Exhibit
4.3


 


EXECUTION COPY


 


 


 


 


GUARANTEE AND
COLLATERAL AGREEMENT


 


 


made by


 


 


CDRV HOLDINGS,
INC.,


 


CDRV ACQUISITION
CORPORATION

(The Rights and Obligations of which Hereunder are to be Assumed by

VWR INTERNATIONAL, INC.),


 


 


and certain of its
Subsidiaries


 


 


in favor of


 


 


DEUTSCHE BANK AG,
NEW YORK BRANCH,

as Administrative Agent


 


 


Dated as of April
7, 2004


 


 


 












 


TABLE OF CONTENTS


 


	
  SECTION
  1 DEFINED TERMS

  	
   

  
	
  1.1 Definitions

  	
   

  
	
  1.2 Other
  Definitional Provisions

  	
   

  
	
   

  	
   

  
	
  SECTION 2 GUARANTEE

  	
   

  
	
  2.1 Guarantee

  	
   

  
	
  2.2 Right of
  Contribution

  	
   

  
	
  2.3 No Subrogation

  	
   

  
	
  2.4
  Amendments, etc. with respect to the Obligations

  	
   

  
	
  2.5 Guarantee
  Absolute and Unconditional

  	
   

  
	
  2.6 Reinstatement

  	
   

  
	
  2.7 Payments

  	
   

  
	
   

  	
   

  
	
  SECTION
  3 GRANT OF SECURITY INTEREST

  	
   

  
	
  3.1 Grant

  	
   

  
	
  3.2 Pledged
  Collateral

  	
   

  
	
  3.3 Certain
  Exceptions

  	
   

  
	
   

  	
   

  
	
  SECTION
  4 REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  4.1
  Representations and Warranties of Each Guarantor

  	
   

  
	
  4.2
  Representations and Warranties of Each Grantor

  	
   

  
	
  4.3
  Representations and Warranties of Each Pledgor

  	
   

  
	
   

  	
   

  
	
  SECTION 5 COVENANTS

  	
   

  
	
  5.1 Covenants
  of Each Guarantor

  	
   

  
	
  5.2 Covenants of
  Each Grantor

  	
   

  
	
  5.3 Covenants of
  Each Pledgor

  	
   

  
	
  5.4 Covenants of
  Holding

  	
   

  
	
   

  	
   

  
	
  SECTION 6
  REMEDIAL PROVISIONS

  	
   

  
	
  6.1
  Certain Matters Relating to Accounts

  	
   

  
	
  6.2
  Communications with Obligors; Grantors Remain Liable

  	
   

  
	
  6.3 Pledged Stock

  	
   

  
	
  6.4 Proceeds to be
  Turned Over To Administrative Agent

  	
   

  
	
  6.5 Application
  of Proceeds

  	
   

  
	
  6.6 Code and Other
  Remedies

  	
   

  
	
  6.7 Registration
  Rights

  	
   

  
	
  6.8 Waiver; Deficiency

  	
   

  
	
   

  	
   

  
	
  SECTION
  7 THE ADMINISTRATIVE AGENT

  	
   

  
	
  7.1
  Administrative Agent’s Appointment as Attorney-in-Fact, etc.

  	
   

  
	
  7.2 Duty of
  Administrative Agent

  	
   

  
	
  7.3
  Execution of Financing Statements

  	
   

  



 


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  7.4 Authority of Administrative Agent

  	
   

  
	
  7.5 Right of
  Inspection

  	
   

  
	
   

  	
   

  
	
  SECTION
  8 NON-LENDER SECURED PARTIES

  	
   

  
	
  8.1 Rights to
  Collateral

  	
   

  
	
  8.2 Appointment of
  Agent

  	
   

  
	
  8.3 Waiver of Claims

  	
   

  
	
   

  	
   

  
	
  SECTION 9
  MISCELLANEOUS

  	
   

  
	
  9.1 Amendments in
  Writing

  	
   

  
	
  9.2 Notices

  	
   

  
	
  9.3 No Waiver by
  Course of Conduct; Cumulative Remedies

  	
   

  
	
  9.4 Enforcement
  Expenses; Indemnification

  	
   

  
	
  9.5 Successors and
  Assigns

  	
   

  
	
  9.6 Set-Off

  	
   

  
	
  9.7 Counterparts

  	
   

  
	
  9.8 Severability

  	
   

  
	
  9.9 Section Headings

  	
   

  
	
  9.10 Integration

  	
   

  
	
  9.11 GOVERNING LAW

  	
   

  
	
  9.12
  Submission To Jurisdiction; Waivers

  	
   

  
	
  9.13 Acknowledgments

  	
   

  
	
  9.14 WAIVER OF JURY
  TRIAL

  	
   

  
	
  9.15
  Additional Granting Parties

  	
   

  
	
  9.16 Releases

  	
   

  
	
  9.17 Judgment

  	
   

  



 


	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Notice Addresses of
  Guarantors

  	
   

  
	
  2

  	
   

  	
  Pledged Securities

  	
   

  
	
  3

  	
   

  	
  Perfection Matters

  	
   

  
	
  4

  	
   

  	
  Location of Jurisdiction
  of Organization

  	
   

  
	
  5

  	
   

  	
  Intellectual Property

  	
   

  
	
  6

  	
   

  	
  Contracts

  	
   

  
	
  7

  	
   

  	
  Commercial Tort Claims

  	
   

  
	
  8

  	
   

  	
  Deposit Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ANNEXES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Acknowledgement and
  Consent of Issuers who are not Granting Parties

