US INDUSTRIES INC /DE
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>a2057339zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
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                                                                    Exhibit 10.5

                         SECURITY AGREEMENT SUPPLEMENT

                                                     Dated as of August 15, 2001

Wilmington Trust Company and David A. Vanaskey,
    as Collateral Trustees for the
    Secured Holders referred to below
Rodney Square North
1100 North Market Street
Wilmington, DE 19890

                             U.S. Industries, Inc.
                          USI American Holdings, Inc.
                                USI Global Corp.

Ladies and Gentlemen:

          Reference is made to (i) the personal property listed on Schedules I,
II, III, IV, V, VI and VII hereto, (ii) the Amended and Restated Collateral
Trust Agreement dated as of August 15, 2001 (as so amended and restated and as
the same may hereafter be further amended, amended and restated, supplemented
or otherwise modified from time to time, the "Collateral Trust Agreement"),
with the Collateral Trustees, with respect to the Collateral (as therein
defined) granted to the Collateral Trustees for their benefit and in trust for
the Equal and Ratable Benefit of the Representatives and the Secured Holders
(each as defined in the Collateral Trust Agreement) pursuant to the Pledge and
Security Agreement (defined below) and other Collateral Documents (as defined
in the collateral Trust Agreement), (iii) the Amended and Restated Pledge and
Security Agreement dated as of August 15, 2001 (as so amended and restated and
as the same may hereafter be further amended, amended and restated,
supplemented or otherwise modified from time to time, the "Pledge and Security
Agreement") made by the Pledgors from time to time party thereto in favor of
the Collateral Trustees, and (iv) the Amendment, Restatement, General
Provisions and Intercreditor Agreement dated as of August 15, 2001 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Master Agreement") pursuant to which each of the undersigned has agreed to
grant to the Collateral Trustees, pursuant to the terms of the Collateral Trust
Agreement and the Pledge and Security Agreement, a security interest in all of
its property and assets, which security interest shall in each case be
subordinate in priority to the Rexair Debt Lien. This Security Agreement
Supplement is being executed by the undersigned in accordance with Section 9.15
of the Collateral Trust Agreement and Section 22(b) of the Pledge and Security
Agreement. Terms defined in the Master Agreement, the Collateral Trust
Agreement or the Pledge and Security Agreement and not otherwise defined herein
are used herein as therein defined.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the undersigned does
hereby agree as follows:

          Section 1. Grant of Security. Each of the undersigned hereby assigns
and pledges to the Collateral Trustees for their benefit and in trust for the
equal and ratable benefit of the Representatives and the Secured Holders, and
hereby grants to the Collateral Trustees for their benefit and in trust for the
Equal and Ratable Benefit of the Representatives and the Secured Holders a
security interest in, all of its right, title and interest in and to all of the
Collateral of the undersigned, whether now owned or hereafter acquired by the
undersigned, wherever located and whether now or hereafter existing


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or arising, including, without limitation, the property and assets of the
undersigned set forth on the attached supplemental schedules to the Schedules
to the Pledge and Security Agreement.

          Section 2. Security for Secured Obligations. The pledge and
assignment of, and the grant of a security interest in, the Collateral by the
undersigned under this Security Agreement Supplement and the Pledge and
Security Agreement secures the payment of all the Secured Obligations of the
Borrowers now or hereafter existing under or in respect of the Secured
Agreements.

          Section 3. Supplements to the Pledge and Security Agreement
Schedules. Each of the undersigned has attached hereto supplemental Schedules
I, II, III, IV, V, VI and VII to Schedules I, II, III, IV, V, VI and VII
respectively, to the Pledge and Security Agreement, and the undersigned hereby
certifies, as of the date first above written, that such supplemental schedules
have been prepared by the undersigned in substantially the form of the
equivalent Schedules to the Pledge and Security Agreement and are complete and
correct in all material respects.

          Section 4. Representations and Warranties. Each of the undersigned
hereby makes each representation and warranty set forth in Section 9 of the
Pledge and Security Agreement (as supplemented by the attached supplemental
schedules) to the same extent as each other Pledgor.

          Section 5. Obligations Under the Pledge and Security Agreement and
Collateral Trust Agreement. Each of the undersigned hereby agrees, as of the
date first above written, to be bound as a Pledgor by all of the terms and
provisions of the Pledge and Security Agreement to the same extent as each of
the other Pledgors. Each of the undersigned further agrees, as of the date
first above written, that each reference in the Pledge and Security Agreement
to an "Additional Pledgor" or a "Pledgor" shall also mean and be a reference to
the undersigned.

          Section 6. Governing Law. This Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


                                       2
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                                       Very truly yours,

                                       _____________________________, as Pledgor


                                       By: /s/
                                          -------------------------------------
                                          Name:
                                          Title:


Acknowledged and agreed:

WILMINGTON TRUST COMPANY, not
in its individual capacity but solely as
Collateral Trustee


By: /s/
   --------------------------------------
Title:


DAVID A. VANASKEY, not in his individual
capacity but solely as Collateral Trustee


By: /s/
   --------------------------------------
Title:


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