EXHIBIT 10.5
SECOND AMENDMENT TO SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECURITY AGREEMENT is entered into as of this 1st
day of February, 2000 ("Second Amendment to Security Agreement"), by and among
▇▇▇▇▇▇▇▇ COMMERCIAL CORPORATION, a Delaware corporation ("Grantor" or
"Borrower"), and FLEET NATIONAL BANK ("Fleet"), as administrative agent (in such
capacity, together with its successors in such capacity, the "Administrative
Agent") for the Secured Parties (as defined in the Credit Agreement referred to
below), with reference to the following facts and circumstances:
PRELIMINARY STATEMENTS
(1) Borrower, certain other Grantors and Fleet have entered into that
certain Security Agreement, dated May 1, 1998 (the "Original Security
Agreement"), pursuant to which Grantors granted to the Secured Parties
a security interest in certain Collateral described therein, in
connection with, and to secure the obligations of the Grantors arising
under, that certain Credit Agreement, dated as of May 1, 1998, as
amended, modified or supplemented from time to time (the "Credit
Agreement"), by and between Borrower, Fleet and certain banks,
financial institutions and other institutional lenders. Unless
otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to such terms in the Credit Agreement.
(2) Pursuant to the Credit Agreement, Borrower shall pledge sixty-five
percent (65%) of the stock of the each Foreign Subsidiary held by it
to Fleet to secure the Secured Obligations (as defined in the Original
Security Agreement).
(3) Fleet and the Borrower desire to amend the Original Security Agreement
on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Fleet and the Borrower hereby
agree as follows:
1. Schedule I to the Security Agreement is hereby deleted in its entirety
and Schedule I attached to this Second Amendment is substituted therefor. From
and after the date hereof, the term "Pledged Shares" as used in the Original
Security Agreement shall include the Shares listed on Schedule I hereto, the
term "Pledged Debt" as used in the Original Security Agreement shall include the
debt listed on Schedule I hereto, and the term "Security Agreement" as used in
the Loan Documents shall mean and include the Original Security Agreement as
amended by the First Amendment to Security Agreement and Consent, dated as of
October 26, 1998 (the "First Amendment to Security Agreement") and by this
Second Amendment to Security Agreement.
2. Borrower hereby grants to Administrative Agent a security interest in
the Pledged Shares and certificates representing the Pledged Shares and the
Pledged Debt and the Intercompany Note representing the Pledged Debt.
3. Except as expressly modified by the First Amendment to Security
Agreement and this Second Amendment to Security Agreement, the Original Security
Agreement shall remain in full force and effect, without modification or
impairment.
4. THIS SECOND AMENDMENT TO SECURITY AGREEEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES). THE UNDERSIGNED HEREBY IRREVOCABLY
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, IN EQUITY OR AT LAW) ARISING OUT
OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF
ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.
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IN WITNESS WHEREOF, the parties to this Second Amendment to Security
Agreement have caused it to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above written.
"BORROWER"
CHANNEL COMMERCIAL CORPORATION, a Delaware
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Chief Financial Officer
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"FLEET"
FLEET NATIONAL BANK, as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ So
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Its: Assistant Vice President
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SCHEDULE I
PLEDGED SHARES
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Class Stock Certificate Number Percentage of
Pledged Entity of Stock Number(s) of Shares Outstanding Shares
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▇.▇. ▇▇▇▇▇▇▇ Ordinary shares T1 6,500,000
(Holdings) Limited of 1 ▇▇▇▇▇ each 65%
Ordinary shares T2 97,500
of 1.00 each
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CC Holdings, Inc. Common 1 1,000 100%
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PLEDGED DEBT
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Initial
Pledged Instrument Principal Amount Issue Date
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Intercompany Note made by ▇.▇. ▇▇▇▇▇▇▇ $8,000,000 February 1, 2000
(Holdings) Limited
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