exv10w2



 







Exhibit 10.2




PLEDGE AND SECURITY AGREEMENT




dated as of March 16, 2006




between




EACH OF THE GRANTORS PARTY HERETO




and




WACHOVIA BANK, NATIONAL ASSOCIATION,




as the Collateral Agent




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE	 
	SECTION 1 DEFINITIONS; GRANT OF SECURITY	 	 	1	 
	 
	 	1.1	 	General Definitions	 	 	1	 
	 
	 	1.2	 	Definitions; Interpretation	 	 	8	 
	 
	 	1.3	 	Schedules	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	SECTION 2 GRANT OF SECURITY	 	 	9	 
	 
	 	2.1	 	Grant of Security	 	 	9	 
	 
	 	2.2	 	Certain Limited Exclusions	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	SECTION 3 SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE	 	 	10	 
	 
	 	3.1	 	Security for Obligations	 	 	10	 
	 
	 	3.2	 	Continuing Liability Under Collateral	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	SECTION 4 REPRESENTATIONS AND WARRANTIES AND COVENANTS	 	 	11	 
	 
	 	4.1	 	Generally	 	 	11	 
	 
	 	4.2	 	Equipment and Inventory	 	 	14	 
	 
	 	4.3	 	Receivables	 	 	16	 
	 
	 	4.4	 	Investment Related Property.  Investment Related Property Generally	 	 	18	 
	 
	 	4.5	 	Pledged Equity Interests	 	 	21	 
	 
	 	4.6	 	Pledged Debt	 	 	23	 
	 
	 	4.7	 	Investment Accounts	 	 	23	 
	 
	 	4.8	 	Material Contracts	 	 	25	 
	 
	 	4.9	 	Letter of Credit Rights	 	 	25	 
	 
	 	4.10	 	Intellectual Property	 	 	26	 
	 
	 	4.11	 	Commercial Tort Claims	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	SECTION 5 FURTHER ASSURANCES; ADDITIONAL GRANTORS	 	 	30	 
	 
	 	5.1	 	Further Assurances	 	 	30	 
	 
	 	5.2	 	Additional Grantors	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	SECTION 6 COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT	 	 	32	 
	 
	 	6.1	 	Power of Attorney	 	 	32	 
	 
	 	6.2	 	No Duty on the Part of Collateral Agent or Secured Parties	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	SECTION 7 REMEDIES	 	 	33	 
	 
	 	7.1	 	Generally	 	 	33	 
	 
	 	7.2	 	Application of Proceeds	 	 	35	 
	 
	 	7.3	 	Sales on Credit	 	 	35	 
	 
	 	7.4	 	Deposit Accounts	 	 	35	 
	 
	 	7.5	 	Investment Related Property	 	 	35	 
	 
	 	7.6	 	Intellectual Property	 	 	36	 
	 
	 	7.7	 	Cash Proceeds	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	SECTION 8 COLLATERAL AGENT	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	SECTION 9 CONTINUING SECURITY INTEREST; TRANSFER OF LOANS	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	SECTION 10 STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	SECTION 11 MISCELLANEOUS	 	 	40	 






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	SCHEDULE 4.1

	 	GENERAL INFORMATION
	 
	 	 
	SCHEDULE 4.2

	 	LOCATION OF EQUIPMENT AND INVENTORY
	 
	 	 
	SCHEDULE 4.4

	 	INVESTMENT RELATED PROPERTY
	 
	 	 
	SCHEDULE 4.6

	 	DESCRIPTION OF LETTERS OF CREDIT
	 
	 	 
	SCHEDULE 4.7

	 	INTELLECTUAL PROPERTY – EXCEPTIONS
	 
	 	 
	SCHEDULE 4.8

	 	COMMERCIAL TORT CLAIMS
	 
	 	 
	EXHIBIT A

	 	PLEDGE SUPPLEMENT
	 
	 	 
	EXHIBIT B

	 	UNCERTIFICATED SECURITIES CONTROL AGREEMENT
	 
	 	 
	EXHIBIT C

	 	SECURITIES ACCOUNT CONTROL AGREEMENT
	 
	 	 
	EXHIBIT D

	 	DEPOSIT ACCOUNT CONTROL AGREEMENT






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     This PLEDGE AND SECURITY AGREEMENT, dated as of March 16, 2006 (this “Agreement”),
between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional
Grantor (as herein defined) (each, a “Grantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION,
as collateral agent for the Secured Parties (as herein defined) (together with its permitted
successors in such capacity, the “Collateral Agent”).



RECITALS:




     WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date
hereof (as it may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among Easton-Bell Sports, Inc., a
Delaware corporation (the “Company”), RBG Holdings Corp., a Delaware corporation, certain
Subsidiaries of the Company, as Canadian Borrowers, certain Subsidiaries of the Company, as U.S.
Guarantors, certain Subsidiaries of the Borrowers, as Canadian Guarantors, the Lenders party
thereto from time to time, Wachovia Bank, National Association, as Administrative Agent and
Collateral Agent and Wachovia Capital Finance Corporation (Canada), an Ontario corporation, as
Canadian Agent;



     WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may
enter into one or more Secured Hedge Agreements with one or more Lender Counterparties



     WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and
Lender Counterparties as set forth in the Credit Agreement and the Secured Hedge Agreements,
respectively, each Grantor has agreed to secure such Grantor’s obligations under the Credit
Documents and the Secured Hedge Agreements as set forth herein; and



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, each Grantor and the Collateral Agent agree as follows:



SECTION 1




DEFINITIONS; GRANT OF SECURITY




     1.1 General Definitions.



     In this Agreement, the following terms shall have the following meanings:



     “Account Debtor” shall mean each Person who is obligated on a Receivable or any
Supporting Obligation related thereto.



     “Accounts” shall mean all “accounts” as defined in Article 9 of the UCC, including
Health-Care Insurance Receivables.



 









 





     “Additional Grantors” shall have the meaning assigned in Section 5.2.



     “Agreement” shall have the meaning set forth in the preamble.



     “Annual Reporting Date” shall mean the date on which annual financial statements are
delivered by the Company pursuant to Section 5.1(a) of the Credit Agreement.



     “Assigned Agreements” shall mean all agreements and contracts to which such Grantor is
a party as of the date hereof, or to which such Grantor becomes a party after the date hereof,
including, without limitation, each Material Contract, as each such agreement may be amended,
supplemented or otherwise modified from time to time.



     “Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”,
as now and hereafter in effect, or any successor statute.



     “Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the UCC,
including, without limitation, “electronic chattel paper” or “tangible chattel paper”, as each term
is defined in Article 9 of the UCC.



     “Collateral” shall have the meaning assigned in Section 2.1.



     “Collateral Account” shall mean any account established by the Collateral Agent.



     “Collateral Agent” shall have the meaning set forth in the preamble.



     “Collateral Records” shall mean books, records, ledger cards, files, correspondence,
customer lists, blueprints, technical specifications, manuals, computer software, computer
printouts, tapes, disks and related data processing software and similar items that at any time
evidence or contain information relating to any of the Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon.



     “Collateral Support” shall mean all property (real or personal) assigned, hypothecated
or otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.



     “Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article
9 of the UCC asserted by any Grantor, including, without limitation, all commercial tort claims
listed on Schedule 4.8.



     “Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9
of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule
4.4 under the heading “Commodities Accounts”.



     “Company” shall have the meaning set forth in the preamble.



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     “Copyright Licenses” shall mean any and all agreements providing for the granting of
any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 4.7(B).



     “Copyrights” shall mean all United States and foreign copyrights (including community
designs), including but not limited to copyrights in software and databases and all Mask Works (as
defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and,
with respect to any and all of the foregoing: (i) all registrations and applications therefor
including, without limitation, the registrations and applications referred to in Schedule
4.7(A), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto
throughout the world, (iv) all rights to sue for past, present and future infringements thereof,
and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages and proceeds of suit.



     “Credit Agreement” shall have the meaning set forth in the recitals.



     “Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of
the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule
4.4 under the heading “Deposit Accounts”.



     “Documents” shall mean all “documents” as defined in Article 9 of the UCC.



     “Equipment” shall mean: (i) all “equipment” as defined in Article 9 of the UCC, (ii)
all machinery, manufacturing equipment, data processing equipment, computers, office equipment,
furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts
thereof, whether or not at any time of determination incorporated or installed therein or attached
thereto, and all replacements therefor, wherever located, now or hereafter existing, including any
fixtures.



     “General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9
of the UCC, including “payment intangibles” as defined in Article 9 of the UCC and (ii) shall
include, without limitation, all Hedge Agreements, all tax refunds, all licenses, permits,
concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each
case, regardless of whether characterized as general intangibles under the UCC).



     “Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall
include, without limitation, all Inventory and Equipment (in each case, regardless of whether
characterized as goods under the UCC).



     “Grantors” shall have the meaning set forth in the preamble.



     “Health-Care Insurance Receivable” shall mean all “health-care-insurance receivable”
as defined in Article 9 of the UCC.



     “Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.



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     “Insurance” shall mean (i) all insurance policies covering any or all of the
Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key
man life insurance policies.



     “Intellectual Property” shall mean, collectively, the Copyrights, the Copyright
Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade
Secrets, and the Trade Secret Licenses.



     “Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii)
all goods held for sale or lease or to be furnished under contracts of service or so leased or
furnished, all raw materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such
inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor
has an interest in mass or a joint or other interest or right of any kind; and all goods which are
returned to or repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether characterized as
inventory under the UCC).



     “Investment Accounts” shall mean the Collateral Account, Securities Accounts,
Commodities Accounts and Deposit Accounts.



     “Investment Related Property” shall mean: (i) all “investment property” (as such term
is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified
as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment
Accounts and certificates of deposit.



     “Lender” shall have the meaning set forth in the recitals.



     “Letter of Credit Right” shall mean “letter-of-credit right” as defined in Article 9
of the UCC.



     “Lien” shall mean (i) any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, and any lease in the nature thereof) and any
option, trust or other preferential arrangement having the practical effect of any of the foregoing
and (ii) in the case of Pledged Equity Interests, any purchase option, call or similar right of a
third party with respect to such Pledged Equity Interests.



     “Material Receivables” is defined in Section 4.3(b)(iii) hereof.



     “Money” shall mean “money” as defined in the UCC.



     “Patent Licenses” shall mean all agreements providing for the granting of any right in
or to Patents (whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement referred to in Schedule 4.7(D).



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     “Patents” shall mean all United States and foreign patents and certificates of
invention, or similar industrial property rights, and applications for any of the foregoing,
including, but not limited to: (i) each patent and patent application referred to in Schedule
4.7(C) hereto, (ii) all reissues, divisions, continuations, continuations-in-part, extensions,
renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world,
(iv) all inventions and improvements described therein, (v) all rights to sue for past, present and
future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising
therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.



     “Permitted Sale” shall mean those sales, transfers or assignments permitted by the
Credit Agreement.



     “Pledge Supplement” shall mean any supplement to this agreement in substantially the
form of Exhibit A.



     “Pledged Debt” shall mean all Indebtedness owed to such Grantor, including, without
limitation, all Indebtedness described on Schedule 4.4(A) under the heading “Pledged Debt”,
issued by the obligors named therein, the instruments evidencing such Indebtedness, and all
interest, cash, instruments and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.



     “Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests,
Pledged Partnership Interests and Pledged Trust Interests.



     “Pledged LLC Interests” shall mean (as limited by Section 2.2(b) hereof) all interests
in any limited liability company owned by a Grantor, including, without limitation, all limited
liability company interests listed on Schedule 4.4(A) under the heading “Pledged LLC
Interests” and the certificates, if any, representing such limited liability company interests and
any interest of such Grantor on the books and records of such limited liability company or on the
books and records of any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such limited liability company interests.



     “Pledged Partnership Interests” shall mean (as limited by Section 2.2(b) hereof) all
interests in any general partnership, limited partnership, limited liability partnership or other
partnership owned by a Grantor, including, without limitation, all partnership interests listed on
Schedule 4.4(A) under the heading “Pledged Partnership Interests” and the certificates, if
any, representing such partnership interests and any interest of such Grantor on the books and
records of such partnership or on the books and records of any securities intermediary pertaining
to such interest and all dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such partnership interests.



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     “Pledged Stock” shall mean (as limited by Section 2.2(b) hereof) all shares of Capital
Stock owned by such Grantor, including, without limitation, all shares of Capital Stock described
on Schedule 4.4(A) under the heading “Pledged Stock”, and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the books of the issuer
of such shares or on the books of any securities intermediary pertaining to such shares, and all
dividends, distributions, cash, warrants, rights, options, instruments, securities and other
property or proceeds from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such shares.



     “Pledged Trust Interests” shall mean (as limited by Section 2.2(b) hereof) all
interests in a Delaware business trust or other trust including, without limitation, all trust
interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” and the
certificates, if any, representing such trust interests and any interest of such Grantor on the
books and records of such trust or on the books and records of any securities intermediary
pertaining to such interest and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such trust interests.



     “Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii)
payments or distributions made with respect to any Investment Related Property and (iii) whatever
is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise
disposed of, whether such disposition is voluntary or involuntary.



     “Quarterly Reporting Date” shall mean the date on which quarterly financial statements
are delivered by the Company pursuant to Section 5.1(b) of the Credit Agreement.



     “Receivables” shall mean all rights to payment, whether or not earned by performance,
for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights constituting or evidenced
by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property,
together with all of Grantor’s rights, if any, in any goods or other property giving rise to such
right to payment and all Collateral Support and Supporting Obligations related thereto and all
Receivables Records.



     “Receivables Records” shall mean (i) all original copies of all documents, instruments
or other writings or electronic records or other Records evidencing the Receivables, (ii) all
books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other
papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes,
computer discs, computer runs, record keeping systems and other papers and documents relating to
the Receivables, whether in the possession or under the control of Grantor or any computer bureau
or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of
financing statements and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other creditors or secured
parties, and certificates, acknowledgments, or other writings, including, without limitation, lien
search reports, from filing or other registration officers, (iv) all credit information, reports
and



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memoranda relating thereto and (v) all other written or nonwritten forms of information
related in any way to the foregoing or any Receivable.




     “Record” shall have the meaning specified in Article 9 of the UCC.



     “Secured Obligations” shall have the meaning assigned in Section 3.1.



     “Secured Parties” shall mean the Lenders (including Canadian Lenders), the Agents and
the Lender Counterparties and shall include, without limitation, all former Lenders, Agents and
Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while
such Persons were Lenders, Agents or Lender Counterparties and such Obligations have not been paid
or satisfied in full.



     “Securities” shall mean any stock, shares, partnership interests, membership or
limited liability company interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as “securities” or any certificates of
interest, shares or participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.



