exv4w4



 





Exhibit 4.4




SECURITY AGREEMENT




			
	One Wall Street, New York, New York 10286

                   (Banking Office)
	 	October 17, 2005






     FOR VALUE RECEIVED, and in order to induce THE BANK OF NEW YORK (the “Bank”), in its
discretion, to make loans or otherwise extend credit at any time, and from time to time to, or at
the request of, the undersigned (the “Debtor”), whether the loans or credit so extended shall be
absolute or contingent, the Debtor (jointly and severally, if more than one and whether executing
the same or separate instruments) grants to the Bank, as security for all present or future
obligations or liabilities of any and all kinds of the Debtor to it, whether incurred by the Debtor
as maker, indorser, drawer, acceptor, guarantor, accommodation party, counterparty, purchaser, seller
or otherwise, whether due or to become due, secured or unsecured, absolute or contingent, joint
and/or several, and howsoever or whensoever acquired by the Bank including interest accruing
thereon before or after the commencement of any insolvency, bankruptcy or reorganization proceeding
of the Debtor whether or not such interest is an allowable claim in any proceeding and irrespective
of the discharge or release of the Debtor in such proceeding (all of which are referred to
collectively as the “Obligations”), a security interest in and a lien upon all personal property and
fixtures of the Debtor or in which the Debtor has an interest wherever located and whether now or
hereafter existing or now owned or hereafter acquired and whether or not subject to the Uniform
Commercial Code (the “Code”) specified in Schedule A hereto, and also including all interest,
dividends and other distributions thereon paid and payable in cash or in property, and all
replacements and substitutions for, and all accessions and additions to, and all products and
proceeds of, all of the foregoing (all of which are referred to as the “Collateral”).



     The Debtor agrees to deliver to the Bank whenever called for by it such additional collateral
security of a kind and of a market value satisfactory to the Bank, so that there will, at all
times, be with the Bank a margin of security for the payment of all Obligations which shall be
satisfactory to it. In addition to the Bank’s security interest in the Collateral, it shall have,
and the Debtor hereby grants to the Bank, a security interest and a lien for all the Obligations
in and upon any personal property of the Debtor or in which the Debtor may have an interest which
is now or may at any time hereafter come into the possession or control of the Bank, or of any
third party acting on its behalf, whether for the express purpose of being used by the Bank as
collateral security or held in custody or for any other or different purpose, including such
personal property as may be in transit by mail or carrier for any purpose, or covered or affected
by any documents in the Bank’s possession or control, or in the possession or control of any third
party acting on its behalf (said additional personal property is also referred to as the
“Collateral”). The Debtor hereby authorizes the Bank in its discretion, at any time, whether or
not the Collateral is deemed by it adequate, to appropriate and apply upon any of the Obligations,
whether or not due, any of such property of the Debtor and to charge any of the Obligations
against any balance of any account standing to the credit of the Debtor on the books of the Bank.



     Upon failure of the Debtor to pay any Obligation when becoming or made due, in accordance
with its terms, the Bank shall have, in addition to all other rights and remedies allowed by law,
the rights and remedies of a secured party under the Code and, without limiting the generality of
the foregoing, the Bank may immediately, without demand of performance and without notice of
intention to sell or otherwise dispose of or of time or place of sale or other disposition or of
redemption or other notice or demand whatsoever to the Debtor, all of which, to the extent
permitted by law, are hereby expressly waived, and without advertisement, (a) sell at public or
private sale, grant options to purchase or otherwise realize upon, in the State of New York, or
elsewhere, the whole or from time to time any part of the Collateral upon which the Bank shall
have a security interest or lien as aforesaid, or any interest which the Debtor may have therein,
and (b) exercise any and all rights, options, powers, benefits or privileges









 



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given to the Bank upon any life insurance policies held as Collateral. After deducting from the
proceeds of any such sale or other disposition of the Collateral all expenses (including, but not
limited to, reasonable attorneys’ fees and expenses and other expenses as set forth below), the
Bank shall apply the residue of such proceeds toward the payment of any of the Obligations, in
such order as the Bank shall elect, the Debtor remaining liable for any deficiency, plus interest
thereon, remaining unpaid after such application. If notice of any sale or other disposition is
required by law to be given, the Debtor hereby agrees that a notice sent at least five days before
the time of any intended public sale or of the time after which any private sale or other
disposition of the Collateral is to be made, shall be reasonable notice of such sale or other
disposition. The Debtor also agrees to assemble the Collateral at such place or places as the Bank
designates by written notice.




