EX-10.3






Execution Version




SECURITY AGREEMENT




THIS SECURITY AGREEMENT (this “Security Agreement”), is entered into as of December
21, 2006, among LIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), each
of the Domestic Subsidiaries of the Company from time to time party hereto (individually a “US
Guarantor” and collectively the “US Guarantors”; the US Guarantors, together with the
Company, individually an “Obligor” and collectively the “Obligors”) and HSBC BANK
USA, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement
referred to below (in such capacity, the “Administrative Agent”) for the several banks and
other financial institutions as may from time to time become parties to such Credit Agreement
(individually a “Lender” and collectively the “Lenders”).



RECITALS




WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as amended,
modified, extended, renewed, restated or replaced from time to time, the “Credit
Agreement”), among the Company, the US Guarantors, the Lenders party thereto and the
Administrative Agent, the Lenders have agreed to make Loans and to issue and/or acquire
participation interests in Letters of Credit upon the terms and subject to the conditions set forth
therein; and



WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the
obligations of the Lenders to make their respective Loans and to issue and/or acquire participation
interests in Letters of Credit under the Credit Agreement that the Obligors shall have executed and
delivered this Security Agreement to the Administrative Agent for the ratable benefit of the
Lenders.



NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



1. Definitions.




(a) Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to such terms in the Credit Agreement, and the following terms which are
defined in the Uniform Commercial Code from time to time in effect in the State of New York
(the “UCC”) are used herein as so defined: Accessions, Accounts, As-Extracted Collateral,
Chattel Paper, Commercial Tort Claims, Consumer Goods, Control, Deposit Accounts, Documents,
Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods,
Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes,
Proceeds, Securities Account, Securities Intermediary, Security Entitlement, Software,
Supporting Obligations and Tangible Chattel Paper. For purposes of this Security Agreement,
the term “Lender” shall include any Hedging Agreement Provider.



(b) In addition, the following terms shall have the following meaning:




“Material Copyright” means a Copyright that is material to the business of any
Credit Party or any of its Subsidiaries.




“Material Intellectual Property” means any Intellectual Property that is
material to the business of any Credit Party or any of its Subsidiaries.




“Material Patent” means a Patent that is material to the business of any Credit
Party or any of its Subsidiaries.




“Material Trademark” means a Trademark that is material to the business of any
Credit Party or any of its Subsidiaries.




“Secured Obligations” means: (i) all of the Credit Party Obligations
(including obligations under Secured Hedging Agreements), howsoever evidenced, created,
incurred or acquired, whether primary, secondary, direct, contingent, or joint and several
and (ii) all expenses and charges, legal and otherwise, incurred by the Administrative
Agent, the Lenders and/or the Hedging Agreement Providers in collecting or enforcing any of
the Credit Party Obligations or in realizing on or protecting any security therefor,
including without limitation the security interest granted hereunder.



2. Grant of Security Interest in the Collateral.




(a) To secure the prompt payment and performance in full when due, whether by lapse of
time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each
Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a
continuing security interest in, and a right to set off against, any and all right, title
and interest of such Obligor in and to the following, whether now owned or existing or
owned, acquired, or arising hereafter (collectively, the “Collateral”):



	 	 	 
	(i)

	 	all Accounts;
	 
	 	 
	(ii)

	 	all cash and Cash Equivalents;
	 
	 	 
	(iii)

	 	all Chattel Paper (including Electronic Chattel Paper);







	 	(iv)	 	those certain Commercial Tort Claims of such Obligor set forth
on Schedule 2(a)(iv) attached hereto (as such Schedule may be updated
from time to time by such Obligor);





	 	 	 
	(v)

	 	all Copyright Licenses;
	 
	 	 
	(vi)

	 	all Copyrights;
	 
	 	 
	(vii)

	 	all Deposit Accounts;
	 
	 	 
	(viii)

	 	all Documents;
	 
	 	 
	(ix)

	 	all Equipment;
	 
	 	 
	(x)

	 	all Fixtures;
	 
	 	 
	(xi)

	 	all General Intangibles;
	 
	 	 
	(xii)

	 	all Goods;
	 
	 	 
	(xiii)

	 	all Instruments;
	 
	 	 
	(xiv)

	 	all Inventory;
	 
	 	 
	(xv)

	 	all Investment Property;
	 
	 	 
	(xvi)

	 	all Letter-of-Credit Rights;







	 	(xvii)	 	all Material Contracts and all such other agreements, contracts, leases,
licenses, tax sharing agreements or hedging arrangements now or hereafter
entered into by an Obligor, as such agreements may be amended or otherwise
modified from time to time (collectively, the “Assigned Agreements”),
including without limitation, (A) all rights of an Obligor to receive moneys
due and to become due under or pursuant to the Assigned Agreements, (B) all
rights of an Obligor to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to the Assigned Agreements, (C) claims of an Obligor
for damages arising out of or for breach of or default under the Assigned
Agreements and (D) the right of an Obligor to terminate the Assigned
Agreements, to perform thereunder and to compel performance and otherwise
exercise all remedies thereunder;





	 	 	 
	(xviii)

	 	all Payment Intangibles;
	 
	 	 
	(xix)

	 	all Patent Licenses;
	 
	 	 
	(xx)

	 	all Patents;
	 
	 	 
	(xxi)

	 	all Trademark Licenses;
	 
	 	 
	(xxii)

	 	all Trademarks;
	 
	 	 
	(xxiii)

	 	all Securities Accounts;
	 
	 	 
	(xxiv)

	 	all Software;
	 
	 	 
	(xxv)

	 	all Supporting Obligations;







	 	(xxvi)	 	all books, records, ledger cards, files, correspondence, computer programs,
tapes, disks, and related data processing software (owned by such Obligor or in
which it has an interest) that at any time evidence or contain information
relating to any Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon;






	 	(xxvii)	 	all other personal property of any kind or type whatsoever owned by such
Obligor; and






	 	(xxviii)	 	to the extent not otherwise included, all Accessions, Proceeds and products
of any and all of the foregoing.