     “Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8
of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule
4.4(A) under the heading “Securities Accounts”.



     “Supporting Obligation” shall mean all “supporting obligations” as defined in Article
9 of the UCC.



     “Tax Code” shall mean the United States Internal Revenue Code of 1986, as amended from
time to time.



     “Trademark Licenses” shall mean any and all agreements providing for the granting of
any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 4.7(F).



     “Trademarks” shall mean all United States and foreign trademarks, trade names,
corporate names, company names, business names, fictitious business names, Internet domain names,
service marks, certification marks, collective marks, logos, elements of package or trade dress of
goods or services, other source or business identifiers, designs and general intangibles of a like
nature, all registrations and applications for any of the foregoing, including, but not limited to:
(i) the registrations and applications referred to in Schedule 4.7(E), (ii) all extensions
or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the
use of and symbolized by the foregoing, (iv) the right to sue for past, present and future
infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all
Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments,
claims, damages, and proceeds of suit.



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     “Trade Secret Licenses” shall mean any and all agreements providing for the granting
of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder)
including, without limitation, each agreement referred to in Schedule 4.7(G).



     “Trade Secrets” shall mean all trade secrets and all other confidential or proprietary
information and know-how whether or not such Trade Secret has been reduced to a writing or other
tangible form, including all documents and things embodying, incorporating, or referring in any way
to such Trade Secret, including but not limited to: (i) the right to sue for past, present and
future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the
foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages,
and proceeds of suit.



     “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York or, when the context implies, the Uniform Commercial Code as in effect from time
to time in any other applicable jurisdiction.



     “United States” shall mean the United States of America.



     1.2 Definitions; Interpretation



     All capitalized terms used herein (including the preamble and recitals hereto) and not
otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if
not defined therein, in the UCC. References to “Sections,” “Exhibits” and “Schedules” shall be to
Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise
specifically provided. Section headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose or be given
any substantive effect. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference. The use herein of the
word “include” or “including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not nonlimiting language
(such as “without limitation” or “but not limited to” or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter. If any conflict or
inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall
govern. To the extent any Grantor is permitted to dispose of the Collateral under the Credit
Agreement, no notice or consent shall be required hereunder. All references herein to provisions
of the UCC shall include all successor provisions under any subsequent version or amendment to any
Article of the UCC.



     1.3 Schedules



     References to any Schedules hereunder shall refer to the Schedules as attached to this
Agreement on the Closing Date as well as to any amendment, supplements or modifications to the
information contained in such Schedules, including but not limited to, delivery of written



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notice pursuant to Section 5.01(n) of the Credit Agreement and delivery of the annual
collateral verification pursuant to Section 5.1(o) of the Credit Agreement.




SECTION 2




GRANT OF SECURITY




2.1 Grant of Security.




     Each Grantor hereby grants to the Collateral Agent a security interest in and continuing lien
on all of such Grantor’s right, title and interest in, to and under all personal property of such
Grantor, including, but not limited to the following, in each case whether now owned or existing or
hereafter acquired or arising and wherever located (all of which being hereinafter collectively
referred to as the “Collateral”):




	 	(a)	 	Accounts;
	 
	 	(b)	 	Chattel Paper (including Electronic Chattel Paper);
	 
	 	(c)	 	Commercial Tort Claims;
	 
	 	(d)	 	Documents;
	 
	 	(e)	 	Fixtures;
	 
	 	(f)	 	General Intangibles (including Payment Intangibles);
	 
	 	(g)	 	Goods (including Inventory and Equipment);
	 
	 	(h)	 	Instruments;
	 
	 	(i)	 	Insurance;
	 
	 	(j)	 	Intellectual Property;
	 
	 	(k)	 	Investment Related Property;
	 
	 	(l)	 	Letter of Credit Rights;
	 
	 	(m)	 	Money;
	 
	 	(n)	 	Receivables and Receivable Records;
	 
	 	(o)	 	Software;




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     (p) to the extent not otherwise included above, all Collateral Records, Collateral
Support and Supporting Obligations relating to any of the foregoing; and




     (q) to the extent not otherwise included above, all Proceeds, products, Accessions,
rents and profits of or in respect of any of the foregoing.



     2.2 Certain Limited Exclusions.



     Notwithstanding anything herein to the contrary, in no event shall the security interest
granted under Section 2.1 hereof attach to (a) any Equipment that is subject to a purchase money
lien or capital lease permitted under the Credit Agreement to the extent the documents relating to
such purchase money lien or capital lease would not permit such Equipment to be subject to the
security interests created hereby or (b) any property for so long as the grant of such security
interest (i) is prohibited by any applicable law of any Governmental Authority, or (ii) will
constitute or result in the abandonment, invalidation, unenforceability, breach or termination
pursuant to the terms of, or a default under, any lease, license, contract or other agreement
evidencing or giving rise to such property or, in the case of any Investment Related Property,
applicable shareholder or similar agreement; provided, however, that such security
interest shall attach immediately at such time as the condition or term causing such abandonment,
invalidation, unenforceability, breach, termination or default shall be rendered ineffective (by
operation of the UCC or otherwise) or remedied, and to the extent severable, shall attach
immediately to any portion of such lease, license, contract or other agreement or shareholder or
similar agreement that does not result in any of the consequences specified in (i) or (ii) above;
or (b) with respect to Obligations of the U.S. Credit Parties, in any of the outstanding Capital
Stock of a Foreign Subsidiary in excess of 65% of all classes of Capital Stock of such Foreign
Subsidiary entitled to vote.



     Notwithstanding anything contained herein to the contrary, the Grantors shall not be required
to take any actions with respect to the property excluded pursuant to this Section 2.2 and none of
the representations, warranties and covenants contained herein shall be deemed to apply to any such
property.



SECTION 3




SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE




     3.1 Security for Obligations.



     This Agreement secures, and the Collateral is collateral security for, the prompt and complete
payment or performance in full when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including the payment of amounts that would become
due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every
Grantor (the “Secured Obligations”).



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3.2 Continuing Liability Under Collateral.




     Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all
obligations under the Collateral and nothing contained herein is intended or shall be a delegation
of duties to the Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable under
each of the agreements included in the Collateral, including, without limitation, any agreements
relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the
obligations undertaken by it thereunder all in accordance with and pursuant to the terms and
provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation
or liability under any of such agreements by reason of or arising out of this Agreement or any
other document related thereto nor shall the Collateral Agent nor any Secured Party have any
obligation to make any inquiry as to the nature or sufficiency of any payment received by it or
have any obligation to take any action to collect or enforce any rights under any agreement
included in the Collateral, including, without limitation, any agreements relating to Pledged
Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of
any of its rights hereunder shall not release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral.



SECTION 4




REPRESENTATIONS AND WARRANTIES AND COVENANTS




     4.1 Generally.




     (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and (x) with respect to clauses (i) and (x) below, on each
Credit Date, and (y) with respect to all other clauses below, on each Annual Reporting Date
that:




     (i) it owns the Collateral purported to be owned by it or otherwise has the
rights it purports to have in each item of Collateral free and clear of any and all
Liens, rights or claims of all other Persons, including, without limitation, liens
arising as a result of such Grantor becoming bound (as a result of merger or
otherwise) as debtor under a security agreement entered into by another Person,
other than Permitted Liens;




     (ii) it has indicated on Schedule 4.1(A): (w) the type of organization
of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its
organizational identification number, if any and (z) the jurisdiction where the
chief executive office or its sole place of business is (or the principal residence
if such Grantor is a natural person), and for the one-year period preceding the date
hereof has been, located;




     (iii) the full legal name of such Grantor is as set forth on Schedule
4.1(A) and it has not done in the five (5) years prior to the Closing Date,



11









 






business under any other name except for those names set forth on Schedule
4.1(B);




     (iv) except as provided on Schedule 4.1(C), it has not changed its
name, jurisdiction of organization, chief executive office or sole place of business
(or principal residence if such Grantor is a natural person) or its corporate
structure in any way (e.g., by merger, consolidation, change in corporate form or
otherwise) within the five (5) years prior to the Closing Date;




     (v) it has not within the five (5) years prior to the Closing Date become bound
(whether as a result of merger or otherwise) as debtor under a security agreement
entered into by another Person, which has not heretofore been terminated other than
the agreements identified on Schedule 4.1(D) hereof;




     (vi) (u) upon the filing of all UCC financing statements naming each Grantor as
“debtor” and the Collateral Agent as “secured party” and describing the Collateral
in the filing offices set forth opposite such Grantor’s name on Schedule 4.01(E)
hereof and other filings delivered by each Grantor, (v) upon delivery of all
Instruments, Chattel Paper and certificated Pledged Equity Interests and Pledged
Debt, (w) upon sufficient identification of Commercial Tort Claims, (x) upon
execution of a control agreement establishing the Collateral Agent’s “control”
(within the meaning of Section 9-806, 9-106 or 9-104 of the UCC, as applicable) with
respect to any Investment Account and, to the extent required by the UCC, any
uncertificated Pledged Equity Interest, (y) upon consent of the issuer with respect
to Letter of Credit Rights, and (z) upon recordation of the security interests
granted hereunder in Patents, Trademarks and Copyrights in the applicable
intellectual property registries, including but not limited to the United States
Patent and Trademark Office and the United States Copyright Office, the security
interests granted to the Collateral Agent hereunder constitute valid and perfected
first priority Liens (subject in the case of priority only to Permitted Liens and
the rights of the United States government (including any agency or department
thereof) with respect to United States government Receivables) on all of the
Collateral subject to such grant;




     (vii) [reserved]




     (viii) other than the financing statements filed in favor of the Collateral
Agent, no effective UCC financing statement, fixture filing or other instrument
similar in effect under any applicable law covering all or any part of the
Collateral is on file in any filing or recording office except for (x) financing
statements for which proper termination statements have been delivered to the
Collateral Agent for filing and (y) financing statements filed in connection with
Permitted Liens;




     (ix) other than the financing statements to be filed in favor of the Collateral
Agent or any other actions, filing or notices to be consummated after the Closing
Date pursuant to Section 5.14 of the Credit Agreement with respect to



12









 






the Collateral, no authorization, approval or other action by, and no notice to
or filing with, any Governmental Authority or regulatory body is required for either
(i) the pledge or grant by any Grantor of the Liens purported to be created in favor
of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any
rights or remedies in respect of any Collateral (whether specifically granted or
created hereunder or created or provided for by applicable law), except as may be
required, in connection with the disposition of any Investment Related Property, by
laws generally affecting the offering and sale of Securities;




(x) all information supplied by any Grantor with respect to any of the
Collateral (in each case taken as a whole with respect to any particular Collateral)
is accurate and complete in all material respects;




(xi) none of the Collateral constitutes, or is the Proceeds of, “farm products”
(as defined in the UCC);




(xii) it does not own any “as extracted collateral” (as defined in the UCC) or
any timber to be cut; and




(xiii) such Grantor has been duly organized as an entity of the type as set
forth opposite such Grantor’s name on Schedule 4.1(A) solely under the laws
of the jurisdiction as set forth opposite such Grantor’s name on Schedule
4.1(A) and remains duly existing as such. Such Grantor has not filed any
certificates of domestication, transfer or continuance in any other jurisdiction.



     Notwithstanding anything herein to the contrary, all representations and warranties contained
in this Agreement to be made by a Grantor on any Annual Reporting Date shall be deemed for purposes
of Section 3.2(a)(iii) of the Credit Agreement as if made on the most recent Annual Reporting Date
(or if no Annual Reporting Date has occurred, then as of the Closing Date) and shall not be brought
down and made as of any Credit Date to the extent such Credit Date is not the Closing Date or an
Annual Reporting Date.




     (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:




     (i) except for the security interest created by this Agreement, it shall not
create or suffer to exist any Lien upon or with respect to any of the Collateral,
except Permitted Liens, and such Grantor shall defend the Collateral against all
Persons at any time claiming any interest therein;




     (ii) it shall not produce, use or permit to its knowledge any Collateral to be
used in violation of any provision of this Agreement or in any material respect
unlawfully or in violation of any applicable statute, regulation or ordinance or any
policy of insurance covering the Collateral;



13









 






     (iii) it shall not change such Grantor’s name, identity, corporate structure
(e.g., by merger, consolidation, change in corporate form or otherwise), type of
organization or jurisdiction of organization or unless it shall have (a) notified
the Collateral Agent in writing, by executing and delivering to the Collateral Agent
a completed Pledge Supplement, substantially in the form of Exhibit A
attached hereto, together with all Supplements to Schedules thereto, at least
fifteen (15) days prior to any such change or establishment (unless the Collateral
Agent consents to a shorter period or notice after the fact), identifying such new
proposed name, identity, corporate structure, jurisdiction of organization and
providing such other information in connection therewith as the Collateral Agent may
reasonably request and (b) taken all actions reasonably requested by the Collateral
Agent to maintain the continuous validity, perfection and the same or better
priority of the Collateral Agent’s security interest in the Collateral intended to
be granted and agreed to hereby;




     (iv) if the Collateral Agent or any Secured Party gives value to enable Grantor
to acquire rights in or the use of any Collateral, it shall use such value for such
purposes and such Grantor further agrees that repayment of any Obligation shall
apply on a “first-in, first-out” basis so that the portion of the value used to
acquire rights in any Collateral shall be paid in the chronological order such
Grantor acquired rights therein;




     (v) it shall not take or permit any action which could reasonably be expected
to materially impair the Collateral Agent’s rights in the Collateral other than
Permitted Sales and the granting of Permitted Liens; and




     (vi) it shall not sell, transfer or assign (by operation of law or otherwise)
any Collateral except as Permitted Sales and the granting of Permitted Liens.



     4.2 Equipment and Inventory.




     (a) Representations and Warranties. Each Grantor represents and warrants, on
the Closing Date and on each Annual Reporting Date, that:




     (i) substantially all material Equipment and Inventory included in the
Collateral was kept for five (5) years prior to the Closing Date only at one or more
of the locations specified in Schedule 4.2 or in the possession of salesmen,
processors or repairmen in transit or in the ordinary course of business; provided
that with respect to consignee arrangements with the Grantors’ customers, the
Grantors shall specify locations by client (not by location).




