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EXHIBIT 10.2
FIRST AMENDMENT TO SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of August 27, 1999
(this "Amendment"), between XXXXXX GREETINGS, INC., a Delaware corporation (the
"Debtor"), and BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national banking
association and the Agent for the Lenders (the "Agent").
RECITALS
The Debtor, the Lenders, and the Agent have entered into an Amended and
Restated Credit Agreement dated as of May 11, 1999 (as amended from time to
time, the "Credit Agreement") pursuant to which the Lenders may make Loans to
the Debtor.
In connection with the First Amendment to Amended and Restated Credit
Agreement dated as of July 27, 1999, among the Debtor, the Lenders, and the
Agent, the Lenders required that the Debtor execute that certain Security
Agreement dated as of July 27, 1999, in favor of the Agent for itself and on
behalf of the Lenders (the "Security Agreement").
In connection with the Second Amendment to Amended and Restated Credit
Agreement of even date herewith among the Debtor, the Lenders, and the Agent,
the parties desire to amend the Security Agreement to add certain additional
Collateral, as hereinafter set forth.
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
1. The definition of "Collateral" in the Security Agreement is deleted
in its entirety and the following new definition is substituted therefor:
(i) All of the Company's present and future accounts
receivable, documents, instruments, general intangibles, and chattel
paper, including without limitation all contract rights, all deposit
accounts, all tax refunds and tax refund claims, and all other monies
and claims for money due or to become due to the Company
(ii) All of the Company's present and future inventory of
every type, wherever located, including but not limited to raw
materials, work in process, finished goods and all inventory that is
available for leasing or leased to others by the Company;
(iii) All books, records, files, correspondence, computer
programs, tapes, disks, cards, accounting information and other data of
the Company related in any way to the Collateral described in clauses
(i) and (ii) above, including but not limited to any of the foregoing
necessary to administer, sell or dispose of any of the Collateral;
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(iv) All substitutions and replacements for, and all additions
and accessions to, any and all of the foregoing; and
(v) All products and all proceeds of any and all of the
foregoing, and, to the extent not otherwise included, all payments
under insurance (whether or not the Agent is the loss payee thereof),
and any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing.
2. All of the terms of the Security Agreement, as amended hereby, are
affirmed by the Debtor, and remain in full force and effect.
3. Nothing contained herein shall in any way affect the perfection or
the priority of the security interest created by the Security Agreement.
IN WITNESS WHEREOF, the Debtor has caused this Amendment to be duly
executed as of the date first set forth above, which shall be the effective date
of this Amendment.
XXXXXX GREETINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Its: CFO
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BANK ONE, INDIANA, NATIONAL ASSOCIATION,
Individually and as Agent
By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice President
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