(b) The Obligors and the Administrative Agent, on behalf of the Lenders, hereby
acknowledge and agree that the security interest created hereby in the Collateral (i)
constitutes continuing collateral security for all of the Secured Obligations, whether now
existing or hereafter arising and (ii) is not to be construed as a present assignment of any
Intellectual Property.




(c) The term “Collateral” (i) shall include any Secured Hedging Agreement and any
rights of the Obligors thereunder only for purposes of this Section 2 and (ii) shall not
include any contract or agreement if the grant of a security interest therein would cause a
breach under such contract or agreement or grounds for the termination thereof, unless such
default or termination provision of such contract or agreement is unenforceable under the
UCC or other applicable law.



3. Provisions Relating to Accounts, Contracts and Agreements.




(a) Anything herein to the contrary notwithstanding, each of the Obligors shall remain
liable under each of its Accounts, contracts and agreements to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise to each such Account or the terms of such
contract or agreement. Neither the Administrative Agent nor any Lender shall have any
obligation or liability under any Account (or any agreement giving rise thereto), contract
or agreement by reason of or arising out of this Security Agreement or the receipt by the
Administrative Agent or any Lender of any payment relating to such Account, contract or
agreement pursuant hereto, nor shall the Administrative Agent or any Lender be obligated in
any manner to perform any of the obligations of an Obligor under or pursuant to any Account
(or any agreement giving rise thereto), contract or agreement, to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party under any Account (or any agreement giving rise
thereto), contract or agreement, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been assigned to it
or to which it may be entitled at any time or times.




(b) The Administrative Agent hereby authorizes the Obligors to collect the Accounts;
provided, that the Administrative Agent may curtail or terminate such authority at
any time after the occurrence and during the continuation of an Event of Default. If
required by the Administrative Agent at any time after the occurrence and during the
continuation of an Event of Default, any payments of Accounts, when collected by the
Obligors (i) shall be forthwith (and in any event within two (2) Business Days) deposited by
the Obligors in a collateral account maintained under the sole dominion and control of the
Administrative Agent, subject to withdrawal by the Administrative Agent for the account of
the Lenders only as provided in Section 12 hereof, and (ii) until so turned over, shall be
held by the Obligors in trust for the Administrative Agent and the Lenders, segregated from
other funds of the Obligors.




(c) Not more frequently than once per fiscal quarter or at any time after the
occurrence and during the continuance of an Event of Default, the Administrative Agent shall
have the right, but not the obligation, after giving prior notice to the Company, to make
test verifications of the Accounts in any manner and through any medium that it reasonably
considers advisable, and the Obligors shall furnish all such assistance and information as
the Administrative Agent may require in connection with such test verifications. Upon the
Administrative Agent’s request and at the expense of the Obligors, the Obligors shall cause
independent public accountants or others satisfactory to the Administrative Agent to furnish
to the Administrative Agent reports showing reconciliations, aging and test verifications
of, and trial balances for, the Accounts. Upon the occurrence and during the continuance of
an Event of Default, the Administrative Agent in its own name or in the name of others may
communicate with account debtors on the Accounts to verify with them to the Administrative
Agent’s satisfaction the existence, amount and terms of any Accounts.



4. Representations and Warranties. Each Obligor hereby represents and warrants to the
Administrative Agent, for the benefit of the Lenders, that so long as any of the Secured
Obligations (other than contingent indemnity obligations that survive termination of the Credit
Documents pursuant to the stated terms thereof and any continuing obligations under any Secured
Hedging Agreement, pooling agreement or cash management agreement) remain outstanding, any Credit
Document is in effect, and until all of the Commitments shall have been terminated:




(a) Chief Executive Office; Books & Records; Legal Name; State of Formation.
As of the Closing Date, each Obligor’s chief executive office and chief place of business
are (and for the prior four months has been) located at the locations set forth on
Schedule 3.19(c) to the Credit Agreement, and as of the Closing Date each Obligor
keeps its books and records at such locations. As of the Closing Date, each Obligor’s exact
legal name is as shown in this Security Agreement and its state of incorporation or
organization is (and for the prior four months has been) the location set forth on
Schedule 3.3 to the Credit Agreement. No Obligor has in the four months preceding
the Closing Date changed its name, been party to a merger, consolidation or other change in
structure or used any tradename not disclosed on Schedule 4(a) attached hereto (as
updated from time to time).




(b) Location of Tangible Collateral. As of the Closing Date, the location of
all tangible Collateral owned by each Obligor is as shown on Schedule 3.19(b) to the
Credit Agreement.




(c) Ownership. Subject to the terms of Section 2(c), each Obligor is the legal
and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer
the same.




(d) Security Interest/Priority. This Security Agreement creates a valid
security interest in favor of the Administrative Agent, for the benefit of the Lenders, in
the Collateral of such Obligor and, when properly perfected by filing, obtaining possession,
the granting of Control to the Administrative Agent or otherwise, shall constitute a valid
first priority, perfected security interest in such Collateral, to the extent such security
interest can be perfected by filing, obtaining possession, the granting of Control or
otherwise under the UCC or by filing an appropriate notice with the United States Patent and
Trademark Office or the United States Copyright Office, free and clear of all Liens except
for Permitted Liens.




(e) Consents. Subject to the terms of Section 2(c), except for (i) the filing
or recording of UCC financing statements, (ii) the filing of appropriate notices with the
United States Patent and Trademark Office and the United States Copyright Office, (iii)
obtaining Control to perfect the Liens created by this Security Agreement, no consent or
authorization of, filing with, or other act by or in respect of, any arbitrator or
Governmental Authority and no consent of any other Person (including, without limitation, any
stockholder, member or creditor of such Obligor) is required, except for consents that have
been obtained, (A) for the grant by such Obligor of the security interest in the Collateral
granted hereby or for the execution, delivery or performance of this Security Agreement by
such Obligor or (B) for the perfection of such security interest or the exercise by the
Administrative Agent of the rights and remedies provided for in this Security Agreement.




(f) Types of Collateral. None of the Collateral consists of, or is the
Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or
standing timber (as such term is used in the UCC).