     (b) Covenants and Agreements. Each Grantor covenants and agrees that:




     (i) it shall (A) notify the Collateral Agent in writing, contemporaneously with
the delivery of the annual financial statements under



14









 






Section 5.1(c) of the Credit Agreement and at such other times as the
Collateral Agent may reasonably request by executing and delivering to the
Collateral Agent the annual collateral verification required by Section 5.1(o) of
the Credit Agreement or an amendment or supplement to Schedule 4.2, as
applicable, of any Document evidencing any Equipment and Inventory and (B) take all
actions necessary to maintain the continuous validity, perfection and the same or
better priority of the Collateral Agent’s security interest in the Collateral
intended to be granted and agreed to hereby, or to enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder, with respect to such
Document, Equipment and Inventory;




     (ii) it shall keep correct and accurate records of the Inventory, as is
customarily maintained under similar circumstances by Persons of established
reputation engaged in similar business, and in any event in conformity with GAAP;




     (iii) it shall not deliver any Document evidencing any Equipment and Inventory
to any Person other than the issuer of such Document to claim the Goods evidenced
therefor or the Collateral Agent;




     (iv) if any Equipment or Inventory (other than Inventory covered by clause
(viii)) with a value in excess of $600,000 individually or $5,000,000 in the
aggregate is in possession or control of any third party for a period of more than
30 days, each Grantor shall notify the Collateral Agent thereof no later than the
next Quarterly Reporting Date and thereafter, upon reasonable request by the
Collateral Agent, each Grantor shall join with the Collateral Agent in notifying the
third party of the Collateral Agent’s security interest and use commercially
reasonable efforts to obtain an acknowledgment from the third party that it is
holding the Equipment and Inventory for the benefit of the Collateral Agent;
provided that such notification and acknowledgment shall not be required to the
extent prohibited by a bona fide Contractual Obligation of such Grantor and such
Contractual Obligation was not entered into in contemplation of these requirements;




     (v) with respect to any item of Equipment in excess of $600,000 individually or
$5,000,000 in the aggregate which is covered by a certificate of title under a
statute of any jurisdiction under the law of which indication of a security interest
on such certificate is required as a condition of perfection thereof, upon the
reasonable request of the Collateral Agent, (A) provide information with respect to
any such Equipment, (B) execute and file with the registrar of motor vehicles or
other appropriate authority in such jurisdiction an application or other document
requesting the notation or other indication of the security interest created
hereunder on such certificate of title, and (C) deliver to the Collateral Agent
copies of all such applications or other documents filed during such calendar
quarter and copies of all such certificates of title issued during such



15









 






calendar quarter indicating the security interest created hereunder in the
items of Equipment covered thereby;




     (vi) it shall notify the Collateral Agent no later than the next Quarterly
Reporting Date of any Inventory or Equipment in excess of $600,000 individually or
$5,000,000 in the aggregate coming in the possession of an issuer of a negotiable
document (as defined in Section 7-104 of the UCC) therefor;




     (vii) any Goods produced by any Grantor included in the Collateral shall be
produced in compliance with the requirements of the Fair Labor Standards Act of
1938, as amended; and




     (viii) if any Inventory in excess of $10,000,000 in the aggregate with respect
to any one customer of a Grantor or $25,000,000 in the aggregate with respect to all
customers of the Grantors is held by such customer or customers pursuant to a
consignment or sale or return arrangement, promptly notify the Collateral Agent of
such arrangement and to the extent requested by the Collateral Agent, take such
actions as are necessary to perfect the Grantor’s Lien on such Inventory.



     4.3 Receivables.




     (a) Representations and Warranties. Each Grantor represents and warrants, on
the Closing Date and on each Credit Date, that:




     (i) each Material Receivable arose from bona fide transactions in the ordinary
course of business;




     (ii) none of the Account Debtors in respect of any Material Receivable is the
government of the United States, any agency or instrumentality thereof, any state or
municipality or any foreign sovereign; and




     (iii) no Material Receivable is evidenced by, or constitutes, an Instrument or
Chattel Paper which has not been delivered to, or otherwise subjected to the control
of, the Collateral Agent to the extent required by, and in accordance with Section
4.3(c).




     (b) Covenants and Agreements: Each Grantor hereby covenants and agrees that:




     (i) it shall keep and maintain at its own cost and expense accurate and
complete records of the Receivables, as is customarily maintained under similar
circumstances by Persons of established reputation engaged in similar businesses,
and in any event in conformity with GAAP;




     (ii) [reserved]



16









 






     (iii) other than in the ordinary course of business and except as otherwise
provided in subsection (iv) below, upon the occurrence and during the continuation
of an Event of Default, such Grantor shall not (v) amend, modify, terminate or waive
any provision of any Receivable in excess of $600,000 individually for any invoice
or $5,000,000 in the aggregate for any account (“Material Receivables”) in
any manner which could reasonably be expected to have a material adverse effect on
the value of such Material Receivable as Collateral, (w) grant any extension or
renewal of the time of payment of any Material Receivable, (x) compromise or settle
any dispute, claim or legal proceeding with respect to any Material Receivable for
less than the total unpaid balance thereof, (y) release, wholly or partially, any
Person liable for the payment thereof, or (z) allow any credit or discount thereon;




     (iv) except as otherwise provided in this subsection, each Grantor may continue
to collect all amounts due or to become due to such Grantor under the Receivables
and any Supporting Obligation and may exercise each right it may have under any
Receivable any Supporting Obligation or Collateral Support, in each case, at its own
expense; provided, however, at any time following the occurrence and
during the continuation of an Event of Default, the Collateral Agent may: (1)
direct the Account Debtors under any Receivables to make payment of all amounts due
or to become due to such Grantor thereunder directly to the Collateral Agent; (2)
notify, or require any Grantor to notify, each Person maintaining a lockbox or
similar arrangement to which Account Debtors under any Receivables have been
directed to make payment to remit all amounts representing collections on checks and
other payment items from time to time sent to or deposited in such lockbox or other
arrangement directly to the Collateral Agent; and (3) enforce, at the expense of
such Grantor, collection of any such Receivables and to adjust, settle or compromise
the amount or payment thereof, in the same manner and to the same extent as such
Grantor might have done. If the Collateral Agent notifies any Grantor that it has
elected to collect the Receivables in accordance with the preceding sentence, any
payments of Receivables received by such Grantor shall be forthwith promptly
deposited by such Grantor in the exact form received, duly indorsed by such Grantor
to the Collateral Agent if required, in the Collateral Account maintained under the
sole dominion and control of the Collateral Agent, and until so turned over, all
amounts and proceeds (including checks and other instruments) received by such
Grantor in respect of the Receivables, any Supporting Obligation or Collateral
Support shall be received for the benefit of the Collateral Agent hereunder and
shall be segregated from other funds of such Grantor and such Grantor shall not
adjust, settle or compromise the amount or payment of any Receivable, or release
wholly or partly any Account Debtor or obligor thereof, or allow any credit or
discount thereon;




     (v) except as it shall determine otherwise in the ordinary course of business,
it shall use its commercially reasonable efforts to keep in full force and



17









 






effect any Supporting Obligation or Collateral Support relating to any Material
Receivable; and




     (vi) it shall notify the Collateral Agent in writing the next Quarterly
Reporting Date following receipt of any Material Receivable in respect of which the
Account Debtor is the government of the United States, any agency or instrumentality
thereof, any state or municipality or any foreign sovereign.




     (c) Delivery and Control of Receivables. With respect to any Material
Receivables that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor
shall cause each originally executed copy thereof to be delivered to the Collateral Agent
(or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in
blank: (i) with respect to any such Receivables in existence on the date hereof, on or
prior to the date hereof and (ii) with respect to any such Receivables hereafter arising,
such Grantor acquiring rights therein. With respect to any Material Receivables which would
constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take
all steps necessary to give the Collateral Agent control over such Material Receivables
(within the meaning of Section 9-105 of the UCC): (i) with respect to any such Material
Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with
respect to any such Receivables hereafter arising, the next Quarterly Reporting Date
following such Grantor acquiring rights therein. Any Material Receivable not otherwise
required to be delivered or subjected to the control of the Collateral Agent in accordance
with this subsection (c) shall be delivered or subjected to such control upon request of the
Collateral Agent.



     4.4 Investment Related Property. Investment Related Property Generally.




     (a) Covenants and Agreements. Each Grantor hereby covenants and agrees that:




     (i) in the event it acquires rights in any Investment Related Property after
the date hereof, it shall deliver to the Collateral Agent, no less frequently than
on an annual basis or as otherwise expressly required by the Credit Agreement, a
completed Pledge Supplement, substantially in the form of Exhibit A attached
hereto, together with all Supplements to Schedules thereto, reflecting such new
Investment Related Property and all other Investment Related Property.
Notwithstanding the foregoing, it is understood and agreed that the security
interest of the Collateral Agent shall attach to all Investment Related Property
immediately upon any Grantor’s acquisition of rights therein and shall not be
affected by the failure of any Grantor to deliver a supplement to Schedule
4.4 as required hereby;




     (ii) except as provided in the next sentence, in the event such Grantor
receives any dividends, interest or distributions on any Investment Related
Property, or any securities or other property upon the merger, consolidation,
liquidation or dissolution of any issuer of any Investment Related Property, then



18









 






(a) such dividends, interest or distributions and securities or other property
shall be included in the definition of Collateral without further action and (b)
such Grantor shall promptly take all steps reasonably requested by the Collateral
Agent to ensure the validity, perfection, priority and, if applicable, control of
the Collateral Agent over such Investment Related Property (including, without
limitation, delivery thereof to the Collateral Agent) and pending any such action
such Grantor shall be deemed to hold such dividends, interest, distributions,
securities or other property for the benefit of the Collateral Agent and shall
segregate such dividends, distributions, Securities or other property from all other
property of such Grantor. Notwithstanding the foregoing, so long as no Event of
Default shall have occurred and be continuing, the Collateral Agent authorizes each
Grantor to retain all cash dividends and distributions and all payments of interest;




     (iii) each Grantor consents to the grant by each other Grantor of a Security
Interest in all Investment Related Property to the Collateral Agent.




     (b) Delivery and Control.




     (i) Each Grantor agrees that with respect to any Investment Related Property in
which it currently has rights it shall comply with the provisions of this Section
4.4(b) on or before the Closing Date (or such other time period as specified in the
Credit Agreement) and with respect to any Investment Related Property hereafter
acquired by such Grantor it shall comply with the provisions of this Section 4.4(b)
no later than the next Quarterly Reporting Date after acquiring rights therein, in
each case in form and substance reasonably satisfactory to the Collateral Agent.
With respect to any Investment Related Property that is represented by a certificate
or that is an “instrument” (other than any Investment Related Property credited to a
Securities Account) it shall cause such certificate or instrument to be delivered to
the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in
Section 8-107 of the UCC), regardless of whether such certificate constitutes a
“certificated security” for purposes of the UCC. With respect to any Investment
Related Property that is an “uncertificated security” for purposes of the UCC
(other than any “uncertificated securities” credited to a Securities Account), it
shall cause any issuer of such uncertificated security which is a Subsidiary (other
than an Immaterial Subsidiary), and shall use commercially reasonable efforts to
cause any issuer of such uncertificated security which is not a Subsidiary, upon
request by the Collateral Agent, execute an agreement substantially in the form of
Exhibit B hereto or such other form reasonably acceptable to the Collateral
Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s
instructions with respect to such uncertificated security without further consent by
such Grantor.



19









 






     (c) Voting and Distributions.




     (i) So long as no Event of Default shall have occurred and be continuing and no
notice shall have been given pursuant to clause (ii) below:




	 	(1)	 	except as otherwise provided
under the covenants and agreements relating to investment
related property in this Agreement or elsewhere herein or in the
Credit Agreement, each Grantor shall be entitled to exercise or
refrain from exercising any and all voting and other consensual
rights pertaining to the Investment Related Property or any part
thereof for any purpose not inconsistent in any material respect
with the terms of this Agreement or the Credit Agreement; it
being understood, however, that neither the voting by such
Grantor of any Pledged Stock for, or such Grantor’s consent to,
the election of directors (or similar governing body) at a
regularly scheduled annual or other meeting of stockholders or
with respect to incidental matters at any such meeting, nor such
Grantor’s consent to or approval of any action otherwise
permitted under this Agreement and the Credit Agreement, shall
be deemed inconsistent with the terms of this Agreement or the
Credit Agreement within the meaning of this Section
4.4(c)(i)(1), and no notice of any such voting or consent need
be given to the Collateral Agent; and
	 
	 	(2)	 	the Collateral Agent shall
promptly execute and deliver (or cause to be executed and
delivered) to each Grantor all proxies, and other instruments as
such Grantor may from time to time reasonably request for the
purpose of enabling such Grantor to exercise the voting and
other consensual rights when and to the extent which it is
entitled to exercise pursuant to clause (1) above;






     (ii) Upon either delivery by any Grantor to the Collateral Agent of written
notice that an Event of Default has occurred and is continuing, or delivery by the
Collateral Agent or the Administrative Agent to Grantor of written notice that the
Event of Default exists:




	 	(A)	 	all rights of each Grantor to
exercise or refrain from exercising the voting and other
consensual rights which it would otherwise be entitled to
exercise pursuant hereto shall, upon notice to such Grantor by
the Collateral Agent, cease and all such rights shall thereupon
become vested in the Collateral Agent who shall thereupon have
the sole




20









 






	 	 	 	right to exercise such voting and other consensual rights;
and
	 
	 	(B)	 	in order to permit the Collateral
Agent to exercise the voting and other consensual rights which
it may be entitled to exercise pursuant hereto and to receive
all dividends and other distributions which it may be entitled
to receive hereunder: (1) each Grantor shall promptly execute
and deliver (or cause to be executed and delivered) to the
Collateral Agent all proxies, dividend payment orders and other
instruments as the Collateral Agent may from time to time
reasonably request and (2) each Grantor acknowledges that the
Collateral Agent may utilize the power of attorney set forth in
Section 6.1.






     (d) Limitation on Foreign Pledges. Notwithstanding anything in this Section 4
or any other Section of this Agreement to the contrary, the Obligations of the U.S. Credit
Parties shall not be secured by, and the Grantors shall not be required to deliver to the
Collateral Agent as security for such Obligations, more than 65% of all classes of
outstanding Capital Stock of a Foreign Subsidiary entitled to vote.



     4.5 Pledged Equity Interests.




     (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and (x) with respect to clauses (iii) and (iv) below, on each
Credit Date and (y) with respect to all other clauses below, on each Annual Reporting Date,
that:




     (i) Schedule 4.4(A) sets forth under the headings “Pledged Stock,
“Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust
Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged
Partnership Interests and Pledged Trust Interests owned by any Grantor and such
Pledged Equity Interests constitute the percentage of issued and outstanding shares
of stock, percentage of membership interests, percentage of partnership interests or
percentage of beneficial interest of the respective issuers thereof indicated on
such Schedule, all of which is true, accurate and complete as of the Closing Date or
thereafter, as of the Annual Reporting Date;




     (ii) except as set forth on Schedule 4.4(B), it has not acquired any
majority equity interests of another entity or substantially all the assets of
another entity within the five (5) years prior to the Closing Date;




     (iii) it is the record and beneficial owner of the Pledged Equity Interests
free of all Liens, rights or claims of other Persons other than Permitted Liens and
there are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or



21









 






property that is convertible into, or that requires the issuance or sale of,
any Pledged Equity Interests;




     (iv) no material consent of any Person including any other general or limited
partner, any other member of a limited liability company, any other shareholder or
any other trust beneficiary is necessary in connection with the creation, perfection
or first priority status (subject to Permitted Liens) of the security interest of
the Collateral Agent in any Pledged Equity Interests or the exercise by the
Collateral Agent of the voting or other rights provided for in this Agreement or the
exercise of remedies in respect thereof; and




     (v) except as otherwise set forth in Schedule 4.4 hereto, none of the
Pledged LLC Interests nor Pledged Partnership Interests issued by any Grantor or any
Subsidiary thereof are or represent interests in issuers that: (a) are registered as
investment companies or (b) are dealt in or traded on securities exchanges or
markets.