  	
   

  
	
  2

  	
   

  	
  Assumption Agreement

  	
   

  
	
  3

  	
   

  	
  Deposit Account Control
  Agreement

  	
   

  



 


ii

















 


GUARANTEE AND
COLLATERAL AGREEMENT


 


GUARANTEE AND COLLATERAL
AGREEMENT, dated as of April 7, 2004, made by CDRV Holdings, Inc., a Delaware
corporation (“Holding”), CDRV Acquisition Corporation, a Delaware
corporation (“Acquisition Corp.” and, together with any assignee of, or
successor by merger to, Acquisition Corp.’s rights and obligations hereunder as
provided herein, the “Parent Borrower”), the Foreign Subsidiary
Borrowers from time to time parties thereto (the “Foreign Subsidiary
Borrowers”), and certain other Subsidiaries of the Parent Borrower that are
signatories hereto, in favor of Deutsche Bank AG, New York Branch, as
administrative agent (in such capacity, the “Administrative Agent”) for
the banks and other financial institutions (collectively, the “Lenders”;
individually, a “Lender”) from time to time parties to the Credit
Agreement, dated as of April 7, 2004 (as amended, amended and restated, waived,
supplemented or otherwise modified from time to time, together with any
agreement extending the maturity of, or restructuring, refunding, refinancing
or increasing the Indebtedness under such agreement or successor agreements,
the “Credit Agreement”), among the Parent Borrower, the Foreign
Subsidiary Borrowers, the Administrative Agent, Citicorp North America, Inc.,
as syndication agent, and Bank of America, N.A., BNP Paribas and Barclays Bank
PLC, as documentation agents.


 


W I T N E S S E T
H:


 


WHEREAS, the Parent
Borrower is a member of an affiliated group of companies that includes Holding,
the Parent Borrower’s Domestic Subsidiaries that are party hereto and any other
Subsidiary of the Parent Borrower (other than any Receivables Subsidiary) that
becomes a party hereto from time to time after the date hereof (the Borrowers,
Holding and such Subsidiaries, collectively, the “Granting Parties”);


 


WHEREAS, pursuant to the
Credit Agreement, the Lenders have severally agreed to make extensions of
credit to the Borrowers upon the terms and subject to the conditions set forth
therein;


 


WHEREAS, the proceeds of
the extensions of credit under the Credit Agreement will be used in part to
enable the Borrowers to make valuable transfers to one or more of the other
Granting Parties in connection with the operation of their respective
businesses;


 


WHEREAS, the Borrowers
and the other Granting Parties are engaged in related businesses, and each such
Granting Party will derive substantial direct and indirect benefit from the
making of the extensions of credit under the Credit Agreement; and


 


WHEREAS, it is a
condition to the obligation of the Lenders to make their respective extensions
of credit under the Credit Agreement that the Granting Parties shall execute
and deliver this Agreement to the Administrative Agent for the benefit of the
Secured Parties.


 


NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrowers thereunder, each Granting


 












 


Party hereby agrees with the Administrative Agent, for
the ratable benefit of the Secured Parties (as defined below), as follows:


 


SECTION 1  DEFINED
TERMS


 


1.1 Definitions.  (a) Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement, and the
following terms that are defined in the Code (as in effect on the date hereof) are
used herein as so defined: Chattel Paper, Documents, Electronic Chattel Paper,
Equipment, Farm Products and Fixtures.


 


(b)          
The following terms shall have the following meanings:


 


“Accounts”:  all accounts (as defined in
the Code) of each Grantor, including, without limitation, all Accounts (as
defined in the Credit Agreement) and Accounts Receivable of such Grantor, but
in any event excluding all Accounts that have been sold or otherwise
transferred (and not transferred back to a Grantor) in connection with a
Permitted Receivables Transaction.


 


“Accounts Receivable”:  any right to
payment for goods sold or leased or for services rendered which is not
evidenced by an instrument (as defined in the Code) or Chattel Paper.


 


“Adjusted Net Worth”:  of any Guarantor at
any time, shall mean the greater of (x) $0 and (y) the amount by which the fair
saleable value of such Guarantor’s assets on the date of the respective payment
hereunder exceeds its debts and other liabilities (including contingent
liabilities, but without giving effect to any of its obligations under this
Agreement or any other Loan Document, or pursuant to its guarantee with respect
to any Indebtedness then outstanding pursuant to clauses (b) and (c) of
subsection 8.2 of the Credit Agreement) on such date.


 


“Administrative Agent”:  as defined in the
Preamble hereto.


 


“Agreement”:  this Guarantee and
Collateral Agreement, as the same may be amended, restated, supplemented,
waived or otherwise modified from time to time.


 


“Bankruptcy Case”:  (i) Holding or any of
its Subsidiaries commencing any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, conservatorship or relief of debtors,
seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or
any substantial part of its assets, or Holding or any of its Subsidiaries
making a general assignment for the benefit of its creditors; or (ii) there
being commenced against Holding or any of its Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results
in the entry of an


 


 


2

















 


order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period
of 60 days.


