Exhibit 10.57
SUPPLEMENT CLASS B COLLATERAL AGREEMENT
This SUPPLEMENT TO CLASS B COLLATERAL AGREEMENT (this "SUPPLEMENT"),
dated as of October 16, 0000, xxxxxxx XXX XXXXXXXX XXXXXXX, ("XXX HOLDINGS"), a
company incorporated under the laws of England and Wales, the Grantors party to
the Class B Collateral Agreement referred to below and WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as collateral agent (in such capacity,
(the "COLLATERAL AGENT") for the Class B Secured Parties.
RECITALS
WHEREAS, the Pledgors and Wilmington Trust Company, have entered into
the Indenture dated as of July 15, 2003 (as amended, restated, supplemented or
otherwise modified from time to time, the "INDENTURE"), among the Company, the
Subsidiary Guarantors from time to time party thereto and Wilmington Trust
Company, not in its individual capacity but solely as Trustee (the "TRUSTEE");
WHEREAS, pursuant to the Class B Collateral Agreement, dated as of July
15, 2003 (as supplemented and amended hereby and as it may hereafter be further
amended, restated, supplemented or otherwise modified, the "CLASS B COLLATERAL
AGREEMENT"), Jacuzzi and certain Subsidiaries of Jacuzzi (collectively, the
"GRANTORS"), as security for the Class B Obligations, have granted a security
interest in certain Collateral to the Collateral Agent;
WHEREAS, JBI Holdings is executing and delivering this agreement
pursuant to the terms of the Indenture, including Section 4.13 thereof;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms defined in (i)
the Collateral Agency Agreement dated as of July 15, 2003 among Jacuzzi Brands,
Inc., the Subsidiary Guarantors from time to time party thereto and Wilmington
Trust Company (the "COLLATERAL AGENCY AGREEMENT") and used herein shall have the
meanings given to them in the Collateral Agency Agreement (whether or not the
Collateral Agency Agreement remains in effect) and (ii) the Indenture and used
herein, and not otherwise defined in the Collateral Agency Agreement, shall have
the meanings given to them in the Indenture (whether or not the Indenture
remains in effect).
2. GRANT OF SECURITY INTEREST. To secure the prompt payment and
performance to the Collateral Agent and each Class B Secured Party of the Class
B Obligations, JBI Holdings hereby grants to the Collateral Agent for the
benefit of itself and each Class B Secured Party a second priority continuing
Lien upon (subject to the terms and conditions of the Intercreditor Agreement),
and only upon, its Collateral of the types described in Section 2.1 of the Class
B Collateral Agreement, whether now owned or existing or hereafter created,
acquired or arising and wheresoever located, along with all Proceeds of any such
Collateral as and to the extent set
forth in the Class B Collateral Agreement and to the same extent as if JBI
Holdings had been a party to the Class B Collateral Agreement on the date
thereof. The terms of the Class B Collateral Agreement are incorporated herein
by reference in their entirety as though fully set forth herein. Each reference
to "Grantor" or "Grantors" contained in the Class B Collateral Agreement shall
be deemed to include a reference to JBI Holdings. Each reference in the Class B
Collateral Agreement to "this Agreement", "herein", "hereof" and words of like
import and each reference in the Indenture and the other Security Documents to
the Class B Collateral Agreement shall mean the Class B Collateral Agreement as
supplemented hereby. The Class B Collateral Agreement shall continue in full
force and effect as supplemented hereby.
3. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Supplement to Class B Collateral Agreement has
been duly executed as of the date first written above.
EXECUTED AS A DEED AND DELIVERED BY:
JBI HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name:
Title: Director
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Collateral Agent
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name:
Title: Asst Secretary & Vice President
GRANTORS:
Jacuzzi Brands, Inc.
Bathcraft, Inc.
Eljer Plumbingware, Inc.
Gatsby Spas, Inc.
Jacuzzi Inc.
JUSI Holdings, Inc.
Redmont, Inc.
Rexair, Inc.
Sundance Spas, Inc.
USI American Holdings, Inc.
USI Global Corp.
Zurco, Inc.
Xxxx Industries, Inc.,
Xxxx PEX, Inc.
Asteria Company
(f/k/a Elite Bath Company)
Xxxxxx Brothers Inc.
Xxxxxxxx Manufacturing Corp.
(f/k/a Farberware Inc.)
Carlsbad Corp.
(f/k/a Odyssey Sports, Inc.)
Compax Corp.
Eljer Industries, Inc.
Environmental Energy Company
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Xxxx Concrete Products, Inc.
HL Capital Corp.
Jacuzzi Whirlpool Bath, Inc.
KLI, Inc. (f/k/a Xxxxxx Ladders, Inc.)
Krikles Canada U.S.A., Inc.
(f/k/a Selkirk Canada U.S.A., Inc.)
Krikles Europe U.S.A., Inc.
(f/k/a Selkirk Europe U.S.A., Inc.)
Krikles, Inc. (f/k/a Selkirk, Inc.)
Lokelani Development Corporation
Luxor Industries Inc.
Maili Kai Land Development Corporation
Mobilite, Inc.
Xxxxxx Universal Holdings Inc.
Outdoor Products LLC
PH Property Development Company
PLC Realty Inc. (f/k/a Prescolite Lite
Controls, Inc.)
Rexair Holdings, Inc.
Sanitary - Dash Manufacturing Co., Inc.
SH 1 Inc.
Strategic Capital Management, Inc.
Strategic Membership Company
Streamwood Corporation (f/k/a Quantum
Performance Films, Inc.)
TA Liquidation Corp.
(f/k/a Xxxxx Xxxxxx Golf Company)
Trimfoot Co.
TT Liquidation Corp.
UGE Liquidation Inc.
(f/k/a W.K. 25, Inc.)
USI Atlantic Corp.
USI Capital, Inc.
USI Funding, Inc.
USI Properties, Inc.
USI Realty Corp.
Xxxx (Cayman Islands), Inc.
Xxxx Constructors, Inc.
(f/k/a Advanco Constructors, Inc.)
Xxxx XXX Services, Inc. (f/k/a National
Energy Production Corporation)
Zurnacq of California, Inc.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name:
Title: Vice President and
Assistant Secretary
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