Exhibit 10.2
SECURITY AGREEMENT
by
PACIFIC SUNWEAR OF CALIFORNIA, INC.,
as Lead Borrower
and
THE OTHER BORROWERS AND GUARANTORS PARTY HERETO
FROM TIME TO TIME
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent
Dated as of April 7, 2016
Table of Contents Omitted
Exhibit 1
Form of Securities Pledge Agreement
SCHEDULE I
Intercompany Notes
SCHEDULE II
Filings, Registrations and Recordings
SCHEDULE III
Pledged Interests
-i-
THIS SECURITY AGREEMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THE
INTERCREDITOR AGREEMENT (AS DEFINED IN THE CREDIT AGREEMENT) TO THE EXTENT
PROVIDED IN SECTION 9.14 OF THIS SECURITY AGREEMENT.
SECURITY AGREEMENT
SECURITY AGREEMENT dated as of April 7, 2016 (as amended, restated, supplemented
or otherwise modified from time to time in accordance with the provisions
hereof, this "Security Agreement") made by (i) PACIFIC SUNWEAR OF CALIFORNIA,
INC., a California corporation having an office at 3450 Miraloma Ave., Anaheim,
California 92806, as a debtor and a debtor-in-possession, for itself and as lead
borrower for the other Borrowers (the "Lead Borrower"), (ii) THE OTHER BORROWERS
LISTED ON THE SIGNATURE PAGES HERETO, each as a debtor and a
debtor-in-possession (together with the Lead Borrower, the "Original Borrowers")
OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the
"Additional Borrowers," and together with the Original Borrowers, the
"Borrowers"), and (iii) ANY GUARANTORS FROM TIME TO TIME PARTY HERETO BY
EXECUTION OF A JOINDER AGREEMENT (each an "Additional Guarantor," and together
with any existing Additional Guarantor(s), the "Guarantors"), as pledgors,
assignors and debtors (the Borrowers, together with the Guarantors, in such
capacities and together with any successors in such capacities, the "Grantors,"
and each, a "Grantor"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION,
having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108,
in its capacity as collateral agent for the Credit Parties (as defined in the
Credit Agreement defined below) pursuant to the Credit Agreement, as pledgee,
assignee and secured party (in such capacities and together with any successors
in such capacities, the "Collateral Agent").
R E C I T A L S :
A.
The Grantors, the Collateral Agent, Wells Fargo Bank, National
Association, as Administrative Agent, and the Lenders party thereto, among
others, have, in connection with the execution and delivery of this Security
Agreement, entered into that certain Debtor-In-Possession Credit Agreement dated
as of the date hereof (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement").
B.
The Borrowers and the Guarantors will receive substantial benefits from
the execution, delivery and performance of the Obligations and the Guaranteed
Obligations and each is, therefore, willing to enter into this Security
Agreement.
C.
This Security Agreement is given by each Grantor in favor of the
Collateral Agent for the benefit of the Credit Parties to secure the payment and
performance of all of the Secured Obligations (as hereinafter defined).
D.
It is a condition to the obligations of the Lenders to make the Loans
under the Credit Agreement and