EXHIBIT 10.48
TABLE OF CONTENTS
ARTICLE I SECURITY INTERESTS
1.1
GRANT OF SECURITY INTERESTS
1.2
POWER OF ATTORNEY
ARTICLE II GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1
CHIEF EXECUTIVE OFFICE/INVENTORY AND EQUIPMENT LOCATIONS
2.2
STATE OF INCORPORATION
2.3
TRADE NAMES; CHANGE OF NAME
ARTICLE III PROVISIONS CONCERNING ALL COLLATERAL
3.1
PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY
3.2
WAREHOUSE RECEIPTS NON-NEGOTIABLE; THIRD-PARTY ACKNOWLEDGMENTS
3.3
FURTHER ACTIONS
3.4
FINANCING STATEMENTS
ARTICLE IV REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT
4.1
REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT
4.2
REMEDIES; DISPOSITION OF THE COLLATERAL
4.3
WAIVER OF CLAIMS
4.4
APPLICATION OF PROCEEDS
4.5
REMEDIES CUMULATIVE
4.6
DISCONTINUANCE OF PROCEEDINGS
ARTICLE V INDEMNITY
5.1
INDEMNITY
5.2
INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL
ARTICLE VI DEFINITIONS
ARTICLE VII MISCELLANEOUS
7.1
NOTICES
7.2
WAIVER; AMENDMENT
7.3
OBLIGATIONS ABSOLUTE
7.4
SUCCESSORS AND ASSIGNS
7.5
HEADINGS DESCRIPTIVE
7.6
SEVERABILITY
7.7
GOVERNING LAW
7.8
EACH GUARANTOR'S DUTIES
7.9
TERMINATION; RELEASE
7.10
COUNTERPARTS
7.11
THE ADMINISTRATIVE AGENT
ARTICLE VIII
ANNEX A
SCHEDULE OF CHIEF EXECUTIVE OFFICES
ANNEX B
SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS
ANNEX C
SCHEDULE OF TRADE, FICTITIOUS AND OTHER NAMES
SUBSIDIARY GUARANTOR SECURITY AGREEMENT
THIS SUBSIDIARY GUARANTOR SECURITY AGREEMENT (this "Agreement"), dated as of
October 12, 2001, is among the undersigned (each an "Guarantor" and, together
with any other entity that becomes party hereto pursuant to Section 7.13 hereof,
collectively, the "Guarantors"), BANKERS TRUST COMPANY, as administrative agent
(the "Administrative Agent") and U.S. BANK NATIONAL ASSOCIATION ("US Bank") for
the benefit of (i) the Lenders and the Agent under the Credit Agreement
hereinafter referred to (such Lenders and the Agent are hereinafter called the
"Bank Creditors"), (ii) if one or more Lenders (or any Affiliate thereof) enter
into one or more (A) interest rate protection agreements (including, without
limitation, interest rate swaps, caps, floors, collars and similar agreements),
(B) foreign exchange contracts, currency swap agreements or other similar
agreements or arrangements designed to protect against the fluctuations in
currency values and/or (C) other types of hedging agreements from time to time
(collectively, the "Interest Rate Protection or Other Hedging Agreements") with,
or guaranteed by, Borrower, any such Lender or Lenders or any Affiliate of such
Lender or Lenders (even if the respective Lender subsequently ceases to be a
Lender under the Credit Agreement for any reason) so long as any such Lender or
Affiliate participates in the extension of such Interest Rate Protection or
Other Hedging Agreements and their subsequent assigns, if any (collectively, the
"Other Creditors") and (iii) US Bank as lender under the US Bank Letter of
Credit Facility (as defined below) (the "LC Creditor" and, together with the
Other Creditors and the Bank Creditors, hereinafter called the "Secured
Creditors").
Except as otherwise defined herein, terms used herein and defined
in the Credit Agreement (as hereinafter defined) shall be used herein as so
defined.
W I T N E S S E T H :
WHEREAS, BMC Industries, Inc. (the "Borrower"), the financial institutions (the
"Lenders") from time to time party thereto and Bankers Trust Company, as
Administrative