(g) Accounts. With respect to the Accounts of the Obligors, except to the
extent any of the following could not reasonably be expected to have a Material Adverse
Effect: (i) the goods sold and/or services furnished giving rise to each Account are not
subject to any security interest or Lien except the first priority, perfected security
interest granted to the Administrative Agent herein and except for Permitted Liens; (ii)
each Account and the papers and documents of the applicable Obligor relating thereto are
genuine and in all material respects what they purport to be; (iii) each Account arises out
of a bona fide transaction for goods sold and delivered (or in the process of being
delivered) by an Obligor or for services actually rendered by an Obligor, which transaction
was conducted in the ordinary course of the Obligor’s business and was completed in
accordance with the terms of any documents pertaining thereto; (iv) the amount of each
Account as shown on the applicable Obligor’s books and records; (v) to each of the Obligor’s
knowledge, the account debtor with respect to each Account has the capacity to contract;
(vi) no surety bond was required or given in connection with any Account of an Obligor or
the contracts or purchase orders out of which they arose; (vii) no Account is evidenced by a
judgment, there are no set-offs, counterclaims or disputes existing or asserted with respect
to any Account, and no Obligor has made any agreement with any account debtor for any
deduction from any Account except for deductions made in the ordinary course of its
business; (viii) there are no facts, events or occurrences which in any material respect
impair the validity or enforcement of any Account or tend to materially reduce the amount
payable thereunder as shown on the applicable Obligor’s books and records; and (ix) the
right to receive payment under each Account is assignable except where the account debtor
with respect to such Account is a Governmental Authority, to the extent assignment of any
such right to payment is prohibited or limited by applicable law, regulations,
administrative guidelines or contract.




(h) Inventory. No Inventory of an Obligor is held by a third party (other than
an Obligor) pursuant to consignment, sale or return, sale on approval or similar
arrangement.




(i) Intellectual Property. As of the Closing Date:




(i) all Material Intellectual Property of each Obligor is valid, subsisting,
unexpired, enforceable and has not been abandoned, and each Obligor is legally
entitled to use each of its material tradenames;




(ii) except as set forth in Schedule 3.16 to the Credit Agreement, none
of the registered Intellectual Property of the Obligors is the subject of any
licensing or franchise agreement;




(iii) no holding, decision or judgment has been rendered by any Governmental
Authority which would limit, cancel or question the validity of any Material
Intellectual Property of the Obligors;




(iv) no action or proceeding is pending seeking to limit, cancel or question
the validity of any Material Intellectual Property of the Obligors, or which, if
adversely determined, would have a material adverse effect on the value of any such
Material Intellectual Property;




(v) all applications pertaining to the Material Intellectual Property of each
Obligor have been duly and properly filed, and all registrations or letters
pertaining to such Material Intellectual Property have been duly and properly filed
and issued, and all of such Material Intellectual Property is valid and enforceable,
unless the failure of an application or registration with respect to any such
Material Intellectual Property to be filed or issued, or the failure of any such
Material Intellectual Property to be valid and enforceable, would not have a
material adverse effect on the value of such Material Intellectual Property; and




(vi) no Obligor has made any assignment or entered into any agreement in
conflict with the security interest of the Administrative Agent in the Intellectual
Property of each Obligor hereunder, except for licenses of Intellectual Property in
the ordinary course of business.




(j) Documents, Instruments and Chattel Paper. All material Documents,
Instruments and Chattel Paper describing, evidencing or constituting Collateral are, to the
Obligors’ knowledge, complete, valid, and genuine.




(k) Equipment. With respect to each Obligor’s Equipment (other than leased
Equipment and Equipment subject to a Permitted Lien): (i) such Obligor has good and
marketable title thereto; and (ii) all such Equipment is in normal operating condition and
repair, ordinary wear and tear alone excepted (subject to casualty events), and is suitable
for the uses to which it is customarily put in the conduct of such Obligor’s business.




(l) Collateral Requiring Control to Perfect. Set forth on Schedule
4(l) is a description of all Deposit Accounts, Electronic Chattel Paper,
Letter-of-Credit Rights, Securities Accounts and uncertificated Investment Property of the
Obligors, including the name and address of (i) in the case of a Deposit Account, the
depository institution, (ii) in the case of Electronic Chattel Paper, the account debtor,
(iii) in the case of Letter-of-Credit Rights, the issuer or nominated person, as applicable,
and (iv) in the case of a Securities Account or other uncertificated Investment Property,
the Securities Intermediary or issuer, as applicable.



5. Covenants. Each Obligor covenants that, so long as any of the Secured Obligations
(other than contingent indemnity obligations that survive termination of the Credit Documents
pursuant to the stated terms thereof and any continuing obligations under any Secured Hedging
Agreement, pooling agreement or cash management agreement) remain outstanding, any Credit Document
is in effect, and until all of the Commitments shall have been terminated, such Obligor shall:




(a) Perfection of Security Interest by Filing, Etc. Execute and deliver to the
Administrative Agent and/or file such agreements, assignments or instruments (including
affidavits, notices, reaffirmations, amendments and restatements of existing documents and,
subject to the terms of the Credit Agreement, any documents as may be necessary if the law
of any jurisdiction other than New York becomes or is applicable to the Collateral or any
portion thereof, in each case as the Administrative Agent may reasonably request) and do all
such other things as the Administrative Agent may reasonably deem necessary or appropriate
(i) to assure to the Administrative Agent its security interests hereunder are perfected,
including (A) such financing statements (including continuation statements) or amendments
thereof or supplements thereto or other instruments as the Administrative Agent may from
time to time reasonably request in order to perfect and maintain the security interests
granted hereunder in accordance with the UCC and any other personal property security
legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights and
Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the
United States Copyright Office in the form of Schedule 5(a)-1 attached hereto, (C)
with regard to Patents and Patent Licenses, a Notice of Grant of Security Interest in
Patents for filing with the United States Patent and Trademark Office in the form of
Schedule 5(a)-2 attached hereto and (D) with regard to Trademarks and Trademark
Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United
States Patent and Trademark Office in the form of Schedule 5(a)-3 attached hereto,
(ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and
assure the Administrative Agent of its rights and interests hereunder. Each Obligor hereby
authorizes the Administrative Agent to prepare and file such financing statements (including
continuation statements) or amendments thereof or supplements thereto or other instruments
as the Administrative Agent may from time to time deem necessary or appropriate in order to
perfect and maintain the security interests granted hereunder in accordance with the UCC,
including, without limitation, any financing statement that describes the Collateral as “all
personal property” or “all assets” of such Obligor or that describes the Collateral in some
other manner as the Administrative Agent deems necessary or advisable. Each Obligor agrees
to mark its books and records to reflect the security interest of the Administrative Agent
in the Collateral.




