Local: C:\WINDOWS\DESKTOP\NY2-1116973-Amended and Restated Pledge and

Security Agreement.DOC









 




EXHIBIT

10.34




 




AMENDED AND

RESTATED PLEDGE AND SECURITY AGREEMENT




 




Dated as of March

15, 2002




 




among




 




Euramax

International, Inc. and Each Other Grantor




 




From Time to Time

Party Hereto




 




and




 




BNP PARIBAS





as Agent




 





























 




	

  ARTICLE

  I.


  	

  Defined

  Terms


  
	

  Section 1.1


  	

  Definitions


  
	

  Section 1.2


  	

  Certain Other Terms


  
	

  ARTICLE II.


  	

  Grant of

  Security Interest


  
	

  Section 2.1


  	

  Collateral


  
	

  Section

  2.2


  	

  Grant

  of Security Interest in Collateral


  
	

  Section 2.3


  	

  Cash Collateral

  Accounts


  
	

  ARTICLE

  III.


  	

  Representations

  And Warranties


  
	

  Section 3.1


  	

  Title; No Other Liens


  
	

  Section 3.2


  	

  Perfection and

  Priority


  
	

  Section

  3.3


  	

  Jurisdiction

  of Organization; Chief Executive Office


  
	

  Section 3.4


  	

  Inventory and

  Equipment


  
	

  Section 3.5


  	

  Pledged Collateral


  
	

  Section 3.6


  	

  Accounts


  
	

  Section 3.7


  	

  Intellectual Property


  
	

  Section

  3.8


  	

  Deposit

  Accounts; Control Accounts


  
	

  ARTICLE

  IV.


  	

  Covenants


  
	

  Section 4.1


  	

  Generally


  
	

  Section

  4.2


  	

  Maintenance

  of Perfected Security Interest; Further Documentation


  
	

  Section

  4.3


  	

  Changes in

  Locations, Name, Etc.


  
	

  Section 4.4


  	

  Pledged Collateral


  
	

  Section

  4.5


  	

  Control

  Accounts; Approved Deposit Accounts


  
	

  Section 4.6


  	

  Accounts


  
	

  Section

  4.7


  	

  Delivery

  of Instruments and Chattel Paper


  
	

  Section 4.8


  	

  Intellectual

  Property


  
	

  Section 4.9


  	

  Vehicles


  
	

  Section 4.10


  	

  Payment of

  Obligations


  
	

  Section 4.11


  	

  Insurance


  
	

  ARTICLE V.


  	

  Remedial Provisions


  
	

  Section 5.1


  	

  Code and Other

  Remedies


  
	

  Section

  5.2


  	

  Accounts

  and Payments in Respect of General Intangibles


  
	

  Section 5.3


  	

  Pledged Collateral


  
	

  Section

  5.4


  	

  Proceeds

  to be Turned Over To Agent


  





 




i





























 




	

  Section 5.5


  	

  Registration Rights


  
	

  Section 5.6


  	

  Deficiency


  
	

  ARTICLE

  VI.


  	

  The

  Agent


  
	

  Section

  6.1


  	

  Agent’s

  Appointment as Attorney-in-Fact


  
	

  Section 6.2


  	

  Duty of Agent


  
	

  Section

  6.3


  	

  Execution

  of Financing Statements


  
	

  Section 6.4


  	

  Authority of Agent


  
	

  ARTICLE VII.


  	

  Miscellaneous


  
	

  Section 7.1


  	

  Amendments in Writing


  
	

  Section 7.2


  	

  Notices


  
	

  Section

  7.3


  	

  No

  Waiver by Course of Conduct; Cumulative Remedies


  
	

  Section 7.4


  	

  Successors and

  Assigns


  
	

  Section 7.5


  	

  Counterparts


  
	

  Section 7.6


  	

  Severability


  
	

  Section 7.7


  	

  Section Headings


  
	

  Section 7.8


  	

  Entire Agreement


  
	

  Section 7.9


  	

  Governing

  Law


  
	

  Section 7.10


  	

  Additional Grantors


  
	

  Section 7.11


  	

  Release of

  Collateral


  
	

  Section 7.12


  	

  Reinstatement


  
	

  Section 7.13


  	

  Effectiveness


  





 




ii





























 




ANNEXES AND SCHEDULES




 








	

  Annex

  1


  	

   


  	

  Deposit

  Account Control Agreement


  
	

  Annex

  2


  	

   


  	

  Control

  Account Agreement


  
	

  Annex

  3


  	

   


  	

  Pledge

  Amendment


  
	

  Annex

  4


  	

   


  	

  Joinder

  Agreement


  
	

  Annex

  5


  	

   


  	

  Short

  Form Copyright Security Agreement


  
	

  Annex

  6


  	

   


  	

  Short

  Form Patent Security Agreement


  
	

  Annex

  7


  	

   


  	

  Short

  Form Trademark Security Agreement


  
	

   


  	

   


  	

   


  
	

  Schedule 1


  	

   


  	

  State of Incorporation; Principal Executive Office


  
	

  Schedule 2


  	

   


  	

  Pledged Collateral


  
	

  Schedule 3


  	

   


  	

  Filings


  
	

  Schedule 4


  	

   


  	

  Location of Inventory and Equipment


  
	

  Schedule 5


  	

   


  	

  Intellectual Property


  
	

  Schedule 6


  	

   


  	

  Bank Accounts; Control Accounts


  










 




 




iii





























 




AMENDED

AND RESTATED PLEDGE AND SECURITY AGREEMENT




 




AMENDED AND

RESTATED PLEDGE AND SECURITY AGREEMENT,  dated as of March 15, 2002, by Euramax International,

Inc., a Delaware corporation (the “Company”), and each of the other entities

listed on the signature pages hereof or which becomes a party hereto pursuant

to Section

7.10 (each a “Grantor” and, collectively, the “Grantors”),

in favor of BNP Paribas (“BNP Paribas”), as agent for the Secured

Parties (as defined in the Credit Agreement referred to below) (in such

capacity, the “Agent”).




 




W

I T N E S S E T H:




 




WHEREAS, pursuant

to the Second Amended and Restated Credit Agreement, dated as of the date

hereof (as the same may be amended, restated, supplemented or otherwise

modified from time to time, the “Credit Agreement”), among the Company and

the other Loan Parties party thereto, the Lenders, the Swing Loan Lender and

Issuers party thereto, which Credit Agreement amends and restates the Amended

and Restated Credit Agreement, dated as of July 16, 1997 (as amended,

supplemented or otherwise modified from time to time prior to the Closing Date,

the “Restated

Credit Agreement”), among the Loan Parties party thereto, the

Lenders and Issuer referred to therein and the Agent, which Restated Credit

Agreement amended and restated the Credit Agreement, dated as of September 25,

1996, as amended, supplemented or otherwise modified from time to time prior to

the effectiveness of the Restated Credit Agreement, among the Loan Parties

party thereto, the Lenders and Issuer referred to therein and the Agent, and

the Agent, the Lenders, the Swing Loan Lender and the Issuers have severally

agreed to make extensions of credit to the Borrower upon the terms and subject

to the conditions set forth in the Credit Agreement;




 




WHEREAS, the

Grantors are each party to a Guaranty pursuant to which they have guaranteed

the Obligations;




 




WHEREAS, Laminated

Products, Inc., an Indiana corporation (“Laminated Products”), has entered into a

Security Agreement, dated as of April 30, 1997 (as amended, supplemented or

otherwise modified from time to time, the “Laminated Products Security Agreement”);




 




WHEREAS, Fabral

Holdings, Inc., a Delaware corporation (“Fabral Holdings”), has entered into a

Security Agreement, dated as of July 16, 1997 (as amended, supplemented or

otherwise modified from time to time, the “Fabral Holdings Security Agreement”);




 




WHEREAS, Fabral,

Inc., a Delaware corporation (“Fabral, Inc.”), has entered into a Security

Agreement, dated as of July 16, 1997 (as amended, supplemented or otherwise

modified from time to time, the “Fabral Security Agreement”);




 




WHEREAS, each of

Amerimax UK, Inc. (f/k/a Amerimax Holdings, Inc.), a Delaware corporation (“Amerimax UK”),

Amerimax Fabricated Products, Inc., a Delaware corporation (“U.S.

Operating Co.”), and each Operating Company Subsidiary of U.S.

Operating Co. (other than Laminated Products, Fabral Holdings, Fabral, Inc. and

Amerimax Finance Company, Inc., a Delaware corporation (“AFC”)) has entered into a

separate Security Agreement, each dated as of September 25, 1996 (together with

the Laminated Products Security Agreement, the Fabral Holdings Security

Agreement and the Fabral Security Agreement, each a “Domestic Security Agreement”

and, collectively, the “Domestic Security Agreements”);




 




1





























 




WHEREAS, the

Company has entered into a Pledge Agreement, dated as of December 30, 1999 (as

amended, supplemented or otherwise modified from time to time, the “Euramax U.S.

Pledge Agreement”);




 




WHEREAS, Euramax

International Limited, a company organized under the laws of England and Wales

(“Euramax”),

has entered into a Pledge Agreement, dated as of September 25, 1996 (as

amended, supplemented or otherwise modified from time to time, the “Euramax

Stock (U.S.) and Debt Pledge Agreement”);




 




WHEREAS, Amerimax

UK has entered into a Pledge Agreement, dated as of September 25, 1996 (as

amended, supplemented or otherwise modified from time to time, the “Amerimax UK

Pledge Agreement”);




 




WHEREAS, U.S.

Operating Co. has entered into a Pledge Agreement, dated as of September 25,

1996 (as amended, supplemented or otherwise modified from time to time, the “U.S.

Operating Co. Pledge Agreement”);




 




WHEREAS, Building

Products has entered into a Pledge Agreement, dated September 25, 1996 (as

amended, supplemented or otherwise modified from time to time, the “Building

Products Pledge Agreement”);




 




WHEREAS, Fabral

Holdings has entered into a Pledge Agreement, dated as of July 16, 1997 (as

amended, supplemented or otherwise modified from time to time, the “Fabral

Holdings Pledge Agreement”);




 




WHEREAS, AFC has

entered into a Pledge Agreement, dated as of April 10, 2000 (as amended,

supplemented or otherwise modified from time to time, the “AFC Pledge  Agreement”

and together with the Euramax U.S. Pledge Agreement, the Euramax Stock (U.S.)

and Debt Pledge Agreement, the Amerimax UK Pledge Agreement, the U.S. Operating

Co. Pledge Agreement, the Building Products Pledge Agreement and the Fabral

Holdings Pledge Agreement, each a “Domestic Pledge Agreement” and,

collectively, the “Domestic Pledge Agreements”);




 




WHEREAS, in

connection with the amendment and restatement of the Restated Credit Agreement,

the Grantors and the Agent desire to affirm their previous grants of security

interests and Liens and amend and restate the Domestic Security Agreements and

the Domestic Pledge Agreements as herein provided; and




 




WHEREAS, it is a

condition precedent to the obligation of the Lenders and the Issuers to make

their respective extensions of credit to the Borrowers under the Credit

Agreement that the Grantors shall have executed and delivered this Agreement to

the Agent;




 




NOW, THEREFORE, in

consideration of the premises and to induce the Lenders, the Swing Loan Lender,

the Issuers and the Agent to amend and restate the Restated Credit Agreement

and to enter into the Credit Agreement and to induce the Lenders, the Swing

Loan Lender and the Issuers to make their respective extensions of credit to

the Borrowers thereunder, each Grantor hereby agrees with the Agent as follows:




 




2





























 




ArTICLE

I.  DEFINED TERMS




 




Section

1.1       Definitions.




 




(a)   Unless

otherwise defined herein, terms defined in the Credit Agreement and used herein

have the meanings given to them in the Credit Agreement.




 




(b)   Terms used

herein that are defined in the UCC  have

the meanings given to them in the UCC, including the following terms (which are

capitalized herein):




 




“Account

Debtor”




“Accounts”




“Chattel

Paper”




“Commodity Account”




“Commodity Intermediary”




“Deposit

Account”




“Documents”




“Entitlement Holder”




“Entitlement Order”




“Equipment”




“Financial

Asset”




“General

Intangibles”




“Instruments”




“Inventory”




“Investment

Property”




“Letter of

Credit Right”




“Proceeds”




“Securities Account”




“Securities Intermediary”




“Security”




“Security

Entitlement”




 




(c)   The

following terms shall have the following meanings:




 




“Additional

Pledged Collateral” means all shares of, limited and/or general partnership

interests in, and limited liability company interests in, and all securities

convertible into, and warrants, options and other rights to purchase or

otherwise acquire, stock of, either (i) any Person that, after the date of this

Agreement, as a result of any occurrence, becomes a direct Subsidiary of any

Grantor or (ii) any issuer of Pledged Stock, any Partnership or any LLC that

are acquired by any Grantor after the date hereof; all certificates or other

instruments representing any of the foregoing; all Security Entitlements of any

Grantor in respect of any of the foregoing; all additional indebtedness from

time to time owed to any Grantor by any obligor on the Pledged Notes and 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 the

foregoing.  Additional Pledged

Collateral may be General Intangibles or Investment Property.




 




“Agreement”

means this Amended and Restated Pledge and Security Agreement.




 




3





























 




“Approved

Deposit Account” means a Deposit Account subject to an effective

Deposit Account Control Agreement maintained by any Grantor with a Deposit

Account Bank.  “Approved Deposit Account”

includes all monies on deposit in such Deposit Account and all certificates and

instruments, if any, representing or evidencing such Approved Deposit Account.




 




“Approved

Securities Intermediary” means a Securities Intermediary or

Commodity Intermediary selected or approved by the Agent and with respect to

which a Grantor has delivered to the Agent an executed Control Account

Agreement.




 




“Cash

Collateral Account” means any Deposit Account or Securities Account

established by the Agent as provided in Section 2.3 in which cash and Cash

Equivalents may from time to time be on deposit or held therein as provided in Section 5.2

or 5.4 or

the Credit Agreement.




 




“Collateral”

has the meaning specified in Section 2.1.