 


“Borrower Obligations”: with respect to any
Borrower, the collective reference to: all obligations and liabilities of such Borrower
in respect of the unpaid principal of and interest on (including, without
limitation, interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to such Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) the Loans, the
Reimbursement Obligations, and all other obligations and liabilities of such
Borrower to the Secured Parties, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Credit Agreement, the
Loans, the Letters of Credit, the other Loan Documents, any Interest Rate
Protection Agreement or Permitted Hedging Arrangement entered into with any
Person who was at the time of entry into such agreement a Lender or an
affiliate of any Lender, any Guarantee Obligation of Holding or any of its
Subsidiaries referred to in subsections 8.4(b) of the Credit Agreement as to
which any Secured Party is a beneficiary, the provision of cash management
services by any Lender or an Affiliate thereof to the Parent Borrower or any
Subsidiary thereof, or any other document made, delivered or given in
connection therewith, in each case whether on account of principal, interest,
reimbursement obligations, amounts payable in connection with the provision of
such cash management services or a termination of any transaction entered into
pursuant to any such Interest Rate Protection Agreement or Permitted Hedging
Arrangement, fees, indemnities, costs, expenses or otherwise (including,
without limitation, all reasonable fees, expenses and disbursements of counsel
to the Administrative Agent or any other Secured Party that are required to be
paid by such Borrower pursuant to the terms of the Credit Agreement or any
other Loan Document).


 


“Code”:  the Uniform Commercial Code as
from time to time in effect in the State of New York.


 


“Collateral”:  as defined in Section 3; provided
that, for purposes of subsection 6.5, Section 8 and subsection 9.16(d),
“Collateral” shall have the meaning assigned to such term in the Credit
Agreement.


 


“Collateral Account Bank”:  Deutsche Bank
AG, New York Branch or an Affiliate thereof or another bank which at all times
is a Lender as selected by the relevant Grantor and consented to in writing by
the Administrative Agent (such consent not to be unreasonably withheld or
delayed).


 


“Collateral Proceeds Account”:  shall mean
a non-interest bearing cash collateral account established and maintained by
the relevant Grantor at an office of the Collateral Account Bank in the name,
and in the sole dominion and control of, the Administrative Agent for the
benefit of the Secured Parties.


 


 


3

















 


“Commercial Tort Claims”: means “commercial
tort claims” as such term is defined in the Code as in effect on the date
hereof.


 


“Commitments”: the collective reference to (i)
the Revolving Credit Commitments, (ii) the Swing Line Commitment and (iii) the
obligation of the Issuing Lenders to issue Letters of Credit to the Parent
Borrower pursuant to subsection 3.1 of the Credit Agreement.


 


“Contracts”:  with respect to any Grantor,
all contracts, agreements, instruments and indentures in any form and portions
thereof (except for contracts listed on Schedule 6 hereto), to which
such Grantor is a party or under which such Grantor or any property of such
Grantor is subject, as the same may from time to time be amended, supplemented,
waived or otherwise modified, including, without limitation, (i) all rights of
such Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of such Grantor to damages arising
thereunder and (iii) all rights of such Grantor to perform and to exercise all
remedies thereunder.


 


“Copyright Licenses”:  with respect to any
Grantor, all United States written license agreements of such Grantor providing
for the grant by or to such Grantor of any right to use any Copyright of such
Grantor, other than agreements with any Person who is an Affiliate or a
Subsidiary of the Parent Borrower or such Grantor, including, without limitation,
any license agreements listed on Schedule 5 hereto, subject, in each
case, to the terms of such license agreements, and the right to prepare for
sale, sell and advertise for sale, all Inventory now or hereafter covered by
such licenses.


 


“Copyrights”:  with respect to any
Grantor, all of such Grantor’s right, title and interest in and to all United
States copyrights, whether or not the underlying works of authorship have been
published or registered, United States copyright registrations and copyright
applications, including, without limitation, any copyright registrations and
copyright applications listed on Schedule 5 hereto, and (i) all renewals
thereof, (ii) all income, royalties, damages and payments now and hereafter due
and/or payable with respect thereto, including, without limitation, payments
under all licenses entered into in connection therewith, and damages and
payments for past or future infringements thereof and (iii) the right to sue or
otherwise recover for past, present and future infringements and
misappropriations thereof.


 


“Credit Agreement”:  has the meaning
provided in the Preamble hereto.


 


“Deposit Accounts”:  with respect to any
Grantor, all deposit accounts (as defined by the Code) of such Grantor.


 


“Downgrade Event”: there occurs a downgrading
in the credit rating assigned by either S&P or Moody’s to the Indebtedness
of the Parent Borrower incurred pursuant to the Credit Agreement (including,
without limitation, any Reimbursement Obligations).


 


“General Fund Account”: the general fund
account of the relevant Grantor established at the same office of the
Collateral Account Bank as the Collateral Proceeds Account.


 


 


4

















 


“General Intangibles”: all “general
intangibles”, as that term is defined in Section 9-102(a)(42) of the Uniform
Commercial Code in effect in the State of New York on the date hereof.


 


“Granting Parties”:  as defined in the
recitals hereto.


 


“Grantor”:  the Borrowers and each
Domestic Subsidiary of the Parent Borrower that from time to time is a party
hereto (it being understood that no Receivables Subsidiary or Subsidiary of a
Foreign Subsidiary (other than a Foreign Subsidiary Borrower) shall be required
to be or become a party hereto).


 


“Guarantor Obligations”:  with respect to
any Guarantor, the collective reference to (i) the Obligations guaranteed by
such Guarantor pursuant to Section 2 and (ii) all obligations and liabilities
of such Guarantor that may arise under or in connection with this Agreement or
any other Loan Document to which such Guarantor is a party, in each case
whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent, to the Other
Representatives or to the Lenders that are required to be paid by such
Guarantor pursuant to the terms of this Agreement or any other Loan Document).


 


“Guarantors”:  the collective reference to
each Granting Party other than any Foreign Subsidiary and any Foreign
Subsidiary Holdco.


