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Title: |
Guarantor Security Agreement |
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Date: |
2008 |
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Preview shows 10KB of 46KB total |
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Price: |
$39 |
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ID: |
#3291218 |
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GUARANTOR SECURITY AGREEMENT
THIS GUARANTOR SECURITY AGREEMENT (this "Agreement"), dated as of January 18, 2008, is made by WHITEHALL JEWELERS HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the "Guarantor") in favor of LASALLE BANK NATIONAL ASSOCIATION (?Lasalle?), in its capacity as the Collateral Agent for the Agents and the Lenders party to the Credit Agreement (defined below) (in such capacity, the "Collateral Agent").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Third Amended and Restated Credit Agreement dated as of January 20, 2007 (as amended or otherwise modified or restated from time to time, the "Credit Agreement") among Whitehall Jewelers, Inc., a Delaware corporation (the "Borrower"), various lending institutions party thereto (such lending institutions, together with their respective successors and assigns, are collectively referred to as the "Lenders" and individually as a "Lender"), the Collateral Agent, and LaSalle, in its capacity as administrative agent for the Lenders, the Agents and the Lenders have agreed to make loans to, and provide other financial accommodations for the account of, the Borrower from time to time; and
WHEREAS, the Borrower is a wholly-owned Subsidiary of the Guarantor and, as such, the Guarantor will benefit by virtue of the financial accommodations extended to the Borrower by the Agents and the Lenders;
WHEREAS, the Guarantor has executed and delivered that certain Guaranty of even date herewith (as amended or otherwise modified from time to time, the "Guaranty") with respect to all of the obligations of the Borrower to the Agents and the Lenders under the Credit Agreement;
WHEREAS, as a condition to the Agents and the Lenders maintaining or further extending the loans and other financial accommodations to the Borrower pursuant to the Credit Agreement, and in consideration thereof, and in consideration of any loans or other financial accommodations heretofore or hereafter extended by the Agents and the Lenders to the Borrower pursuant to the Loan Documents, the Guarantor has agreed to enter into this Agreement in which the Guarantor grants a valid, enforceable security interest in substantially all of the Guarantor 's assets to secure its obligations under the Guaranty.
NOW, THEREFORE, for and in consideration of any loan, advance or other financial accommodation heretofore or hereafter made to the Borrower under or in connection with the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions; Other Interpretive Provisions. When used herein, (a) the terms Account, Account Debtor, Certificated Security, Chattel Paper,Commercial Tort Claim, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Asset, Fixtures, Goods, Health-Care-Insurance Receivable, Inventory, Instrument, Investment Property, Letter-of-Credit Rights, Money, Payment Intangibles, Proceeds, Security, Security Entitlement,
Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in the UCC (as defined below); (b) capitalized terms which are not otherwise defined have the respective meanings assigned thereto in the Credit Agreement and (c) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):
Assignee Deposit Account shall have the meaning ascribed to such term in Section 4 hereof.
Collateral means all property and rights of the Guarantor in which a security interest is granted to the Collateral Agent hereunder.
Computer Hardware and Software means all of the Guarantor's rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.
Contract Right means any right of the Guarantor to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance.
Default means the occurrence of any Event of Default (as defined in the Credit Agreement).
General Intangibles means all of the Guarantor's "general intangibles" as defined in the UCC and, in any event, includes (without limitation) all of the Guarantor's trademarks, trade names, patents, copyrights, trade secrets, customer lists, inventions, designs, software, software programs, mask works, goodwill, registrations, licenses, franchises, tax refund claims, guarantee claims, Payment Intangibles, security interests and rights to indemnification.
Intellectual Property means all past, present and future: trade secrets and other proprietary information; trademarks, service marks, business names, Internet domain names, designs, logos, trade dress, slogans, indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs and software) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights; unpatented inventions (whether or
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