 




“Control

Account” means a Securities Account or Commodity Account subject to

an effective Control Account Agreement maintained by any Grantor with an

Approved Securities Intermediary.  “Control

Account” includes all Financial Assets held in such Securities

Account or Commodity Account and all certificates and instruments, if any,

representing or evidencing the Financial Assets contained therein.




 




“Control

Account Agreement” means a letter agreement, substantially in the

form of Annex

2 (with such changes as may be agreed to by the Agent), executed by

the relevant Grantor, the Agent and the relevant Approved Securities

Intermediary.




 




“Copyright

Licenses” means any written agreement naming any Grantor as licensor

or licensee granting any right under any Copyright, including the grant of any

right to copy, publicly perform, create derivative works, manufacture,

distribute, exploit or sell materials protected by any Copyright.




 




“Copyrights”

means (a) all copyrights arising under the laws of the United States, any other

country or any political subdivision thereof, whether registered or

unregistered and whether published or unpublished, all registrations and

recordings thereof, and all applications in connection therewith, including all

registrations, recordings and applications in the United States Copyright

Office or in any foreign counterparts thereof and (b) all renewals and the

right to obtain all renewals thereof.




 




“Customary

Permitted Liens” means the Liens referred to in Section 7.1(b)

through (g) of the Credit Agreement.




 




“Deposit

Account Bank” means a financial institution selected or approved by

the Agent and with respect to which a Grantor has delivered to the Agent an

executed Deposit Account Control Agreement.




 




“Deposit

Account Control Agreement” means a letter agreement, substantially

in the form of Annex 1 (with such changes as may be agreed to by the Agent

acting reasonably), executed by the Grantor, the Agent and the relevant Deposit

Account Bank.




 




“Excluded

Property” means Special Property other than the following:




 




4





























 




(a)  the right to receive any payment of money

(including, without limitation, Accounts, General Intangibles and Payment

Intangibles) or any other rights referred to in Sections 9-406(f), 9-407(a) or

9-408(a) of the UCC; and




 




(b)  any Proceeds, substitutions or replacements

of any Special Property (unless such Proceeds, substitutions or replacements

would constitute Special Property).




 




“Existing

Blocked Account Letters” means the “Blocked Account Letters” (as

defined in the Restated Credit Agreement) in effect immediately prior to the

Closing Date.




 




“Intellectual

Property” means, collectively, all rights, priorities and privileges

of any Grantor relating to intellectual property, whether arising under United

States, multinational or foreign laws or otherwise, including Copyrights,

Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses

and trade secrets, and all rights to sue at law or in equity for any infringement

or other impairment thereof, including the right to receive all proceeds and

damages therefrom.




 




“Intercompany

Note” means any promissory note evidencing loans made by any Grantor

to any of its Subsidiaries or another Grantor.




 




“LLC”

means each limited liability company in which a Grantor has an interest,

including those set forth on Schedule 2.




 




“LLC

Agreement” means each operating agreement with respect to an LLC, as

each agreement has heretofore been and may hereafter be amended, restated, supplemented

or otherwise modified from time to time.




 




“Material

Intellectual Property” means Intellectual Property owned by or

licensed to a Grantor that is material to such Grantor’s business and listed on

Schedule

5.




 




“Partnership”

means each partnership in which a Grantor has an interest, including those set

forth on Schedule

2.




 




“Partnership

Agreement” means each partnership agreement governing a Partnership,

as each such agreement has heretofore been and may hereafter be amended,

restated, supplemented or otherwise modified.




 




“Patent

License” means all agreements, whether written or oral, providing

for the grant by or to any Grantor of any right to manufacture, use, import,

sell or offer for sale any invention covered in whole or in part by a Patent.




 




“Patents”

means (a) all letters patent of the United States, any other country or any

political subdivision thereof and all reissues and extensions thereof, (b) all

applications for letters patent of the United States or any other country and

all divisions, continuations and continuations-in-part thereof and (c) all

reissues or extensions and all rights to obtain any reissues or extensions of

the foregoing.




 




“Pledged

Collateral” means, collectively, the Pledged Notes, the Pledged

Stock, the Pledged Partnership Interests, the Pledged LLC Interests, all

certificates or other instruments




 




5





























 




representing

any of the foregoing and all Security Entitlements of any Grantor in respect of

any of the foregoing.  Pledged Collateral

may be General Intangibles or Investment Property.




 




“Pledged LLC

Interests” means all right, title and interest of any Grantor as a

member of any LLC and all right, title and interest of any Grantor in, to and

under any LLC Agreement to which it is a party.




 




“Pledged

Notes” means all right, title and interest of any Grantor in the

Instruments evidencing all Indebtedness owed to such Grantor, including all

Indebtedness described on Schedule 2, issued by the obligors named

therein.




 




“Pledged

Partnership Interests” means all right, title and interest of any

Grantor as a limited and/or general partner in all Partnerships and all right,

title and interest of any Grantor in, to and under any Partnership Agreements

to which it is a party.




 




“Pledged

Stock” means the shares of capital stock owned by each Grantor,

including all shares of capital stock listed on Schedule 2.




 




“Secured

Obligations” means, in the case of the Borrowers, the Obligations,

and, in the case of any other Loan Party, the obligations of such Loan Party

under the Guaranty and the other Loan Documents to which it is a party.




 




“Securities

Act” means the Securities Act of 1933, as amended.




 




“Special

Property” means:




 




(a)  any permit, lease or license held by any

Grantor that validly prohibits the creation by such Grantor of a security

interest therein;




 




(b)  any permit, lease or license held by any

Grantor to the extent that any Requirement of Law applicable thereto prohibits

the creation of a security interest therein; and




 




(c)  Equipment owned by any Grantor on the date

hereof that is subject to a purchase money Lien or a Capital Lease Obligation

if the contract or other agreement in which such Lien is granted (or in the

documentation providing for such Capital Lease Obligation) validly prohibits

the creation of any other Lien on such Equipment;




 




in each case only to the extent, and for so long as, such permit,

lease, license, contract or other agreement, or Requirement of Law applicable

thereto, validly prohibits the creation of a Lien in such property in favor of

the Agent (and upon the termination of such prohibition (howsoever occurring)

such permit, lease, license or equipment shall cease to be “Special

Property”).




 




“Trademark

License” means any agreement, whether written or oral, providing for

the grant by or to any Grantor of any right to use any Trademark.




 




“Trademarks”

means (a) all trademarks, trade names, corporate names, company names, business

names, fictitious business names, trade styles, service marks, logos and other

source or business identifiers and, in each case, all goodwill associated

therewith, now existing or hereafter adopted or acquired, all registrations and

recordings thereof, and all applications in connection therewith, in each case

whether in the United States Patent and Trademark Office or




 




6





























 




in any

similar office or agency of the United States, any State thereof or any other

country or any political subdivision thereof or otherwise, and all common-law

rights related thereto and (b) all renewals and the right to obtain all

renewals thereof.




 




“UCC”

means the Uniform Commercial Code as from time to time in effect in the State

of New York; provided, however, that in the event that, by reason

of mandatory provisions of law, any or all of the attachment, perfection or

priority of the Agent’s and the other Secured Parties’ security interest in any

Collateral is governed by the Uniform Commercial Code as in effect in a

jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform

Commercial Code as in effect in such other jurisdiction for purposes of the

provisions hereof relating to such attachment, perfection or priority and for

purposes of definitions related to such provisions.




 




“Vehicles”

means all vehicles covered by a certificate of title law of any state.




 




Section

1.2            Certain Other Terms




 




(a)   In this

Agreement, in the computation of periods of time from a specified date to a

later specified date, the word “from” means “from and including” and the

words “to”

and “until”

each mean “to

but excluding” and the word “through” means “to and including”




 




(b)   The terms “herein,”

“hereof,”

“hereto”

and “hereunder”

and similar words refer to this Agreement as a whole and not to any particular

Article, Section, subsection or clause in this Agreement.




 




(c)   References

herein to an Annex, Schedule, Article, Section, subsection or clause refer to

the appropriate Annex or Schedule to, or Article, Section, subsection or clause

in this Agreement.




 




(d)   The

meanings given to terms defined herein shall be equally applicable to both the

singular and plural forms of such terms.




 




(e)   Where the

context requires, provisions relating to any Collateral, when used in relation

to a Grantor, shall refer to such Grantor’s Collateral or the relevant part

thereof.




 




(f)    Any

reference in this Agreement to a Loan Document shall include all appendices,

exhibits and schedules thereto, and, unless specifically stated otherwise all

amendments, restatements, supplements or other modifications thereto, and as

the same may be in effect at any time such reference becomes operative.




 




(g)   The term “including”

means “including

without limitation” except when used in the computation of time

periods.




 




(h)   The terms “Lender,”

“Issuer,”

“Agent”

and “Secured

Party” include their respective successors.




 




(i)    References

in this Agreement to any statute shall be to such statute as amended or

modified and in effect from time to time.




 




7





























 




ARTICLE II.  Grant of

Security Interest




 




Section 2.1            Collateral.  For the

purposes of this Agreement, all of the following property now owned or at any

time hereafter acquired by a Grantor or in which a Grantor now has or at any

time in the future may acquire any right, title or interests is collectively

referred to as the “Collateral”:




 




(a)   all

Accounts;




 




(b)   all Chattel

Paper;




 




(c)   all Deposit

Accounts;




 




(d)   all

Documents;




 




(e)   all

Equipment;




 




(f)    all

General Intangibles;




 




(g)   all

Instruments;




 




(h)   all

Inventory;




 




(i)    all

Investment Property;




 




(j)    all Letter

of Credit Rights;




 




(k)   all

Vehicles;




 




(l)    all books

and records pertaining to the other property described in this Section 2.1;




 




(m)  all other

goods and personal property of such Grantor, whether tangible or intangible,

and wherever located;




 




(n)   all

property of any Grantor held by the Agent or any other Secured Party, including

all property of every description, in the possession or custody of or in

transit to the Agent or such Secured Party for any purpose, including

safekeeping, collection or pledge, for the account of such Grantor or as to

which such Grantor may have any right or power; and




 




(o)   to the

extent not otherwise included, all Proceeds.




 




Section

2.2            Grant of Security

Interest in Collateral.  Each Grantor

party to any of the Domestic Security Agreements or Domestic Pledge Agreements

hereby confirms and acknowledges the continuance of the security interests and

Liens granted by it under the Domestic Security Agreements and the Domestic

Pledge Agreements.  In addition, each

Grantor, as collateral security for the full, prompt and complete payment and

performance when due (whether at stated maturity, by acceleration or otherwise)

of the Secured Obligations of such Grantor, hereby affirms the security

interests and Liens granted under the Domestic Security Agreements to which it

is a party and the Domestic Pledge Agreements to which it is a party and 




 




8





























 




collaterally

assigns, mortgages, pledges and hypothecates to the Agent for the benefit of

the Secured Parties, and grants to the Agent for the benefit of the Secured

Parties, a Lien on and security interest in, all of its right, title and

interest in, to and under the Collateral of such Grantor; provided, however,

that the foregoing grant of a security interest shall not include a security

interest in Excluded Property and provided, further, that if and when the

prohibition which prevents the granting by such Grantor to the Agent of a

security interest in such Excluded Property is removed or otherwise terminated,

the Agent will be deemed to have, and at all times from and after the date

hereof to have had, a security interest in such Excluded Property, as the case

may be.




 




Section

2.3            Cash Collateral

Accounts. 

The Agent may establish one or more other Deposit Accounts and one or

more Securities Accounts with such depositaries and Securities Intermediaries

as it in its sole discretion shall determine. 

Each such account shall be in the name of the Agent (but may also have

words referring to a Grantor and the account’s purpose).  Each Grantor agrees that each such account

shall be under the control of the Agent. 

The Agent shall be the Entitlement Holder with respect to each such

Securities Account and the only Person authorized to give Entitlement Orders

with respect thereto.  Without limiting

the foregoing, funds on deposit in any Cash Collateral Account may, at the

request of a Grantor, be invested in Cash Equivalents at the direction of the

Agent and, except during the continuance of an Event of Default, the Agent

agrees with each Grantor to issue Entitlement Orders for such investments in

Cash Equivalents as requested by each Grantor; provided, however,

that the Agent shall not have any responsibility for, or bear any risk of loss

of, any such investment or income thereon. 

No Loan Party or Person claiming on behalf of or through any Loan Party

shall have any right to demand payment of any of the funds held in any Cash

Collateral Account at any time prior to the termination of all outstanding

Letters of Credit and the payment in full of all then outstanding and payable

monetary Obligations.  The Agent shall

apply all funds on deposit in a Cash Collateral Account as provided in the

Credit Agreement and except during the continuance of an Event of Default

agrees to cause any funds remaining on deposit therein after all Obligations

then due and payable have been satisfied and all Letter of Credit Obligations

have been cash collateralized to be paid at the written direction of the Grantor

entitled thereto.  Except during the

continuance of an Event of Default, the Agent agrees to cause any funds on

deposit in a Cash Collateral Account to be paid at the written direction of a

Loan Party.




 




ARTICLE III.  Representations And

Warranties




 




To induce the

Lenders, the Issuers and the Agent to enter into the Credit Agreement, each

Grantor hereby represents and warrants each of the following to the Agent, the

Lenders, the Issuers and the other Secured Parties:




 




Section

3.1            Title; No Other Liens.  Except for

the Lien granted to the Agent pursuant to this Agreement and the other Liens

permitted to exist on the Collateral under the Credit Agreement, such Grantor

is the record and beneficial owner of the Pledged Collateral pledged by it

hereunder constituting Instruments or certificated securities, is the

Entitlement Holder of all such Pledged Collateral constituting Investment

Property held in a Securities Account and has rights in or the power to

transfer each other item of Collateral in which a Lien is granted by it

hereunder, free and clear of any and all Liens.