     (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:




     (i) other than as permitted under the Credit Agreement, without the prior
written consent of the Collateral Agent (which shall not be unreasonably withheld),
it shall not vote to enable or take any other action to: (a) amend or terminate any
partnership agreement, limited liability company agreement, certificate of
incorporation, by-laws or other organizational documents in any way that adversely
affects the validity, perfection or priority of the Collateral Agent’s security
interest except for Permitted Liens and Permitted Sales, (b) permit any issuer of
any Pledged Equity Interest that is a Grantor or a Subsidiary thereof to issue any
additional stock, partnership interests, limited liability company interests or
other equity interests of any nature or to issue securities convertible into or
granting the right of purchase or exchange for any stock or other equity interest of
any nature of such issuer unless such stock or interests is pledged hereunder, (c)
permit any issuer of any Pledged Equity Interest that is a Subsidiary to dispose of
all or a material portion of their assets, (d) waive any default under or breach of
any terms of organizational document relating to the issuer of any Pledged Equity
Interest or the terms of any Pledged Debt that would individually or in the
aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings
that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests
which are not securities (for purposes of the UCC) on the date hereof to elect or
otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC
Interests to be treated as securities for purposes of the UCC unless such Grantor
notifies the Collateral Agent in writing prior to any such election or action and,
in such event, takes all steps reasonably requested by the Collateral Agent to
establish the Collateral Agent’s “control” thereof;



22









 






     (ii) each Grantor consents to the grant by each other Grantor of a security
interest in all Investment Related Property to the Collateral Agent and, without
limiting the foregoing, consents to the transfer of any Pledged Partnership Interest
and any Pledged LLC Interest to the Collateral Agent or its nominee following the
occurrence and during the continuance of an Event of Default and to the substitution
of the Collateral Agent or its nominee as a partner in any partnership or as a
member in any limited liability company with all the rights and powers related
thereto; and




     (iii) it shall notify the Collateral Agent in writing, by executing and
delivering to the Collateral Agent a completed Pledge Supplement, substantially in
the form of Exhibit A attached hereto, together with all Supplements to
Schedules thereto, promptly if any issuer of Pledged LLC Interests or Pledged
Partnership Interests that is a Grantor or a Subsidiary thereof has not opted for
such Pledged LLC Interests or Pledged Partnership Interests to be treated as
securities under the uniform commercial code of any jurisdiction.



     4.6 Pledged Debt.




     (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and each Annual Reporting Date, that:




     (i) Schedule 4.4 sets forth under the heading “Pledged Debt” all of the
Pledged Debt owned by any Grantor as of the Closing Date or thereafter, as of the
Annual Reporting Date and all of such Pledged Debt has been duly authorized,
authenticated or issued, and delivered and is the legal, valid and binding
obligation of the issuers thereof and is not in default and constitutes all of the
issued and outstanding inter-company Indebtedness.



     4.7 Investment Accounts.




     (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and (x) with respect to clauses (ii), (iv) and (v) below, on
each Credit Date and (y) with respect to all other clauses below, on each Annual Reporting
Date, that:




     (i) Schedule 4.4 hereto sets forth under the headings “Securities
Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts
and Commodities Accounts in which each Grantor has an interest as of the Closing
Date or thereafter, as of the Annual Reporting Date;




     (ii) each Grantor is the sole entitlement holder of each such Securities
Account and Commodity Account, and such Grantor has not consented to, and is not
otherwise aware of, any Person (other than the Collateral Agent pursuant thereto)
having “control” (within the meanings of Sections 8-106 and 9-106 of the



23









 






UCC) over, or any other interest in, any such Securities Account or Commodity
Account or securities or other property credited thereto;




     (iii) Schedule 4.4 hereto sets forth under the headings “Deposit
Accounts” all of the Deposit Accounts in which each Grantor has an interest as of
the Closing Date or thereafter, as of the Annual Reporting Date;




     (iv) each Grantor is the sole account holder of each such Deposit Account and
such Grantor has not consented to, and is not otherwise aware of, any Person (other
than the Collateral Agent pursuant thereto) having either sole dominion and control
(within the meaning of common law) or “control” (within the meanings of Section
9-104 of the UCC) over, or any other interest in, any such Deposit Account or any
money or other property deposited therein; and




     (v) unless otherwise in accordance with the Credit Agreement, each Grantor has
taken all actions reasonably requested by the Collateral Agent, including those
specified in Section 4.4.4(c), to: (a) establish the Collateral Agent’s “control”
(within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the
Investment Related Property constituting Certificated Securities, Uncertificated
Securities, Securities Accounts, Securities Entitlements or Commodities Accounts
(each as defined in the UCC); (b) establish the Collateral Agent’s “control” (within
the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (c) deliver
all Instruments to the Collateral Agent.




     (b) Delivery and Control.




     (i) With respect to any Investment Related Property consisting of Securities
Accounts or Securities Entitlements, it shall, to the extent required under the
Credit Agreement, within sixty (60) days of the request by the Collateral Agent (or
such extended period of time as agreed to by the Collateral Agent), cause the
securities intermediary maintaining such Securities Account or Securities
Entitlement to enter into an agreement substantially in the form of Exhibit
C hereto or such other form reasonably acceptable to the Collateral Agent,
pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement
orders” without further consent by such Grantor. With respect to any Investment
Related Property that is a “Deposit Account,” it shall, to the extent required under
the Credit Agreement, within sixty (60) days of the request by the Collateral Agent
(or such extended period of time as agreed to by the Collateral Agent), cause the
depositary institution maintaining such account to enter into an agreement
substantially in the form of Exhibit D hereto or such other form reasonably
acceptable to the Collateral Agent, pursuant to which the Collateral Agent shall
have both sole dominion and control over such Deposit Account (within the meaning of
the common law) and “control” (within the meaning of Section 9-104 of the UCC) over
such Deposit Account. Unless otherwise in accordance with the Credit Agreement,
each Grantor shall have entered into such control agreement or agreements, to the
extent required under the Credit



24









 






Agreement and upon request by the Collateral Agent, with respect to: (i) any
Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the
Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts,
Securities Entitlements or Deposit Accounts that are created or acquired after the
Closing Date, no later than the Quarterly Reporting Date following the deposit or
transfer of any such Securities Entitlements or funds, whether constituting moneys
or investments, into such Securities Accounts or Deposit Accounts.



     In addition to the foregoing, if any issuer of any Investment Related Property is located in a
jurisdiction outside of the United States, if requested by the Collateral Agent, each Grantor shall
take such additional actions, including, without limitation, causing the issuer to register the
pledge on its books and records or making such filings or recordings, in each case as may be
reasonably requested by the Collateral Agent, under the laws of such issuer’s jurisdiction to
insure the validity, perfection and priority of the security interest of the Collateral Agent.
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall
have the right, without notice to any Grantor, to transfer all or any portion of the Investment
Related Property to its name or the name of its nominee or agent. In addition, the Collateral
Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates
or instruments representing any Investment Related Property for certificates or instruments of
smaller or larger denominations.



     4.8 Material Contracts.



     Each Grantor hereby covenants and agrees that, in addition to any rights under the Section of
this Agreement relating to Receivables, upon the occurrence and during the continuation of an Event
of Default, the Collateral Agent may at any time notify, or require any Grantor to so notify, the
counterparty on any Material Contract of the security interest of the Collateral Agent therein. In
addition, after the occurrence and during the continuance of an Event of Default, the Collateral
Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify,
the counterparty to make all payments under the Material Contracts directly to the Collateral
Agent; and



     4.9 Letter of Credit Rights.




     (a) Representations and Warranties. Each Grantor hereby represents and
warrants:




     (i) all material letters of credit to which such Grantor has rights, as of the
Closing Date and as of each Annual Reporting Date, is listed on Schedule
4.6; and




     (ii) as of each Credit Date, it has obtained the consent of each issuer of any
material letter of credit to the assignment of the proceeds of the letter of credit
to the Collateral Agent.



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     (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that
with respect to any material letter of credit hereafter arising it shall promptly and in any
event within sixty (60) days (or such extended period of time as agreed to by the Collateral
Agent) of its obtaining rights in such material letter of credit rights obtain the consent
of the issuer thereof to the assignment of the proceeds of the letter of credit to the
Collateral Agent and shall deliver to the Collateral Agent a completed Pledge Supplement,
substantially in the form of Exhibit A attached hereto, together with all
Supplements to Schedules thereto.



     4.10 Intellectual Property.




     (a) Representations and Warranties. Except as disclosed in Schedule
4.7(H), each Grantor hereby represents and warrants, on the Closing Date and (x) with
respect to clauses (ii) – (ix) below, on each Credit Date and (y) with respect to clauses
(i) and (x) below, on each Annual Reporting Date, that:




     (i) Schedule 4.7 sets forth a true and complete list of (i) all United
States, state and foreign registrations of and applications for Patents, Trademarks,
and Copyrights owned by each Grantor and (ii) all Patent Licenses, Trademark
Licenses, Trade Secret Licenses and Copyright Licenses material to the business of
such Grantor as of the Closing Date or thereafter, as of the Annual Reporting Date;




     (ii) it is the owner of the right, title, and interest in and to all material
Intellectual Property that it purports to own, and owns or has the valid right to
use all other material Intellectual Property, in each case as used in or necessary
to conduct its business, free and clear of all Liens, claims, encumbrances and
licenses, except for Permitted Liens, the licenses set forth on Schedule
4.7(B), (D), (F) and (G) and other licenses or sub-licenses entered into
in the ordinary course of business;




     (iii) each Grantor has performed all acts and has paid all renewal,
maintenance, and other fees and taxes required to maintain each and every
registration and application of material Intellectual Property in full force and
effect;




     (iv) (A) to such Grantor’s knowledge, all material Intellectual Property is
valid and enforceable and (B) no holding, decision, or judgment has been rendered in
any action or proceeding before any court or administrative authority challenging
the validity of such Grantor’s right to register, or such Grantor’s rights to own or
use, any material Intellectual Property and no such action or proceeding is pending
or, to such Grantor’s knowledge, threatened;




     (v) all registrations and applications for material Copyrights, Patents and
Trademarks purported to be owned by any Grantor are standing in the name of each
Grantor, and none of the material Trademarks, Patents, Copyrights or



26









 






Trade Secret Collateral has been licensed by any Grantor to any affiliate or
third party, except as disclosed on Schedule 4.7(B), (D), (F) and (G) as of
the Closing Date or, with respect to licenses entered into after the Closing Date to
the Collateral Agent on the next Quarterly Reporting Date;




     (vi) except as would not have a Material Adverse Effect, each Grantor uses
adequate standards of quality in the manufacture, distribution, and sale of all
products sold and in the provision of all services rendered under or in connection
with all Trademark Collateral and has taken all action reasonably necessary to
insure that all licensees of the Trademark Collateral owned by such Grantor use
such adequate standards of quality;




     (vii) to such Grantor’s knowledge, the conduct of such Grantor’s business does
not infringe upon or otherwise violate any trademark, patent, copyright, trade
secret or similar intellectual property right owned or controlled by a third party
in a manner reasonably likely to result in a Material Adverse Effect; no written
claim has been received by such Grantor that the use of any Intellectual Property
owned or used by Grantor (or any of its respective licensees) violates the asserted
rights of any third party that could reasonably be expected to result in a Material
Adverse Effect;




     (viii) to each Grantor’s knowledge, no third party is infringing upon or
otherwise violating any rights in any Intellectual Property owned or used by such
Grantor, or any of its respective licensees in a manner reasonably likely to result
in a Material Adverse Effect;




     (ix) no settlement or consents, covenants not to sue, nonassertion assurances,
or releases have been entered into by Grantor or to which Grantor is bound that
adversely effect Grantor’s rights to own or use any Intellectual Property in a
manner reasonably likely to result in a Material Adverse Effect; and




     (x) except as permitted under the Credit Agreement, each Grantor has not made a
previous assignment, sale, transfer or agreement constituting a present or future
assignment, sale, transfer or agreement of any Intellectual Property disclosed on
Schedule 4.7(A), (B), (C), (D), (E), (F) or (G) that has not been terminated
or released. There is no effective financing statement or other document or
instrument now executed, or on file or recorded in any public office, granting a
security interest in or otherwise encumbering any material part of the Intellectual
Property, other than the financing statements filed in favor of the Collateral Agent
or as otherwise disclosed on Schedule 4.7.




