EXHIBIT 10.30
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FOURTH AMENDMENT TO SECURITY AGREEMENT
(TRADEMARKS AND SERVICE MARKS)
THIS FOURTH AMENDMENT is made as of the 31st day of January, 2002,
between MA BRANDS, INC., a Delaware corporation having a principal place of
business at 900 Market Street, Suite, 200, Wilmington, Delaware 19801 ("MAJ
DELAWARE"), and FLEET PRECIOUS METALS, INC., as agent (in such capacity,
together with its successors and assigns in such capacity, "AGENT") for the
benefit of ABN AMRO BANK N.V., NEW YORK BRANCH ("ABN"), FLEET PRECIOUS METALS
INC. ("FPM"), CREDIT SUISSE FIRST BOSTON INTERNATIONAL ("Credit Suisse"), MITSUI
& CO., PRECIOUS METALS INC. ("Mitusi"), COMMERZBANK INTERNATIONAL S.A.
("Commerzbank"), and SOVEREIGN PRECIOUS METALS, LLC ("Sovereign") and each of
the financial institutions who become Consignors under, and as defined in, that
certain Amended and Restated Security Agreement (Trademarks and Service Marks)
dated August 20, 1993, as amended from time to time (jointly and severally,
"CONSIGNORS").
W I T N E S S E T H T H A T:
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WHEREAS, the Consignors (other than Sovereign), the Agent and MAJ
Delaware are parties to a certain Security Agreement (Trademarks and Service
Marks) dated as of December 19, 1999, as amended from time to time (as amended,
the "Security Agreement (Trademarks and Service Marks)" pursuant to which MAJ
Delaware granted to the Consignors (other than Sovereign) and the Agent a
security interest in the Marks (as defined therein) and provided for the
enforcement of such security interest; and
WHEREAS, MAJ Delaware and Sovereign desire to add Sovereign as a
"Consignor" pursuant to the terms of the Security Agreement (Trademarks and
Service Marks) as Sovereign has entered into a Consignment Agreement dated as of
JANUARY 31, 2002 (hereinafter, as amended or modified from time to time, the
"Sovereign Agreement") with Michael Anthony Jewelers, Inc. ("MAJ"); and
WHEREAS, Sovereign is willing to comply with the covenants and terms of
such Security Agreement (Trademarks and Service Marks) and any documents
executed by the Consignors in connection with the Security Agreement (Trademarks
and Service Marks).
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth and for other good and valuable consideration, the receipt
whereof is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Security Agreement (Trademarks and
Service Marks).
2. The Consignors, the Agent and MAJ Delaware hereby consent to the
addition of Sovereign as a party to the Security Agreement (Trademarks and
Service Marks), with Sovereign
to be included as a Consignor pursuant to the terms of the Security Agreement
(Trademarks and Service Marks).
3. The Security Agreement (Trademarks and Service Marks) is hereby
amended so that the term "Consignors" as used therein and herein shall include,
from and after the date hereof, Sovereign and Sovereign shall be entitled to all
of the rights and benefits of hereunder.
4. In order to secure the due and punctual payment and performance of
all indebtedness, liabilities and obligations of MAJ contained in the Sovereign
Agreement and any related security instruments, and to secure the due and
punctual payment and performance of all indebtedness, liabilities and
obligations of MAJ and MAJ Delaware to Sovereign of every kind and description,
direct, indirect or contingent, now or hereafter existing, secured or unsecured,
due or to become due, including (without limitation) the obligations of MAJ
Delaware under the Security Agreement (Trademarks and Service Marks),
obligations with respect to forward contracts for the purchase or sale of
precious metal and obligations of MAJ relating to unpaid purchase price for
Precious Metal (which indebtedness, liabilities and obligations shall be deemed
to be included as "Obligations" for all purposes of the Security Agreement
(Trademarks and Service Marks)), MAJ Delaware hereby grants to the Agent on
behalf of Sovereign and to Sovereign, and hereby ratifies and affirms its grant
to the Agent on behalf of the other Consignors and to each of the other
Consignors of, a continuing security interest in and a lien upon the Marks.
5. Any necessary, conforming changes to the Security Agreement
(Trademarks and Service Marks) occasioned by reason of this Fourth Amendment
shall be deemed to have been made.
6. This Fourth Amendment shall be binding upon the parties and their
respective successors and assigns.
7. Each of MAJ Delaware, each Consignor and the Agent acknowledge and
agree that, except as expressly provided herein, the terms and provisions of the
Security Agreement (Trademarks and Service Marks) remain unchanged and the
Security Agreement (Trademarks and Service Marks) remains in full force and
effect in accordance with its terms. The term "Security Agreement (Trademarks
and Service Marks)" as used in the Security Agreement (Trademarks and Service
Marks) and all references to the Security Agreement (Trademarks and Service
Marks) in any other documents or agreements between any of the parties hereto
which relate to MAJ Delaware shall refer, from and after the date hereof, to the
Security Agreement (Trademarks and Service Marks) as previously amended and as
amended and supplemented by this Fourth Amendment.
8. This Fourth Amendment shall be construed in accordance with and
governed by the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
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9. This Fourth Amendment may be executed with one or more counterparts
hereof, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed by their duly authorized officers as of the date first
above written.
MA BRANDS, INC.
By /s/: Michael A. Paolercio
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Title Asst. Treasurer
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Address: 900 Market St., Suite 200
Wilmington DE
19801 Telecopy:
914-699-2335
FLEET PRECIOUS METALS INC., as Agent
By/s/: Louis P. Massa
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Title Vice President
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By/s/: A. J. Capuano
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Title SVP
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Telecopy: 401-278-3077
STATE OF NEW YORK
COUNTY OF WESTCHESTER
On the 28th day of JANUARY, 2002, before me personally appeared Michael
A. Paolercio, ASST. TREASURER of MA Brands, Inc., to me known and known by me to
be the person executing the foregoing instrument, and acknowledged said
instrument by him executed to be his free act and deed in said capacity and the
free act and deed of said MA Brands, Inc.
/s/: Gladys Jagdeo
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Notary Public
My commission expires: 6/24/02
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STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE
On the 31st day of JANUARY, 2002, before me personally appeared LOUIS
P. MASSA, VICE PRESIDENT and ANTHONY J. CAPUANO, SR. VICE PRESIDENT of Fleet
Precious Metals Inc., to me known and known by me to be the persons executing
the foregoing instrument, and acknowledged said instrument by them executed to
be their free act and deed in said capacities and the free act and deed of said
Fleet Precious Metals Inc., individually and as Agent.
Diane L. Haley
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Notary Public
My commission expires: 8/30/05
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