 




Section

3.2            Perfection and Priority.  The security

interest granted pursuant to this Agreement shall constitute a valid and

continuing perfected security interest in favor of the Agent in the Collateral

(other than in respect of perfection relating to Collateral consisting of




 




9





























 




Vehicles

or commercial tort claims) for which perfection is governed by the UCC or

filing with the United States Copyright Office or, if applicable, the United

States Patent and Trademark Office, as the case may be, upon (a) the completion

of the filings and other actions specified on Schedule 3 (which, in the

case of all filings and other documents referred to on such schedule, have been

delivered to the Agent in completed and, if applicable, duly executed form),

(b) the delivery to the Agent of all Collateral consisting of Instruments and

certificated securities, in each case properly endorsed for transfer to the

Agent or in blank, (c) the execution of Control Account Agreements with respect

to Investment Property not in certificated form, (d) the execution of Deposit

Account Control Agreements with respect to all Deposit Accounts (other than the

Cash Collateral Account) and (e) all appropriate filings having been made with

the United States Copyright Office or, if necessary, the United States Patent

and Trademark Office, as the case may be. 

Such security interest will be prior to all other Liens on the

Collateral except for Customary Permitted Liens having priority over the

Agent’s Lien by operation of law or otherwise as permitted under the Credit

Agreement.




 




Section 3.3            Jurisdiction

of Organization; Chief Executive Office.




 




(a)   Except as

set forth on Schedule 1, within the five-year period preceding the date hereof,

such Grantor has not had, or operated in any jurisdiction, under any trade

name, fictitious name or other name other than its legal name.




 




(b)   On the date

hereof such Grantor’s jurisdiction of organization, organizational

identification number, if any, and the location of such Grantor’s chief

executive office or sole place of business is specified on Schedule 1.




 




Section

3.4            Inventory and Equipment.  On the date

hereof, such Grantor’s Inventory and Equipment (other than mobile or portable

goods and Inventory or Equipment in transit) are kept at the locations listed

on Schedule

4.




 




Section

3.5            Pledged Collateral.




 




(a)   The Pledged

Stock, Pledged Partnership Interests and Pledged LLC Interests pledged

hereunder by such Grantor are listed on Schedule 2 and constitute that percentage

of the issued and outstanding equity of all classes of each issuer thereof as

set forth on Schedule 2.




 




(b)   All of the

Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have

been duly and validly issued and are fully paid and nonassessable.




 




(c)   Each of the

Pledged Notes constitutes the legal, valid and binding obligation of the

obligor with respect thereto, enforceable in accordance with its terms, subject

to the effects of bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and other similar laws relating to or affecting

creditors’ rights generally, and general equitable principles (whether

considered in a proceeding in equity or at law).




 




(d)   All Pledged

Collateral and, if applicable, any Additional Pledged Collateral, consisting of

certificated securities or Instruments has been delivered to the Agent in

accordance with Section 4.4(a).




 




(e)   All Pledged

Collateral held by a Securities Intermediary in a Securities Account is in a

Control Account.




 




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(f)    Other than

the Pledged Partnership Interests and the Pledged LLC Interests that constitute

General Intangibles, there is no Pledged Collateral other than that represented

by certificated securities or Instruments in the possession of the Agent or

that consisting of Financial Assets held in a Control Account.




 




(g)   The LLC

Agreement governing any Pledged LLC Interest and the Partnership Agreement governing

any Pledged Partnership Interest (in each case other than in respect of a

Pledged LLC Interest or Pledged Partnership Interest that is a minority

investment) provide that, upon the occurrence and during the continuance of an

Event of Default, the Agent shall be entitled to exercise all of the rights of

the Grantor granting the  security

interest therein, and that a transferee or assignee of a membership interest or

partnership interest, as the case may be, of such LLC or Partnership, as the

case may be, shall become a member or partner, as the case may be, of such LLC

or Partnership, as the case may be, entitled to participate in the management

thereof and, upon the transfer of the entire interest of such Grantor, such

Grantor ceases to be a member or partner, as the case may be.




 




Section 3.6            Accounts.  No amount

payable to such Grantor under or in connection with any Account is evidenced by

any Instrument or Chattel Paper that has not been delivered to the Agent,

properly endorsed for transfer, to the extent delivery is required by Section 4.4.




 




Section

3.7            Intellectual Property.




 




(a)   Schedule 5

lists all Material Intellectual Property owned by such Grantor on the date

hereof, including all licenses of Material Intellectual Property licensed to

such Grantor.  The Material Intellectual

Property set forth on Schedule 5 for such Grantor constitutes

all of the intellectual property rights that are material to conduct its

business.




 




(b)   On the date

hereof, all Material Intellectual Property owned by such Grantor is subsisting,

unexpired and enforceable, has not been adjudged invalid and has not been

abandoned and the use thereof in the business of such Grantor does not infringe

the intellectual property rights of any other Person in any manner that could

reasonably be expected to have a Material Adverse Effect.




 




(c)   Except as

set forth in Schedule 5, on the date hereof, none of the Material

Intellectual Property owned by such Grantor is the subject of any licensing or

franchise agreement pursuant to which such Grantor is the licensor or

franchisor.




 




(d)   Except as

set forth in Schedule 5, on the date hereof, no holding, decision or

judgment has been rendered by any Governmental Authority that would limit,

cancel or question the validity of, or such Grantor’s ownership interest or

rights in, any Material Intellectual Property owned by such Grantor.




 




(e)   Except as

set forth in Schedule 5, no action or proceeding seeking to limit, cancel

or question the validity of any Material Intellectual Property owned by such

Grantor or such Grantor’s ownership interest therein is on the date hereof

pending or, to the knowledge of such Grantor, threatened.  Except as set forth on Schedule 5, there are no

claims, judgments or settlements to be paid by such Grantor, as of the date hereof,

relating to the Material Intellectual Property.




 




11





























 




Section

3.8            Deposit Accounts;

Control Accounts. 

The only Deposit Accounts or Securities Accounts maintained by any

Grantor on the date hereof are those listed on Schedule 6, which sets forth

such information separately for each Grantor.




 




ARTICLE IV.  COVENANTS




 




Each Grantor

agrees with the Agent to the following, as long as any Obligation remains

outstanding in accordance with Section 1.4(c) of the Credit Agreement or any

Revolving Credit Commitment remains in effect and unless the Majority Lenders

otherwise consent in writing:




 




Section 4.1            Generally.  Such Grantor

shall (a) except for the security interest created by this Agreement, not

create or suffer to exist any Lien upon or with respect to any of the

Collateral, except Liens permitted under Section 7.1 of the Credit Agreement; (b)

not use or permit any Collateral to be used unlawfully or in violation of (i)

any provision of this Agreement or any other Loan Document or (ii) any

Requirement of Law in any material respect or (iii) any policy of insurance

covering the Collateral; (c) not sell, transfer or assign (by operation of law

or otherwise) any Collateral except as permitted under the Credit Agreement;

(d) not enter into any agreement or undertaking restricting the right or

ability of such Grantor or the Agent to sell, assign or transfer any of the

Collateral if such restriction would have a Material Adverse Effect; and (e)

promptly notify the Agent of its entry into any agreement or assumption of

undertaking or combination of related agreements or assumptions that restrict

the ability to sell, assign or transfer any of the Collateral in excess of

$25,000 regardless of whether or not it has a Material Adverse Effect.




 




Section

4.2            Maintenance of Perfected

Security Interest; Further Documentation.




 




(a)   Such

Grantor will maintain the security interest created by this Agreement as a

perfected security interest to the extent and having at least the priority

described in Section 3.2 and shall defend such security interest against

the claims and demands of all Persons.




 




(b)   Such

Grantor will furnish to the Agent from time to time statements and schedules

further identifying and describing the Collateral and such other reports in

connection with the Collateral as the Agent may reasonably request, all in

reasonable detail.




 




(c)   At any time

and from time to time, upon the written request of the Agent, and at the sole

expense of such Grantor, such Grantor will promptly and duly execute and

deliver, and have recorded, such further instruments and documents and take

such further action as the Agent may reasonably request for the purpose of

obtaining or preserving the full benefits of this Agreement and of the rights

and powers herein granted, including the filing of any financing or

continuation statement under the UCC (or other similar laws) in effect in any

jurisdiction with respect to the security interest created hereby and the

execution and delivery of Deposit Account Control Agreements and Control

Account Agreements.




 




Section

4.3            Changes in Locations,

Name, Etc.




 




(a)   Except upon

15 days’ prior written notice to the Agent and delivery to the Agent of (i) all

additional executed financing statements and other documents reasonably

requested by the Agent to maintain the validity, perfection and priority of the

security interests




 




12





























 




provided

for herein and (ii) if applicable, a written supplement to Schedule 4 showing any

additional location at which Inventory or Equipment shall be kept, such Grantor

will not:




 




(A)                              permit any of the Inventory or Equipment

(other than mobile goods or portable goods) to be kept at a location other than

those listed on Schedule 4;




 




(B)                                change its jurisdiction of organization

or the location of its chief executive office or sole place of business from

that referred to in Section 3.3; or




 




(C)                                change its name, identity or corporate

structure to such an extent that any financing statement filed in connection

with this Agreement would become misleading.




 




(b)   Such

Grantor will keep and maintain at its own cost and expense satisfactory and

complete records of the Collateral, including a record of all payments received

and all credits granted with respect to the Collateral and all other dealings

with the Collateral.  If reasonably

requested by the Agent, the security interest of the Agent shall be noted on

the certificate of title of each Vehicle.




 




Section

4.4            Pledged Collateral.




 




(a)   Such Grantor

will (i) deliver to the Agent all certificates and Instruments representing or

evidencing any Pledged Collateral (including Additional Pledged Collateral),

and, at the Collateral Agent’s request, all Instruments (other than Instruments

in respect of short-term Cash Equivalents), whether now existing or hereafter

acquired, in suitable form for transfer by delivery or, as applicable,

accompanied by such Grantor’s endorsement, where necessary, or duly executed

instruments of transfer or assignment in blank, all in form and substance

satisfactory to the Agent, together, in respect of any Additional Pledged

Collateral, with a Pledge Amendment, duly executed by the Grantor, in

substantially the form of Annex 3 (a “Pledge Amendment”) or such

other documentation acceptable to the Agent and (ii) maintain all other Pledged

Collateral constituting Investment Property in a Control Account.  Such Grantor authorizes the Agent to attach

each Pledge Amendment to this Agreement. 

The Agent shall have the right, at any time in its discretion and

without notice to the Grantor, to transfer to or to register in its name or in

the name of its nominees any Pledged Collateral.  The Agent shall have the right at any time to exchange any certificate

or instrument representing or evidencing any of the Pledged Collateral for

certificates or instruments of smaller or larger denominations.




 




(b)   Except as

provided in Article

V, such Grantor shall be entitled to receive all cash dividends or

cash interest paid in respect of the Pledged Collateral (other than liquidating

or distributing dividends) with respect to the Pledged Collateral.  Any sums paid upon or in respect of the

Pledged Collateral upon the liquidation or dissolution of any issuer of any of

the Pledged Collateral, any distribution of capital made on or in respect of

the Pledged Collateral or any property distributed upon or with respect to the

Pledged Collateral pursuant to the recapitalization or reclassification of the

capital of any issuer of Pledged Collateral or pursuant to the reorganization

thereof shall, unless otherwise subject to a perfected security interest in

favor of the Agent, be delivered to the Agent to be held by it hereunder as

additional collateral security for the Secured Obligations.  If any sum of money or property so paid or

distributed in respect of the Pledged Collateral shall be received by such

Grantor, such Grantor shall, until such money or




 




13





























 




property is paid or delivered to the Agent, hold such money or property

in trust for the Agent, segregated from other funds of such Grantor, as

additional security for the Secured Obligations.




 




(c)   Except as

provided in Article

V, such Grantor will be entitled to exercise all voting, consent and

corporate rights with respect to the Pledged Collateral; provided, however,

that no vote shall be cast, consent given or right exercised or other action

taken by such Grantor that would impair the Collateral, be inconsistent with or

result in any violation of any provision of the Credit Agreement, this

Agreement or any other Loan Document or, without prior notice to the Agent,

enable or permit any issuer of Pledged Collateral to issue any stock or other

equity securities of any nature or to issue any other securities convertible

into or granting the right to purchase or exchange for any stock or other

equity securities of any nature of any issuer of Pledged Collateral.




 




(d)   Such

Grantor shall not grant control over any Investment Property to any Person

other than the Agent.




 




(e)   In the case

of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to

be bound by the terms of this Agreement relating to the Pledged Collateral

issued by it and will comply with such terms insofar as such terms are

applicable to it.  In the case of each

Grantor that is a partner in a Partnership, such Grantor hereby consents to the

extent required by the applicable Partnership Agreement to the pledge by each

other Grantor, pursuant to the terms hereof, of the Pledged Partnership

Interests in such Partnership and to the transfer of such Pledged Partnership

Interests to the Agent or its nominee and to the substitution of the Agent or

its nominee as a substituted partner in such Partnership with all the rights,

powers and duties of a general partner or a limited partner, as the case may

be.  In the case of each Grantor which

is a member of an LLC, such Grantor hereby consents to the extent required by

the applicable LLC Agreement to the pledge by each other Grantor, pursuant to

the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer

of such Pledged LLC Interests to the Agent or its nominee and to the

substitution of the Agent or its nominee as a substituted member of the LLC

with all the rights, powers and duties of a member of the LLC in question.




 




(f)    Such

Grantor will not agree to any amendment of an LLC Agreement or Partnership

Agreement that in any way adversely affects the perfection of the security

interest of the Agent in the Pledged Partnership Interests or Pledged LLC

Interests pledged by such Grantor hereunder, including any amendment electing

to treat the membership interest or partnership interest of such Grantor as a

security under Section 8-103 of the UCC.




 




Section

4.5            Control Accounts;

Approved Deposit Accounts.




 




(a)   Such

Grantor will (i) deposit in an Approved Deposit Account all cash received by

such Grantor, (ii) not establish or maintain any Securities Account that is not

a Control Account and (iii) not establish or maintain any Deposit Account other

than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided,

however,

that any Grantor may (x) maintain payroll, withholding tax and other fiduciary

accounts and (y) maintain other accounts so long as the aggregate balance in all

such accounts does not exceed $100,000.