     At any such sale or other disposition the Bank or any other person designated by the Bank may
itself purchase the whole or any part of the Collateral sold, free from any right of redemption on
the part of the Debtor, which right, to the extent permitted by law, is hereby waived and
released.



     The Bank may, without any notice to the Debtor, in its discretion, whether or not any of the
Obligations are due, in its name or in the name of the Debtor, demand, sue for, collect and
receive any money or property at any time due, payable or receivable on or on account of or in
exchange for, and may compromise, settle or extend the time of payment of, any of the demands or
obligations represented by any of the Collateral, and may also exchange any of the Collateral for
other property upon the reorganization, recapitalization or other readjustment of the issuer,
maker or other person who is obligated on or otherwise has liabilities with respect to the
Collateral, and in connection (herewith may deposit any of the Collateral with any committee or
depositary upon such terms as the Bank may in its discretion deem appropriate, and the Debtor does
hereby constitute and appoint the Bank the Debtor’s true and lawful attorney to compromise, settle
or extend payment of said demands or obligations and exchange such Collateral as the Debtor might
or could do personally; all without liability or responsibility for action herein authorized and
taken or not taken in good faith. The Bank is entitled at any time in its discretion to notify an
account debtor or the obligor on any instalment to make payment to it, regardless of whether or
not the Debtor had been previously making collections on the Collateral, and the Bank may take
control of any proceeds of any of the Collateral. Upon request of the Bank, the Debtor shall
receive and hold all proceeds of the Collateral in trust for the Bank and not commingle any
collections with any of its own funds and immediately deliver such collections to the Bank.



     The Debtor agrees that the Collateral secures, and further agrees to pay on demand, all
expenses (including, but not limited to, reasonable attorneys’ fees and expenses and costs of any
insurance and payment of taxes or other charges) of, or incidental to, the custody, care, sale or
collection of, or realization upon, any of the Collateral or in any way relating to the
enforcement or protection of the rights of the Bank hereunder, whether or not litigation is
commenced.



     The Debtor agrees to mark its books and records as the Bank shall request in order to reflect
the rights of the Bank granted herein, and the Bank may, in its sole discretion, take possession
of the Collateral at any time, either prior to or subsequent to a default under any of the
Obligations. The Debtor agrees to maintain such insurance on the Collateral as the Bank may
require. The Bank may, without any notice to the Debtor, in its discretion, and for its own
benefit, lend, use, transfer or repledge to any third party all or any part of the Collateral by
itself or commingled with the property of others, in bulk or otherwise. The Bank may, without any
notice to the Debtor, sell, assign or transfer any of the Obligations and the Bank’s rights and
duties hereunder, and may deliver the Collateral, or any part thereof, to the assignee or
transferee of any of the Obligations, who shall become vested with all the rights, remedies,
powers, security interests and liens herein given to the Bank in respect thereto; and the Bank
shall thereafter be relieved and fully discharged from any liability or responsibility in the
premises.









 



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     The Bank may, without any notice to the Debtor, in its discretion, transfer, or cause to be
transferred, all or any part of the Collateral to its name, or to the name of its nominee, vote
the Collateral so transferred, and receive income and make or receive collections, including money, thereon
and hold said income and collections as Collateral or apply said income and collections to any of the
Obligations, the manner and distribution of the application to be made as the Bank shall
elect.



     Calls for Collateral, demand for payment or notice to the Debtor may be given by leaving same
at the address given below or any other address hereafter filed with the Bank, or by mailing same
to such address with the same effect as if delivered personally. Such notice given in the manner
herein provided shall be effective whether or not received by the Debtor. The Debtor agrees not to
change its name, any of its places of business, remove any records of the Debtor relating to any of
the Collateral or move any of the Collateral without giving the Bank thirty days’ prior written
notice.



     With respect to the Collateral, the Bank shall be under no duty to send notices, perform
services, exercise any rights of collection, enforcement, conversion or exchange, vote, pay for
insurance, taxes or other charges or take any action of any kind in connection with the management
thereof and its only duty with respect thereto shall be to use reasonable care in its custody and
preservation while in its possession, which shall not include any steps necessary to preserve,
obtain, secure or acquire rights or property against or from any parties.



     The Debtor authorizes the Bank, at the Debtor’s expense, to file one or more financing
statements and amendments thereto to perfect the security interests granted herein, without the
Debtor’s signature thereon, and to take all actions necessary to perfect (whether by filing,
possession, control or otherwise) its security interest in the Collateral under any applicable law
or regulation, and the Debtor agrees to do, file, record, make, execute and deliver all such acts,
deeds, things, agreements, notices, instruments and financing statements as the Bank may request
in order to perfect and enforce the rights of the Bank herein.