(b) Perfection of Security Interest by Possession. If (i) any amount payable
under or in connection with any of the Collateral shall be or become evidenced by any
Instrument, Tangible Chattel Paper or Supporting Obligation or (ii) if any Collateral shall
be stored or shipped subject to a Document or (iii) if any Collateral shall consist of
Investment Property in the form of certificated securities, promptly notify the
Administrative Agent of the existence of such Collateral and, upon the Administrative
Agent’s request, deliver such Instrument, Chattel Paper, Supporting Obligation, Document or
Investment Property to the Administrative Agent, duly endorsed in a manner satisfactory to
the Administrative Agent, to be held as Collateral pursuant to this Security Agreement.




(c) Perfection of Security Interest Through Control.




(i) If any Collateral shall consist of Electronic Chattel Paper,
Letter-of-Credit Rights or uncertificated Investment Property (other than Securities
Accounts), promptly notify the Administrative Agent of the existence of such
Collateral and, upon the Administrative Agent’s request, execute and deliver (and,
with respect to any Collateral consisting of uncertificated Investment Property,
cause the issuer with respect to such Investment Property to execute and deliver) to
the Administrative Agent all control agreements, assignments, instruments or other
documents as reasonably requested by the Administrative Agent for the purposes of
obtaining and maintaining Control of such Collateral.




(ii) Upon the occurrence and during the continuance of an Event of Default, if
any Collateral shall consist of Deposit Accounts, Securities Accounts or
uncertificated Securities Entitlements, at the Administrative Agent’s request
execute and deliver (and, with respect to any Collateral consisting of a Securities
Account, cause the Securities Intermediary with respect to such Securities Account
to execute and deliver) to the Administrative Agent all control agreements or other
documents as reasonably requested by the Administrative Agent for the purposes of
obtaining and maintaining Control of such Collateral.




(d) Other Liens. Defend its interests in the Collateral against the claims and
demands of all other parties claiming an interest therein and keep the Collateral free from
all Liens, except for Permitted Liens. Neither the Administrative Agent nor any Lender
authorizes any Obligor to, and no Obligor shall, sell, exchange, transfer, assign, lease or
otherwise dispose of the Collateral or any interest therein, except as permitted under the
Credit Agreement.




(e) Preservation of Collateral. Keep the Collateral in good order, condition
and repair in all material respects, ordinary wear and tear excepted; not use the Collateral
in violation of the provisions of this Security Agreement or any other agreement relating to
the Collateral or any policy insuring the Collateral; not use the Collateral in violation of
any applicable Requirement of Law, except as could not reasonably be expected to have a
Material Adverse Effect; and not permit any Collateral to be or become a fixture to real
property or an accession to other personal property unless the Administrative Agent has a
valid, perfected and first priority security interest for the benefit of the Lenders in such
real or personal property.




(f) Changes in Structure or Location. Not, without providing 30 days prior
written notice to the Administrative Agent and without filing (or confirming that the
Administrative Agent has filed) such financing statements and amendments to any previously
filed financing statements as the Administrative Agent may require, (i) alter its legal
existence or, in one transaction or a series of transactions, merge into or consolidate with
any other entity, or sell all or substantially all of its assets, (ii) change its state of
incorporation or organization, or (iii) change its registered legal name.




(g) Inspection. Allow the Administrative Agent or its representatives to visit
and inspect the Collateral as set forth in Section 5.6 of the Credit Agreement.




(h) Collateral Held by Warehouseman, Bailee, etc. If any Collateral is at any
time in the possession or control of a warehouseman, bailee or any agent or processor of
such Obligor, (i) notify the Administrative Agent of such possession, (ii) notify such
Person of the Administrative Agent’s security interest for the benefit of the Lenders in
such Collateral, (iii) instruct such Person to hold all such Collateral for the
Administrative Agent’s account subject to the Administrative Agent’s instructions and (iv)
obtain an acknowledgment from such Person that it is holding such Collateral for the benefit
of the Administrative Agent.




(i) Treatment of Accounts. (i) Not grant or extend the time for payment of any
Account, or compromise or settle any Account for less than the full amount thereof, or
release any person or property, in whole or in part, from payment thereof, or allow any
credit or discount thereon, unless such actions could not reasonable be expected to have a
Material Adverse Effect, and (ii) maintain at its principal place of business a record of
Accounts consistent with customary business practices.




(j) Covenants Relating to Copyrights.




(i) Not do any act or knowingly omit to do any act whereby any Material
Copyright may become invalidated or become injected into the public domain.




(ii) Not make any assignment or agreement in conflict with the security
interest in the Copyrights of each Obligor hereunder, except for licenses of
Copyrights in the ordinary course of business.




(k) Covenants Relating to Patents and Trademarks.




(i) (A) Not adopt or use any mark which is confusingly similar or a colorable
imitation of such Material Trademark unless the Administrative Agent, for the
ratable benefit of the Lenders, shall obtain a perfected security interest in such
mark pursuant to this Security Agreement, and (B) not (and not permit any licensee
or sublicensee thereof to) do any act or knowingly omit to do any act whereby any
Material Trademark may become invalidated.




(ii) Not do any act, or omit to do any act, whereby any Material Patent may
become abandoned or dedicated.




(iii) Not make any assignment or agreement in conflict with the security
interest in the Patents or Trademarks of any Obligor hereunder, except for licenses
of Patents and Trademarks in the ordinary course of business.




