, INC. (hereinafter
referred to as "BORROWER"), an Indiana corporation, as
Grantor, and WALSH GREENWOOD & CO. (hereinafter
referred to as "WALSH GREENWOOD"), as
Grantee, whose address is One East Putnam
Avenue, Greenwich, Connecticut 06830.
WITNESSETH:
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THIS AMENDMENT IS TO BE FILED AND INDEXED IN THE REAL
ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF
FINANCING STATEMENTS. THE NAMES OF THE DEBTOR AND THE
SECURED PARTY, THE MAILING ADDRESS OF THE SECURED
PARTY FROM WHICH INFORMATION CONCERNING THE SECURITY
INTEREST MAY BE OBTAINED, THE MAILING ADDRESS OF THE
DEBTOR AND A STATEMENT INDICATING THE TYPES, OR
DESCRIBING THE ITEMS, OF COLLATERAL, ARE AS
DESCRIBED IN PARAGRAPH 1.08 OF THE DEED TO SECURE DEBT
AND SECURITY AGREEMENT RECORDED IN BOOK 689 BEGINNING AT
PAGE 21 IN THE OFFICE OF THE SUPERIOR COURT CLERK OF
TROUP COUNTY, GEORGIA, IN COMPLIANCE WITH THE
REQUIREMENTS OF ARTICLE 9, SECTION 402(4) OF THE
UNIFORM COMMERCIAL CODE, SECTION 11-9-402(4) OF THE
OFFICIAL CODE OF GEORGIA ANNOTATED.
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WHEREAS, the parties entered a Credit Agreement,
dated as of March 31, 1995, pursuant to which Walsh
Greenwood agreed to loan to Borrower a maximum principal
amount of $15,000,000 (the "Credit Agreement"), which
borrowing was evidenced by a Term Promissory Note in the
face amount of $15,000,000 (the "Note"); and
WHEREAS, all obligations of Borrower under the Credit
Agreement and the Note were secured by a Deed to Secure
Debt and Security Agreement recorded in Book 689 beginning
at Page 21 in the Office of the Superior Court Clerk of
Troup County, Georgia (the "Deed"); and
WHEREAS, the parties have executed a First Amendment
to Credit Agreement, dated as of August 10, 1995 (the
"Amendment"), by which, among other things, the Credit
Agreement was amended to increase the maximum borrowing
amount to $20,000,000 and pursuant to which Borrower has
executed and delivered to Walsh Greenwood a Replacement
Promissory Note in the face amount of $20,000,000 (the
"Replacement Note") which replaces the Note; and
WHEREAS, the parties desire to amend the Deed to
reflect the terms of the Amendment and the additional
borrowing under the Replacement Note.
NOW, THEREFORE, for and in consideration of the
foregoing, the parties agree as follows:
1. The Credit Agreement shall be amended in
accordance with the terms of the Amendment.
2. The Deed shall be amended to reflect the terms
of the Amendment, including the increase of the maximum
principal amount of authorized borrowing to $20,000,000.
3. All references in the Deed to the Credit
Agreement shall mean the Credit Agreement as amended by the
Amendment.
4. All references in the Deed to the Note shall
mean the Replacement Note.
5. All references to a maximum principal amount of
borrowing of $15,000,000 shall be amended to reference a
maximum principal amount of borrowing of $20,000,000.
6. The Deed as amended hereby refers to the real
property described on Exhibit A hereto.
7. The name and address of the Borrower is changed
to: Signal Apparel Company, Inc., P. O. Box 4296,
Manufacturers Road, Chattanooga, Tennessee 37405, and
Schedule 2 to the Deed is amended as provided on Exhibit B
hereto.
8. All provisions of the Deed not amended hereby
shall remain in full force and effect.
IN WITNESS WHEREOF, Borrower has executed this
Deed under seal the day and year first above written.
Signed, sealed and delivered SIGNAL APPAREL COMPANY, INC.,
in the presence of: an Indiana corporation
/s/Geoffrey G. Young Name:/s/William H. Watts
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Title: CFO
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/s/Pamela B. Clingan
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Notary Public Name: /s/Robert J. Powell
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(NOTARY SEAL) Title: Secretary
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My Commission Expires: (CORPORATE SEAL)
5/18/99
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EXHIBIT A
PROPERTY DESCRIPTION
All that tract or parcel of land containing 30.944 acres,
more or less, situate lying and being in the City
of LaGrange, Troup County, Georgia, and more
particularly described as follows:
COMMENCING at a point marking the Northeast corner of the
intersection of Whitesville Street and Industrial Drive
in the City of LaGrange, and from said point of
commencement running thence East along the North margin
of Industrial Drive for a distance of 870 feet to an iron
pin which is the POINT OF BEGINNING of the tract of land
herein conveyed; thence continuing North for a distance
of 488.36 feet to an iron pin; thence North 88 28' West
for a distance of 151.86 feet to an iron pin; thence North
00 50' East for a distance of 923.04 feet to an iron pin
located on the South margin of Webster Street; thence South 88
28' East along the South margin of Webster Street for a distance
of 373.80 feet to an iron pin; thence South 01 32' West for a
distance of 210.0 feet to an iron pin; thence South 88 28' East
for a distance of 239.42 feet to an iron pin; thence South 01
32' West for a distance of 24.18 feet to an iron pin;
thence South 88 28' East for a distance of 334.00 feet
to an iron pin; thence South 04 37' East for a distance
of 234.00 feet to an iron pin; thence South 83 39' East
for a distance of 150.00 feet to an iron pin; thence
South 28 29' East for a distance of 328.63 feet to an
iron pin; thence South 27 56' East for a distance of
347.99 feet to an iron pin located on the North margin
of Industrial Drive; thence South 78 58' 50" West along
the North margin of Industrial Drive for a distance of
126.57 feet to an iron pin; thence along the arc of a
curve having a chord bearing of South 74 52' 50" West
for a distance of 186.74 feet to an iron pin; thence
continuing along Industrial Drive along the arc of a
curve having a chord bearing of South 57 41' 40" West
for a distance of 319.70 feet to an iron pin; thence
along the arc of a curve having a chord bearing of
South 71 46' 00" West for a distance of 187.35 feet to
an iron pin; thence along the arc of a curve having a
chord bearing of South 85 51' West for a distance of
100.79 feet to an iron pin; thence West along the North
margin of Industrial Drive for a distance of 435.36
feet to an iron, which is the Point of Beginning.