 




(b)   Such

Grantor shall instruct each Account Debtor or other Person obligated to make a

payment to such Grantor under a General Intangible to make payment, or to

continue to make payment, as the case may be, to an Approved Deposit Account

and will deposit in an




 




14





























 




Approved

Deposit Account all Proceeds of such Accounts and General Intangibles received

by such Grantor from any other Person immediately upon receipt.




 




(c)   In the

event (i) such Grantor or any Approved Securities Intermediary or Deposit

Account Bank shall, after the date hereof, terminate an agreement with respect

to the maintenance of a Control Account or Approved Deposit Account for any

reason, (ii) the Agent shall demand such termination as a result of the failure

of an Approved Securities Intermediary or Deposit Account Bank to comply with

the terms of the applicable Control Account Agreement or Deposit Account

Control Agreement or (iii) the Agent determines in its sole discretion,

exercised reasonably, that the financial condition of an Approved Securities

Intermediary or Deposit Account Bank, as the case may be, has materially

deteriorated, such Grantor agrees to notify all of its obligors that were making

payments to such terminated Control Account or Approved Deposit Account, as the

case may be, to make all future payments to another Control Account or Approved

Deposit Account, as the case may be.




 




Section 4.6            Accounts.




 




(a)   Such

Grantor will not, other than in the ordinary course of business consistent with

its past practice, (i) grant any extension of the time of payment of any

Account, (ii) compromise or settle any Account for less than the full amount

thereof, (iii) release, wholly or partially, any Person liable for the payment

of any Account, (iv) allow any credit or discount on any Account or (v) amend,

supplement or modify any Account in any manner that could adversely affect the

value thereof.




 




(b)   Upon the

prior reasonable notice from the Agent to the Grantor (other than during the

continuance of an Event of Default in which case no such notice shall be

required), the Agent shall have the right to make test verifications of the

Accounts in any manner and through any medium that it reasonably considers

advisable, and such Grantor shall furnish all such assistance and information

as the Agent may reasonably require in connection therewith.  At any time and from time to time, upon the

Agent’s request and at the expense of the relevant Grantor, such Grantor shall

cause independent public accountants or others satisfactory to the Agent to

furnish to the Agent reports showing reconciliations, aging and test

verifications of, and trial balances for, the Accounts; provided, however,

that unless a Default or Event of Default shall be continuing, the Agent shall

request no more than four such reports during any calendar year.




 




Section

4.7            Delivery of Instruments

and Chattel Paper. 

If any amount in excess of $10,000 payable under or in connection with

any of the Collateral owned by such Grantor shall be or become evidenced by an

Instrument or Chattel Paper, such Grantor shall immediately deliver such

Instrument or Chattel Paper to the Agent, duly indorsed in a manner

satisfactory to the Agent, or, if consented to by the Agent, shall mark all

such Instruments and Chattel Paper with the following legend:  “This writing and the obligations evidenced

or secured hereby are subject to the security interest of BNP Paribas, as

Agent”.  As to any Electronic Chattel Paper,

the Grantor will take all necessary actions to establish “control” thereof

pursuant to and within the meaning of the UCC.




 




Section

4.8            Intellectual Property.




 




Unless the Agent

otherwise consents in writing:




 




15





























 




(a)   Such

Grantor (either itself or through licensees) will (i) continue to use each

Trademark that is Material Intellectual Property in order to maintain such

Trademark in full force and effect with respect to each class of goods for

which such Trademark is currently used, free from any claim of abandonment for

non-use, (ii) maintain as in the past the quality of products and services

offered under such Trademark, (iii) use such Trademark with the appropriate

notice of registration and all other notices and legends required by applicable

Requirements of Law and (iv) not (and not permit any licensee or sublicensee

thereof to) do any act or knowingly omit to do any act whereby such Trademark

may become invalidated or impaired in any way.




 




(b)   Such Grantor

(either itself or through licensees) will not do any act, or omit to do any

act, whereby any Patent that is Material Intellectual Property may become

forfeited, abandoned or dedicated to the public (excluding any dedication to

the public due to the expiration of such Patent).




 




(c)   Such

Grantor (either itself or through licensees) (i) will not (and will not permit

any licensee or sublicensee thereof to) do any act or omit to do any act

whereby any portion of the Copyrights that is Material Intellectual Property

may become invalidated or otherwise impaired and (ii) will not (either itself

or through licensees) do any act whereby any portion of the Copyrights that is

Material Intellectual Property may fall into the public domain (excluding where

such Copyright falls into the public domain due to the expiration of the term

of such Copyright).




 




(d)   Such

Grantor (either itself or through licensees) will use its reasonable best

efforts to protect any trade secret which is Material Intellectual Property and

to prevent such trade secret from becoming publicly available or otherwise

unprotectable.




 




(e)   Such

Grantor (either itself or through licensees) will not do any act that knowingly

uses any Material Intellectual Property to infringe the intellectual property

rights of any other Person.




 




(f)    Such

Grantor will notify the Agent promptly if it knows, or has reason to know, that

any application relating to, or registration of any Material Intellectual

Property may become forfeited, abandoned or dedicated to the public, or of any

adverse determination or development (including the institution of, or any such

determination or development in, any proceeding in the United States Patent and

Trademark Office, the United States Copyright Office or any court or tribunal in

any country) regarding such Grantor’s ownership of, right to use, interest in,

or the validity of, any Material Intellectual Property or such Grantor’s right

to register the same or to own and maintain the same.




 




(g)   Whenever

such Grantor, either by itself or through any agent, licensee or designee,

shall file an application for the registration of any Intellectual Property

with the United States Patent and Trademark Office, the United States Copyright

Office or any similar office or agency within or outside the United States,

such Grantor shall report such filing to the Agent within ten Business Days

after the last day of the fiscal quarter in which such filing occurs.  Upon request of the Agent, such Grantor

shall execute and deliver, and have recorded, all agreements, instruments,

documents, and papers as the Agent may reasonably request to evidence the

Agent’s security interest in any Copyright, Patent or Trademark and the

goodwill and general intangibles of such Grantor relating thereto or

represented thereby.




 




16





























 




(h)   Such

Grantor will take all commercially reasonable actions necessary or requested by

the Agent, including in any proceeding before the United States Patent and

Trademark Office, the United States Copyright Office or any similar office or

agency, to maintain and pursue each application (and to obtain the relevant

registration) and to maintain each registration of any Copyright, Trademark or

Patent that is Material Intellectual Property owned by such Grantor, including

filing of applications for renewal, affidavits of use, affidavits of

incontestability and opposition and interference and cancellation proceedings.




 




(i)    In the

event that any Material Intellectual Property is infringed upon or

misappropriated or diluted by a third party, such Grantor shall notify the

Agent promptly after such Grantor learns thereof.  Such Grantor shall take appropriate action in response to such

infringement, misappropriation of dilution, including promptly bringing suit

for infringement, misappropriation or dilution and to recover all damages for

such infringement, misappropriation of dilution, and shall take such other

actions may be appropriate in its reasonable judgment under the circumstances

to protect such Material Intellectual Property.




 




(j)    Unless

otherwise agreed to by the Agent, such Grantor will execute and deliver to the

Agent for filing in (i) the United States Copyright Office a short-form

copyright security agreement in the form attached hereto as Annex 5,

(ii) in the United States Patent and Trademark Office a short-form patent

security agreement in the form attached hereto as Annex 6 and (iii) in the

United States Patent and Trademark Office a short-form trademark security

agreement in the form attached hereto as Annex 7.




 




Section

4.9            Vehicles.  Upon the reasonable request of the Agent,

within 30 days after the date of such request and, with respect to any Vehicle

acquired by such Grantor subsequent to the date of any such request, within 30

days after the date of acquisition thereof, such Grantor shall file all

applications for certificates of title or ownership indicating the Agent’s

first priority security interest in the Vehicle covered by such certificate,

and any other necessary documentation, in each office in each jurisdiction that

the Agent shall deem advisable to perfect its security interests in the

Vehicles.




 




Section

4.10         Payment of Obligations.  Such Grantor

will pay and discharge or otherwise satisfy at or before maturity or before

they become delinquent, as the case may be, all taxes, assessments and

governmental charges or levies imposed upon the Collateral or in respect of

income or profits therefrom, as well as all claims of any kind (including

claims for labor, materials and supplies) against or with respect to the

Collateral, except that no such charge need be paid if the amount or validity

thereof is currently being contested in good faith by appropriate proceedings,

reserves in conformity with GAAP with respect thereto have been provided on the

books of such Grantor and such proceedings could not reasonably be expected to

result in the sale, forfeiture or loss of any material portion of the

Collateral or any interest therein.




 




Section

4.11         Insurance.  Such Grantor

shall (i) maintain, and cause to be maintained for each of its Subsidiaries

insurance with responsible and reputable insurance companies or associations in

such amounts and covering such risks as is usually carried by companies engaged

in similar businesses and owning similar properties in the same general areas

in which such Grantor or such Subsidiary operates, and such other insurance as

may be reasonably requested by the Majority Lenders, and, in any event, all

insurance required by any Collateral Documents and (ii) cause all such

insurance to name the Agent on behalf of the Secured

Parties as additional insured or loss payee, as appropriate, and to provide

that no cancellation, material addition in amount or material change in

coverage shall be effective until




 




17





























 




after 30 days’ written notice thereof to the Agent (other than in the

case of cancellation for non-payment of premiums in which event ten days’

written notice to the Agent shall be required).




 




Section 4.12         Special

Property. 

Each Grantor shall from time to time at the request of the Agent give

written notice to the Agent identifying in reasonable detail the Special

Property (and stating in such notice that such Special Property constitutes “Excluded

Property”) and shall provide to the Agent such other information

regarding the Special Property as the Agent may reasonably request and, from

and after the Effective Date, no Grantor shall permit to become effective in

any document creating, governing or providing for any permit, lease or license,

a provision that would prohibit the creation of a Lien on such permit, lease,

license or equipment in favor of the Agent unless such Grantor believes, in its

reasonable judgment, that such prohibition is usual and customary in

transactions of such type).




 




ARTICLE V.  REMEDIAL PROVISIONS




 




Section

5.1            Code and Other Remedies. 

During the continuance of an Event of Default, the Agent may exercise,

in addition to all other rights and remedies granted to them in this Agreement

and in any other instrument or agreement securing, evidencing or relating to

the Secured Obligations, all rights and remedies of a secured party under the

UCC or any other applicable law. 

Without limiting the generality of the foregoing, the Agent, without

demand of performance or other demand, presentment, protest, advertisement or

notice of any kind (except any notice required by law referred to below) to or

upon any Grantor or any other Person (all and each of which demands, defenses,

advertisements and notices are hereby waived to the maximum extent permitted by

law), may in such circumstances forthwith collect, receive, appropriate and

realize upon any Collateral and may forthwith sell, lease, assign, give option

or options to purchase, or otherwise dispose of and deliver any Collateral (or

contract to do any of the foregoing), in one or more parcels at public or

private sale or sales, at any exchange, broker’s board or office of the Agent

or any Lender or elsewhere upon such terms and conditions as it may deem

advisable and at such prices as it may deem best, for cash or on credit or for

future delivery without assumption of any credit risk.  The Agent shall have the right upon any such

public sale or sales, and, to the extent permitted by law, upon any such private

sale or sales, to purchase the whole or any part of the Collateral so sold,

free of any right or equity of redemption in any Grantor, which right or equity

is hereby waived and released to the maximum extent permitted by law.  Each Grantor further agrees, at the Agent’s

request, to assemble the Collateral and make it available to the Agent at

places that the Agent shall reasonably select, whether at such Grantor’s

premises or elsewhere.  The Agent shall

apply the net proceeds of any action taken by it pursuant to this Section 5.1,

after deducting all reasonable costs and expenses of every kind incurred in

connection therewith or incidental to the care or safekeeping of any Collateral

or in any way relating to the Collateral or the rights of the Agent and any

other Secured Party hereunder, including reasonable attorneys’ fees and

disbursements, to the payment in whole or in part of the Secured Obligations,

in such order as the Credit Agreement shall prescribe, and only after such

application and after the payment by the Agent of any other amount required by

any provision of law, need the Agent account for the surplus, if any, to any

Grantor.  To the extent permitted by

applicable law, each Grantor waives all claims, damages and demands it may

acquire against the Agent or any other Secured Party arising out of the

exercise by them of any rights hereunder. 

If any notice of a proposed sale or other disposition of Collateral

shall be required by law, such notice shall be deemed reasonable and proper if

given at least 10 days before such sale or other disposition.




 




18





























 




Section

5.2            Accounts and Payments in

Respect of General Intangibles.




 




(a)   If required

by the Agent at any time during the continuance of an Event of Default, any

payment of Accounts or payment in respect of General Intangibles, when

collected by any Grantor, shall be forthwith (and, in any event, within two

Business Days) deposited by such Grantor in the exact form received, duly

indorsed by such Grantor to the Agent if required, in a Cash Collateral

Account, subject to withdrawal by the Agent as provided in Section 5.4.  Until so turned over, such payments shall be

held by such Grantor in trust for the Agent, segregated from other funds of

such Grantor.  Each such deposit of

Proceeds of Accounts and payments in respect of General Intangibles shall be

accompanied by a report identifying in reasonable detail the nature and source

of the payments included in the deposit.




 




(b)   At the

Agent’s request, upon the occurrence and during the continuance of an Event of

Default, each Grantor shall deliver to the Agent all original and other

documents evidencing, and relating to, the agreements and transactions that

gave rise to the Account or payments in respect of General Intangible,

including all original orders, invoices and shipping receipts.




 




(c)   The Agent

may, without notice, at any time upon the occurrence and during the continuance

of an Event of Default, limit or terminate the authority of a Grantor to

collect its Accounts or amounts due under General Intangibles or any thereof.




 




(d)   The Agent

in its own name or in the name of others may at any time upon the occurrence

and during the continuance of an Event of Default communicate with Account

Debtors to verify with them to the Agent’s satisfaction the existence, amount

and terms of any Accounts or amounts due under any General Intangibles.