(l) New Intellectual Property. Notify the Administrative Agent of any
application for or registration of any new Intellectual Property in accordance with the
terms of Section 5.13(c) of the Credit Agreement and execute and deliver such documentation
as required by the Administrative Agent with respect to such new Intellectual Property in
accordance with the terms of Section 5(a) above.




(m) Commercial Tort Claims; Notice of Litigation. (i) Promptly forward to the
Administrative Agent written notification of any and all Commercial Tort Claims of the
Obligors, including, but not limited to, any and all Commercial Tort Claims of such Obligor
before any court or other Governmental Authority and (ii) execute and deliver such
statements, documents and notices and do and cause to be done all such things as may be
required by the Administrative Agent, or required by law, including all things which may
from time to time be necessary under the UCC to fully create, preserve, perfect and protect
the priority of the Administrative Agent’s security interest in any Commercial Tort Claims.




(n) Status of Collateral as Personal Property. At all times maintain the
Collateral as personal property and not affix any of the Collateral to any real property in
a manner which would change its nature from personal property to real property or a Fixture.




(o) Insurance. Insure, repair and replace the Collateral of such Obligor as
set forth in the Credit Agreement. All proceeds derived from insurance on the Collateral
shall be subject to the security interest of the Administrative Agent hereunder.



6. License of Intellectual Property. The Obligors hereby assign, transfer and convey
to the Administrative Agent, effective upon the occurrence of any Event of Default, the
nonexclusive right and license to use all Intellectual Property owned or used by any Obligor that
relate to the Collateral and any other collateral granted by the Obligors as security for the
Secured Obligations, together with any goodwill associated therewith, all to the extent necessary
to enable the Administrative Agent to use, possess and realize on the Collateral and to enable any
successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to
the benefit of all successors, assigns and transferees of the Administrative Agent and its
successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment,
transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is granted
free of charge, without requirement that any monetary payment whatsoever be made to the Obligors.
Notwithstanding the terms of this Section, none of the Obligors shall be deemed to have assigned,
transferred or conveyed the nonexclusive right and license to use any Intellectual Property to the
extent such Intellectual Property is subject to a contract or agreement that contains an
enforceable prohibition on such assignment, transfer or conveyance.



7. Special Provisions Regarding Inventory. Notwithstanding anything to the contrary
contained in this Security Agreement, each Obligor may, unless and until an Event of Default occurs
and is continuing and the Administrative Agent instructs such Obligor otherwise, without further
consent or approval of the Administrative Agent, use, consume, sell, lease and exchange its
Inventory in the ordinary course of its business as presently conducted (and as will be conducted
after giving effect to the Acquisition), whereupon, in the case of such a sale or exchange, the
security interest created hereby in the Inventory so sold or exchanged (but not in any Proceeds
arising from such sale or exchange) shall cease immediately without any further action on the part
of the Administrative Agent.



8. Performance of Obligations; Advances by Administrative Agent. On failure of any
Obligor to perform any of the covenants and agreements contained herein, the Administrative Agent
may, at its sole option and in its sole discretion, perform or cause to be performed the same and
in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the
performance thereof, including, without limitation, the payment of any insurance premiums, the
payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made
in defending against any adverse claim and all other expenditures which the Administrative Agent
may make for the protection of the security interest hereof or may be compelled to make by
operation of law. All such sums and amounts so expended shall be repayable by the Obligors on a
joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute
additional Secured Obligations and shall bear interest from the date said amounts are expended at
the default rate for Revolving Loans that are Alternate Base Rate Loans set forth in Section 2.9 of
the Credit Agreement. No such performance of any covenant or agreement by the Administrative Agent
on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors
of any default under the terms of this Security Agreement, the other Credit Documents or any
Secured Hedging Agreement. The Administrative Agent may make any payment hereby authorized in
accordance with any bill, statement or estimate procured from the appropriate public office or
holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by an Obligor in appropriate
proceedings and against which adequate reserves are being maintained in accordance with GAAP.



9. Events of Default.



The occurrence of an event which under the Credit Agreement would constitute an Event of
Default shall be an event of default hereunder (an “Event of Default”).



10. Remedies.




(a) General Remedies. Upon the occurrence of an Event of Default and during
continuation thereof, the Administrative Agent and the Lenders shall have, in addition to
the rights and remedies provided herein, in the Credit Documents, in any Secured Hedging
Agreement or by law (including, but not limited to, levy of attachment, garnishment and the
rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable
to the affected Collateral), the rights and remedies of a secured party under the UCC
(regardless of whether the UCC is the law of the jurisdiction where the rights and remedies
are asserted and regardless of whether the UCC applies to the affected Collateral), and
further, the Administrative Agent may, with or without judicial process or the aid and
assistance of others, (i) enter on any premises on which any of the Collateral may be
located and, without resistance or interference by the Obligors, take possession of the
Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors
to assemble and make available to the Administrative Agent at the expense of the Obligors
any Collateral at any place and time designated by the Administrative Agent which is
reasonably convenient to both parties, (iv) remove any Collateral from any such premises for
the purpose of effecting sale or other disposition thereof, and/or (v) without demand and
without advertisement, notice, hearing or process of law, all of which each of the Obligors
hereby waives to the fullest extent permitted by law, at any place and time or times, sell
and deliver any or all Collateral held by or for it at public or private sale, by one or
more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices
and upon such terms as the Administrative Agent deems advisable, in its sole discretion
(subject to any and all mandatory legal requirements). Neither the Administrative Agent’s
compliance with any applicable state or federal law in the conduct of such sale, nor its
disclaimer of any warranties relating to the Collateral, shall be considered to adversely
affect the commercial reasonableness of such sale. In addition to all other sums due the
Administrative Agent and the Lenders with respect to the Secured Obligations, the Obligors
shall pay the Administrative Agent and each of the Lenders all reasonable documented costs
and expenses incurred by the Administrative Agent or any such Lender, including, but not
limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the
Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or
defense of any action or proceeding by or against the Administrative Agent or the Lenders or
the Obligors concerning any matter arising out of or connected with this Security Agreement,
any Collateral or the Secured Obligations, including, without limitation, any of the
foregoing arising in, arising under or related to a case under the Bankruptcy Code. Each
Obligor agrees that any requirement of reasonable notice shall be met if such notice is
personally served on or mailed, postage prepaid, to the Company in accordance with the
notice provisions of Section 9.2 of the Credit Agreement at least 10 days before the time of
sale or other event giving rise to the requirement of such notice. The Administrative Agent
and the Lenders shall not be obligated to make any sale or other disposition of the
Collateral regardless of notice having been given. To the extent permitted by law, any
Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each
of the Obligors hereby waives all of its rights of redemption with respect to any such sale.
Subject to the provisions of applicable law, the Administrative Agent and the Lenders may
postpone or cause the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without further notice,
to the extent permitted by law, be made at the time and place to which the sale was
postponed, or the Administrative Agent and the Lenders may further postpone such sale by
announcement made at such time and place.




