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Home My WebLink About931100 RECEIVED 7/9/2007 at 4:53 P~ RECEIVING # 931100 BOOK: 665 PAGE: 108 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY RECORDING REQUESTED BY A NT) WHF.N R Rf'flRmm M Å IT. TO· CSC P.O. Box 5828 Tallahassee, FL 32314 (800) 342-8086 Re: Simrnons-SLC, LLC 515 South 700 East, Suite lC Salt Lake City, Utah 84102 Premises Location: Lincoln County, Wyoming Cross Reference: Book 609, Pages 125-139 Book 617, Pages 417-421 Space above this line for recorder's use only SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING This SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING, dated as <1----. "Jõlìe, ~, 2007 (this "Amendment"), by and from SIMMONS-SLC, LLC, a Utah limited liability company ("Mortgagor"), to for the benefit of GOLDMAN SACHS.--- SPECIALTY LENDING GROUP, L.P., as Agent and sole Lead Arranger (in such capacity, together with its successors, "Agent" or "Mortgagee"). RECITALS: WHEREAS, Mortgagor and Mortgagee are parties to that Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated as of September 26, 2005, O:fM"''' 00 . e;,J d .,y,. .~ ;JI recorded in Book 609, Pages 125 through 139, in the records of the Recorder of Lincoln County, Wyoming, as amended by that certain First Amendment to Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated as of April 6, 2006, recorded in Book 617, Pages 417 through 421 (as amended, the "Mortgage"), executed in connection with that certain Credit and Guaranty Agreement, dated as of December 23,2004 by and among Mortgagor, the Borrowers named therein, including Simmons Media Group, LLC ("Borrowers"),certain Subsidiaries of Borrowers, as Guarantors, the Lenders party thereto from time to time, and Mortgagee, as Agent and sole Lead Arranger (the "Credit Agreement"), the terms defined therein and not otherwise defined herein being used herein as therein defined; WHEREAS, Mortgagor, Borrowers, Agent and certain other parties entered into that certain Waiver and First Amendment to Credit and Guaranty Agreement, dated as of March 14, 2005, that certain Waiver and Second Amendment to Credit and Guaranty Agreement dated as of August 4, 2005, that certain Third Amendment to Credit and Guaranty Agreement dated August 4, 2005, that certain Fourth Amendment to Credit and Guaranty Agreement dated January 6, 2006, that certain Fifth Amendment to Credit and Guaranty Agreement dated March 31, 2006, as amended and restated pursuant to that certain Amended and Restated Credit and Guaranty Agreement dated April 6, 2006, as further amended by that certain Limited Waive~ and First Amendment to Amended and Restated Credit and Guaranty Agreement dated October 27, 2006, as further amended by that certain Second Amendment to Amended and Restated Credit and Guaranty Agreement dated December 22, 2006, as further amended by that certain Limited Waiver and Third Amendment to Amended and Restated Credit and Guaranty Agreement dated February 19, 2007, and are simultaneously with the execution hereof entering into that certain Consent and Fourth Amendment to Amended and Restated Credit and Guaranty Agreement (collectively, as the same may be amended, recast, restated, renewed, replaced or extended from time to time, the "Amended Credit Agreement"), in order to amend and restate certain terms and conditions of the loan described therein; WHEREAS, Mortgagor and Agent intend that the Amended Credit Agreement continue to be secured by the Mortgage, as amended hereby. All capitalized terms not defined herein shall have the meaning given in the Amended Credit Agreement. NOW, THEREFORE, for and in consideration of the premises, Ten and No/100 Dollars ($10.00) cash in hand paid by Mortgagor to Agent, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor and Agent, intending to be legally bound, hereby modify and amend the Mortgage as follows: 1. All references in the Mortgage to the Credit Agreement shall be deemed to include and refer to the Amended Credit Agreement. 2. G [J ?" ·oJ ~J 0,- I"!' '" ... '. \ ' , . I ,II" '¡~ .t":! II ~ ..1.' .t)' .-~I....4.," The second "WHEREAS" paragraph appearing on page one (1) of the Mortgage is hereby deleted in its entirety and the following paragraph is substituted in lieu thereof: \ "WHEREAS, under the Credit Agreement, Agent has made: 1) two Term Loan Commitments collectively, Term A Loan Commitment in the maximum aggregate principal amount of $67,500,000.00 and Term B Loan Commitment in the maximum aggregate principal amount of $5,000,000.00; and 2) a Revolving Commitment in the maximum aggregate principal amount of $7,500,000.00." 3. Except as amended hereby, the Mortgage shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. Mortgagor hereby acknowledges that it does not have any claim of offset, defense, or cause of action against Agent or Lenders which would impair or in anyway reduce or diminish its liability to Agent or Lenders pursuant to the Credit Agreement, the Amended Credit Agreement, Mortgage, this Amendment, or any of the other loan documents executed in connection therewith and that it does not have any claim or cause of action of any nature, including, without limitation, any claim based upon any act or omission of Agent relating to the Loan or the administration thereof against Agent. This Amendment shall not constitute a novation of the Credit Agreement, Mortgage or any of the other loan documents executed in connection therewith. 4. This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one and the same document. F'i>. n'ß1,1..~.l -t\.:;., ..... IN WITNESS WHEREOF, Mortgagor and Agent have on the date set forth in the acknowledgment hereto, effective as of the date first above written, caused this instrument to be duly execut~d and delivered by authority duly given. SIMMONS-SLC, LLC, a Utah limited liability company ~~e:b~~M~ Title: -N.~ STATE OF UTAH ) ) ss. COUNTY OF <&J.(l1f{U:W.6) The foregoing instrument was acknowledged before me this ~day of ~-,J¡' , 2007 by 6k-tt..6 W. ~1\rVtS , who did affinn that he/she is the an authorized representative of Simmons-SLC, LLC, a Utah limited liability company, for the purposes of executing the foregoing instrument. NOTARY~ -- ment of Agent Appears on Following Page] .0."".,"'<1' 12- 1S·t'L~ . GOLDMAN SACHS SPECIALTY LENDING ::OUP'~øv-- Name: - ~tAven Pluss Title: Senior Vice President STATEOFJŒfA.Ç ) 11/', , I (,r ) 88. COUNTY OF ~ ) ..J The foregoing i}1S¡~II}~~~ ~. j,cJcnowledged before me this ~y of IVJ(> I 2007 by~, who did affirm that he/she is the authorized representative of Goldman Sachs Specialty Lending Group, L.P. allMEJH CA8MI. My CommIIIIøn__ ....,.. 6. 2CIØf Amend to WY mort.. . Simmons 8LC . 00ldmanl8immons . 65740.2