 


“Holding”:  has the meaning provided in
the Preamble hereto.


 


“Instruments”:  has the meaning specified
in the Code, but excluding the Pledged Securities.


 


“Intellectual Property”:  with respect to
any Grantor, the collective reference to such Grantor’s Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trade Secrets, Trademarks and Trademark
Licenses.


 


“Intercompany Note”:  with respect to any
Grantor, any promissory note in a principal amount in excess of $3,000,000
evidencing loans made by such Grantor to Holding or any of its Subsidiaries.


 


“Inventory”:  with respect to any Grantor,
all inventory (as defined in the Code) of such Grantor, including, without
limitation, all Inventory (as defined in the Credit Agreement) of such Grantor.


 


“Investment Property”:  the collective
reference to (i) all “investment property” as such term is defined in Section
9-102(a)(49) of the Uniform Commercial Code in effect in the State of New York
on the date hereof (other than any Capital Stock of any Foreign Subsidiary
excluded from the definition of “Pledged Stock”) and (ii) whether or not
constituting “investment property” as so defined, all Pledged Securities.


 


 


5

















 


“Issuers”:  the collective reference to
the Persons identified on Schedule 2 as the issuers of Pledged Stock,
together with any successors to such companies (including, without limitation,
any successors contemplated by subsection 8.5 of the Credit Agreement).


 


“Management Loans”: Indebtedness (including any
extension, renewal or refinancing thereof) to the extent such Indebtedness is
entitled to the benefit of Guarantee Obligations provided for in Section 8.4(b)
of the Credit Agreement.


 


“Non-Lender Secured Parties”:  the
collective reference to any person who, at the time of entering into any
Interest Rate Protection Agreement, Permitted Hedging Arrangement or Management
Loan secured hereby, was a Lender or an affiliate of any Lender and their
respective successors and assigns.


 


“Obligations”:  (i) in the case of each
Borrower, its Borrower Obligations and (ii) in the case of each Guarantor, the
Guarantor Obligations of such Guarantor.


 


“Parent Borrower”:  as defined in the
Preamble hereto.


 


“Patent Licenses”:  with respect to any
Grantor, all United States written license agreements of such Grantor with any
other Person that is not an Affiliate or a Subsidiary of the Parent Borrower or
such Grantor, in connection with any of the Patents of such Grantor or such
other Person’s patents, whether such Grantor is a licensor or a licensee under
any such agreement, including, without limitation, the license agreements
listed on Schedule 5 hereto, subject, in each case, to the terms of such
license agreements, and the right to prepare for sale, sell and advertise for
sale, all Inventory now or hereafter covered by such licenses.


 


“Patents”:  with respect to any Grantor,
all of such Grantor’s right, title and interest in and to all United States
patents, patent applications and patentable inventions and all reissues and
extensions thereof, including, without limitation, all patents and patent
applications identified in Schedule 5 hereto, and including, without
limitation, (i) all inventions and improvements described and claimed therein,
(ii) the right to sue or otherwise recover for any and all past, present and
future infringements and misappropriations thereof, (iii) all income,
royalties, damages and other payments now and hereafter due and/or payable with
respect thereto (including, without limitation, payments under all licenses
entered into in connection therewith, and damages and payments for past,
present or future infringements thereof), and (iv) all other rights
corresponding thereto in the United States and all reissues, divisions,
continuations, continuations-in-part, substitutes, renewals, and extensions
thereof, all improvements thereon, and all other rights of any kind whatsoever
of such Grantor accruing thereunder or pertaining thereto.


 


“Pledged Collateral”:  as to any Pledgor,
the Pledged Securities now owned or at any time hereafter acquired by such
Pledgor, and any Proceeds thereof.


 


“Pledged Notes”: with respect to any Pledgor,
all Intercompany Notes at any time issued to, or held or owned by, such
Pledgor.


 


 


6

















 


“Pledged Securities”:  the collective
reference to the Pledged Notes and the Pledged Stock.


 


“Pledged Stock”:  with respect to any
Pledgor, the shares of Capital Stock listed on Schedule 2 as held by
such Pledgor, together with any other shares of Capital Stock required to be
pledged by such Pledgor pursuant to subsection 7.9 of the Credit Agreement, as
well as any other shares, stock certificates, options or rights of any nature
whatsoever in respect of the Capital Stock of any Person that may be issued or
granted to, or held by, such Pledgor while this Agreement is in effect (provided
that in no event shall there be pledged, nor shall any Pledgor be required to
pledge, directly or indirectly, (i) more than 65% of any series of the
outstanding Capital Stock of any Foreign Subsidiary or (ii) any of the Capital
Stock of a Subsidiary (unless such Subsidiary is a Foreign Subsidiary Borrower)
of a Foreign Subsidiary, pursuant to this Agreement).


 


“Pledgor”:  Holding (with respect to the
Pledged Stock of the Parent Borrower and Small FSHCo, and all other Pledged
Collateral of Holding), the Parent Borrower (with respect to Pledged Stock of
the entities listed on Schedule 2 hereto under the name of the Parent
Borrower and all other Pledged Collateral of the Parent Borrower) and each
other Granting Party (with respect to Pledged Securities held by such Granting
Party and all other Pledged Collateral of such Granting Party).


 


“Proceeds”:  all “proceeds” as such term
is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in
the State of New York on the date hereof and, in any event, Proceeds of Pledged
Securities shall include, without limitation, all dividends or other income from
the Pledged Securities, collections thereon or distributions or payments with
respect thereto.