 




(e)   Upon the

request of the Agent at any time upon the occurrence and during the continuance

of an Event of Default, each Grantor shall notify Account Debtors that the

Accounts or General Intangibles have been collaterally assigned to the Agent

and that payments in respect thereof shall be made directly to the Agent.  In addition, the Agent may at any time

during the continuance of an Event of Default enforce such Grantor’s rights

against such Account Debtors and obligors of General Intangibles.




 




(f)    Anything

herein to the contrary notwithstanding, each Grantor shall remain liable under

each of the Accounts and payments in respect of General Intangibles 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

thereto.  Neither the Agent nor any

other Secured Party shall have any obligation or liability under any agreement

giving rise to an Account or a payment in respect of a General Intangible by

reason of or arising out of this Agreement or the receipt by the Agent nor any

other Secured Party of any payment relating thereto, nor shall the Agent nor

any other Secured Party be obligated in any manner to perform any obligation of

any Grantor under or pursuant to any agreement giving rise to an Account or a

payment in respect of a General Intangible, 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 thereunder, to present or

file any claim, to take any action to enforce any performance or to collect the

payment of any amounts that may have been assigned to it or to which it may be

entitled at any time or times.




 




19





























 




Section

5.3            Pledged Collateral.




 




(a)   Upon the

occurrence and during the continuance of an Event of Default, upon notice by

the Agent to the relevant Grantor or Grantors, (i) the Agent shall have the

right to receive any and all Proceeds of the Pledged Collateral and make

application thereof to the Obligations in the order set forth in the Credit

Agreement and (ii) the Agent or its nominee may exercise (A) all voting,

consent, corporate and other right pertaining to the Pledged Collateral at any

meeting of shareholders, partners or members, as the case may be, of the

relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right

of conversion, exchange and subscription and any other right, privilege or

option pertaining to the Pledged Collateral as if it were the absolute owner

thereof (including the right to exchange at its discretion any and all of the

Pledged Collateral upon the merger, consolidation, reorganization,

recapitalization or other fundamental change in the corporate structure of any

issuer of Pledged Securities, the right to deposit and deliver any and all of

the Pledged Collateral with any committee, depositary, transfer agent,

registrar or other designated agency upon such terms and conditions as the

Agent may determine), all without liability except to account for property

actually received by it; provided, however, that the Agent shall

have no duty to any Grantor to exercise any such right, privilege or option and

shall not be responsible for any failure to do so or delay in so doing.




 




(b)   In order to

permit the Agent to exercise the voting and other consensual rights that it may

be entitled to exercise pursuant hereto and to receive all dividends and other

distributions that it may be entitled to receive hereunder, (i) each Grantor

shall promptly execute and deliver (or cause to be executed and delivered) to

the Agent all such proxies, dividend payment orders and other instruments as

the Agent may from time to time reasonably request and (ii) without limiting

the effect of clause (i) above, such Grantor hereby grants to the Agent an

irrevocable proxy to vote all or any part of the Pledged Collateral and to

exercise all other rights, powers, privileges and remedies to which a holder of

the Pledged Collateral would be entitled (including giving or withholding

written consents of shareholders, partners or members, as the case may be,

calling special meetings of shareholders, partners or members, as the case may

be, and voting at such meetings), which proxy shall be effective, automatically

and without the necessity of any action (including any transfer of any Pledged

Collateral on the record books of the issuer thereof) by any other person

(including the issuer of such Pledged Collateral or any officer or agent

thereof) during the continuance of an Event of Default and which proxy shall

only terminate upon the payment in full of the Secured Obligations.




 




(c)   Each

Grantor hereby expressly authorizes and instructs each issuer of any Pledged

Collateral pledged hereunder by such Grantor to (i) comply with any instruction

received by it from the Agent in writing that (A) states that an Event of

Default has occurred and is continuing and (B) is otherwise in accordance with

the terms of this Agreement, without any other or further instructions from

such Grantor, and each Grantor agrees that such issuer shall be fully protected

in so complying and (ii) unless otherwise expressly permitted hereby, pay any

dividend or other payment with respect to the Pledged Collateral directly to

the Agent.




 




20





























 




Section

5.4            Proceeds to be Turned

Over To Agent.  All Proceeds

received by the Agent hereunder shall be held by the Agent in a Cash Collateral

Account.  All Proceeds while held by the

Agent in a Cash Collateral Account (or by such Grantor in trust for the Agent)

shall continue to be held as collateral security for the Secured Obligations

and shall not constitute payment thereof until applied as provided in the

Credit Agreement.




 




Section

5.5            Registration Rights.




 




(a)   If the

Agent shall determine to exercise its right to sell any of the Pledged

Collateral pursuant to Section 5.1, and if in the opinion of the

Agent it is necessary or advisable to have the Pledged Collateral, or any

portion thereof to be registered under the provisions of the Securities Act,

the relevant Grantor will use its best efforts to cause the issuer thereof to

(i) execute and deliver, and cause the directors and officers of such issuer to

execute and deliver, all such instruments and documents, and do or cause to be

done all such other acts as may be, in the opinion of the Agent, necessary or

advisable to register the Pledged Collateral, or that portion thereof to be

sold, under the provisions of the Securities Act, (ii) use its best efforts to

cause the registration statement relating thereto to become effective and to

remain effective for as long as registration statements are required to remain

effective pursuant to applicable Requirements of Law from the date of the first

public offering of the Pledged Collateral, or that portion thereof to be sold

and (iii) make all amendments thereto or to the related prospectus that, in the

opinion of the Agent, are necessary or advisable, all in conformity with the

requirements of the Securities Act and the rules and regulations of the

Securities and Exchange Commission applicable thereto.  Each Grantor agrees to use its best efforts

to cause such issuer to comply with the provisions of the securities or “Blue

Sky” laws of any jurisdiction that the Agent shall designate and to make

available to its security holders, as soon as practicable, an earnings

statement (which need not be audited) satisfying the provisions of Section

11(a) of the Securities Act.




 




(b)   Each

Grantor recognizes that the Agent may be unable to effect a public sale of any

or all the Pledged Collateral by reason of certain prohibitions contained in

the Securities Act and applicable state securities laws or otherwise or may

determine that a public sale is impracticable or not commercially reasonable

and, accordingly, may resort to one or more private sales thereof to a

restricted group of purchasers that will be obliged to agree, among other

things, to acquire such securities for their own account for investment and not

with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may

result in prices and other terms less favorable than if such sale were a public

sale and, notwithstanding such circumstances, agrees that any such private sale

shall be deemed to have been made in a commercially reasonable manner.  The Agent shall be under no obligation to

delay a sale of any of the Pledged Collateral for the period of time necessary

to permit the issuer thereof to register such securities for public sale under

the Securities Act, or under applicable state securities laws, even if such

issuer would agree to do so.




 




(c)   Each Grantor

agrees to use its best efforts to do or cause to be done all such other acts as

may be necessary to make such sale or sales of all or any portion of the

Pledged Collateral pursuant to this Section 5.5 valid and binding and in

compliance with any and all other applicable Requirements of Law.  Each Grantor further agrees that a breach of

any covenant contained in this Section 5.5 will cause irreparable injury

to the Agent and other Secured Parties, that the Agent and the other Secured

Parties have no adequate remedy at law in respect of such breach and, as a

consequence, that each and every covenant contained in this Section 5.5

shall be specifically enforceable against such Grantor, and such Grantor hereby

waives and agrees not to




 




21





























 




assert any defense against an action for specific performance of such

covenants except for a defense that no Event of Default has occurred under the

Credit Agreement.




 




Section 5.6            Deficiency.  Each Grantor

shall remain liable for any deficiency if the proceeds of any sale or other

disposition of the Collateral are insufficient to pay the Secured Obligations

and the fees and disbursements of any attorney employed by the Agent or any

other Secured Party to collect such deficiency.




 




ARTICLE VI.  THE AGENT




 




Section

6.1            Agent’s Appointment as

Attorney-in-Fact.




 




(a)   Each

Grantor hereby irrevocably constitutes and appoints the Agent and any officer

or agent thereof, with full power of substitution, as its true and lawful

attorney-in-fact with full irrevocable power and authority in the place and

stead of such Grantor and in the name of such Grantor or in its own name, for

the purpose of carrying out the terms of this Agreement, to take any and all

appropriate action and to execute any document and instrument that may be

necessary or desirable to accomplish the purposes of this Agreement, and,

without limiting the generality of the foregoing, each Grantor hereby gives the

Agent the power and right, on behalf of such Grantor, without notice to or

assent by such Grantor, to do any of the following:




 




(i)            in the name of such Grantor or its

own name, or otherwise, take possession of and indorse and collect any check,

draft, note, acceptance or other instrument for the payment of moneys due under

any Account or General Intangible or with respect to any other Collateral and

file any claim or take any other action or proceeding in any court of law or

equity or otherwise deemed appropriate by the Agent for the purpose of

collecting any and all such moneys due under any Account or General Intangible

or with respect to any other Collateral whenever payable;




 




(ii)           in the case of any Intellectual

Property, execute and deliver, and have recorded, any agreement, instrument,

document and paper as the Agent may reasonably request to evidence the Agent’s

security interest in such Intellectual Property and the goodwill and General

Intangibles of such Grantor relating thereto or represented thereby;




 




(iii)          pay or discharge taxes and Liens

levied or placed on or threatened against the Collateral, effect any repair or

pay or discharge any insurance called for by the terms of this Agreement

(including any part of the premiums therefor and the costs thereof);




 




(iv)          execute, in connection with any sale

provided for in Section 5.1 or 5.5, any endorsement, assignment or other

instrument of conveyance or transfer with respect to the Collateral; and




 




(v)           (A) direct any party liable for any

payment under any of the Collateral to make payment of any moneys due or to

become due thereunder directly to the Agent or as the Agent shall direct; (B)

ask or demand for, collect, and receive payment of and receipt for, any moneys,

claims and other amounts due or to become due at any time in respect of or

arising out of any Collateral; (C) sign and indorse any invoice, freight or

express bill, bill of lading, storage or warehouse receipt, draft against

debtors, assignment, verification, notice or other document in connection with

any Collateral; (D)




 




22





























 




commence and prosecute

any suit, action or proceeding at law or in equity in any court of competent

jurisdiction to collect the Collateral or any portion thereof and to enforce

any other right in respect of any Collateral; (E) defend any suit, action or

proceeding brought against such Grantor with respect to any Collateral; (F)

settle, compromise or adjust any such suit, action or proceeding and, in

connection therewith, give such discharges or releases as the Agent may deem

appropriate; (G) assign any Copyright, Patent or Trademark (along with the

goodwill of the business to which any such Trademark pertains), throughout the

world for such term or terms, on such conditions and in such manner as the

Agent shall in its sole discretion determine, including without the execution

and filing of any documents necessary to effectuate or record such assignment;

and (H) generally, sell, transfer, pledge and make any agreement with respect

to or otherwise deal with any Collateral as fully and completely as though the

Agent were the absolute owner thereof for all purposes, and do, at the Agent’s

option and such Grantor’s expense, at any time, or from time to time, all acts

and things that the Agent reasonably deems necessary to protect, preserve or

realize upon the Collateral and the Agent’s and the other Secured Parties’

security interests therein and to effect the intent of this Agreement, all as

fully and effectively as such Grantor might do.




 




Anything in this Section

6.1(a) to the contrary notwithstanding, the Agent agrees that it

will not exercise any right under the power of attorney provided for in this Section

6.1(a) unless an Event of Default shall occur and be continuing.




 




(b)   If any

Grantor fails to perform or comply with any of its agreements contained herein,

the Agent, at its option, but without any obligation so to do, may perform or

comply, or otherwise cause performance or compliance, with such agreement.




 




(c)   The

reasonable expenses of the Agent incurred in connection with actions undertaken

as provided in this Section 6.1, together with interest

thereon at a rate per annum equal to the rate per annum at which interest would

then be payable on past due Revolving Credit Loans that are Base Rate Loans

under the Credit Agreement, from the date of payment by the Agent to the date

reimbursed by the relevant Grantor, shall be payable by such Grantor to the

Agent on demand.




 




(d)   Each

Grantor hereby ratifies all that said attorneys shall lawfully do or cause to

be done by virtue hereof.  All powers,

authorizations and agencies contained in this Agreement are coupled with an

interest and are irrevocable until this Agreement is terminated and the

security interests created hereby are released.




 




Section

6.2            Duty of Agent.  The Agent’s

sole duty with respect to the custody, safekeeping and physical preservation of

the Collateral in its possession shall be to deal with it using reasonable

care.  Neither the Agent, any other

Secured Party nor any of their respective officers, directors, employees or

agents shall be liable for failure to demand, collect or realize upon any 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

any other Person or to take any other action whatsoever with regard to any

Collateral.  The powers conferred on the

Agent hereunder are solely to protect the Agent’s interest in the Collateral

and shall not impose any duty upon the Agent or any other Secured Party to

exercise any such powers.  The Agent and

the other 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 respective officers, directors, employees or agents shall be responsible

to any Grantor for any act or failure to act




 




23





























 




hereunder, except for their or their officers’, directors’, employees’

or agents’ own gross negligence or willful misconduct.




 




Section

6.3            Execution of Financing

Statements.  Each Grantor

authorizes the Agent to file or record financing statements and other filing or

recording documents or instruments with respect to the Collateral without the

signature of such Grantor in such form and in such offices as the Agent

reasonably determines appropriate to perfect the security interests of the

Agent under this Agreement.  A

photographic or other reproduction of this Agreement shall be sufficient as a

financing statement or other filing or recording document or instrument for

filing or recording in any jurisdiction.