     If at any time it is necessary in the opinion of counsel to the Bank that any or all of the
securities held as Collateral (the “Pledged Securities”) be registered under the Securities Act of
1933, as amended, or that an indenture with respect thereto be qualified under the Trust Indenture
Act of 1939, as amended, in order to permit the sale or other disposition of the
Pledged Securities, the Debtor shall at the Bank’s request and at the expense of the Debtor use
the best efforts of the Debtor promptly to cause the registration of the Pledged Securities and
the qualification of such indenture and to continue such registration and qualification under such
laws and in such jurisdictions and for as long as deemed appropriate by the Bank.



     The Debtor hereby authorizes the Bank to date this agreement as of the date of the granting
of any Obligation secured hereby and to complete any blank space herein (including any schedule
hereto) according to the terms upon which said Obligation was granted.



     This agreement may not be amended, or compliance with its terms waived, orally or by course
of dealing, but only by a writing signed by an authorized officer of the Bank.



     No failure on the part of the Bank to exercise, and no delay in exercising, any right, remedy
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by
the Bank of any right, remedy or power hereunder preclude any other or future exercise thereof or
the exercise of any other right, remedy or power.









 



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     Each and every right, remedy and power hereby granted to the Bank or allowed it by law or
other agreement shall be cumulative and not exclusive of any other right, remedy or power, and may
be exercised by the Bank at any time and from time to time.



     This agreement may be assigned by the Bank and its benefits shall inure to the successors,
indorsees and assigns of the Bank.



     This agreement shall be construed and interpreted, and all rights and obligations hereunder
shall be determined, in accordance with the laws of the State of New York without regard to
principles of conflict of laws.



     Unless otherwise defined or the text otherwise requires, all terms used herein shall have the
meanings specified in the Code.



     Every provision of this agreement is intended to be severable; if any term or provision of
this agreement shall be invalid, illegal or unenforceable for any reason whatsoever, the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby.



     Any notice to the Bank shall be effective only upon receipt by the Bank and if directed to
the Bank at its banking office set forth above or any other address hereafter specified by written
notice from the Bank to the Debtor.



     The Debtor represents and warrants that at the time the Collateral becomes subject to the
Bank’s security interest, the Debtor shall be the sole owner of and fully authorized and able to
sell, transfer, pledge and/or grant a first priority security interest in the Collateral to the
Bank and the Collateral shall be free and clear of all other claims, liens, charges, security
interests and encumbrances except as permitted in writing by the Bank. The Debtor represents and
warrants to the Bank that any information furnished to the Bank regarding the Collateral is true
and correct on the date hereof and is complete in all material respects.



     The Debtor represents and warrants that the Debtor is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation; that the
execution, delivery and performance of this agreement are within the Debtor’s corporate powers and
have been duly authorized by all necessary action of its board of directors and shareholders; and
that each person executing this agreement has the authority to execute and deliver this agreement
on behalf of the Debtor.



     THE DEBTOR SUBMITS TO THE JURISDICTION OF STATE AND FEDERAL COURTS LOCATED IN THE CITY AND
STATE OF NEW YORK IN PERSONAM AND AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT SHALL BE LITIGATED ONLY IN SAID COURTS OR IN COURTS LOCATED ELSEWHERE
AS THE BANK MAY SELECT AND THAT SUCH COURTS ARE CONVENIENT FORUMS AND WAIVES PERSONAL SERVICE
UPON IT AND CONSENTS TO SERVICE OF PROCESS OUT OF SAID COURTS BY MAILING A COPY THEREOF TO IT BY
REGISTERED OR CERTIFIED MAIL.









 



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     THE DEBTOR AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



	 	 	 	 	 
	SYMETRA FINANCIAL CORPORATION

	 	 	 	ADDREESS OF DEBTOR
	 
	 	 	 	 
	 

	 

	 	 	 	777 108th AVE. NE
	 

	 	 	 	Bellevue, WA 98004






[SCHEDULE A ON THE FOLLOWING

PAGE MUST BE COMPLETED]




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Oscar C. Tengtio
	 	 	 	By:
	 	/s/ Daniel B. Schaaf
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Oscar C. Tengtio
	 	 	 	Name:
	 	Daniel B. Schaaf
	Title:

	 	Executive Vice President & CFO
	 	 	 	Title:
	 	Assistant Secretary