 


“Restrictive Agreements”: as defined in
subsection 3.3(a).


 


“Secured Parties”:  the collective
reference to (i) the Administrative Agent and each Other Representative, (ii)
the Lenders (including, without limitation, the Issuing Lender and the Swing
Line Lender), (iii) with respect to any Interest Rate Protection Agreement or
Permitted Hedging Arrangement with Holding or any of its Subsidiaries, any
counterparty thereto that, at the time such agreement or arrangement was
entered into, was a Lender or an Affiliate of any Lender, (iv) any Lender or
Affiliate thereof which provides cash management services to the Parent
Borrower or any of its Subsidiaries, (v) with respect to any Management Loans,
any lender thereof that, at the time such Indebtedness was extended (or
agreement to extend such Indebtedness was entered into), was a Lender or an
Affiliate of any Lender and (vi) their respective successors and assigns and
their permitted transferees and endorsees.


 


“Security Collateral”:  with respect to
any Granting Party, means, collectively, the Collateral (if any) and the
Pledged Collateral (if any) of such Granting Party.


 


“Trade Secrets”:  with respect to any Grantor,
all of such Grantor’s right, title and interest in and to all United States
trade secrets, including, without limitation, know-how, processes, formulae,
compositions, designs, and confidential business and technical


 


 


7

















 


information, and all rights of any kind whatsoever
accruing thereunder or pertaining thereto, including, without limitation, (i)
all income, royalties, damages and payments now and hereafter due and/or
payable with respect thereto, including, without limitation, payments under all
licenses, non-disclosure agreements and memoranda of understanding entered into
in connection therewith, and damages and payments for past or future
misappropriations thereof, and (ii) the right to sue or otherwise recover for
past, present or future misappropriations thereof.


 


“Trademark Licenses”:  with respect to any
Grantor, all United States written license agreements of such Grantor with any
other Person who is not an Affiliate or a Subsidiary of the Parent Borrower or
such Grantor in connection with any of the Trademarks of such Grantor or such
other Person’s names or trademarks, whether such Grantor is a licensor or a
licensee under any such agreement, including, without limitation, the license
agreements listed on Schedule 5 hereto, subject, in each case, to the
terms of such license agreements, and the right to prepare for sale, sell and
advertise for sale, all Inventory now or hereafter covered by such licenses.


 


“Trademarks”:  with respect to any Grantor,
all of such Grantor’s right, title and interest in and to all United States
trademarks, service marks, trade names, trade dress or other indicia of trade
origin or business identifiers, trademark and service mark registrations, and
applications for trademark or service mark registrations (except for “intent to
use” applications for trademark or service mark registrations filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment
to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act
has been filed), and any renewals thereof, including, without limitation, each
registration and application identified in Schedule 5 hereto, and
including, without limitation, (i) the right to sue or otherwise recover for
any and all past, present and future infringements or dilutions thereof, (ii)
all income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all
licenses entered into in connection therewith, and damages and payments for
past or future infringements thereof), and (iii) all other rights corresponding
thereto in the United States and all other rights of any kind whatsoever of
such Grantor accruing thereunder or pertaining thereto in the United States,
together in each case with the goodwill of the business connected with the use
of, and symbolized by, each such trademark, service mark, trade name, trade
dress or other indicia of trade origin or business identifiers.


 


“Vehicles”:  all cars, trucks, trailers,
construction and earth moving equipment and other vehicles covered by a
certificate of title law of any state and all tires and other appurtenances to
any of the foregoing.


 


1.2 Other Definitional Provisions. 
(a) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, Schedule and
Annex references are to this Agreement unless otherwise specified.


 


(b)          
The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms.


 


 


8

















 


(c)          
Where the context requires, terms relating to the Collateral, Pledged
Collateral or Security Collateral, or any part thereof, when used in relation
to a Granting Party shall refer to such Granting Party’s Collateral, Pledged
Collateral or Security Collateral or the relevant part thereof.


 


(d)          
All references in this Agreement to any of the property described in the
definition of the term “Collateral” or “Pledged Collateral”, or to any Proceeds
thereof, shall be deemed to be references thereto only to the extent the same
constitute Collateral or Pledged Collateral, respectively.


 


SECTION 2  GUARANTEE


 


2.1 Guarantee.  (a) Each of the Guarantors
hereby, jointly and severally, unconditionally and irrevocably, guarantees to
the Administrative Agent, for the ratable benefit of the Secured Parties, the
prompt and complete payment and performance by each Borrower when due and
payable (whether at the stated maturity, by acceleration or otherwise) of the
Borrower Obligations of such Borrower.


 


(b)          
Anything herein or in any other Loan Document to the contrary notwithstanding,
the maximum liability of each Guarantor hereunder and under the other Loan
Documents shall in no event exceed the amount that can be guaranteed by such
Guarantor under applicable law, including applicable federal and state laws
relating to the insolvency of debtors; provided that, to the maximum
extent permitted under applicable law, it is the intent of the parties hereto
that (x) the amount of the liability of any of the Guarantors or any guarantee
in respect of Indebtedness permitted pursuant to clauses (b) and (c) of
subsection 8.2 of the Credit Agreement shall be reduced before the amount of
the liability of the respective Guarantor is reduced hereunder and (y) the
rights of contribution of each Guarantor provided in following subsection 2.2
be included as an asset of the respective Guarantor in determining the maximum
liability of such Guarantor hereunder.


