EXHIBIT 10.2
SECOND AMENDMENT TO SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECURITY AGREEMENT (this "AMENDMENT") dated
November 17, 2004, is by and among APPLICA INCORPORATED (the "BORROWER"), a
Florida corporation, each of Borrower's subsidiaries identified on the signature
pages hereof (each individually a "GUARANTOR" and collectively the "GUARANTORS";
the Guarantors together with the Borrower, individually a "CREDIT PARTY" and
collectively the "CREDIT PARTIES"), and BANK OF AMERICA, N.A., in its capacity
as collateral and administrative agent (together with its successors in such
capacity, "AGENT") for certain financial institutions ("LENDERS") as are parties
from time to time to that certain Amended and Restated Credit Agreement dated as
of the date hereof, among such Lenders, the Agent, Borrower, Guarantor and
Applica Canada Corporation, which amends and restates that certain Credit
Agreement dated as of December 28, 2001 among the Agent, the various financial
institutions party from time to time thereto as lenders, Borrower, Guarantors,
and Applica Canada Corporation (as at any time further amended, the "Credit
Agreement"). Terms used herein but not otherwise defined herein shall have the
meanings provided to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Credit Parties and the Agent are parties to that certain
Security Agreement, dated as of December 28, 2001, as amended by that certain
Fourth Amendment to Credit Agreement and First Amendment to Security Agreement
dated May 28, 2004, (as further amended, modified, supplemented, extended or
restated from time to time, the "SECURITY AGREEMENT");
WHEREAS, in connection with the amendment and restatement of the Credit
Agreement, the parties hereto desire to amend certain terms of the Security
Agreement as set forth in this Amendment;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Security Agreement is hereby amended by deleting Schedule I,
Schedule II, Schedule III and Schedule IV to the Security Agreement and by
substituting in lieu thereof Schedule I, Schedule II, Schedule III and Schedule
IV attached hereto.
2. The effectiveness of this Amendment is subject to the satisfaction
of each of the following conditions (in form and substance reasonably
satisfactory to the Agent):
(a) The Agent shall have received executed counterparts of this
Amendment duly executed by the Credit Parties and the Agent;
(b) The Agent shall have received such additional agreements,
certificates or documents as it may reasonably request in
connection with this Amendment.
3. The Credit Parties represent and warrant to the Agent and the
Lenders that (i) the representations and warranties of the Credit Parties set
out in the Security Agreement, as amended by this Amendment, are true and
correct as of the date hereof (except those which expressly relate to an earlier
period) and (ii) no event has occurred and is continuing which constitutes a
Default or Event of Default.
4. The Guarantors (i) acknowledge and consent to all of the terms and
conditions of this Amendment, (ii) affirm all of their obligations under the
Loan Documents and (iii) agree that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge the Guarantors'
obligations under the Credit Agreement or the other Loan Documents.
5. The Credit Parties hereby represent and warrant to the Agent and the
Lenders as follows:
(i) Each Credit Party has taken all necessary action to
authorize the execution, delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by
the Credit Parties and constitutes each of the Credit Parties' legal,
valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution,
delivery or performance by any Credit Party of this Amendment.
6. Except as modified hereby, all of the terms and provisions of the
Security Agreement (including Schedules and Exhibits), and the obligations of
the Credit Parties under the Security Agreement, are hereby ratified and
confirmed and shall remain in full force and effect.
7. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
8. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State of New
York.
2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
"BORROWER"
APPLICA INCORPORATED
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
"GUARANTORS"
APPLICA CONSUMER PRODUCTS, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
HP DELAWARE, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
HP AMERICAS, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
3
HPG LLC
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
HP INTELLECTUAL CORP.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
WD DELAWARE, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
WINDMERE HOLDINGS CORPORATION
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
APPLICA MEXICO HOLDINGS, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
"AGENT"
BANK OF AMERICA, N.A., as Agent
By: /s/ XXXXX XXXXXXXX
-----------------------------------
Title: Senior Vice President
4
