Exhibit 10.3
SECURITY AGREEMENT SUPPLEMENT
March 17, 2005
JPMorgan Chase Bank, N.A.
as the Administrative Agent for the
Secured Parties referred to in the
Credit Agreement referred to below
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx XxXxxxxx
UGS CORP.
Ladies and Gentlemen:
Reference is made to (i) the Credit Agreement, dated as of May 27,
2004 and as amended and restated as of February 28, 2005 (as further amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among UGS Corp., a Delaware corporation, as a Borrower, the
Overseas Borrowers from time to time party thereto, UGS Holdings, Inc., a
Delaware corporation, the Lenders party thereto, JPMorgan Chase Bank, N.A., as
the L/C Issuer, the Swing Line Lender and the Administrative Agent (together
with any successor administrative agent, the "Administrative Agent"), and the
other Agents named therein, and (ii) the Security Agreement, dated as of May 27,
2004 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Security Agreement"), made by the Grantors from time to time
party thereto in favor of the Administrative Agent for the Secured Parties.
Terms defined in the Credit Agreement or the Security Agreement and not
otherwise defined herein are used herein as defined in the Credit Agreement or
the Security Agreement.
Section 1. Grant of Security. The undersigned hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security
interest in all of its right, title and interest in and to all of the Collateral
of the undersigned, whether now owned or hereafter acquired by the undersigned,
wherever located and whether now or hereafter existing or arising, including,
without limitation, the property and assets of the undersigned set forth on the
attached supplemental schedules to the Schedules to the Security Agreement.
Section 2. Security for Obligations. The grant of a security
interest in the Collateral by the undersigned under this Security Agreement
Supplement and the Security Agreement secures the payment of all Obligations of
the undersigned now or hereafter existing under or in respect of the Finance
Documents, whether direct or indirect, absolute or contingent, and whether for
principal, reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.
Section 3. Supplements to Security Agreement Schedules. The
undersigned has attached hereto supplemental Schedules I through VI to Schedules
I through VI, respectively, to the Security Agreement, and the undersigned
hereby certifies, as of the date first above written, that such supplemental
schedules have been prepared by the undersigned in substantially the form of the
equivalent Schedules to the Security Agreement and are complete and correct in
all material respects.
Section 4. Representations and Warranties. The undersigned hereby
makes each representation and warranty set forth in Section 6 of the Security
Agreement (as supplemented by the attached supplemental schedules) as of the
date hereof.
Section 5. Obligations Under the Security Agreement. The undersigned
hereby agrees, as of the date first above written, to be bound as a Grantor by
all of the terms and provisions of the Security Agreement to the same extent as
each of the other Grantors. The undersigned further agrees, as of the date first
above written, that each reference in the Security Agreement to an "Additional
Grantor" or a "Grantor" shall also mean and be a reference to the undersigned.
Section 6. Governing Law. This Security Agreement Supplement shall
be governed by, and construed in accordance with, the laws of the State of New
York.
Very truly yours,
UGS ISRAELI HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Financial Officer,
Treasurer and Assistant Secretary
Address for Notices:
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxx, XX 00000