 


(c)          
Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder
may at any time and from time to time exceed the amount of the liability of
such Guarantor hereunder without impairing the guarantee contained in this
Section 2 or affecting the rights and remedies of the Administrative Agent or
any other Secured Party hereunder.


 


(d)          
The guarantee contained in this Section 2 shall remain in full force and effect
until the earlier to occur of (i) the first date on which all the Loans, any
Reimbursement Obligations, all other Borrower Obligations then due and owing,
and the obligations of each Guarantor under the guarantee contained in this
Section 2 then due and owing shall have been satisfied by payment in full in
cash, no Letter of Credit shall be outstanding and the Commitments shall be
terminated, notwithstanding that from time to time during the term of the
Credit Agreement any of the Borrowers may be free from any Borrower
Obligations, or (ii) as to any Guarantor, the sale or other disposition of all
of the Capital Stock of such Guarantor (to a Person other than Holding, the
Parent Borrower or a Subsidiary of either) as permitted under the Credit
Agreement.


 


 


9

















 


(e)          
No payment made any of the Borrowers, any of the Guarantors, any other guarantor
or any other Person or received or collected by the Administrative Agent or any
other Secured Party from any of the Borrowers, any of the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of any of the Borrower Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment
received or collected from such Guarantor in respect of any of the Borrower
Obligations), remain liable for the Borrower Obligations of each Borrower
guaranteed by it hereunder up to the maximum liability of such Guarantor
hereunder until the earlier to occur of (i) the first date on which all the
Loans, any Reimbursement Obligations, and all other Borrower Obligations then
due and owing, are paid in full in cash, no Letter of Credit shall be
outstanding  (except for Letters of Credit that have been cash
collateralized in a manner satisfactory to the Issuing Lender) and the
Commitments are terminated or (ii) the sale or other disposition of all of the
Capital Stock of such Guarantor (to a Person other than Holding, the Parent
Borrower or a Subsidiary of either) as permitted under the Credit Agreement.


 


2.2 Right of Contribution.  Each
Guarantor hereby agrees that to the extent that a Guarantor shall have paid
more than its proportionate share (based, to the maximum extent permitted by
law, on the respective Adjusted Net Worths of the Guarantors on the date the
respective payment is made) of any payment made hereunder, such Guarantor shall
be entitled to seek and receive contribution from and against any other
Guarantor hereunder that has not paid its proportionate share of such
payment.  Each Guarantor’s right of contribution shall be subject to the
terms and conditions of subsection 2.3.  The provisions of this subsection
2.2 shall in no respect limit the obligations and liabilities of any Guarantor
to the Administrative Agent and the other Secured Parties, and each Guarantor
shall remain liable to the Administrative Agent and the other Secured Parties
for the full amount guaranteed by such Guarantor hereunder.


 


2.3 No Subrogation.  Notwithstanding
any payment made by any Guarantor hereunder or any set-off or application of
funds of any Guarantor by the Administrative Agent or any other Secured Party,
no Guarantor shall be entitled to be subrogated to any of the rights of the
Administrative Agent or any other Secured Party against any of the Borrowers or
any other Guarantor or any collateral security or guarantee or right of offset
held by the Administrative Agent or any other Secured Party for the payment of
any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to
seek any contribution or reimbursement from any of the Borrowers or any other
Guarantor in respect of payments made by such Guarantor hereunder, until all
amounts owing to the Administrative Agent and the other Secured Parties by each
of the Borrowers on account of the Borrower Obligations are paid in full in
cash, no Letter of Credit shall be outstanding and the Commitments are
terminated.  If any amount shall be paid to any Guarantor on account of
such subrogation rights at any time when all of the Borrower Obligations shall
not have been paid in full in cash or any Letter of Credit shall remain
outstanding (and shall not have been cash collateralized in a manner
satisfactory to the Issuing Lender) or any of the Commitments shall remain in
effect, such amount shall be held by such Guarantor in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly indorsed by


 


 


10

















 


such Guarantor to the Administrative Agent, if
required), to be held as collateral security for all of the Borrower
Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or
then or at any time thereafter may be applied against any Borrower Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.


 


2.4 Amendments, etc. with respect to
the Obligations.  To the maximum extent permitted by law, each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by the Administrative Agent or any other Secured Party may be rescinded
by the Administrative Agent or such other Secured Party and any of the Borrower
Obligations continued, and the Borrower Obligations, or the liability of any
other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, waived, modified,
accelerated, compromised, subordinated, waived, surrendered or released by the
Administrative Agent or any other Secured Party, and the Credit Agreement and
the other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, waived, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or the Required Collateral Release Lenders under the Credit Agreement,
or the applicable Lenders(s), as the case may be) may deem advisable from time
to time, and any collateral security, guarantee or right of offset at any time
held by the Administrative Agent or any other Secured Party for the payment of
any of the Borrower Obligations may be sold, exchanged, waived, surrendered or
released.  Neither the Administrative Agent nor any other Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for any of the Borrower Obligations or for the
guarantee contained in this Section 2 or any property subject thereto, except
to the extent required by applicable law.