     (b) Covenants and Agreements. Each Grantor hereby covenants and agrees as
follows:




     (i) it shall not do any act or omit to do any commercially unreasonable act
whereby any of the Intellectual Property which in its reasonable judgment is



27









 






material to the business of Grantor may lapse, or become abandoned, dedicated
to the public, or unenforceable, or which would adversely affect the validity,
grant, or enforceability of the security interest granted therein;




     (ii) it shall not, with respect to any Trademarks which are material to the
business of any Grantor, as determined in its reasonable judgment, cease the use of
any of such Trademarks or fail to maintain the level of the quality of products sold
and services rendered under any of such Trademark at a level at least substantially
consistent with the quality of such products and services as of the date hereof, and
each Grantor shall take all steps reasonably necessary to insure that licensees of
such Trademarks use such consistent standards of quality;




     (iii) it shall, within sixty (60) days following the creation or acquisition of
any Copyrightable work which is material to the business of Grantor, apply to
register the Copyright in the United States Copyright Office except for works with
respect to which the Grantor has determined with the exercise of its commercially
reasonable judgment that it shall not so apply;




     (iv) it shall promptly notify the Collateral Agent if it knows that any item of
the Intellectual Property that in its reasonable judgment is material to the
business of any Grantor may become (a) abandoned or dedicated to the public or
placed in the public domain, (b) invalid or unenforceable, or (c) subject to any
adverse determination or development (including the institution of proceedings) in
any action or proceeding in the United States Patent and Trademark Office, the
United States Copyright Office, and state registry, any foreign counterpart of the
foregoing, or any court, except as would not have a Material Adverse Effect;




     (v) it shall take all reasonable steps in the United States Patent and
Trademark Office, the United States Copyright Office, any state registry or any
foreign counterpart of the foregoing, to pursue any application and maintain any
registration of each Trademark, Patent, and Copyright owned by any Grantor and
material to its business which is now or shall become included in the Intellectual
Property including, but not limited to, those items on Schedule 4.7(A), (C) and
(E) (as each may be amended or supplemented from time to time), except as would
not have a Material Adverse Effect;




     (vi) in the event that any Intellectual Property owned by or exclusively
licensed to any Grantor that in its reasonable judgment is material to the business
of such Grantor is, to such Grantor’s knowledge, infringed, misappropriated, or
diluted by a third party, such Grantor shall promptly take all reasonable actions to
stop such infringement, misappropriation, or dilution and protect its rights in such
Intellectual Property (except for such works in respect to which such Grantor has
determined in the exercise of its commercially reasonable judgment that it shall not
take any action);



28









 






     (vii) On the Quarterly Reporting Date after a filing or registration described
in clause (i) or (ii) takes place, it shall promptly (but in no event more than
thirty (30) days after any Grantor obtains knowledge thereof) report to the
Collateral Agent (i) the filing of any application to register any material
Intellectual Property with the United States Patent and Trademark Office, the United
States Copyright Office, or any state registry or foreign counterpart of the
foregoing (whether such application is filed by such Grantor or through any agent,
employee, licensee, or designee thereof) and (ii) the registration of any
Intellectual Property by any such office, in each case by executing and delivering
to the Collateral Agent a completed Pledge Supplement, substantially in the form of
Exhibit A attached hereto, together with all Supplements to Schedules
thereto;




     (viii) it shall, promptly upon the reasonable request of the Collateral Agent,
execute and deliver to the Collateral Agent any document required to acknowledge,
confirm, register, record, or perfect the Collateral Agent’s interest in any part of
the Intellectual Property, whether now owned or hereafter acquired;




     (ix) except with the prior consent of the Collateral Agent (not to be
unreasonably withheld) or with respect to Permitted Liens, each Grantor shall not
execute, and there will not be on file in any public office, any financing statement
or other document or instruments, except financing statements or other documents or
instruments filed or to be filed in favor of the Collateral Agent and each Grantor
shall not license, grant any option, or create or suffer to exist any Lien upon or
with respect to the material Intellectual Property, except for (a) the Liens created
by and under this Agreement and the other Credit Documents and (b) licenses entered
into in the ordinary course of business of such Grantor; and




     (x) it shall hereafter use commercially reasonable efforts so as not to permit
the inclusion in any Material Contract to which it hereafter becomes a party of any
provision that could or might in any way materially impair or prevent the creation
of a security interest in, or the assignment of, such Grantor’s rights and interests
in any property included within the definitions of any Intellectual Property
acquired under such contracts, provided that this shall not apply to standard form
contracts entered into in the ordinary course of business.




     (xi) it shall use proper statutory notice in connection with its use of any
Patent, except where the failure to do so would not have a Material Adverse Effect;
and




     (xii) unless otherwise determined in the exercise of business judgment, it
shall continue to collect, at its own expense, all amounts due or to become due to
such Grantor in respect of the material Intellectual Property or any portion
thereof. Following the occurrence and during the continuance of an Event of
Default, in connection with such collections, each Grantor may take (and, at the
Collateral Agent’s reasonable direction, shall take) such action as such Grantor or
the Collateral Agent may deem reasonably necessary to enforce collection of such



29









 






amounts. Notwithstanding the foregoing, the Collateral Agent shall have the
right at any time following the occurrence and during the continuance of an Event of
Default, to notify, or require any Grantor to notify, any obligors with respect to
any such amounts of the existence of the security interest created hereby.



     4.11 Commercial Tort Claims.




     (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that Schedule 4.8 sets forth
all Commercial Tort Claims of each Grantor in excess of $1,000,000 individually or
$5,000,000 in the aggregate as of the Closing Date or thereafter, as of the date on which
financial statements were required to be provided under the Credit Agreement for the last
Fiscal Quarter then ended or the last date such Schedule 4.8 was otherwise required
to be amended or supplemented in accordance with the Credit Agreement; and




     (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that
with respect to any Commercial Tort Claim in excess of $1,000,000 individually or $5,000,000
in the aggregate hereafter arising it shall on the next Quarterly Reporting Date after it
acquires rights in such Commercial Tort Claims deliver to the Collateral Agent a completed
Pledge Supplement, substantially in the form of Exhibit A attached hereto, together
with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.



SECTION 5




FURTHER ASSURANCES; ADDITIONAL GRANTORS




     5.1 Further Assurances.




     (a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it
shall promptly execute and deliver all further instruments and documents, and take all
further action, that the Collateral Agent may reasonably request, in order to create and/or
maintain the validity, perfection or priority of and protect any security interest granted
hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the foregoing,
each Grantor shall:




     (i) file such financing or continuation statements, or amendments thereto, and
execute and deliver such other agreements, instruments, endorsements, powers of
attorney or notices, as the Collateral Agent may reasonably request, in order to
perfect and preserve the security interests granted or purported to be granted
hereby; and




     (ii) take all actions necessary to ensure the recordation of appropriate
evidence of the liens and security interest granted hereunder in the Intellectual



30









 






Property with any intellectual property registry in which said Intellectual
Property is registered or in which an application for registration is pending
including, without limitation, the United States Patent and Trademark Office, the
United States Copyright Office, the various Secretaries of State, and the foreign
counterparts on any of the foregoing.




     (b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records,
including, without limitation, financing or continuation statements, and amendments thereto,
in any jurisdictions and with any filing offices as the Collateral Agent may determine, in
its sole discretion, are necessary to perfect the security interest granted to the
Collateral Agent herein. Such financing statements may describe the Collateral in the same
manner as described herein or may contain an indication or description of collateral that
describes such property in any other manner as the Collateral Agent may determine, in its
sole discretion, is necessary, to ensure the perfection of the security interest in the
Collateral granted to the Collateral Agent herein, including, without limitation, describing
such property as “all assets” or “all personal property, whether now owned or hereafter
acquired.




     (c) Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after
obtaining such Grantor’s approval of or signature to such modification by amending
Schedule 4.7 to include reference to any right, title or interest in any existing
Intellectual Property or any Intellectual Property acquired or developed by any Grantor
after the execution hereof or to delete any reference to any right, title or interest in any
Intellectual Property in which any Grantor no longer has or claims any right, title or
interest.



     5.2 Additional Grantors.



     From time to time subsequent to the date hereof, additional Persons may become parties hereto
as additional Grantors (each, an “Additional Grantor”), by executing a Counterpart Agreement. Upon
delivery of any such counterpart agreement to the Collateral Agent, notice of which is hereby
waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto
as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of the Collateral Agent not to cause any Subsidiary of
Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to
any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Grantor hereunder.



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SECTION 6




COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT




     6.1 Power of Attorney.



     To the extent permitted by applicable law, each Grantor hereby irrevocably appoints the
Collateral Agent (such appointment being coupled with an interest) as such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of
such Grantor, the Collateral Agent or otherwise, from time to time, to take any of the following
actions:




     (a) upon the occurrence and during the continuance of any Event of Default, to obtain
and adjust insurance required to be maintained by such Grantor or paid to the Collateral
Agent pursuant to the Credit Agreement;




     (b) upon the occurrence and during the continuance of any Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and receipts for
moneys due and to become due under or in respect of any of the Collateral;




     (c) upon the occurrence and during the continuance of any Event of Default, to receive,
endorse and collect any drafts or other instruments, documents and chattel paper in
connection with clause (b) above;




     (d) upon the occurrence and during the continuance of any Event of Default, to file any
claims or take any action or institute any proceedings that the Collateral Agent may
reasonably request for the collection of any of the Collateral or otherwise to enforce the
rights of the Collateral Agent with respect to any of the Collateral;




     (e) to prepare and file any UCC financing statements against such Grantor as debtor;




     (f) to prepare, sign, and file for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein in the Intellectual
Property in the name of such Grantor as debtor;




     (g) upon the occurrence and during the continuance of an Event of Default, to take or
cause to be taken all actions necessary to perform or comply or cause performance or
compliance with the terms of this Agreement, including, without limitation, access to pay or
discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened
against the Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Collateral Agent in its sole discretion, any such
payments made by the Collateral Agent to become obligations of such Grantor to the
Collateral Agent, due and payable immediately without demand; and



32









 






     (h) upon the occurrence and during the continuance of an Event of Default, generally to
sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though the Collateral Agent were the absolute owner
thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s
expense, at any time or from time to time, all acts and things that the Collateral Agent
deems reasonably necessary to protect, preserve or realize upon the Collateral and the
Collateral Agent’s security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.



     6.2 No Duty on the Part of Collateral Agent or Secured Parties.



     The powers conferred on the Collateral Agent hereunder are solely to protect the interests of
the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or
any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall
be accountable only for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.



SECTION 7




REMEDIES




     7.1 Generally.




     (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent
may exercise in respect of the Collateral, in addition to all other rights and remedies
provided for herein or otherwise available to it at law or in equity, all the rights and
remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to
the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing,
whether by acceleration or otherwise, and also may to the fullest extent permitted by
applicable law pursue any of the following separately, successively or simultaneously:




     (i) require any Grantor to, and each Grantor hereby agrees that it shall at its
expense and promptly upon request of the Collateral Agent forthwith, assemble all or
part of the Collateral as directed by the Collateral Agent and make it available to
the Collateral Agent at a place to be designated by the Collateral Agent that is
reasonably convenient to both parties;




     (ii) enter onto the property owned or leased by any Grantor where any
Collateral is located and take possession thereof with or without judicial process;



33









 






     (iii) prior to the disposition of the Collateral, store the Collateral or
otherwise prepare the Collateral for disposition in any manner to the extent the
Collateral Agent deems appropriate; and




     (iv) without notice except as specified below or under the UCC, sell, assign,
lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the
Collateral or any part thereof in one or more parcels at public or private sale, at
any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for
future delivery, at such time or times and at such price or prices and upon such
other terms as the Collateral Agent may deem commercially reasonable.




     (b) The Collateral Agent or any Secured Party may be the purchaser of any or all of the
Collateral at any public or private (to the extent to the portion of the Collateral being
privately sold is of a kind that is customarily sold on a recognized market or the subject
of widely distributed standard price quotations) sale in accordance with the UCC and the
Collateral Agent, as collateral agent for and representative of the Secured Parties, shall
be entitled, for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such sale made in accordance with
the UCC, to use and apply any of the Secured Obligations as a credit on account of the
purchase price for any Collateral payable by the Collateral Agent at such sale. Each
purchaser at any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by
applicable law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or hereafter
enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law,
at least ten (10) days notice to such Grantor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Collateral Agent may adjourn any public
or private sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it was so
adjourned. Each Grantor agrees that it would not be commercially unreasonable for the
Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites
that provide for the auction of assets of the types included in the Collateral or that have
the reasonable capability of doing so, or that match buyers and sellers of assets. Each
Grantor hereby waives (to the fullest extent permitted by applicable law) any claims against
the Collateral Agent arising by reason of the fact that the price at which any Collateral
may have been sold at such a private sale was less than the price which might have been
obtained at a public sale, even if the Collateral Agent accepts the first offer received and
does not offer such Collateral to more than one offeree. If the proceeds of any sale or
other disposition of the Collateral are insufficient to pay all the Secured Obligations,
Grantors shall be liable for the deficiency and the reasonable fees of any attorneys
employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees
that a breach of any of the covenants contained in this Section will cause irreparable
injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in
respect of such breach and, as a consequence,



34









 






that each and every covenant contained in this Section shall be specifically
enforceable against such Grantor, and such Grantor hereby waives (to the fullest extent
permitted by applicable law) and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no default has occurred
giving rise to the Secured Obligations becoming due and payable prior to their stated
maturities. Nothing in this Section shall in any way alter the rights of the Collateral
Agent hereunder.




     (c) The Collateral Agent may sell the Collateral without giving any warranties as to
the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of
title or the like. This procedure will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.




     (d) The Collateral Agent shall have no obligation to marshal any of the Collateral.



     7.2 Application of Proceeds.



     All proceeds received by the Collateral Agent in respect of any sale, any collection from, or
other realization upon all or any part of the Collateral shall be applied in full or in part by the
Collateral Agent against, the Secured Obligations in accordance with the terms of Section 8.3 of
the Credit Agreement.



     7.3 Sales on Credit.



     If the Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only
with payments actually made by purchaser and received by the Collateral Agent and applied to
indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the
Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.



     7.4 Deposit Accounts.



     If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply
the balance from any Deposit Account that is subject to a control agreement pursuant to the Credit
Agreement or instruct the bank at which any such Deposit Account is maintained to pay the balance
of any such Deposit Account to or for the benefit of the Collateral Agent. Unless an Event of
Default shall have occurred and be continuing, the Collateral Agent agrees not to instruct any bank
in which any Deposit Account that is subject to a control agreement pursuant to the Credit
Agreement is maintained as provided in the immediately preceding sentence.



     7.5 Investment Related Property.



     Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities
Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to
any sale of all or any part of the Investment Related Property conducted without prior registration
or qualification of such Investment Related Property under the Securities Act and/or



35









 




such state securities laws, to limit purchasers to those who will agree, among other things,
to acquire the Investment Related Property for their own account, for investment and not with a
view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale
may be at prices and on terms less favorable than those obtainable through a public sale without
such restrictions (including a public offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral
Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any
Investment Related Property for the period of time necessary to permit the issuer thereof to
register it for a form of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to so register it.
If the Collateral Agent determines to exercise its right to sell any or all of the Investment
Related Property, upon written request, each Grantor shall and shall cause each issuer of any
Pledged Stock to be sold hereunder, each partnership and each limited liability company from time
to time to furnish to the Collateral Agent all such information as the Collateral Agent may request
in order to determine the number and nature of interest, shares or other instruments included in
the Investment Related Property which may be sold by the Collateral Agent in exempt transactions
under the Securities Act and the rules and regulations of the Securities and Exchange Commission
thereunder, as the same are from time to time in effect.