(b) Remedies Relating to Accounts. Upon the occurrence of an Event of Default
and during the continuation thereof, whether or not the Administrative Agent has exercised
any or all of its rights and remedies hereunder, the Administrative Agent shall have the
right to enforce any Obligor’s rights against any account debtors and obligors on such
Obligor’s Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts
remitted to or on behalf of the Administrative Agent in accordance with the provisions of
this Section shall constitute Proceeds of Collateral and shall be applied to the Credit
Party Obligations in accordance with the terms of the Credit Agreement and that such Obligor
shall not have any right, title or interest in such Proceeds except as provided in the
Credit Agreement. To the extent required by the Administrative Agent, each Obligor agrees,
upon the occurrence and during the continuance of an Event of Default, to execute any
document or instrument, and to take any action, necessary under applicable law (including
the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its
rights and remedies (or be able to exercise its rights and remedies at some future date)
with respect to any Accounts of such Obligor where the account debtor is a Governmental
Authority. The Administrative Agent and the Lenders shall have no liability or
responsibility to any Obligor for acceptance of a check, draft or other order for payment of
money bearing the legend “payment in full” or words of similar import or any other
restrictive legend or endorsement or be responsible for determining the correctness of any
remittance. Each Obligor hereby agrees to indemnify the Administrative Agent and the
Lenders and their respective officers, directors, employees, partners, members, counsel,
agents, representatives, advisors and affiliates from and against all liabilities, damages,
losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees
suffered or incurred by the Administrative Agent or the Lenders (each, an “Indemnified
Party”) because of the maintenance of the foregoing arrangements except as relating to
or arising out of the gross negligence or willful misconduct of an Indemnified Party or its
officers, employees or agents. In the case of any investigation, litigation or other
proceeding, the foregoing indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a
party thereto.




(c) Access. In addition to the rights and remedies hereunder, upon the
occurrence of an Event of Default and during the continuation thereof, the Administrative
Agent shall have the right to enter and remain upon the various premises of the Obligors
without cost or charge to the Administrative Agent, and use the same, together with
materials, supplies, books and records of the Obligors for the purpose of collecting and
liquidating the Collateral, or for preparing for sale and conducting the sale of the
Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative
Agent may remove Collateral, or any part thereof, from such premises and/or any records with
respect thereto, in order to effectively collect or liquidate such Collateral. If the
Administrative Agent exercises its right to take possession of the Collateral, each Obligor
shall also at its expense perform any and all other steps reasonably requested by the
Administrative Agent to preserve and protect the security interest hereby granted in the
Collateral, such as placing and maintaining signs indicating the security interest of the
Administrative Agent, appointing overseers for the Collateral and maintaining inventory
records.




(d) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or
the Lenders to exercise any right, remedy or option under this Security Agreement, any other
Credit Document, any Secured Hedging Agreement or as provided by law, or any delay by the
Administrative Agent or the Lenders in exercising the same, shall not operate as a waiver of
any such right, remedy or option. No waiver hereunder shall be effective unless it is in
writing, signed by the party against whom such waiver is sought to be enforced and then only
to the extent specifically stated, which in the case of the Administrative Agent or the
Lenders shall only be granted as provided herein. To the extent permitted by law, neither
the Administrative Agent, the Lenders, nor any party acting as attorney for the
Administrative Agent or the Lenders, shall be liable hereunder for any acts or omissions or
for any error of judgment or mistake of fact or law other than their gross negligence or
willful misconduct hereunder. The rights and remedies of the Administrative Agent and the
Lenders under this Security Agreement shall be cumulative and not exclusive of any other
right or remedy which the Administrative Agent or the Lenders may have.




(e) Retention of Collateral. To the extent not prohibited by applicable law,
in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default
and during the continuation thereof, the Administrative Agent may, after providing the
notices required by Sections 9-620 and 9-621 of the UCC (or any successor sections of the
UCC) or otherwise complying with the notice requirements of applicable law of the relevant
jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the
Secured Obligations. Unless and until the Administrative Agent shall have provided such
notices, however, the Administrative Agent shall not be deemed to have retained any
Collateral in satisfaction of any Secured Obligations for any reason.




(f) Deficiency. In the event that the proceeds of any sale, collection or
realization are insufficient to pay all amounts to which the Administrative Agent or the
Lenders are legally entitled, the Obligors shall be jointly and severally liable for the
deficiency, together with interest thereon at the default rate for Revolving Loans that are
Alternate Base Rate Loans set forth in Section 2.9 of the Credit Agreement, together with
the costs of collection and the reasonable fees of any attorneys employed by the
Administrative Agent to collect such deficiency. Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to
whomsoever a court of competent jurisdiction shall determine to be entitled thereto.




(g) Other Security. To the extent that any of the Secured Obligations are now
or hereafter secured by property other than the Collateral (including, without limitation,
real and other personal property and securities owned by an Obligor), or by a guarantee,
endorsement or property of any other Person, then the Administrative Agent shall have the
right to proceed against such other property, guarantee or endorsement upon the occurrence
and during the continuation of any Event of Default, and the Administrative Agent shall have
the right, in its sole discretion, to determine which rights, security, Liens, security
interests or remedies the Administrative Agent shall at any time pursue, relinquish,
subordinate, modify or take with respect thereto, without in any way modifying or affecting
any of them or any of the Administrative Agent’s and the Lenders’ rights or the Secured
Obligations under this Security Agreement, under any other of the Credit Documents or under
any Secured Hedging Agreement.