 




Section

6.4            Authority of Agent. 

Each Grantor acknowledges that the rights and responsibilities of the

Agent under this Agreement with respect to any action taken by the Agent or the

exercise or non-exercise by the Agent of any option, voting right, request,

judgment or other right or remedy provided for herein or resulting or arising

out of this Agreement shall, as between the Agent and the other Secured

Parties, be governed by the Credit Agreement and by such other agreements with

respect thereto as may exist from time to time among them, but, as between the

Agent and the Grantors, the Agent shall be conclusively presumed to be acting

as agent for the Agent and the other Secured Parties with full and valid

authority so to act or refrain from acting, and no Grantor shall be under any

obligation, or entitlement, to make any inquiry respecting such authority.




 




ARTICLE VII.  MISCELLANEOUS




 




Section

7.1            Amendments in Writing. 

None of the terms or provisions of this Agreement may be waived,

amended, supplemented or otherwise modified except in accordance with Section 10.1

of the Credit Agreement.




 




Section

7.2            Notices. 

All notices, requests and demands to or upon the Agent or any Grantor

hereunder shall be effected in the manner provided for in Section 10.2 of the Credit

Agreement.




 




Section

7.3            No Waiver by Course of

Conduct; Cumulative Remedies.  Neither the

Agent nor any other Secured Party shall by any act (except by a written

instrument pursuant to Section 7.1), delay, indulgence, omission

or otherwise be deemed to have waived any right or remedy hereunder or to have

acquiesced in any Default or Event of Default. 

No failure to exercise, nor any delay in exercising, on the part of the

Agent or any other Secured Party, any right, power or privilege hereunder shall

operate as a waiver thereof.  No single

or partial exercise of any right, power or privilege hereunder shall preclude

any other or further exercise thereof or the exercise of any other right, power

or privilege.  A waiver by the Agent or

any other Secured Party of any right or remedy hereunder on any one occasion

shall not be construed as a bar to any right or remedy that the Agent or such

other Secured Party would otherwise have on any future occasion.  The rights and remedies herein provided are

cumulative, may be exercised singly or concurrently and are not exclusive of

any other rights or remedies provided by law.




 




Section

7.4            Successors and Assigns. 

This Agreement shall be binding upon the successors and assigns of each

Grantor and shall inure to the benefit of the Agent and each other Secured

Party and their successors and assigns; provided, however, that no Grantor may

assign, transfer or delegate any of its rights or obligations under this

Agreement without the prior written consent of the Agent.




 




24





























 




Section

7.5            Counterparts. 

This Agreement may be executed by one or more of the parties to this

Agreement on any number of separate counterparts (including by telecopy), each

of which when so executed shall be deemed to be an original and all of which

taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple

counterparts and attached to a single counterpart so that all signature pages

are attached to the same document. 

Delivery of an executed counterpart by telecopy shall be effective as

delivery of a manually executed counterpart.




 




Section

7.6            Severability. 

Any provision of this Agreement that is prohibited or unenforceable in

any jurisdiction shall, as to such jurisdiction, be ineffective to the extent

of such prohibition or unenforceability without invalidating the remaining

provisions hereof, and any such prohibition or unenforceability in any

jurisdiction shall not invalidate or render unenforceable such provision in any

other jurisdiction.




 




Section

7.7            Section Headings. 

The Article and Section titles contained in this Agreement are, and

shall be, without substantive meaning or content of any kind whatsoever and are

not part of the agreement of the parties hereto.




 




Section

7.8            Entire Agreement. 

This Agreement together with the other Loan Documents represents the

entire agreement of the parties and supersedes all prior agreements and understandings

relating to the subject matter hereof.




 




Section

7.9            Governing Law.  This agreement and the rights and

obligations of the parties hereto shall be governed by, and construed and

interpreted in accordance with, the law of the State of New York.




 




Section

7.10         Additional Grantors. 

If, pursuant to the Credit Agreement, the Company or any Subsidiary

thereof shall be required to cause any Subsidiary that is not a Grantor to

become a Grantor hereunder, such Subsidiary shall execute and deliver to the

Agent a Joinder Agreement in the form of Annex 4 and shall thereafter for all

purposes be a party hereto and have the same rights, benefits and obligations

as a Grantor party hereto on the Closing Date.




 




Section

7.11         Release of Collateral.




 




(a)   At the time

provided in Section 9.8(a) of the Credit Agreement, the Collateral shall be

released from the Lien created hereby and this Agreement and all obligations

(other than those expressly stated to survive such termination) of the Agent

and each Grantor hereunder shall terminate, all without delivery of any

instrument or performance of any act by any party, and all rights to the

Collateral shall revert to the Grantors. 

At the request and sole expense of any Grantor following any such

termination, the Agent shall deliver to such Grantor any Collateral of such

Grantor held by the Agent hereunder and execute and deliver to such Grantor

such documents as such Grantor shall reasonably request to evidence such

termination.




 




(b)   If any of

the Collateral shall be sold or disposed of by any Grantor in a transaction

permitted by the Credit Agreement, the Collateral so sold or disposed of shall

be released from the Lien created hereby to the extent provided in Section

9.8(b) or (c) of the Credit Agreement and, in connection therewith, the Agent,

at the request and sole expense of the Company, shall execute and deliver to

the Grantors all releases or other documents reasonably necessary or desirable

for the release of the Lien created hereby on such Collateral.  At the request and sole expense of the

Grantors, a Grantor shall be released from its obligations




 




25





























 




hereunder

in the event that all the capital stock of such Grantor shall be so sold or

disposed; provided,

however,

that the Grantors shall have delivered to the Agent, at least ten Business Days

prior to the date of the proposed release, a written request for release

identifying the relevant Grantor and the terms of the sale or other disposition

in reasonable detail, including the price thereof and any expenses in

connection therewith, together with a certification by the Grantors stating

that such transaction is in compliance with the Credit Agreement and the other

Loan Documents.




 




Section

7.12         Reinstatement. 

Each Grantor further agrees that, if any payment made by any Loan Party

or other Person and applied to the Obligations is at any time annulled,

avoided, set aside, rescinded, invalidated, declared to be fraudulent or

preferential or otherwise required to be refunded or repaid, or the proceeds of

Collateral are required to be returned by any Secured Party to such Loan Party,

its estate, trustee, receiver or any other party, including any Grantor, under

any bankruptcy law, state or federal law, common law or equitable cause, then,

to the extent of such payment or repayment, any Lien or other Collateral

securing such liability shall be and remain in full force and effect, as fully

as if such payment had never been made or, if prior thereto the Lien granted

hereby or other Collateral securing such liability hereunder shall have been

released or terminated by virtue of such cancellation or surrender), such Lien

or other Collateral shall be reinstated in full force and effect, and such

prior cancellation or surrender shall not diminish, release, discharge, impair

or otherwise affect any Lien or other Collateral securing the obligations of

any Grantor in respect of the amount of such payment.




 




Section

7.13         Effectiveness. 

On the Effective Date, the Domestic Security Agreements and the Domestic

Pledge Agreements shall be amended and restated in their entirety by this

Agreement and the the Domestic Security Agreements and the Domestic Pledge

Agreements shall thereafter be of no force and effect except as to evidence the

grant of the Lien by each Loan Party party thereto in favor of the Agent.  This Agreement does not constitute a

novation of the rights, obligations and liabilities of the respective parties

existing under the Domestic Security Agreements and the Domestic Pledge

Agreements and Liens granted to the Agent thereunder shall remain in full force

and effect and shall continue to secure the Secured Obligations of such Grantor

(whether incurred before or after the Effective Date).




 




26





























 




IN WITNESS

WHEREOF, each of the undersigned has caused this Amended and Restated Pledge

and Security Agreement to be duly executed and delivered as of the date first

above written.




 




	

   


  	

  EURAMAX INTERNATIONAL,

  INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  AMERIMAX UK, INC.

  (f/k/a Amerimax Holdings, Inc.)


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  AMERIMAX FABRICATED

  PRODUCTS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  AMERIMAX BUILDING

  PRODUCTS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  AMERIMAX COATED

  PRODUCTS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  AMERIMAX LAMINATED

  PRODUCTS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




[Signature Page to the

Amended and Restated Pledge and Security Agreement]




 





























 




	

   


  	

  AMERIMAX RICHMOND

  COMPANY


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  AMERIMAX HOME PRODUCTS,

  INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  AMERIMAX FINANCE

  COMPANY, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  FABRAL HOLDINGS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  FABRAL, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




	

  ACCEPTED AND AGREED:


  	

   


  
	

   


  	

   


  
	

  BNP

  PARIBAS, as Agent


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
				





 




[Signature Page to the

Amended and Restated Pledge and Security Agreement]




 





























 




	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  





 




[Signature Page to the Amended and Restated Pledge and

Security Agreement]




 





























 




Annex

1 to




Amended

and Restated Pledge and Security Agreement




 




DEPOSIT

ACCOUNT CONTROL AGREEMENT




 




[Date]




[Deposit Account

Bank]




[Address]




 




Ladies and

Gentlemen:




 




Reference is made

to account no. [                  ]

maintained with you (the “Bank”) by [              ] (the “Company”) into which funds are deposited

from time to time (the “Account”).  The Company has entered into a Second Amended and Restated Credit

Agreement, dated as of March 15, 2002 (as the same may be amended, restated,

supplemented or otherwise modified from time to time, the “Credit Agreement”), among

the Company, the other Loan Parties party thereto, the Lenders, Swing Loan

Lender and Issuers party thereto and BNP Paribas, as agent for the Lenders,

Swing Loan Lender and Issuers (in such capacity the “Agent”).




 




Pursuant to the

Credit Agreement and related documents, the Company has granted to the Agent,

for the benefit of the Secured Parties, a security interest in certain property

of the Company, including, among other things, accounts, inventory, equipment,

instruments, general intangibles and all proceeds thereof (the “Collateral”).  Payments with respect to the Collateral are

or hereafter may be made to the Account.




 




The Company hereby

transfers to the Agent exclusive control of the Account and all funds and other

property on deposit therein.  By your

execution of this letter agreement, you (a) agree that you will comply with

instructions originated by the Agent directing disposition of the funds and

other property on deposit in the Account without further consent of the Company

and (b) acknowledge that the Agent now has exclusive control of the Account,

that all funds in the Account, to the extent required herein, shall be

transferred to the Agent as provided herein, that the Account is being

maintained by you for the benefit of the Agent and that all amounts and other

property therein are held by you as custodian for the Agent.




 




Except as provided

in paragraph (d) below, the Account shall not be subject to deduction, set-off,

banker’s lien, counterclaim, defense, recoupment or any other right in favor of

any person or entity other than the Agent. 

By your execution of this letter agreement you also acknowledge that, as

of the date hereof, you have received no notice of any other pledge or

assignment of the Account (other than any prior pledge or assignment in favor

of the Agent) and have not executed any agreements with third parties (other

than the Agent) covering the disposition of funds in the Account.  You agree with the Agent as follows:




 




(a)   Notwithstanding anything to the contrary or

any other agreement relating to the Account, the Account is and will be

maintained for the benefit of the Agent and will be, except as provided in

clause (b) below, subject to written instructions only from an authorized

officer of the Agent.




 




(b)   Prior to the delivery to you of a written

notice from the Agent in the form of Exhibit A hereto (a “Blockage Notice”), you are

authorized to follow the instructions of the Company with respect to the

disposition of any and all funds in the Account.




 




A1-1





























 




(c)   From and after the delivery to you of a

Blockage Notice, you will transfer (by wire transfer or other method of

transfer mutually acceptable to you and the Agent) to the Agent, in same day

funds, on each business day, the entire balance in the Account to the following

account:




 








	

  ABA

  Number:


  
	

  BNP

  Paribas


  
	

  The

  Equitable Tower


  
	

  787

  Seventh Avenue


  
	

  New York,

  NY  10019


  
	

   


  
	

  Account

  Name:


  
	

  Concentration Account


  
	

  Account

  Number:


  
	

  Reference:


  
	

  Attn:


  










 




or to such other account

as the Agent may from time to time designate in writing (the “Agent

Concentration Account”).




 




(d)   All customary service charges and fees with

respect to the Account shall be debited to the Account.  In the event insufficient funds remain in

the Account to cover such customary service charges and fees, the Company shall

pay and indemnify you for the amounts of such customary service charges and

fees.




 




This letter

agreement shall be binding upon and shall inure to the benefit of you, the Company,

the Agent, the Secured Parties referred to in the Credit Agreement and the

respective successors, transferees and assigns of any of the foregoing.  This letter agreement may not be modified

except upon the mutual consent of the Agent, the Company and you. You may

terminate the letter agreement only upon 30 days’ prior written notice to the

Company and the Agent.  The Agent may

terminate this letter agreement upon 10 days’ prior written notice to you and

the Company.  Upon such termination you

shall close the Account and transfer all funds in the Account to the Agent

Concentration Account or as otherwise directed by the Agent.  After any such termination, you shall

nonetheless remain obligated promptly to transfer to the Agent Concentration

Account or as the Agent may otherwise direct all funds and other property

received in respect of the Account.




 




This letter agreement may be executed in any number of

counterparts and by different parties hereto in separate counterparts, each of

which when so executed shall be deemed to be an original and all of which when

taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a

signature page to this letter agreement by telecopier shall be effective as

delivery of a manually executed counterpart of this letter agreement.




 




This letter

agreement supersedes all prior agreements, oral or written, with respect to the

subject matter hereof and may not be amended, modified or supplemented except

by a writing signed by the Agent, the Company and you.




 




This letter

agreement shall be governed by, and construed in accordance with, the law of

the State of New York.




 




A1-2





























 




Upon acceptance of

this letter agreement it will be the valid and binding obligation of the

Company, the Agent, and you, in accordance with its terms.




 




	

   


  	

  Very truly yours,


  
	

   


  	

   


  
	

   


  	

  [LOAN PARTY]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  BNP PARIBAS, as Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




 




	

  Acknowledged and agreed

  to as


  of the date first above written:


  	

   


  
	

   


  	

   


  
	

  [DEPOSIT ACCOUNT BANK]


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




A1-3





























 




EXHIBIT

A




to




DEPOSIT ACCOUNT CONTROL AGREEMENT




 




Form of Agent Blockage Notice




[Deposit Account

Bank]




[Address]




 




Re:          Account No.                                           

(the “Account”)




 




Ladies and

Gentlemen:




 




Reference is made to the Account and that certain Deposit Account

Control Agreement dated                ,

20     among you, BNP Paribas, as Agent

(the “Agent”),

and [                      ] (the “Deposit

Account Control Agreement”). 