     7.6 Intellectual Property.




     (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and
during the continuation of an Event of Default:




     (i) the Collateral Agent shall have the right (but not the obligation) to bring
suit or otherwise commence any action or proceeding in the name of any Grantor, the
Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce
any Intellectual Property, in which event such Grantor shall, at the request of the
Collateral Agent, do any and all lawful acts and execute any and all documents
required by the Collateral Agent in aid of such enforcement and such Grantor shall
promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in
the Credit Agreement hereof in connection with the exercise of its rights under this
Section, and, to the extent that the Collateral Agent shall elect not to bring suit
to enforce any Intellectual Property as provided in this Section, each Grantor
agrees to use all reasonable measures, whether by action, suit, proceeding or
otherwise, to prevent the infringement or other violation of any of such Grantor’s
rights in the Intellectual Property that is material to the business by others and
for that purpose agrees to diligently maintain any action, suit or proceeding
against any Person so infringing as shall be necessary to prevent such infringement
or violation; and




     (ii) [reserved]




     (iii) the Collateral Agent shall have the right to notify, or require each
Grantor to notify, any obligors with respect to amounts due or to become due to



36









 






such Grantor in respect of the Intellectual Property, of the existence of the
security interest created herein, to direct such obligors to make payment of all
such amounts directly to the Collateral Agent, and, upon such notification and at
the expense of such Grantor, to enforce collection of any such amounts and to
adjust, settle or compromise the amount or payment thereof, in the same manner and
to the same extent as such Grantor might have done;




	 	(1)	 	all amounts and proceeds
(including checks and other instruments) received by Grantor in
respect of amounts due to such Grantor in respect of the
Collateral or any portion thereof shall be received for the
benefit of the Collateral Agent hereunder, shall be segregated
from other funds of such Grantor and shall be forthwith paid
over or delivered to the Collateral Agent in the same form as so
received (with any necessary endorsement) to be held as cash
Collateral and applied as provided by Section 7.7 hereof; and
	 
	 	(2)	 	Grantor shall not adjust, settle
or compromise the amount or payment of any such amount or
release wholly or partly any obligor with respect thereto or
allow any credit or discount thereon.






     (b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no other Event of
Default shall have occurred and be continuing, (iii) an assignment or other transfer to the
Collateral Agent of any rights, title and interests in and to the Intellectual Property
shall have been previously made and shall have become absolute and effective, and (iv) the
Secured Obligations shall not have become immediately due and payable, upon the written
request of any Grantor, the Collateral Agent shall promptly execute and deliver to such
Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may
be necessary to reassign to such Grantor any such rights, title and interests as may have
been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that
may have been made by the Collateral Agent; provided, after giving effect to such
reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as
all other rights and remedies of the Collateral Agent granted hereunder, shall continue to
be in full force and effect; and provided further, the rights, title and interests so
reassigned shall be free and clear of any other Liens granted by or on behalf of the
Collateral Agent and the Secured Parties.




     (c) Solely for the purpose of enabling the Collateral Agent to exercise rights and
remedies under this Section 7 and at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to such Grantor), subject, in
the case of Trademarks, to sufficient rights to quality control and inspection in



37









 






favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use,
operate under, license, or sublicense any Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located.



     7.7 Cash Proceeds.



     Any proceeds of any Collateral received by any Grantor consisting of cash, checks and other
non-cash items received by the Collateral Agent (i) if no Event of Default shall have occurred and
be continuing, shall be turned over to the Grantor and (ii) if an Event of Default shall have
occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the
Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the
Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be
applied by the Collateral Agent against the Secured Obligations then due and owing.



SECTION 8




COLLATERAL AGENT




     The Collateral Agent has been appointed to act as the Collateral Agent hereunder by Lenders
and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent
shall be obligated, and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from taking any action
(including, without limitation, the release or substitution of Collateral), solely in accordance
with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after
payment in full of all Obligations under the Credit Agreement and the other Credit Documents,
exercise, or refrain from exercising, any remedies provided for herein in accordance with the
instructions of the holders of a majority of the aggregate notional amount (or, with respect to any
Secured Hedge Agreement that has been terminated in accordance with its terms, the amount then due
and payable (exclusive of expenses and similar payments but including any early termination
payments then due) under such Secured Hedge Agreement) under all Secured Hedge Agreements. In
furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of
the benefits hereof, agrees that it shall have no right individually to realize upon any of the
Collateral hereunder, it being understood and agreed by such Secured Party that all rights and
remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured
Parties in accordance with the terms of this Section. The Collateral Agent may resign at any time
by giving thirty (30) days’ prior written notice thereof to Lenders and the Grantors, and the
Collateral Agent may be removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to the Grantors and the Collateral Agent signed by the Requisite
Lenders holding more than 50% of the outstanding Commitments under the Credit Agreement. Upon any
such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five
(5) Business Days’ notice to the Collateral Agent, following receipt of the Grantors’ consent
(which shall not be unreasonably withheld or delayed and which shall not be required while an Event
of Default exists), to appoint a successor Collateral Agent. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral Agent,



38









 




that successor Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Collateral Agent under this
Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i)
transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held
hereunder, together with all records and other documents necessary or appropriate in connection
with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii)
execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such
amendments to financing statements, and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Collateral Agent of the security interests
created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its
duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s
resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement
while it was the Collateral Agent hereunder.




SECTION 9




CONTINUING SECURITY INTEREST; TRANSFER OF LOANS




     This Agreement shall create a continuing security interest in the Collateral and shall remain
in full force and effect until the payment in full of all Secured Obligations, the cancellation or
termination of the Commitments and the cancellation or expiration of all outstanding Letters of
Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the
rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and
its successors, transferees and assigns. Without limiting the generality of the foregoing, but
subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans
held by it to any other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of
all Secured Obligations (other than unmatured indemnification obligations), the cancellation or
termination of the Commitments and the cancellation or expiration of all outstanding Letters of
Credit, the security interest granted hereby shall terminate hereunder and of record and all rights
to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall,
at Grantors’ expense, execute and deliver to Grantors such documents as Grantors shall reasonably
request to evidence such termination.



SECTION 10




STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM




     The powers conferred on the Collateral Agent hereunder are solely to protect its interest in
the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the
exercise of reasonable care in the custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against prior



39









 




parties or any other rights pertaining to any Collateral. The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of Collateral in its
possession if such Collateral is accorded treatment substantially equal to that which the
Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors,
officers, employees or agents shall be liable for failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor
fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Collateral Agent incurred in connection
therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.




SECTION 11




MISCELLANEOUS




     Any notice required or permitted to be given under this Agreement shall be given in accordance
with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent
in the exercise of any power, right or privilege hereunder or under any other Credit Document shall
impair such power, right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Credit Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All
covenants hereunder shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted by an exception to,
or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of
a Default or an Event of Default if such action is taken or condition exists. This Agreement shall
be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective
successors and assigns. No Grantor shall, without the prior written consent of the Collateral
Agent given in accordance with the Credit Agreement, assign any right, duty or obligation
hereunder. This Agreement and the other Credit Documents embody the entire agreement and
understanding between Grantors and the Collateral Agent and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and thereof.
Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten oral agreements between the
parties. This Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same document.



40









 





     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



41









 





     IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly authorized as of the date
first written above.



	 	 	 	 	 
	 	EASTON-BELL SPORTS, INC.

 	 
	 	By:  	 	/s/ Mark Tripp
 	 
	 	Name:  	Mark Tripp 	 
	 	Title:  	 	Secretary 	 
	 
	 	ALL AMERICAN SPORTS CORPORATION

BELL POWERSPORTS, INC.

BELL SPORTS CANADA, INC.

BELL SPORTS CORP.

BELL SPORTS, INC.

BELL RACING COMPANY

CDT NEVADA, INC.

EASTON SPORTS ASIA, INC.

EASTON SPORTS, INC.

EQUILINK LICENSING, LLC

GIRO SPORT DESIGN INTERNATIONAL, INC.

MACGREGOR CORPORATION

MACMARK CORPORATION

PRO-LINE ATHLETIC EQUIPMENT, INC.

PRO-LINE TEAM SPORTS, INC.

PROACQ CORP.

RBG HOLDINGS CORP.

RHC LICENSING, LLC

RIDDELL, INC.

RIDDELL SPORTS GROUP, INC.

RIDMARK CORPORATION

 	 
	 	By:  	 	/s/ Mark Tripp
 	 
	 	Name:  	 	Mark Tripp 	 
	 	Title:  	 	Secretary of each of the foregoing 	 



42









 






	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as the Collateral Agent

 	 
	 	By:  	 	/s/ Jeffrey M. Foley
 	 
	 	Name:  	 	Jeffrey M. Foley 	 
	 	Title:  	 	Director 	 



43









 






	 	 	 	 	 



SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT




GENERAL INFORMATION





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational
Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Chief Executive	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Office/Sole Place	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	of Business (or	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Residence if	 	 	 	 
	Full Legal	 	Type of	 	 	Jurisdiction of	 	 	Grantor is a	 	 	 	 
	Name	 	Organization	 	 	Organization	 	 	Natural Person)	 	 	Organization I.D.#	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	(B)	 	Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor
has conducted business for the past five (5) years:





	 	 	 	 	 
	Full Legal Name	 	Trade Name or Fictitious Business Name	 
	 
	 	 	 	 






	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure
within past five (5) years:





	 	 	 	 	 	 	 	 	 
	Name of Grantor	 	Date of Change	 	 	Description of Change	 
	 
	 	 	 	 	 	 	 	 






	(D)	 	Agreements pursuant to which any Grantor is found as debtor within past five (5) years:





	 	 	 	 	 
	Name of Grantor	 	Description of Agreement	 
	 
	 	 	 	 






	(E)	 	Financing Statements:





	 	 	 	 	 
	Name of Grantor	 	Filing Jurisdiction(s)	 
	 
	 	 	 	 





SCHEDULE 4.1-1









 






SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT




	 	 	 	 	 
	Name of Grantor	 	Location of Equipment and Inventory	 
	 
	 	 	 	 






SCHEDULE 4.2-1









 







SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT




INVESTMENT RELATED PROPERTY




(A) Pledged Stock:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	Stock	 	 	 	 	 	No. of	 	 	Outstanding	 
	 	 
	 	 	Stock	 	 	Class of	 	 	Certificated	 	 	Certificate	 	 	Par	 	 	Pledged	 	 	Stock of the	 
	 	Grantor
	 	 	Issuer	 	 	Stock	 	 	(Y/N)	 	 	No.	 	 	Value	 	 	Stock	 	 	Stock Issuer	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Pledged LLC Interests:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	LLC Interests	 
	 	 
	 	 	Limited	 	 	 	 	 	 	 	 	No. of	 	 	of the Limited	 
	 	 
	 	 	Liability	 	 	Certificated	 	 	Certificate	 	 	Pledged	 	 	Liability	 
	 	Grantor
	 	 	Company	 	 	(Y/N)	 	 	No. (if any)	 	 	Units	 	 	Company	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Pledged Partnership Interests:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	Type of	 	 	 	 	 	 	 	 	% of	 
	 	 
	 	 	 	 	 	Partnership	 	 	 	 	 	 	 	 	Outstanding	 
	 	 
	 	 	 	 	 	Interests	 	 	 	 	 	 	 	 	Partnership	 
	 	 
	 	 	 	 	 	(e.g.,	 	 	 	 	 	 	 	 	Interests of	 
	 	 
	 	 	 	 	 	general or	 	 	Certificated	 	 	Certificate	 	 	the	 
	 	Grantor
	 	 	Partnership	 	 	limited)	 	 	(Y/N)	 	 	No. (if any)	 	 	Partnership	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Pledged Trust Interests:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 
	 	 
	 	 	 	 	 	Class of	 	 	 	 	 	 	 	 	Trust	 
	 	 
	 	 	 	 	 	Trust	 	 	Certificated	 	 	Certificate	 	 	Interests of	 
	 	Grantor
	 	 	Trust	 	 	Interests	 	 	(Y/N)	 	 	No. (if any)	 	 	the Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





SCHEDULE 4.5-1




 









 





Pledged Debt:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	Original	 	 	Outstanding	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	Principal	 	 	Principal	 	 	 	 	 	Maturity	 
	 	Grantor
	 	 	Issuer	 	 	Amount	 	 	Balance	 	 	Issue Date	 	 	Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Securities Account:




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Grantor
	 	 	Share of Securities	 	 	Account Number	 	 	Account Name	 
	 	 
	 	 	Intermediary	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 





Commodities Accounts:




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	Name of	 	 	 	 	 	 	 
	 	 
	 	 	Commodities	 	 	 	 	 	 	 
	 	Grantor
	 	 	Intermediary	 	 	Account Number	 	 	Account Name	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 





Deposit Accounts:




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	Name of	 	 	 	 	 	 	 
	 	Grantor
	 	 	Depositary Bank	 	 	Account Number	 	 	Account Name	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 





(B)




	 	 	 	 	 
	Name of Grantor
	 	Date of Acquisition	 	Description of Acquisition






SCHEDULE 4.5-2




 









 





SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT




	 	 	 
	Name of Grantor
	 	Description of Letters of Credit






SCHEDULE 4.6-1




 









 





SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT




INTELLECTUAL PROPERTY




	 	 	 
	(A)
	 	Copyrights
	 
	 	 
	(B)
	 	Copyright Licenses
	 
	 	 
	(C)
	 	Patents
	 
	 	 
	(D)
	 	Patent Licenses
	 
	 	 
	(E)
	 	Trademarks
	 
	 	 
	(F)
	 	Trademark Licenses
	 
	 	 
	(G)
	 	Trade Secret Licenses
	 
	 	 
	(H)
	 	Intellectual Property Exceptions






SCHEDULE 4.7-1




 









 






SCHEDULE 4.8

TO PLEDGE AND SECURITY AGREEMENT




	 	 	 
	Name of Grantor
	 	Commercial Tort Claims






SCHEDULE 4.8-1




 









 





EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT




PLEDGE SUPPLEMENT




     This PLEDGE SUPPLEMENT, dated [MONTH] [DAY], [YEAR], is delivered by [NAME OF GRANTOR] a [NAME
OF STATE WHERE ORGANIZATION IS REGISTERED] [TYPE OF ORGANIZATION] (the “Grantor”) pursuant
to the Pledge and Security Agreement, dated as of March 16, 2006 (as it may be from time to time
amended, restated, modified or supplemented, the “Security Agreement”), among EASTON-BELL
SPORTS, INC., the other Grantors named therein, and WACHOVIA BANK, NATIONAL ASSOCIATION, as the
Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the
meanings ascribed thereto in the Security Agreement.



     Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement
of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right,
title and interest in and to all Collateral to secure the Secured Obligations, in each case whether
now or hereafter existing or in which Grantor now has or hereafter acquires an interest and
wherever the same may be located. Grantor represents and warrants that the attached Supplements to
Schedules accurately and completely set forth all additional information required pursuant to the
Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of
the Schedules to the Security Agreement.



     IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and
delivered by its duly authorized officer as of [MONTH] [DAY], [YEAR].