11. Rights of the Administrative Agent.




(a) Power of Attorney. Each Obligor hereby designates and appoints the
Administrative Agent, on behalf of the Lenders, and each of its designees or agents, as
attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority
to take any or all of the following actions upon the occurrence and during the continuation
of an Event of Default:




(i) to demand, collect, settle, compromise, adjust and give discharges and
releases concerning the Collateral of such Obligor, all as the Administrative Agent
may reasonably determine in respect of such Collateral;



(ii) to commence and prosecute any actions at any court for the
purposes of collecting any Collateral and enforcing any other right in
respect thereof;



(iii) to defend, settle, adjust or compromise any action, suit or
proceeding brought with respect to the Collateral and, in connection
therewith, give such discharge or release as the Administrative Agent may
deem reasonably appropriate;



(iv) to receive, open and dispose of mail addressed to an Obligor and
endorse checks, notes, drafts, acceptances, money orders, bills of lading,
warehouse receipts or other instruments or documents evidencing payment,
shipment or storage of the goods giving rise to the Collateral of such
Obligor, or securing or relating to such Collateral, on behalf of and in the
name of such Obligor;



(v) to sell, assign, transfer, make any agreement in respect of, or
otherwise deal with or exercise rights in respect of, any Collateral or the
goods or services which have given rise thereto, as fully and completely as
though the Administrative Agent were the absolute owner thereof for all
purposes;



(vi) to adjust and settle claims under any insurance policy relating to
the Collateral;



(vii) to execute and deliver and/or file all assignments, conveyances,
statements, financing statements, continuation financing statements,
security agreements, affidavits, notices and other agreements, instruments
and documents that the Administrative Agent may determine necessary in order
to perfect and maintain the security interests and Liens granted in this
Security Agreement and in order to fully consummate all of the transactions
contemplated herein;



(viii) to institute any foreclosure proceedings that the Administrative
Agent may deem appropriate;



(ix) to execute any document or instrument, and to take any action,
necessary under applicable law (including the Federal Assignment of Claims
Act) in order for the Administrative Agent to exercise its rights and
remedies (or to be able to exercise its rights and remedies at some future
date) with respect to any Account of an Obligor where the account debtor is
a Governmental Authority; and



(x) to do and perform all such other acts and things as the
Administrative Agent may reasonably deem to be necessary, proper or
convenient in connection with the Collateral.




This power of attorney is a power coupled with an interest and shall be irrevocable for so
long as any of the Secured Obligations (other than contingent indemnity obligations that
survive termination of the Credit Documents pursuant to the stated terms thereof and any
continuing obligations under any Secured Hedging Agreement, pooling agreement or cash
management agreement) remain outstanding, any Credit Document is in effect, and until all of
the Commitments shall have been terminated. The Administrative Agent shall be under no duty
to exercise or withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Administrative Agent in this Security Agreement, and
shall not be liable for any failure to do so or any delay in doing so. The Administrative
Agent shall not be liable for any act or omission or for any error of judgment or any
mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except
acts or omissions resulting from its gross negligence or willful misconduct. This power of
attorney is conferred on the Administrative Agent solely to perfect, protect, preserve and
realize upon its security interest in the Collateral.




(b) Assignment by the Administrative Agent. The Administrative Agent may from
time to time assign the Secured Obligations or any portion thereof and/or the Collateral or
any portion thereof to a successor Administrative Agent, and the assignee shall be entitled
to all of the rights and remedies of the Administrative Agent under this Security Agreement
in relation thereto.




(c) The Administrative Agent’s Duty of Care. Other than the exercise of
reasonable care to assure the safe custody of the Collateral while being held by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to
preserve rights pertaining thereto, it being understood and agreed that the Obligors shall
be responsible for preservation of all rights in the Collateral, and the Administrative
Agent shall be relieved of all responsibility for the Collateral upon surrendering it or
tendering the surrender of it to the Obligors. The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property, which shall be no less than the treatment
employed by a reasonable and prudent agent in the industry, it being understood that the
Administrative Agent shall not have responsibility for taking any necessary steps to
preserve rights against any parties with respect to any of the Collateral. In the event of
a public or private sale of Collateral pursuant to Section 10 hereof, the Administrative
Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for
sale.



12. Application of Proceeds. After the exercise of remedies by the Administrative
Agent or the Lenders pursuant to Section 7.2 of the Credit Agreement (or after the Commitments
shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts
under the Credit Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall automatically become due and payable in accordance with
the terms of such Section), any proceeds of the Collateral, when received by the Administrative
Agent, any of the Lenders or any Hedging Agreement Provider in cash or its equivalent, will be
applied in reduction of the Secured Obligations in the order set forth in Section 2.12(b) of the
Credit Agreement, and each Obligor irrevocably waives the right to direct the application of such
payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the
continuing and exclusive right to apply and reapply any and all such proceeds in the Administrative
Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and
records.



13. Costs of Counsel. If at any time hereafter, whether upon the occurrence of an
Event of Default or not, the Administrative Agent employs counsel to prepare or consider
amendments, waivers or consents with respect to this Security Agreement, or to take action or make
a response in or with respect to any legal or arbitral proceeding relating to this Security
Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or
remedies under this Security Agreement or with respect to the Collateral, then the Obligors agree
to promptly pay upon demand any and all such reasonable documented costs and expenses of the
Administrative Agent in accordance with the terms of Section 9.5 of the Credit Agreement, all of
which costs and expenses shall constitute Secured Obligations hereunder.



14. Continuing Agreement.




(a) This Security Agreement shall be a continuing agreement in every respect and shall
remain in full force and effect so long as any of the Secured Obligations (other than
contingent indemnity obligations that survive termination of the Credit Documents pursuant
to the stated terms thereof and any continuing obligations under any Secured Hedging
Agreement, pooling agreement or cash management agreement) remain outstanding, any Credit
Document is in effect, and until all of the Commitments shall have been terminated. Upon
such payment and termination, this Security Agreement shall be automatically terminated and
the Administrative Agent and the Lenders shall, upon the request and at the expense of the
Obligors, forthwith release all of the Liens and security interests granted hereunder and
shall execute and/or deliver all UCC termination statements and/or other documents
reasonably requested by the Obligors evidencing such termination. Notwithstanding the
foregoing all releases and indemnities provided hereunder shall survive termination of this
Security Agreement.




