New York, except to the extent that the validity or perfection of the
security interests hereunder, or remedies hereunder, in respect of any
particular Collateral are governed by the laws of a jurisdiction other than the
state of New York.
(g)
Amendment and Restatement.
This Security Agreement amends and
restates in its entirety the Existing Security Documents, and all of the terms
hereof shall supercede the terms and provisions thereof. This Security Agreement
renews and extends all Liens existing by virtue of the Existing Security
Documents, but the terms, provisions and conditions of such Liens shall
hereafter be governed in all respects by this Security Agreement.
H-8
IN WITNESS WHEREOF, the parties hereto have caused this Second Security
Agreement to be duly executed as of the date first above written.
[SIGNATURES OF GRANTOR AND SECURED PARTY]
H-9
SCHEDULE I
EXISTING SECURITY DOCUMENTS
[To be provided.]
H-10
SCHEDULE II
UCC FILING LOCATIONS
[Grantor to provide.]
H-11
QuickLinks
Exhibit 10.54
TABLE OF CONTENTS
AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT
INTRODUCTION
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
ARTICLE II CREDIT FACILITIES
ARTICLE III CONDITIONS OF LENDING
ARTICLE IV REPRESENTATIONS AND WARRANTIES
ARTICLE V AFFIRMATIVE COVENANTS
ARTICLE VI NEGATIVE COVENANTS
ARTICLE VII EVENTS OF DEFAULT; REMEDIES
ARTICLE VIII THE GUARANTY
ARTICLE IX THE AGENT
ARTICLE X MISCELLANEOUS
EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT B Form of Compliance Certificate
EXHIBIT C
EXHIBIT D
EXHIBIT E - Form of Subordinated Note
EXHIBIT F FORM OF SECOND MORTGAGE AMENDMENT
AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT
Exhibit A
EXHIBIT G FORM OF SECOND PLEDGE AGREEMENT
SCHEDULE I EXISTING SECURITY DOCUMENTS
SCHEDULE II PLEDGED COLLATERAL
EXHIBIT H - Form of Second Security Agreement
SCHEDULE I EXISTING SECURITY DOCUMENTS
SCHEDULE II UCC FILING LOCATIONS