WHEREAS, as a condition precedent to the making of the Loans by the Banks under
the Credit Agreement, the Grantor is required to execute and deliver this
Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the Grantor agrees, for the benefit of each of the Banks,
as follows:
1.
Amendment of Section 1.1.
The term "Deposit Account" in Section
1.1 of the Security Agreement is hereby amended in its entirety to read as
follows:
""Deposit Accounts" is defined in clause (f) of Section 2.1."
2.
AMENDMENT OF SECTION 2.1.
SECTION 2.1 OF THE SECURITY AGREEMENT
IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
"SECTION 2.1.
GRANT OF SECURITY.
GRANTOR HEREBY ASSIGNS AND PLEDGES TO AGENT
FOR ITS BENEFIT AND THE BENEFIT OF EACH OF THE BANKS, AND HEREBY GRANTS TO
AGENT, FOR ITS BENEFIT AND THE BENEFIT OF EACH OF THE BANKS, A SECURITY INTEREST
IN ALL OF THE FOLLOWING PERSONAL PROPERTY OF GRANTOR, WHEREVER LOCATED, WHETHER
NOW OR HEREAFTER EXISTING OR ACQUIRED (THE "COLLATERAL"):
(A)
ALL "EQUIPMENT" AS DEFINED IN THE U.C.C. IN ALL OF ITS FORMS,
INCLUDING WITHOUT LIMITATION, ALL MACHINERY, MANUFACTURING, DISTRIBUTION,
SELLING, DATA PROCESSING AND OFFICE EQUIPMENT, ASSEMBLY SYSTEMS, TOOLS, MOLDS,
DIES, FIXTURES, APPLIANCES, FURNITURE, FURNISHINGS, VEHICLES, TRADE FIXTURES,
AND OTHER TANGIBLE PERSONAL PROPERTY (OTHER THAN INVENTORY), AND ALL PARTS
THEREOF AND ALL ACCESSIONS, ADDITIONS, ATTACHMENTS, IMPROVEMENTS, SUBSTITUTIONS
AND REPLACEMENTS THERETO AND THEREFOR (ANY AND ALL OF THE FOREGOING BEING THE
"EQUIPMENT");
(B)
ALL "INVENTORY" AS DEFINED IN THE U.C.C. IN ALL OF ITS FORMS,
INCLUDING BUT NOT LIMITED TO:
(I)
ALL GOODS, MERCHANDISE AND OTHER PERSONAL PROPERTY FURNISHED OR
TO BE FURNISHED UNDER ANY CONTRACT OF SERVICE OR INTENDED FOR SALE OR LEASE, ALL
CONSIGNED GOODS AND OTHER ITEMS WHICH HAVE PREVIOUSLY CONSTITUTED EQUIPMENT BUT
ARE THEN CURRENTLY BEING HELD FOR SALE OR LEASE IN THE ORDINARY COURSE OF
GRANTOR'S BUSINESS, ALL RAW MATERIALS AND WORK IN PROCESS THEREFOR, FINISHED
GOODS THEREOF, AND ALL OTHER MATERIALS AND SUPPLIES OF ANY KIND, NATURE OR
DESCRIPTION USED OR CONSUMED IN THE MANUFACTURE, PRODUCTION, PACKING, SHIPPING,
ADVERTISING, FINISHING OR SALE THEREOF;
(II)
ALL GOODS IN WHICH GRANTOR HAS AN INTEREST IN MASS OR A JOINT OR
OTHER INTEREST OR RIGHT OF ANY KIND (INCLUDING GOODS IN WHICH GRANTOR HAS AN
INTEREST OR RIGHT AS CONSIGNEE); AND
(III)
ALL GOODS WHICH ARE RETURNED TO OR REPOSSESSED BY GRANTOR;
2
and all accessions thereto, products thereof and documents therefore (any and
all such inventory, materials, goods, accessions, products and documents being
the "Inventory");
(C)
ALL "ACCOUNTS", "CHATTEL PAPER", "DOCUMENTS", AND "INSTRUMENTS" AS
DEFINED IN THE U.C.C., WHETHER OR NOT ARISING OUT OF OR IN CONNECTION WITH THE
SALE OR LEASE OR OTHER DISPOSITION OF GOODS OR THE RENDERING OF SERVICES, AND
ALL RIGHTS OF GRANTOR NOW OR HEREAFTER EXISTING IN AND TO ALL SECURITY
AGREEMENTS, GUARANTIES, LEASES AND OTHER CONTRACTS SECURING OR OTHERWISE
RELATING TO ANY SUCH ACCOUNTS, CONTRACTS, CONTRACT RIGHTS, CHATTEL PAPER,
DOCUMENTS AND INSTRUMENTS (ANY AND ALL SUCH