This is the same tract of land as shown on a plat of
survey prepared by J. Hugh Camp, Professional Land
Surveyor, on October 1, 1968, a copy of which is recorded
in Plat Book 7, Page 97, of the Deed Records of Troup
County, Georgia, and which plat as so recorded is, by
reference, incorporated herein and made a part hereof.
This conveyance is subject to all easements of record
as shown and recorded in Plat Book 7, Page 97, Records of
Troup County, Georgia.
EXHIBIT B
SCHEDULE 1
(DESCRIPTION OF "DEBTOR" AND "SECURED PARTY")
A. DEBTOR:
1. Name and Identity of
Corporate Structure: an Indiana corporation.
2. The principal place of business
of Debtor in the State of Georgia is located at
c/o CT Corporation System, Suite 1240, 1201
Peachtree Street, N. E., Atlanta, Georgia
30361.
3. Debtor has only place of business in
the State of Georgia, on the Premises.
4. Debtor has been using or operating
under said name and identity without
change since February 11, 1987.
B. Secured Party: Walsh Greenwood & Co..
SCHEDULE 2
(Notice Mailing Addresses of "DEBTOR" and "SECURED PARTY")
A. The mailing address of Debtor is:
Signal Apparel Company, Inc.
P.O. Box 4296
Manufacturers Road
Chattanooga, TN 37405
B. The mailing address of Secured Party
is:
Walsh Greenwood & Co.
One East Putnam Avenue
Greenwich, CT. 06830
AFFIDAVIT OF
INTANGIBLE RECORDING TAX APPORTIONMENT
BASED UPON INCREASED AMOUNT OF LOAN
STATE OF CONNECTICUT)
COUNTY OF FAIRFIELD)
Personally appeared before me, the undersigned
officer duly authorized to administer oaths in the
foregoing state and county, Paul R. Greenwood, who,
first being duly sworn, deposes and says on oath as
follows:
1. I am the Managing General Partner of
Walsh Greenwood & Co. ("WALSH GREENWOOD"), and in such capacity
I am authorized to make this Affidavit on behalf of
Walsh Greenwood. This Affidavit is given pursuant to O.C.G.A
Section 48-6-69.
2. The principal place of business of Walsh
Greenwood is outside the state of Georgia.
3. In March 1995, Walsh Greenwood made, executed
and delivered a loan ("LOAN") to Signal Apparel Company,
Inc. (the "BORROWER") in the aggregate principal
amount of $15,000,000.00, secured by a Deed to
Secure Debt and Security Agreement recorded at Book
689, Page 21 of the Office of the Superior Court of
Troup County, Georgia (the "Deed to Secure Debt").
Georgia intangible recording tax was paid based on the
maximum tax payable under O.C.G.A. 486-61, as prorated
according to the value of the real property locatd
within the state of Georgia.
4. Subsequently, Walsh Greenwood increased the
amount of the Loan to the Borrower secured by the Deed to
Secure Debt to $20,000,000.00, and has filed the First
Amendment to Deed to Secure Debt and Security Agreement
attached hereto (the "Amendment").
5. The Amendment is secured by
instruments encumbering properties located within and without the
state of Georgia.
6. To the best of the knowledge of the affiant on
the basis of an Affidavit from the Borrower, the value of
the real property within Georgia securing the Loan and the
value of the real property outside Georgia securing the
Loan are as follows:
STATE $ VALUE % VALUE
Georgia 1,320,900.00 34.88
Indiana 1,109,000.00 29.29
Tennessee 1,356,700.00 35.83
TOTAL 3,786,600.00 100.00
7. The amount of intangible tax otherwise
payable (i.e., without apportionment) with respect to the
total indebtedness would be Twenty-five Thousand
Dollars ($25,000.00), the maximum amount of intangibles tax
payable under O.C.G.A. 48-6-61.
8. The total amount of intangible tax therefore
due in the state of Georgia, based upon that proportion of
the tax which would otherwise be required under this
article that the value of the real property within Georgia
bears to the total value of all the real property within
or outside Georgia as described in the security
instrument is Eight Thousand Seven Hundred Twenty
Dollars ($8,720.00).
9. In connection with the recording of the
initial Deed to Secure Debt, the sum of $8,720.00 was
paid as an intangible recording tax.
10. Because the total amount of intangible
recording tax otherwise due on the initial Deed to
Secure Debt exceeded the maximum amount of intangible
tax payable, and this amount has already been paid,
there is no further intangible tax due.
Further, this affiant sayeth not.
This 10th day of August, 1995.
WALSH GREENWOOD & CO.
/s/Paul R. Greenwood
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Paul R. Greenwood
Title: Managing General
Partner
Sworn to and subscribed before me this
10th day of August, 1995
/s/Pamela B. Clingan
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Notary Public
(NOTARY SEAL)
My Commission Expires: 5/18/99
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TROUP COUNTY GEORGIA
FILED IN OFFICE
'95 SEP 8 AM 10 34
DEED BOOK 701 PAGE 429
RAMONA S. WARD
CLERK OF SUPERIOR COURT