Exhibit 10.56
SUPPLEMENT AND FIRST AMENDMENT TO CLASS B PLEDGE AGREEMENT
This SUPPLEMENT AND FIRST AMENDMENT TO CLASS B PLEDGE AGREEMENT (this
"SUPPLEMENT AND FIRST AMENDMENT"), dated as of October 16, 2003, between JBI
HOLDINGS LIMITED, a company incorporated under the laws of England and Wales
("JBI HOLDINGS"), the Pledgors party to the Class B Pledge 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 Pledge 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 PLEDGE
AGREEMENT"), Jacuzzi and certain Subsidiaries of Jacuzzi (collectively, the
"PLEDGORS") have pledged to the Collateral Agent the shares of stock owned by
the Pledgors and described on Schedule I to the Class B Pledge Agreement, as
security for the Class B Obligations;
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
hereby 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. 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 other Class B Secured Party of the
Class B Obligations, JBI Holdings hereby grants to the Collateral Agent for the
benefit of itself and the other Class B Secured Parties to whom Class B
Obligations are owed, a second priority charge and security interest (subject to
the terms and conditions of the Intercreditor Agreement) in and Lien on all of
its Pledged Collateral of the types described in Section 2 of the Class B Pledge
Agreement, including, without limitation, the shares set forth on Schedule I to
this Supplement and First Amendment, as and to the extent set forth in the Class
B Pledge Agreement and to the same extent as if JBI Holdings had been a party to
the Class B Pledge Agreement on the date
thereof. The terms of the Class B Pledge Agreement are incorporated herein by
reference in their entirety as though fully set forth herein. Each reference to
"Pledgor" or "Pledgors" contained in the Class B Pledge Agreement shall, and
shall be deemed to, include a reference to JBI Holdings. Each reference in the
Class B Pledge Agreement to "this Agreement", "herein", hereof" and words of
like import and each reference in the Indenture or other Security Documents to
the Class B Pledge Agreement shall mean the Class B Pledge Agreement as
supplemented hereby.
3. AMENDMENTS TO CLASS B PLEDGE AGREEMENT.
a. The definition of "Pledged Stock" in Section 1 of the Class B Pledge
Agreement is amended and restated in its entirety as follows:
"PLEDGED STOCK" means one hundred percent (100%) of the capital stock
and other equity interests of each Domestic Subsidiary owned by any
Pledgor, one hundred percent (100%) of the capital stock and other
equity interests of JBI Holdings Limited owned by any Pledgor and sixty
five percent (65%) of the voting capital stock and other equity
interests of each first-tier Foreign Subsidiary (other than JBI
Holdings Limited) owned by any Pledgor other than, in each case,
capital stock and other equity interests of any immaterial Subsidiary.
b. Schedule I to the Class B Pledge Agreement is amended as and to the
extent set forth on Schedule I to this Supplement and First Amendment.
c. The Class B Pledge Agreement shall continue in full force and effect
as supplemented and amended hereby
4. GOVERNING LAW. THIS SUPPLEMENT AND FIRST AMENDMENT 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 and First Amendment to Class B
Pledge 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: Vice President
PLEDGORS:
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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SCHEDULE I
AMENDMENTS TO SCHEDULE I OF CLASS B PLEDGE AGREEMENT
1. The following rows are deleted from Part A of Schedule I to the Class B
Pledge Agreement:
Number of Certificate
Pledgor Issuer Nature of Shares Shares Number(s)
------- -------------------------- ---------------- ---------- ------------
Jacuzzi Brands, Inc. USI Global Corp. Common 100 1
USI Atlantic Corp. USI American Holdings, Inc. Common 300 1, 2,3
2. The following rows are inserted in Part A of Schedule I to the Class B Pledge
Agreement:
Number of Certificate
Pledgor Issuer Nature of Shares Shares Number(s)
------- -------------------------- ---------------- ---------- ------------
USI American Holdings, Inc. USI Global Corp. Common 100 2
JBI Holdings Limited USI American Holdings, Inc. Common 200 3
JBI Holdings Limited USI American Holdings, Inc. Common 100 4
3. The following row is inserted in Part B of Schedule I to the Class B Pledge
Agreement:
Number of Certificate
Pledgor Issuer Nature of Shares Shares Number(s)
------- -------------------------- ---------------- ---------- ------------
Jacuzzi Brands, Inc. JBI Holdings Limited Ordinary 100 1