Capitalized terms used herein shall have the meanings given to them in

the Deposit Account Control Agreement.




 




The Agent hereby notifies you that, from and after the date of this

notice, you are hereby directed to transfer (by wire transfer or other method

of transfer mutually acceptable to you and the Agent) to the Agent, in same day

funds, on each business day, the entire balance in the Account to the Agent

Concentration Account specified in paragraph (d) of the Deposit Account Control

Agreement or to such other account as the Agent may from time to time designate

in writing.




 




	

   


  	

  Very truly yours,


  
	

   


  	

   


  
	

   


  	

  BNP PARIBAS, as Agent


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
					





 




A1-4





























 




Annex

2 to




Amended

and Restated Pledge and Security Agreement




 




CONTROL

ACCOUNT AGREEMENT




 




[Name and Address


of Approved Securities


Intermediary]




[Date]




Ladies and

Gentlemen:




 




The undersigned                                (the “Pledgor”) together with

certain of its affiliates are party to an Amended and Restated Pledge and

Security Agreement, dated as of March 15, 2002, in favor of BNP Paribas, as

agent for the Secured Parties referred to therein (the “Pledgee” and such agreement

the “Pledge

and Security Agreement”) pursuant to which a security interest is

granted by the Pledgor in all present and future Assets (hereinafter defined)

in Account No.               of the

Pledgor (the “Pledge”).




 




In connection therewith, the Pledgor hereby instructs you (the “Approved

Securities Intermediary”) to do all of the following:




 




1.                       maintain the Account, as “                     - BNP Paribas Control

Account”;




 




2.                    hold in the Account the assets, including, without

limitation, all financial assets, securities, security entitlements and all

other property and rights now or hereafter received in such Account

(collectively the “Assets”), including without limitation

those assets listed in Exhibit A attached hereto and made a part hereof;




 




3.                    provide to the Pledgee, with a duplicate copy to the

Pledgor, a monthly statement of Assets and a confirmation statement of each

transaction effected in the Account after such transaction is effected; and




 




4.                    honor only the instructions or Entitlement Orders in

regard to or in connection with the Account given by an Authorized Officer of

the Pledgee, except that until such time as the Pledgee gives a written notice

to the Approved Securities Intermediary that the Pledgor’s rights under this

sentence have been terminated (on which notice the Approved Securities

Intermediary may rely exclusively), the Pledgor acting through an Authorized

Officer may (a) exercise any voting right that it may have with respect to any

Asset, (b) give instructions to enter into purchase or sale transactions in the

Account and (c) withdraw and receive for its own use all regularly scheduled

interest [and dividends] paid with respect to the Assets [and all cash proceeds

of any sale of Assets] (“Permitted Withdrawals”); provided,

however, that, unless the Pledgee has consented to the specific

transaction, the Pledgor shall not instruct the Approved Securities

Intermediary to deliver and, except as may be required by law or by court

order, the Approved Securities Intermediary shall not deliver, cash and/or

securities, or proceeds from the sale of, or distributions on, such securities

out of the Account to the Pledgor or to any other person or entity other than

Permitted Withdrawals.




 




A2-1





























 




By its signature

below, the Approved Securities Intermediary agrees to comply with the

Entitlement Orders and instructions of an Authorized Officer of the Pledgee

(including, without limitation, any instruction with respect to sales, trades,

transfers and withdrawals of cash or other of the Assets) without the consent

of the Pledgor or any other person (it being understood and agreed by the

Pledgor that the Approved Securities Intermediary shall have no duty or

obligation whatsoever of any kind or character to have knowledge of the terms

of the Pledge and Security Agreement or to determine whether or not an event of

default exists thereunder).  The Pledgor

hereby agrees to indemnify and hold harmless the Approved Securities

Intermediary, its affiliates, officers and employees from and against any

claim, cause of action, liability, lawsuit, demand or damages, including,

without limitation, any court cost and reasonable attorney’s fee, that may result

by reason of the Approved Securities Intermediary complying with such

instructions of the Pledgee.  [In the

event that the Approved Securities Intermediary is sued or becomes involved in

litigation as a result of complying with the above stated written instructions,

the Pledgor and the Pledgee agree that the Approved Securities Intermediary

shall be entitled to charge all costs and fees it incurs in connection with

such litigation to the Assets in the Account and withdraw such sums as the

costs and charges accrue.]




 




The Authorized

Officer of the Pledgee who shall give oral instructions hereunder shall confirm

the same in writing to the Approved Securities Intermediary within five days

after such oral instructions are given.




 




For the purpose of

this Agreement, the term “Authorized Officer of the Pledgor” shall

refer in the singular to            

or                       (each of

whom is, on the date hereof, an officer or director of the Pledgor) and “Authorized

Officer of the Pledgee” shall refer in the singular to any person

who is a vice president or managing director of the Pledgee.  In the event that the Pledgor shall find it

advisable to designate a replacement for any of its Authorized Officers,

written notice of any such replacement shall be given to the Approved

Securities Intermediary and the Pledgee.




 




Except with

respect to the obligations and duties as set forth herein, this Agreement shall

not impose or create any obligation or duty upon the Approved Securities

Intermediary greater than or in addition to the customary and usual obligations

and duties of the Approved Securities Intermediary to the Pledgor.




 




As long as the

Assets are pledged to the Pledgee: (i) the Approved Securities Intermediary

will not invade the Assets to cover margin debits or calls in any other

accounts of the Pledgor and (ii) the Approved Securities Intermediary agrees

that, except for liens resulting from customary commissions, fees, or charges

based upon transactions in the Account, it subordinates in favor of the Pledgee

any security interest, lien or right of setoff the Approved Securities

Intermediary may have.  The Approved

Securities Intermediary acknowledges that it has not received notice of any

other security interest in the Account or the Assets.  In the event any such notice is received, the Approved Securities

Intermediary will promptly notify the Pledgee. 

The Pledgor herein represents that the Assets are free and clear of any

lien or encumbrances and agrees that, with the exception of the security

interest granted to the Pledgee, no Lien or encumbrance will be placed by it on

the Assets without the express written consent of both the Pledgee and the

Approved Securities Intermediary.




 




This Agreement

shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns and it and the rights and obligations of the

parties hereto shall be governed by, and construed and interpreted in

accordance with, and the law




 




A2-2





























 




of the

Approved Securities Intermediary’s jurisdiction for the purposes of Section

8-110 of the Uniform Commercial Code in effect in the State of New York (the “UCC”)

shall be, the law of the State of New York.




 




The Approved

Securities Intermediary will treat all property at any time held by the

Approved Securities Intermediary in the Account as financial assets within the

meaning of the UCC.  The Approved

Securities Intermediary acknowledges that this Agreement constitutes written

notification to the Approved Securities Intermediary, pursuant to the UCC and

any applicable federal regulation for the Federal Reserve Book Entry System, of

the Pledgee’s security interest in the Assets. 

The Pledgor, Pledgee and Approved Securities Intermediary are entering

into this Agreement to provide for the Pledgee’s  control of the Assets and to confirm the first priority of the

Pledgee’s security interest in the Assets. 

[The Approved Securities Intermediary agrees to promptly make and

thereafter maintain all necessary entries or notations in its books and records

to reflect the Pledgee’s security interest in the Assets.]




 




If any term or

provision of this Agreement is determined to be invalid or unenforceable, the

remainder of this Agreement shall be construed in all respects as if the

invalid or unenforceable term or provision were omitted.  This Agreement may not be altered or amended

in any manner without the express written consent of the Pledgor, the Pledgee

and the Approved Securities Intermediary. 

This Agreement may be executed in any number of counterparts, all of

which shall constitute one original agreement.




 




This Agreement may

be terminated by the Approved Securities Intermediary upon 30 days’ prior

written notice to the Pledgor and the Pledgee. 

Upon expiration of such 30-day period, the Approved Securities

Intermediary shall be under no further obligation except to hold the Assets in

accordance with the terms of this Agreement, pending receipt of written

instructions from the Pledgor and the Pledgee, jointly, regarding the further

disposition of the pledged Assets.




 




The Pledgor

acknowledges that this Agreement supplements any existing agreement of the

Pledgor with the Approved Securities Intermediary and, except as expressly

provided herein, is in no way intended to abridge any right that the Approved

Securities Intermediary might otherwise have.




 




A2-3





























 




IN WITNESS

WHEREOF, the Pledgor and the Pledgee have caused this Agreement to be executed

by their duly authorized officers all as of the date first above written.




 




	

   


  	

   


  	

  [PLEDGOR]


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  BNP

  PARIBAS, as Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  
	

  ACCEPTED AND AGREED:


  	

   


  
	

   


  	

   


  
	

  [APPROVED FINANCIAL INTERMEDIARY]


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  
												





A2-4





























 




EXHIBIT A




 




List of Assets for

Pledged Collateral Account Number:                            




 




ASSETS




 




A2-5





























 




Annex 3 to




Amended and Restated Pledge and Security

Agreement




 




PLEDGE

AMENDMENT




 




This PLEDGE AMENDMENT, dated as of                  , 20      , is delivered pursuant to Section

4.4(a) of the Amended and Restated Pledge and Security Agreement

dated                 , 20      ,

by the undersigned Grantor and the other Loan Parties from time to time party

thereto as Grantors in favor of BNP Paribas, as agent for the Secured Parties

referred to therein (the “Pledge and Security Agreement”) and the

undersigned hereby agrees that this Pledge Amendment may be attached to the

Pledge and Security Agreement and that the Pledged Collateral listed on this

Pledge Amendment shall be and become part of the Collateral referred to in the

Pledge and Security Agreement and shall secure all Secured Obligations of the

undersigned.  Capitalized terms used

herein but not defined herein are used herein with the meaning given them in

the Pledge and Security Agreement.




 




	

   


  	

  [GRANTOR]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




Pledged

Stock




 




	

  Issuer


  	

   


  	

  Class


  	

   


  	

  Certificate No(s).


  	

   


  	

  Par Value


  	

   


  	

  Number of


  Shares, Units or


  Interests


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




Pledged Debt




 




	

  Issuer


  	

   


  	

  Description of Debt


  	

   


  	

  Certificate No(s).


  	

   


  	

  Final Maturity


  	

   


  	

  Principal


  Amount


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




A3-1





























 




 




	

  ACKNOWLEDGED AND AGREED


  	

   


  
	

  as of the date

  of this Pledge Amendment


  	

   


  
	

  first above

  written.


  	

   


  
	

   


  	

   


  
	

  BNP PARIBAS, as

  Agent


  	

   


  	

   


  	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
						





 




A3-2





























 




Annex 4 to




Amended and Restated Pledge and Security

Agreement




 




JOINDER AGREEMENT




 




This JOINDER

AGREEMENT, dated

as of              , 20      , is delivered pursuant to Section 7.10

of the Amended and Restated Pledge and Security Agreement dated as of March 15,

2002 by Euramax International, Inc. and the Subsidiaries thereof listed on the

signature pages thereof in favor of the BNP Paribas, as agent (the “Agent”)

for the Secured Parties referred to therein (the “Pledge and Security Agreement”).  Capitalized terms used herein but not

defined herein are used with the meanings given them in the Pledge and Security

Agreement.




 




By executing and

delivering this Joinder Agreement, the undersigned, as provided in Section

7.10 of the Pledge and Security Agreement, hereby becomes a party to

the Pledge and Security Agreement as a Grantor thereunder with the same force

and effect as if originally named as a Grantor therein and, without limiting

the generality of the foregoing, hereby grants to the Agent, as collateral

security for the full, prompt and complete payment and performance when due

(whether at stated maturity, by acceleration or otherwise) of the Secured

Obligations of the undersigned, hereby collaterally assigns, conveys,

mortgages, pledges, hypothecates and transfers to the Agent and grants to the

Agent a Lien on and security interest in, all of its right, title and interest

in, to and under the Collateral and expressly assumes all obligations and

liabilities of a Grantor thereunder.




 




The information

set forth in Annex 1–A is hereby added to the information set forth

in Schedules

1 through 6 to the Pledge and Security Agreement.




 




The undersigned

hereby represents and warrants that each of the representations and warranties

contained in Article III of the Pledge and Security Agreement applicable to it

is true and correct on and as the date hereof as if made on and as of such

date.




 




IN WITNESS

WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed

and delivered as of the date first above written.




 




	

   


  	

  [ADDITIONAL GRANTOR]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




A4-1





























 




	

  ACKNOWLEDGED AND AGREED


  	

   


  
	

  as of the date

  of this Joinder Agreement


  	

   


  
	

  first above

  written.


  	

   


  
	

   


  	

   


  
	

  BNP PARIBAS,

  as Agent


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
				





 




A4-2





























 




Annex 5 to




Amended and Restated Pledge and Security

Agreement




 




FORM

OF




COPYRIGHT

SECURITY AGREEMENT




 




COPYRIGHT SECURITY AGREEMENT,  dated as of                   , 20     

, by Euramax International, Inc. and each of the other entities listed

on the signature pages hereof or which becomes a party hereto pursuant to Section

7.10 of

the Security Agreement referred to below (each a “Grantor” and, collectively,

the “Grantors”),

in favor of BNP Paribas (“BNP Paribas”), as agent for the Secured

Parties (as defined in the Credit Agreement referred to below) (in such

capacity, the “Agent”).