 


2.5 Guarantee Absolute and Unconditional. 
Each Guarantor waives, to the maximum extent permitted by applicable law, any
and all notice of the creation, renewal, extension or accrual of any of the
Borrower Obligations and notice of or proof of reliance by the Administrative
Agent or any other Secured Party upon the guarantee contained in this Section 2
or acceptance of the guarantee contained in this Section 2; each of the
Borrower Obligations, and any obligation contained therein, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the guarantee contained in this Section 2;
and all dealings between any of the Borrowers and any of the Guarantors, on the
one hand, and the Administrative Agent and the other Secured Parties, on the
other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this Section 2. 
Each Guarantor waives, to the maximum extent permitted by applicable law, diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon any of the Borrowers or any of the other Guarantors with respect to any
of the Borrower Obligations.  Each Guarantor understands and agrees, to
the extent permitted by law, that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of
payment and not of collection.  Each Guarantor hereby waives, to the
maximum extent permitted by applicable law, any and all defenses (other than
any suit for breach of a contractual provision of any of the Loan Documents)
that it may have arising out of or in connection with any and all of the
following:  (a) the validity or enforceability of the Credit Agreement or
any other Loan Document, any of the Borrower Obligations or any other
collateral


 


 


11

















 


security therefor or guarantee or right of offset with
respect thereto at any time or from time to time held by the Administrative
Agent or any other Secured Party, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) that may at any time be
available to or be asserted by any of the Borrowers against the Administrative
Agent or any other Secured Party, (c) any change in the time, place, manner or
place of payment, amendment, or waiver or increase in any of the Obligations,
(d) any exchange, taking, or release of Security Collateral, (e) any change in
the structure or existence of any of the Borrowers, (f) any application of
Security Collateral to any of the Obligations, (g) any law, regulation or order
of any jurisdiction, or any other event, affecting any term of any Obligation
or the rights of the Administrative Agent or any other Secured Party with
respect thereto, including, without limitation: (i) the application of any such
law, regulation, decree or order, including any prior approval, which would
prevent the exchange of any currency (other than Dollars) for Dollars or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars in any legal exchange market in such jurisdiction in accordance with
normal commercial practice, (ii) a declaration of banking moratorium or any
suspension of payments by banks in such jurisdiction or the imposition by such
jurisdiction or any Governmental Authority thereof of any moratorium on, the
required rescheduling or restructuring of, or required approval of payments on,
any indebtedness in such jurisdiction, (iii) any expropriation, confiscation,
nationalization or requisition by such country or any Governmental Authority
that directly or indirectly deprives any Borrower of any assets or their use,
or of the ability to operate its business or a material part thereof, or (iv)
any war (whether or not declared), insurrection, revolution, hostile act, civil
strife or similar events occurring in such jurisdiction which has the same
effect as the events described in clause (i), (ii) or (iii) above (in each of
the cases contemplated in clauses (i) through (iv) above, to the extent
occurring or existing on or at any time after the date of this Agreement), or
(h) any other circumstance whatsoever (other than payment in full in cash of
the Borrower Obligations guaranteed by it hereunder) (with or without notice to
or knowledge of any of the Borrowers or such Guarantor) that constitutes, or
might be construed to constitute, an equitable or legal discharge of any of the
Borrowers for the Borrower Obligations, or of such Guarantor under the
guarantee contained in this Section 2, in bankruptcy or in any other
instance.  When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Guarantor, the Administrative Agent
or any other Secured Party may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have
against any of the Borrowers, any other Guarantor or any other Person or
against any collateral security or guarantee for the Borrower Obligations guaranteed
by such Guarantor hereunder or any right of offset with respect thereto, and
any failure by the Administrative Agent or any other Secured Party to make any
such demand, to pursue such other rights or remedies or to collect any payments
from any of the Borrowers, any other Guarantor or any other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of any of the Borrowers, any other Guarantor or
any other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any obligation or liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any other Secured
Party against any Guarantor.  For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.


 


2.6 Reinstatement.  The guarantee of
any Guarantor contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any


 


 


12

















 


part thereof, of any of the Borrower Obligations
guaranteed by such Guarantor hereunder is rescinded or must otherwise be
restored or returned by the Administrative Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any
Borrower or any Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.


 


2.7 Payments.  Each Guarantor hereby
guarantees that payments hereunder will be paid to the Administrative Agent
without set-off or counterclaim, in Dollars (or in the case of any amount
required to be paid in any other currency pursuant to the requirements of the
Credit Agreement or other agreement relating to the respective Obligations,
such other currency), at the Administrative Agent’s office specified in
subsection 11.2 of the Credit Agreement or such other address as may be
designated in writing by the Administrative Agent to such Guarantor from time
to time in accordance with subsection 11.2 of the Credit Agreement.


 


SECTION 3 
GRANT OF SECURITY INTEREST


 


3.1 Grant.  Each Granting Party that is a
Grantor hereby grants, subject to existing licenses to use the Copyrights,
Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary
course of its business, to the Administrative Agent, for the ratable benefit of
the Secured Parties, a security interest in all of the Collateral of such
Grantor, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations of such Grantor, except as provided in subsection
3.3.  The term “Collateral”, as to any Grantor, means the following
property (wherever located) (or their equivalent in the applicable foreign
country, in the case of Foreign Subsidiary Borrowers) now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest, except as provided
in subsection 3.3:


 


(a)          
all Accounts;


 


(b)          
all Chattel Paper;


 


(c)          
all Contracts;


 


(d)          
all Deposit Accounts;


 


(e)          
all Documents;


 


(f)           
all Equipment (other than Vehicles);


 


(g)          
all General Intangibles;


 


(h)          
all Instruments;


 


(i)           
all Intellectual Property;


 


(j)           
all Inventory;


 


 


13

















 


(k)          
all Investment Property;


 


(l)           
all books and records pertaining to any of the foregoing;


 


(m)         
all Commercial Tort Claims described in Schedule 7 hereto (together with any
Commercial Tort Claims subject to a further writing provided in accordance with
subsection 5.2.12);


 


(n)          
the Collateral Proceeds Account; and


 


(o)          
to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing and all collateral security and guarantees given by any Person
with respect to any of the foregoing;


 


provided that, in the case of each Grantor,
Collateral shall not include any Pledged Collateral, or any property or assets
specifically excluded from Pledged Collateral (including any Capital Stock of
any Foreign Subsidiary in excess of 65% of any series of such stock); and provided,
further, that, for the avoidance of doubt, the security interest granted
herein by any Pledgor that is a Foreign Subsidiary Borrower shall not secure
any Obligations other than the Obligations of such Foreign Subsidiary Borrower.