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT A-1





 









 







SUPPLEMENT TO SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational
Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Chief Executive	 	 
	 
	 	 	 	 	 	Office/Sole Place of	 	 
	 
	 	 	 	 	 	Business (or	 	 
	Full Legal
	 	Type of	 	Jurisdiction of	 	Residence if Grantor	 	 
	Name
	 	Organization	 	Organization	 	is a Natural Person)	 	Organization I.D.#







	(B)	 	Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor
has conducted business for the past five (5) years:





	 	 	 
	Full Legal Name
	 	Trade Name or Fictitious Business Name







	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure
within past five (5) years:





	 	 	 	 	 	 	 
	Name of Grantor
	 	Date of Change	 	Description of Change






     (D) Agreements pursuant to which any Grantor is found as debtor within past five (5) years:



	 	 	 
	Name of Grantor

	 	Description of Agreement






EXHIBIT A-2




 









 





(E)   Financing Statements:




	 	 	 
	Name of Grantor

	 	Filing Jurisdiction(s)






EXHIBIT A-3




 









 





SUPPLEMENT TO SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:




	 	 	 
	Name of Grantor
	 	Location of Equipment and Inventory






EXHIBIT A-4




 









 





SUPPLEMENT TO SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:




(A)




Pledged Stock:




Pledged Partnership Interests:




Pledged LLC Interests:




Pledged Trust Interests:




Pledged Debt:




Securities Account:




Commodities Accounts:




Deposit Accounts:




(B)




	 	 	 	 	 
	Name of Grantor
	 	Date of Acquisition	 	Description of Acquisition






EXHIBIT A-5




 









 





SUPPLEMENT TO SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:




	 	 	 
	Name of Grantor
	 	Description of Letters of Credit






EXHIBIT A-6




 









 





SUPPLEMENT TO SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:




	 	 	 
	(A)

	 	Copyrights
	 
	 	 
	(B)

	 	Copyright Licenses
	 
	 	 
	(C)

	 	Patents
	 
	 	 
	(D)

	 	Patent Licenses
	 
	 	 
	(E)

	 	Trademarks
	 
	 	 
	(F)

	 	Trademark Licenses
	 
	 	 
	(G)

	 	Trade Secret Licenses
	 
	 	 
	(H)

	 	Intellectual Property Exceptions






EXHIBIT A-7




 









 





SUPPLEMENT TO SCHEDULE 4.8

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:




	 	 	 
	Name of Grantor
	 	Commercial Tort Claims







EXHIBIT A-8










 







EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT




UNCERTIFICATED SECURITIES CONTROL AGREEMENT




     This Uncertificated Securities Control Agreement dated as of [MONTH] [DAY], [YEAR] among
[PLEDGOR’S NAME] (the “Pledgor”), Wachovia Bank, National Association, as collateral agent
for the Secured Parties, (the “Collateral Agent”) and [ISSUER’S NAME], a [NAME OF STATE
WHERE ORGANIZATION IS REGISTERED] corporation (the “Issuer”). Capitalized terms used but
not defined herein shall have the meaning assigned in the Pledge and Security Agreement dated [as
of the date hereof], among the Pledgor, the other Grantors party thereto and the Collateral Agent
(the “Security Agreement”). All references herein to the “UCC” shall mean the
Uniform Commercial Code as in effect in the State of New York.



     Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of
the date hereof the Pledgor is the registered owner of [NUMBER OF SHARES] shares of the Issuer’s
[common] stock (the “Pledged Shares”) and the Issuer shall not change the registered owner
of the Pledged Shares without the prior written consent of the Collateral Agent.



     Section 2. Instructions. Subject to the provisions of Section 9, if at any time the Issuer
shall receive instructions originated by the Collateral Agent relating to the Pledged Shares, the
Issuer shall comply with such instructions without further consent by the Pledgor or any other
person.



     Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby
represents and warrants to the Collateral Agent:




     (a) Except as otherwise permitted hereunder, it has not entered into, and until the
termination of this agreement will not enter into, any agreement with any other person
relating to the Pledged Shares pursuant to which it has agreed to comply with instructions
issued by such other person; and




     (b) Except as otherwise permitted hereunder, it has not entered into, and until the
termination of this agreement will not enter into, any agreement with the Pledgor or the
Collateral Agent purporting to limit or condition the obligation of the Issuer to comply
with Instructions as set forth in Section 2 hereof.




     (c) Except for the claims and interest of the Collateral Agent and of the Pledgor in
the Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged
Shares. If any person asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process) against the
Pledged Shares, the Issuer will promptly notify the Collateral Agent and the Pledgor
thereof.



EXHIBIT B-1




 









 









     (d) This Uncertificated Securities Control Agreement is the valid and legally binding
obligation of the Issuer.



     Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of New
York.



     Section 5. Conflict with Other Agreements. In the event of any conflict between this
Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into,
the terms of this Agreement shall prevail. No amendment or modification of this Agreement or
waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is
signed by all of the parties hereto.



     Section 6. Voting Rights. Until such time as the Collateral Agent shall otherwise instruct
the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.



     Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation of law. The
Collateral Agent may assign its rights hereunder only with the express written consent of the
Issuer and by sending written notice of such assignment to the Pledgor.



     Section 8. Indemnification of Issuer. The Pledgor and the Collateral Agent hereby agree that
(a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent
arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof,
except to the extent that such liabilities arise from the Issuer’s negligence and (b) the Pledgor,
its successors and assigns shall at all times indemnify and save harmless the Issuer from and
against any and all claims, actions and suits of others arising out of the terms of this Agreement
or the compliance of the Issuer with the terms hereof, except to the extent that such arises from
the Issuer’s negligence, and from and against any and all liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character arising by reason of the
same, until the termination of this Agreement.



     Section 9. Agreement with Debtor. The Collateral Agent hereby agrees that until such time as
an Event of Default shall have occurred and so long as such Event of Default is continuing and the
Secured Obligations have become due and payable, it will not exercise its right to control the
Pledged Shares pursuant to Section 2, it being understood that this agreement is for the benefit of
the Debtor only and if the Collateral Agent, notwithstanding this Agreement, shall exercise such
control, the Issuer shall be entitled to be fully protected in relying and acting on such exercise
or request.



     Section 10. Notices. Any notice, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and electronic confirmation
of error free receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



EXHIBIT B-2




 









 








	 	 	 
	Pledgor:

	 	[PLEDGOR’S ADDRESS]
	 

	 	Attention:
	 

	 	Telecopier:
	 
	 	 
	Collateral Agent:

	 	Wachovia Bank, National Association
	 

	 	[STREET ADDRESS]
	 

	 	Charlotte, NC [ZIP CODE]
	 

	 	Attention:
	 

	 	Telecopier:
	 
	 	 
	Issuer:

	 	[ISSUER’S ADDRESS]
	 

	 	Attention:
	 

	 	Telecopier:






     Any party may change its address for notices in the manner set forth above.



     Section 11. Termination. The obligations of the Issuer to the Collateral Agent pursuant to
this Control Agreement shall continue in effect until the security interests of the Collateral
Agent in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement.
The Collateral Agent agrees to provide Notice of Termination in substantially the form of
Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination
of the Collateral Agent’s security interest in the Pledged Shares pursuant to the terms of the
Security Agreement. The termination of this Control Agreement shall not terminate the Pledged
Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with
respect to the Pledged Shares.



     Section 12. Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.



	 	 	 	 	 
	 	[NAME OF PLEDGOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT B-3





 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ISSUER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






EXHIBIT B-4




 









 








Exhibit A




[Letterhead of Collateral Agent]




[Date]




[Name and Address of Issuer]




Attention:                                        




Re: Termination of Control Agreement




     You are hereby notified that the Uncertificated Securities Control Agreement between you,
[NAME OF PLEDGOR] and the undersigned (a copy of which is attached) is terminated and you have no
further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous
instructions to you, you are hereby instructed to accept all future directions with respect to
Pledged Shares (as defined in the Uncertificated Control Agreement) from [NAME OF PLEDGOR]. This
notice terminates any obligations you may have to the undersigned with respect to the Pledged
Shares, however nothing contained in this notice shall alter any obligations which you may
otherwise owe to [NAME OF PLEDGOR] pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF
PLEDGOR].



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






EXHIBIT B-1




 









 








EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT




SECURITIES ACCOUNT CONTROL AGREEMENT




     This Securities Account Control Agreement (this “Control Agreement”), dated as of [          ],
by and among [          ] (the “Pledgor”), Wachovia Bank,
National Association, as Collateral Agent (the “Collateral Agent”) and [          ]
(the “Securities Intermediary”), is delivered pursuant to Section 4.7(b)(i) of that
certain pledge and security agreement (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Collateral Agreement”), dated as of March 16, 2006, made
by Easton-Bell Sports, Inc., and each of the Guarantors listed on the signature pages thereto in
favor of Wachovia Bank, National Association, as collateral agent, as pledgee, assignee and secured
party (the “Collateral Agent”). This Control Agreement is for the purpose of perfecting
the security interests of the Secured Parties granted by the Pledgor in the Designated Accounts
described below. All references herein to the “UCC” shall mean the Uniform Commercial Code as in
effect from time to time in the State of New York. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Collateral Agreement.



     Section 1. Confirmation of Establishment and Maintenance of Designated
Accounts. The Securities Intermediary hereby confirms and agrees that (i) the Securities
Intermediary has established for the Pledgor and maintains the account(s) listed in Schedule
I annexed hereto (such account(s), together with each such other securities account maintained
by the Pledgor with the Securities Intermediary collectively, the “Designated Accounts” and
each a “Designated Account”), (ii) each Designated Account will be maintained in the manner
set forth herein until termination of this Control Agreement, (iii) this Control Agreement is the
valid and legally binding obligation of the Securities Intermediary, (iv) the Securities
Intermediary is a “securities intermediary” as defined in Article 8-102(a)(14) of the UCC and (v)
each of the Designated Accounts is a “securities account” as such term is defined in Section
8-501(a) of the UCC.



     Section 2. “Financial Assets” Election. All parties hereto agree that each item of
Investment Property and all other property held in or credited to any Designated Account (the
“Account Property”) shall be treated as a “financial asset” within the meaning of Section
8-102(a)(9) of the UCC.



     Section 3. Entitlement Order. The Securities Intermediary shall comply with
instructions directing the Securities Intermediary with respect to the sale, exchange or transfer
of any Account Property held in each Designated Account originated by a Pledgor, or any
representative of, or investment manager appointed by, a Pledgor until such time as the Collateral
Agent delivers a Notice of Sole Control pursuant to Section 9(i) to the Securities
Intermediary. If after the delivery of a Notice of Sole Control, the Securities Intermediary shall
receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the
Collateral Agent and relating to any financial asset maintained in one or more of the Designated
Accounts, the Securities Intermediary shall comply with such entitlement order



EXHIBIT C-1





 









 







without further consent by the Pledgor or any other person. After the delivery of a Notice of
Sole Control, the Securities Intermediary shall comply with, and is fully entitled to rely upon,
any entitlement order from the Collateral Agent, even if such entitlement order is contrary to any
entitlement order that the Pledgor may give or may have given to the Securities Intermediary.




     Section 4. Subordination of Lien; Waiver of Set-Off. The Securities Intermediary
hereby agrees that any security interest in, lien on, encumbrance, claim or (except as provided in
the next sentence) right of setoff against, any Designated Account or any Account Property it now
has or subsequently obtains shall be subordinate to the security interest of the Collateral Agent
in the Designated Accounts and the Account Property therein or credited thereto. The Securities
Intermediary agrees not to exercise any present or future right of recoupment or set-off against
any of the Designated Accounts or to assert against any of the Designated Accounts any present or
future security interest, banker’s lien or any other lien or claim (including claim for penalties)
that the Securities Intermediary may at any time have against or in any of the Designated Accounts
or any Account Property therein or credited thereto; provided, however, that the
Securities Intermediary may set off all amounts due to the Securities Intermediary in respect of
its customary fees and expenses for the routine maintenance and operation of the Designated
Accounts, including overdraft fees and amounts advanced to settle authorized transactions.



     Section 5. Choice of Law. Both this Control Agreement and the Designated Accounts
shall be governed by the laws of the State of New York. Regardless of any provision in any other
agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s
jurisdiction and the Designated Accounts (as well as the security entitlements related thereto)
shall be governed by the laws of the State of New York.



     Section 6. Conflict with Other Agreements; Amendments. As of the date hereof, there
are no other agreements entered into between the Securities Intermediary and the Pledgor with
respect to any Designated Account or any security entitlements or other financial assets credited
thereto (other than standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not
enter into any other agreement with respect to any Designated Account unless the Collateral Agent
shall have received prior written notice thereof, provided that until the Securities
Intermediary receives a Notice of Sole Control, the Pledgor may designate an investment manager or
other representative to provide Entitlement Orders on behalf of the Pledgor. The Securities
Intermediary and the Pledgor have not and will not enter into any other agreement with respect to
(i) creation or perfection of any security interest in or (ii) control of security entitlements
maintained in any of the Designated Accounts or purporting to limit or condition the obligation of
the Securities Intermediary to comply with entitlement orders with respect to any Account Property
held in or credited to any Designated Account as set forth in Section 3 hereof without the
prior written consent of the Collateral Agent, such consent not be unreasonably withheld. In the
event of any conflict with respect to control over any Designated Account between this Control
Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into,
the terms of this Control Agreement shall prevail. No



EXHIBIT C-2





 









 







amendment or modification of this Control Agreement or waiver of any rights hereunder shall be
binding on any party hereto unless it is in writing and is signed by all the parties hereto.




     Section 7. Certain Agreements.



          (i) As of the date hereof, the Securities Intermediary has furnished to the Collateral Agent
the most recent account statement issued by the Securities Intermediary with respect to each of the
Designated Accounts and the financial assets and cash balances held therein, identifying the
financial assets held therein in a manner acceptable to the Collateral Agent. Each such statement
accurately reflects the assets held in such Designated Account as of the date thereof.




          (ii) The Securities Intermediary will, upon its receipt of each supplement to the Collateral
Agreement signed by the Pledgor and identifying one or more financial assets as “Pledged
Collateral,” enter into its records, including computer records, with respect to each Designated
Account a notation with respect to any such financial asset so that such records and reports
generated with respect thereto identify such financial asset as “Pledged.”




     Section 8. Notice of Adverse Claims. Except for the claims and interest of the
Collateral Agent and of the Pledgor in the Account Property held in or credited to the Designated
Accounts, the Securities Intermediary on the date hereof does not know of any claim to, security
interest in, lien on, or encumbrance against, any Designated Account or Account Property held in or
credited thereto and does not know of any claim that any person or entity other than the Collateral
Agent has been given “control” (within the meaning of Section 8-106 of the UCC) of any Designated
Account or any such Account Property. If the Securities Intermediary becomes aware that any person
or entity is asserting any lien, encumbrance, security interest or adverse claim (including any
writ, garnishment, judgment, warrant of attachment, execution or similar process or any claim of
control) against any of the Account Property held in or credited to any Designated Account, the
Securities Intermediary shall promptly notify the Collateral Agent and the Pledgor thereof.