 




W I T N E S S E T H:




 




WHEREAS, pursuant

to the Second Amended and Restated Credit Agreement, dated as of the date

hereof (as the same may be amended, restated, supplemented or otherwise

modified from time to time, the “Credit Agreement”), among the Grantors and

the other Loan Parties party thereto and the Agent, the Lenders, the Swing Loan

Lender and Issuers party thereto and, the Lenders, the Swing Loan Lender and

the Issuers have severally agreed to make extensions of credit to the Borrowers

upon the terms and subject to the conditions set forth therein; and




 




WHEREAS, each

Grantor is party to a Guaranty pursuant to which it has guaranteed the

Obligations; and




 




WHEREAS, all the

Grantors are party to an Amended and Restated Pledge and Security Agreement of

even date herewith in favor of the Agent (the “Security Agreement”)

pursuant to which the Grantors are required to execute and deliver this

Copyright Security Agreement;




 




NOW, THEREFORE, in

consideration of the premises and to induce the Lenders, the Swing Loan Lender,

the Issuers and the Agent to enter into the Credit Agreement and to induce the

Lenders, the Swing Loan Lender and the Issuers to make their respective

extensions of credit to the Borrowers thereunder, each Grantor hereby agrees

with the Agent as follows:




 




SECTION 1. Defined

Terms.  Unless otherwise defined herein, terms

defined in the Credit Agreement or in the Security Agreement and used herein

have the meaning given to them in the Credit Agreement or the Security

Agreement.




 




SECTION 2. Grant of

Security Interest in Copyright Collateral.  Each Grantor, as

collateral security for the full, prompt and complete payment and performance

when due (whether at stated maturity, by acceleration or otherwise) of the

Secured Obligations of such Grantor, hereby collaterally assigns, conveys,

mortgages, pledges, hypothecates and transfers to the Agent for the benefit of

the Secured Parties, and grants to the Agent for the benefit of the Secured

Parties a Lien on and security interest in, all of its right, title and

interest in, to and under the following Collateral of such Grantor (the “Copyright

Collateral”):




 




(a)   all of its Copyrights and Copyright Licenses

to which it is a party, in each case, that are filed with the United States

Copyright Office, including those listed on Schedule I hereto;




 




(b)   all renewals, reissues, continuations or

extensions of the foregoing; and




 




A5-1





























 




(c)   all Proceeds of the foregoing, including,

without limitation, any claim by Grantor against third parties for past,

present or future infringement of any such Copyright or Copyright licensed

under any such Copyright License.




 




SECTION 3. Security

Agreement.  The security interest granted pursuant to

this Copyright Security Agreement is granted in conjunction with the security

interest granted to the Agent pursuant to the Security Agreement and each

Grantor hereby acknowledges and affirms that the rights and remedies of the

Agent with respect to the security interest in the Copyright Collateral made

and granted hereby are more fully set forth in the Security Agreement, the

terms and provisions of which are incorporated by reference herein as if fully

set forth herein.




 




[signature page follows]




 




A5-2





























 




IN WITNESS

WHEREOF, each Grantor has caused this Copyright Security Agreement to be

executed and delivered by its duly authorized offer as of the date first  set forth above.




 




 




 




	

   


  	

  Very truly yours,


  
	

   


  	

   


  
	

   


  	

  [GRANTORS]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

  Accepted and

  Agreed:


  	

   


  
	

   


  	

   


  
	

  BNP PARIBAS, as

  Agent


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  
						





 




A5-3





























 




ACKNOWLEDGEMENT

OF GRANTOR




 




STATE OF                                )




                                                   )    ss.




COUNTY OF                            )




 




On this       day of                      ,       

before me personally appeared                                     , proved to me on the basis of

satisfactory evidence to be the person who executed the foregoing instrument on

behalf of                    , who being

by me duly sworn did depose and say that he is an authorized officer of said

corporation, that the said instrument was signed on behalf of said corporation

as authorized by its Board of Directors and that he acknowledged said

instrument to be the free act and deed of said corporation.




 




 








	

  Notary

  Public


  










 




A5-4





























 




SCHEDULE I


to


COPYRIGHT SECURITY AGREEMENT


COPYRIGHT REGISTRATIONS




 




A.        REGISTERED

U.S. COPYRIGHTS




Including Copyright Reg. No. and Date




 




B.        U.S. COPYRIGHT

APPLICATIONS




 




C.        U.S. COPYRIGHT LICENSES




 




Including Name of

Agreement, Parties and Date of Agreement




 




A5-5





























 




Annex 6

to




Amended

and Restated Pledge and Security Agreement




 




FORM

OF PATENT SECURITY AGREEMENT




 




PATENT SECURITY AGREEMENT,  dated as of                       , 20     

, by Euramax International, Inc. and each of the other Loan Parties

listed on the signature pages hereof or which becomes a party hereto pursuant

to Section

7.10 of

the Security Agreement referred to below (each a “Grantor” and, collectively,

the “Grantors”),

in favor of BNP Paribas (“BNP Paribas”), as agent for the Secured

Parties (as defined in the Credit Agreement referred to below) (in such

capacity, the “Agent”).




 




W I T N E S S E T H:




 




WHEREAS, pursuant

to the Second Amended and Restated Credit Agreement, dated as of the date

hereof (as the same may be amended, restated, supplemented or otherwise

modified from time to time, the “Credit Agreement”), among the Grantors and

the other Loan Parties party thereto and the Agent, the Lenders, the Swing Loan

Lender and Issuers party thereto and the Agent, the Lenders, the Swing Loan

Lender and the Issuers have severally agreed to make extensions of credit to

the Borrowers upon the terms and subject to the conditions set forth therein;

and




 




WHEREAS, each

Grantor is party to a Guaranty pursuant to which it has guaranteed the

Obligations; and




 




WHEREAS, all the

Grantors are party to an Amended and Restated Pledge and Security Agreement of even

date herewith in favor of the Agent (the “Security Agreement”) pursuant to which the

Grantors are required to execute and deliver this Patent Security Agreement;




 




NOW, THEREFORE, in

consideration of the premises and to induce the Lenders, the Swing Loan Lender,

the Issuers and the Agent to enter into the Credit Agreement and to induce the

Lenders, the Swing Loan Lender and the Issuers to make their respective

extensions of credit to the Borrowers thereunder, each Grantor hereby agrees

with the Agent as follows:




 




SECTION 1. Defined

Terms.  Unless otherwise

defined herein, terms defined in the Credit Agreement or in the Security

Agreement and used herein have the meaning given to them in the Credit

Agreement or the Security Agreement.




 




SECTION 2. Grant of

Security Interest in Patent Collateral.  Each Grantor, as collateral security for the

full, prompt and complete payment and performance when due (whether at stated

maturity, by acceleration or otherwise) of the Secured Obligations of such

Grantor, hereby collaterally assigns, conveys, mortgages, pledges, hypothecates

and transfers to the Agent for the benefit of the Secured Parties, and grants

to the Agent for the benefit of the Secured Parties a Lien on and security

interest in, all of its right, title and interest in, to and under the

following Collateral of such Grantor (the “Patent Collateral”):




 




(a)   all of its Patents and Patent Licenses to

which it is a party, in each case, that are filed with the United States Patent

and Trademark Office, including those listed on Schedule I hereto;




 




(b)   all renewals, reissues, continuations or

extensions of the foregoing; and




 




A6-1





























 




(c)   all Proceeds of the foregoing, including any

claim by Grantor against third parties for past, present or future infringement

of any such Patent or any Patent licensed under any such Patent License.




 




SECTION 3. Security

Agreement.  The security interest granted pursuant to

this Patent Security Agreement is granted in conjunction with the security

interest granted to the Agent pursuant to the Security Agreement and each

Grantor hereby acknowledges and affirms that the rights and remedies of the

Agent with respect to the security interest in the Patent Collateral made and

granted hereby are more fully set forth in the Security Agreement, the terms

and provisions of which are incorporated by reference herein as if fully set

forth herein.




[signature page follows]




 




A6-2





























 




IN WITNESS

WHEREOF, each Grantor has caused this Patent Security Agreement to be executed

and delivered by its duly authorized offer as of the date first  set forth above.




 




	

   


  	

  Very truly yours,


  
	

   


  	

   


  
	

   


  	

  [GRANTORS]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

  Accepted and

  Agreed:


  	

   


  
	

   


  	

   


  
	

  BNP PARIBAS, as

  Agent


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
					





 




A6-3





























 




ACKNOWLEDGEMENT OF GRANTOR




 




STATE OF                                )




                                                   )    ss.




COUNTY OF                            )




 




On this        day of                         ,         

before me personally appeared                               , proved to me on the basis of

satisfactory evidence to be the person who executed the foregoing instrument on

behalf of                     , who

being by me duly sworn did depose and say that he is an authorized officer of

said corporation, that the said instrument was signed on behalf of said

corporation as authorized by its Board of Directors and that he acknowledged

said instrument to be the free act and deed of said corporation.




 




____________________________




Notary Public




 




A6-4





























 




SCHEDULE I


to


PATENT SECURITY AGREEMENT


PATENT REGISTRATIONS




 




A.        REGISTERED U.S. PATENTS




Including Patent Reg. No. and Date




 




B.        U.S. PATENT APPLICATIONS




 




B.        U.S. PATENT LICENSES




 




Including Name of Agreement, Parties and Date of Agreement




 




A6-5





























 




Annex 7

to




Amended

and Restated Pledge and Security Agreement




 




FORM

OF




TRADEMARK

SECURITY AGREEMENT




 




TRADEMARK SECURITY AGREEMENT,  dated as of                           , 20      , by Euramax International, Inc. and each of the other Loan

Parties listed on the signature pages hereof or which becomes a party hereto

pursuant to Section

7.10 of

the Security Agreement referred to below (each a “Grantor” and, collectively,

the “Grantors”),

in favor of BNP Paribas (“BNP Paribas”), as agent for the Secured

Parties (as defined in the Credit Agreement referred to below) (in such

capacity, the “Agent”).




 




W I T N E S S E T H:




 




WHEREAS, pursuant

to the Second Amended and Restated Credit Agreement, dated as of March 15, 2002

(as the same may be amended, restated, supplemented or otherwise modified from

time to time, the “Credit Agreement”), among the Grantors and

the other Loan Parties party thereto, the Lenders, the Swing Loan Lender and

Issuers party thereto and the Agent, the Lenders, the Swing Loan Lender and

Issuers, the Lenders, the Swing Loan Lender and the Issuers have severally

agreed to make extensions of credit to the Borrowers upon the terms and subject

to the conditions set forth therein; and




 




WHEREAS, each

Grantor is party to a Guaranty pursuant to which it has guaranteed the Obligations;

and




 




WHEREAS, all the

Grantors are party to an Amended and Restated Pledge and Security Agreement of

even date herewith in favor of the Agent (the “Security Agreement”)

pursuant to which the Grantors are required to execute and deliver this

Trademark Security Agreement;




 




NOW, THEREFORE, in

consideration of the premises and to induce the Lenders, the Swing Loan Lender,

the Issuers and the Agent to enter into the Credit Agreement and to induce the

Lenders, the Swing Loan Lender and the Issuers to make their respective

extensions of credit to the Borrowers thereunder, each Grantor hereby agrees

with the Agent as follows:




 




SECTION 1. Defined

Terms.  Unless otherwise

defined herein, terms defined in the Credit Agreement or in the Security

Agreement and used herein have the meaning given to them in the Credit

Agreement or the Security Agreement.




 




SECTION 2. Grant of

Security Interest in Trademark Collateral. 

Each Grantor, as collateral security for the full, prompt and complete

payment and performance when due (whether at stated maturity, by acceleration

or otherwise) of the Secured Obligations of such Grantor, hereby collaterally

assigns, conveys, mortgages, pledges, hypothecates and transfers to the Agent

for the benefit of the Secured Parties, and grants to the Agent for the benefit

of the Secured Parties a Lien on and security interest in, all of its right,

title and interest in, to and under the following Collateral of such Grantor

(the “Trademark

Collateral”):




 




(a)   all of its Trademarks and Trademark Licenses

to which it is a party, in each case, that are filed with the United States

Patent and Trademark Office, including those listed on Schedule I hereto;




 




(b)   all renewals, reissues, continuations or

extensions of the foregoing;




 




A7-1





























 




(c)   all goodwill of the business connected with

the use of, and symbolized by, each such Trademark; and




 




(d)   all Proceeds of the foregoing, including any

claim by Grantor against third parties for past, present, future (i) infringement

or dilution of any such Trademark or Trademark licensed under any such

Trademark License or (ii) injury to the goodwill associated with any such

Trademark.




 




SECTION 3. Security

Agreement.  The security interest granted pursuant to

this Trademark Security Agreement is granted in conjunction with the security

interest granted to the Agent pursuant to the Security Agreement and each

Grantor hereby acknowledges and affirms that the rights and remedies of the

Agent with respect to the security interest in the Trademark Collateral made

and granted hereby are more fully set forth in the Security Agreement, the

terms and provisions of which are incorporated by reference herein as if fully

set forth herein.




 




[signature page follows]




 




A7-2





























 




IN WITNESS

WHEREOF, each Grantor has caused this Trademark Security Agreement to be

executed and delivered by its duly authorized offer as of the date first set

forth above.




 




	

   


  	

  Very truly yours,


  	

   


  
	

   


  	

   


  
	

   


  	

  [GRANTORS]


  	

   


  
	

   


  
	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

  Accepted and

  Agreed:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  BNP PARIBAS, as

  Agent


  	

   


  	

   


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
									





 




A7-3





























 




ACKNOWLEDGEMENT

OF GRANTOR




 




STATE OF                                )




                                                   )    ss.




COUNTY OF                            )




 




On this      day of                         ,            before me personally appeared                                    , proved to me on the basis of

satisfactory evidence to be the person who executed the foregoing instrument on

behalf of                          , who

being by me duly sworn did depose and say that he is an authorized officer of

said corporation, that the said instrument was signed on behalf of said

corporation as authorized by its Board of Directors and that he acknowledged

said instrument to be the free act and deed of said corporation.




 




____________________________




Notary Public




 




A7-4





























 




SCHEDULE I


to


TRADEMARK SECURITY AGREEMENT


TRADEMARK REGISTRATIONS




 




A.        REGISTERED U.S.

TRADEMARKS




Including Mark Reg. No.

and Date




 




B.        U.S. TRADEMARK

APPLICATIONS




 




C.        U.S. TRADEMARK LICENSES




 




Including Name of

Agreement, Parties and Date of Agreement




 




A7-5