(b) This Security Agreement shall continue to be effective or be automatically
reinstated, as the case may be, if at any time payment, in whole or in part, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender as a preference, fraudulent conveyance or otherwise under
any bankruptcy, insolvency or similar law, all as though such payment had not been made;
provided that in the event payment of all or any part of the Secured Obligations is
rescinded or must be restored or returned, all reasonable costs and expenses (including
without limitation any reasonable legal fees and disbursements) incurred by the
Administrative Agent or any Lender in defending and enforcing such reinstatement shall be
deemed to be included as a part of the Secured Obligations.



15. Amendments; Waivers; Modifications. This Security Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth
in Section 9.1 of the Credit Agreement.



16. Successors in Interest. This Security Agreement shall create a continuing
security interest in the Collateral and shall be binding upon each Obligor, its successors and
assigns and shall inure, together with the rights and remedies of the Administrative Agent and the
Lenders hereunder, to the benefit of the Administrative Agent and the Lenders and their successors
and permitted assigns; provided, however, that none of the Obligors may assign its
rights or delegate its duties hereunder without the prior written consent of each Lender or the
Required Lenders, as required by the Credit Agreement. To the fullest extent permitted by law,
each Obligor hereby releases the Administrative Agent, each Lender and any other Indemnitees, in
accordance with the terms of Section 9.5 of the Credit Agreement, from any liability for any act or
omission relating to this Security Agreement or the Collateral.



17. Notices. All notices required or permitted to be given under this Security
Agreement shall be in conformance with Section 9.2 of the Credit Agreement.



18. Counterparts. This Security Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in making proof of this
Security Agreement to produce or account for more than one such counterpart. Delivery of executed
counterparts of the Security Agreement by telecopy shall be effective as an original and shall
constitute a representation that an original shall be delivered upon the request of the
Administrative Agent.



19. Headings. The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning, construction or interpretation of any
provision of this Security Agreement.



20. Governing Law; Submission to Jurisdiction and Service of Process; Waiver of Jury
Trial; Venue. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW). The terms of Sections 9.14 and 9.17 of the Credit
Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to
such terms.



21. Severability. If any provision of this Security Agreement is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without giving effect to
the illegal, invalid or unenforceable provisions.



22. Entirety. This Security Agreement, the other Credit Documents and the Secured
Hedging Agreements represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any commitment letters
or correspondence relating to this Security Agreement, the other Credit Documents, the Secured
Hedging Agreements or the transactions contemplated herein and therein.



23. Survival. All representations and warranties of the Obligors hereunder shall
survive the execution and delivery of this Security Agreement, the other Credit Documents and the
Secured Hedging Agreements, the delivery of the Notes and the making of the Loans and the issuance
of the Letters of Credit under the Credit Agreement.



24. Joint and Several Obligations of Obligors.




(a) Each of the Obligors is accepting joint and several liability hereunder in
consideration of the financial accommodations to be provided by the Lenders under the Credit
Agreement, for the mutual benefit, directly and indirectly, of each of the Obligors and in
consideration of the undertakings of each of the Obligors to accept joint and several
liability for the obligations of each of them.




(b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with
the other Obligors with respect to the payment and performance of all of the Secured
Obligations arising under this Security Agreement, the other Credit Documents and the
Secured Hedging Agreements, it being the intention of the parties hereto that all the
Secured Obligations shall be the joint and several obligations of each of the Obligors
without preferences or distinction among them.




(c) Notwithstanding any provision to the contrary contained herein, in any other of the
Credit Documents or in any Secured Hedging Agreement, to the extent the obligations of an
Obligor shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to fraudulent
conveyances or transfers) then the obligations of such Obligor hereunder shall be limited to
the maximum amount that is permissible under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code).



25. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if
not exercised by the Administrative Agent, may be exercised by the Required Lenders.



1




Each of the parties hereto has caused a counterpart of this Security Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	COMPANY:	 	LIONBRIDGE TECHNOLOGIES, INC.,

	 
	 	 	 	 
	 

	 	

	 	

	
 
	 	a Delaware corporation
	 	

	 
	 	 	 	 
	 	 	By: /s/ Stephen J. Lifshatz

	 	 	 

	
 
	 	Name:

Title:
	 	Stephen J. Lifshatz

Senior Vice President
	 
	 	 	 	 
	US GUARANTORS:

	 	 	 	VERITEST, INC.,
	 

	 	

	 	

	
 
	 	a Delaware corporation
	 	

	 
	 	 	 	 
	 	 	By: /s/ Stephen J. Lifshatz

	 	 	 

	
 
	 	Name:

Title:
	 	Stephen J. Lifshatz

Vice President







	 	 	LIONBRIDGE US, INC.,






a Delaware corporation



	 	 	 
	By: /s/ Stephen J. Lifshatz

	 

	Name:

Title:

	 	Stephen J. Lifshatz

Vice President







	 	 	LIONBRIDGE GLOBAL SOLUTIONS FEDERAL, INC.,






a Delaware corporation



	 	 	 
	By: /s/ Margaret A Shukur

	 

	Name:

Title:

	 	Margaret A Shukur

Secretary







	 	 	LIONBRIDGE GLOBAL SOLUTIONS II, INC.,






a New York corporation



	 	 	 
	By: /s/ Stephen J. Lifshatz

	 

	Name:

Title:

	 	Stephen J. Lifshatz

Vice President
	 
	 	 






2




Accepted and agreed to as of the date first above written.




HSBC BANK USA, NATIONAL ASSOCIATION,


as Administrative Agent



	 	 	 
	By: /s/ Kenneth V. McGraime

	 

	Name:

Title:

	 	Kenneth V. McGraime

Senior Vice President, Commercial Executive
	 
	 	 







3