     Section 9. Maintenance of Designated Accounts. In addition to the obligations of the
Securities Intermediary in Section 3 hereof, the Securities Intermediary agrees to maintain
the Designated Accounts as follows:




     (i) Notice of Sole Control. If at any time the Collateral Agent delivers to
the Securities Intermediary a notice instructing the Securities Intermediary to terminate
Pledgor’s access to any Designated Account (the “Notice of Sole Control”), the
Securities Intermediary agrees that, after receipt of such notice, it will take all
instructions with respect to such Designated Account solely from the Collateral Agent,
terminate all instructions and orders originated by the Pledgor with respect to the
Designated Accounts or any Account Property therein, and cease taking instructions from
Pledgor, including, without limitation, instructions for investment, distribution or
transfer of any financial asset maintained in any Designated Account. Permitting settlement
of



EXHIBIT C-3




 









 







trades pending at the time of receipt of such notice shall not constitute a violation of the
immediately preceding sentence.




     The Collateral Agent hereby covenants, for the benefit of the Pledgor, (i) that the
Collateral Agent will not deliver a Notice of Sole Control to the Securities Intermediary
except upon the occurrence and during the continuation of an Event of Default (as defined in
the Credit Agreement dated as of March 16, 2006, among Easton-Bell Sports, Inc., the
Collateral Agent and other parties thereto, as the same may be amended from time to time)
and (ii) that until it delivers a Notice of Sole Control, it will not exercise its right to
originate instructions to the Securities Intermediary. The forgoing covenant is for the
benefit of the Pledgor only and will not be deemed to constitute a limitation (x) on the
right, as between the Securities Intermediary and the Collateral Agent, of the Collateral
Agent to deliver a Notice of Sole Control or (y) on the Securities Intermediary’s obligation
to comply with such notice and the Securities Intermediary shall be fully protected in so
complying.



     (ii) Voting Rights. Until such time as the Securities Intermediary receives a
Notice of Sole Control, the Pledgor, an investment manager or other representative on behalf
of the Pledgor, shall direct the Securities Intermediary with respect to the voting of any
financial assets credited to any Designated Account.



     (iii) Statements and Confirmations. The Securities Intermediary will send
copies of all statements and other correspondence (excluding routine confirmations)
concerning any Designated Account or any financial assets credited thereto to the Pledgor
and, after the delivery of a Notice of Sole Control, simultaneously to each of the Pledgor
and the Collateral Agent at the address set forth in Section 11 hereof. The
Securities Intermediary will provide to the Collateral Agent, upon the Collateral Agent’s
request therefor from time to time, a statement of the market value of each financial asset
maintained in each Designated Account. The Securities Intermediary shall not change the
name or account number of any Designated Account without the prior written consent of the
Collateral Agent.



     (iv) Perfection in Certificated Securities. The Securities Intermediary
acknowledges that, in the event that it should come into possession of any certificate
representing any security or other Account Property held in or credited to any of the
Designated Accounts, the Securities Intermediary shall retain possession of the same on
behalf and for the benefit of the Collateral Agent and such act shall cause the Securities
Intermediary to be deemed holding such certificate for the Collateral Agent, if necessary to
perfect the Collateral Agent’s security interest in such securities or assets. The
Securities Intermediary hereby acknowledges its receipt of a copy of the Collateral
Agreement, which shall also serve as notice to the Securities Intermediary of a security
interest in collateral held on behalf and for the benefit of the Collateral Agent.



EXHIBIT C-4





 









 








     Section 10. Successors; Assignment. The terms of this Control Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate
successors and permitted assignees.



     Section 11. Notices. Any notice, request or other communication required or permitted
to be given under this Control Agreement shall be in writing and deemed to have been properly given
when delivered in person, or when sent by telecopy or other electronic means and electronic
confirmation of error free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid, addressed to the party at
the address set forth below.



	 	 	 
	Pledgor:

	 	[                    ]

[Address]

Attention:
	 

	 	Telecopy:
	 

	 	Telephone:
	 
	 	 
	 

	 	with copy to:
	 
	 	 
	 

	 	[                    ]

[Address]

Attention:
	 

	 	Telecopy:
	 

	 	Telephone:
	 
	 	 
	Securities

Intermediary:

	 	[                    ]

[Address]

Attention:
	 

	 	Telecopy:
	 

	 	Telephone:
	 
	 	 
	Collateral

Agent:

	 	
Wachovia Bank, National Association
	 

	 	Charlotte Plaza, CP-8, 201
	 

	 	South College Street
	 

	 	Charlotte, NC 28288-0680
	 

	 	Attention: Syndication Agency Services
	 

	 	(Telecopy No. (704) 383-0288






          Any party may change its address for notices in the manner set forth above.




     Section 12. Termination.



     (i) Except as otherwise provided in this Section 12, the obligations of the Securities
Intermediary hereunder and this Control Agreement shall continue in effect until the security



EXHIBIT C-5




 









 







interests of the Collateral Agent in the Designated Accounts and any and all Account Property held
therein or credited thereto have been terminated pursuant to the terms of the Collateral Agreement
and the Collateral Agent has notified the Securities Intermediary of such termination in writing.




          (ii) The Securities Intermediary, acting alone, may terminate this Control Agreement at any
time and for any reason by written notice delivered to the Collateral Agent and the Pledgor not
less than thirty (30) days prior to the effective termination date.




          (iii) Prior to any termination of this Control Agreement pursuant to this Section 12, the
Securities Intermediary hereby agrees that it shall promptly take, at Pledgor’s sole cost and
expense, all reasonable actions necessary to facilitate the transfer of any Account Property in or
credited to the Designated Accounts as follows: (i) in the case of a termination of this Control
Agreement under Section 12(i), to the institution designated in writing by Pledgor; and
(ii) in all other cases, to the institution designated in writing by the Collateral Agent.




     Section 13. Fees and Expenses. The Securities Intermediary agrees to look solely to
the Pledgor for payment of any and all reasonable fees, costs, charges and expenses incurred or
otherwise relating to the Designated Accounts and services provided by the Securities Intermediary
hereunder (collectively, the “Account Expenses”), and the Pledgor agrees to pay such
Account Expenses to the Securities Intermediary on demand therefor. The Pledgor acknowledges and
agrees that it shall be, and at all times remains, solely liable to the Securities Intermediary for
all Account Expenses.



     Section 14. Severability. If any term or provision set forth in this Control
Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other than
those provisions held invalid or unenforceable, shall be construed in all respects as if such
invalid or unenforceable term or provision were omitted.



     Section 15. Counterparts. This Control Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Control Agreement by signing and delivering one or more counterparts.



[signature page follows]




EXHIBIT C-6




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	[                                        ],

as Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[                                        ],

as Securities Intermediary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






SCHEDULE I




Designated Account(s)





 









 








EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT




DEPOSIT ACCOUNT CONTROL AGREEMENT




     AGREEMENT dated as of [          ], by and among                     
(“Company”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”) and
                                        (“Depositary”).



     The parties hereto refer to Account No.                     in the name of Company maintained at
Depositary (the “Account”) and hereby agree as follows:



     1. Company and Lender notify Depositary that by separate agreement Company has granted Lender
a security interest in the Account and all funds on deposit from time to time therein. Depositary
acknowledges being so notified.



     2. Prior to the Effective Time (as defined below) Depositary shall honor all withdrawal,
payment, transfer or other fund disposition or other instructions (collectively,
“instructions”) received from the Company, its designated employees and agents (but not
those from Lender) concerning the Account. The Depositary has not entered into any agreement with
any third party regarding the Deposit Account or, except as otherwise permitted hereunder, agreed
that it will comply with any orders concerning the Deposit Account originated by any such third
party; provided that, for the avoidance of doubt, until Depository receives a Shifting
Control Notice, Company may designate employees and agents to provide instructions on behalf of the
Company.



     On and after the Effective Time (and without Company’s consent), Depositary shall comply with
all instructions received from Lender (but not those from Company) concerning the Account,
including instructions directing disposition of funds in the Account, without further consent by
Company, and Company shall have no right or ability to access or withdraw or transfer funds from
the Account.



     For the purposes hereof, the “Effective Time” shall be the opening of business on the second
business day next succeeding the business day on which a notice purporting to be signed by Lender
in substantially the same form as Exhibit A, attached hereto, with a copy of this Agreement
attached thereto (a “Shifting Control Notice”), is actually received by the individual
employee of Depositary to whom the notice is required hereunder to be addressed; provided, however,
that if any such notice is so received after 12:00 noon, New York City time, on any business day,
the “Effective Time” shall be the opening of business on the third business day next
succeeding the business day on which such receipt occurs. For purposes of this Agreement, a
“business day” is any day other than a Saturday, Sunday or other day on which Depositary is or is
authorized or required by law to be closed.



     Lender hereby covenants, for the benefit of the Company, (i) that Lender will not deliver a
Shifting Control Notice to Depositary except upon the occurrence and during the continuation of an
Event of Default (as defined in the Credit Agreement dated as of March 16, 2006, among



EXHIBIT D-1




 









 







Easton-Bell
Sports, Inc., Lender and other parties thereto, as the same may be amended from time to time) and
(ii) that until it delivers a Shifting Control Notice, it will not exercise its right to originate
instructions to Depositary. The forgoing covenant is for the benefit of the Company only and will
not be deemed to constitute a limitation (x) on the right, as between Depositary and Lender, of
Lender to deliver a Shifting Control Notice or (y) on Depositary’s obligation to comply with such
notice and Depositary shall be fully protected in so complying.




     Notwithstanding the foregoing: (i) all transactions involving or resulting in a transaction
involving the Account duly commenced by Depositary prior to the Effective Time and so consummated
or processed thereafter shall be deemed not to constitute a violation of this Agreement; and (ii)
Depositary may (at its discretion and without any obligation to do so) commence honoring solely
Lender’s instructions concerning the Account at any time or from time to time after it becomes
aware that Lender has sent to it a Shifting Control Notice but prior to the Effective Time therefor
(including without limitation halting, reversing or redirecting any transaction referred to in
clause (i) above) with no liability whatsoever to Company or any other party for doing so.



     3. This Agreement supplements, rather than replaces, Depositary’s deposit account agreement,
terms and conditions and other standard documentation in effect from time to time with respect to
the Account or services provided in connection with the Account (the “Account
Documentation”), which Account Documentation will continue to apply to the Account and such
services, and the respective rights, powers, duties, obligations, liabilities and responsibilities
of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of
this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall
control). Each of Company and the Depositary further agrees that it will not enter into any
agreement with any third party other than the Lender that provides or has the effect of allowing or
requiring the Depositary to comply with instructions originating by such third party regarding the
Account.



     4. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like
right against the Account for so long as this Agreement is in effect except with respect to (i)
returned or charged-back items, (ii) reversals or cancellations of payment orders and other
electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to the
Account or the services provided hereunder or (iv) overdrafts in the Account.



     5. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only
the duties and responsibilities with respect to the matters set forth herein as is expressly set
forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party
hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good faith
without investigation on any notice (including without limitation a Shifting Control Notice),
instruction or request purportedly furnished to it by Company or Lender in accordance with the
terms hereof, in which case the parties hereto agree that Depositary has no duty to make any
further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Depositary has no
knowledge of (and is not required to know) the terms and provisions of the separate agreement
referred to in paragraph 1 above or any other related documentation or whether any actions by
Lender (including without limitation the sending of a Shifting Control Notice), Company or any
other person or entity are permitted or a breach thereunder or consistent or inconsistent



EXHIBIT D-2




 









 







therewith, (iv) Depositary shall not be liable to any party hereto or any other person for any
action or failure to act under or in connection with this Agreement except to the extent such
conduct constitutes a breach of this Agreement, its own willful misconduct or negligence (and to
the maximum extent permitted by law, shall under no circumstances be liable for any incidental,
indirect, special, consequential or punitive damages); and (v) Depositary shall not be liable for
losses or delays caused by force majeure, interruption or malfunction of computer,
transmission or communications facilities, labor difficulties, court order or decree, the
commencement of bankruptcy or other similar proceedings or other matters beyond Depositary’s
reasonable control.




     6. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss,
liability or expense (including reasonable fees and disbursements of counsel who may be an employee
of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement
or the Account (except to the extent due to Depositary’s breach of this Agreement, willful
misconduct or negligence) or any interpleader proceeding relating thereto or incurred at Company’s
direction or instruction. Lender hereby agrees to indemnify, defend and save harmless Depositary
against any Covered Items incurred (i) on or after the Effective Time in connection with this
Agreement or the Account (except to the extent due to Depositary’s breach of this Agreement,
willful misconduct or negligence) or any interpleader proceeding related thereto, (ii) at Lender’s
direction or instruction (including without limitation Depositary’s honoring of a Shifting Control
Notice) or (iii) due to any claim by Lender of an interest in the Account or the funds on deposit
therein.



     7. Depositary may terminate this Agreement in its discretion upon the sending of at least
thirty (30) days’ advance written notice to the other parties hereto. Any other termination or any
amendment or waiver of this Agreement shall be effected solely by an instrument in writing executed
by all the parties hereto. The provisions of paragraphs 5 and 6 above shall survive any such
termination.



     8. Company shall compensate Depositary for the opening and administration of the Account and
services provided hereunder in accordance with Depositary’s fee schedules from time to time in
effect. Payment will be effected by a direct debit to the Account.



     9. This Agreement: (i) may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument; (ii) shall become effective when counterparts hereof have been signed and delivered by
the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of the
State of New York. For purposes of the Uniform Commercial Code, the State of New York shall be
deemed to be the Depositary’s jurisdiction and the Account shall be governed by the laws of the
State of New York. All parties hereby waive all rights to a trial by jury in any action or
proceeding relating to the Account or this Agreement. All notices under this Agreement shall be in
writing and sent (including via facsimile transmission) to the parties hereto at their respective
addresses or fax numbers set forth below (or to such other address or fax number as any such party
shall designate in writing to the other parties from time to time).



EXHIBIT D-3




 









 








     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above written.



	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	 	 	WACHOVIA BANK, NATIONAL
	 	 	 	 	 	 	ASSOCIATION, as Collateral Agent
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address for
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Notices:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Fax No.:
	 	 	 	 	 	Fax No.:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	[NAME OF DEPOSITARY]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






	 	 	 	 	 	 	 
	Address for
	 	 	 	 	 	 
	 	 	 	 	 
	Notices:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Attention: [Customer Service

Officer] and	 	 
	 


	 	 	 	 	 	 
	 

	 	Fax No.:	 	 	 	 
	 

	 	 	 	 	 	 





EXHIBIT D-4