 


3.2 Pledged Collateral.  Each
Granting Party that is a Pledgor, hereby grants to the Administrative Agent,
for the ratable benefit of the Secured Parties, a security interest in all of
the Pledged Collateral of such Pledgor now owned or at any time hereafter
acquired by such Pledgor, and any Proceeds thereof, as collateral security for
the prompt and complete performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations of such Pledgor, except as
provided in subsection 3.3; provided that, for the avoidance of doubt,
the security interest granted herein by any Grantor that is a Foreign
Subsidiary Borrower shall not secure any Obligations other than the Obligations
of such Foreign Subsidiary Borrower.


 


3.3 Certain Exceptions.  No
security interest is or will be granted pursuant hereto in any right, title or
interest of any Granting Party under or in:


 


(a)          
any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright
Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements
with or issued by Persons other than Holding, a Subsidiary of Holding or an
Affiliate thereof (collectively, “Restrictive Agreements”) that would
otherwise be included in the Security Collateral (and such Restrictive
Agreements shall not be deemed to constitute a part of the Security Collateral)
for so long as, and to the extent that, the granting of such a security
interest pursuant hereto would result in a breach, default or termination of
such Restrictive Agreements (in each case, except to the extent that, pursuant
to the Code or other applicable law, the granting of security interests therein
can be made without resulting in a breach, default or termination of such
Restrictive Agreements);


 


(b)          
any Equipment that would otherwise be included in the Security Collateral (and
such Equipment shall not be deemed to constitute a part of the Security
Collateral) if such Equipment is subject to a Lien permitted by subsection
8.3(h) of the Credit Agreement; or


 


 


14

















 


(c)          
any property that would otherwise be included in the Security Collateral (and
such property shall not be deemed to constitute a part of the Security
Collateral) if such property has been sold or otherwise transferred in
connection with a Permitted Receivables Transaction or a Sale and Leaseback
Transaction permitted under subsection 8.12 of the Credit Agreement, or is
subject to any Liens permitted under subsection 8.3(m) and 8.3(o) of the Credit
Agreement, or constitutes the Proceeds or products of any property that has
been so sold or otherwise transferred; or


 


(d)          
Capital Stock which is specifically excluded from the definition of Pledged
Stock by virtue of the proviso contained in the parenthetical to such
definition.


 


SECTION 4 
REPRESENTATIONS AND WARRANTIES


 


4.1 Representations and
Warranties of Each Guarantor.  To induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to
make their respective extensions of credit to the Borrowers thereunder, each
Guarantor hereby represents and warrants to the Administrative Agent and each
other Secured Party that the representations and warranties set forth in
Section 5 of the Credit Agreement as they relate to such Guarantor or to the
Loan Documents to which such Guarantor is a party, each of which
representations and warranties is hereby incorporated herein by reference, are
true and correct in all material respects, and the Administrative Agent and
each other Secured Party shall be entitled to rely on each of such
representations and warranties as if fully set forth herein; provided
that each reference in each such representation and warranty to the Parent
Borrower’s knowledge shall, for the purposes of this subsection 4.1, be deemed
to be a reference to such Guarantor’s knowledge.


 


4.2 Representations and
Warranties of Each Grantor.  To induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to
make their respective extensions of credit to the Borrowers thereunder, each
Grantor hereby represents and warrants to the Administrative Agent and each
other Secured Party that, in each case after giving effect to the Transactions:


 


4.2.1       
Title; No Other Liens. 
Except for the security interests granted to the Administrative Agent, for the
ratable benefit of the Secured Parties, pursuant to this Agreement and the
other Liens permitted to exist on such Grantor’s Collateral by the Credit
Agreement (including, without limitation, subsection 8.3 thereof), such Grantor
owns each item of such Grantor’s Collateral free and clear of any and all
Liens.  Except as set forth on Schedule 3, no currently effective
financing statement or other similar public notice with respect to all or any
part of such Grantor’s Collateral is on file or of record in any public office,
except such as have been filed in favor of the Administrative Agent, for the
ratable benefit of the Secured Parties, pursuant to this Agreement or as are
permitted by the Credit Agreement (including without limitation subsection 8.3
thereof) or any other Loan Document or for which termination statements will be
delivered on the Closing Date.


 


4.2.2       
Perfected First Priority Liens.  (a) This Agreement is effective to
create, as collateral security for the Obligations of such Grantor, valid and
enforceable Liens on such Grantor’s Security Collateral in favor of the
Administrative Agent, for the benefit of the Secured


 


 


15

















 


Parties, except as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditor’s rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


 


(b)          
Except with regard to (i) Liens (if any) on Specified Assets and (ii) any
rights reserved in favor of the United States government as required by law (if
any), upon the completion of the Filings (provided that the recordations and
assignments specified in clause (iii) in the definition of “Filings” shall be
applicable, for the purposes of this subsection 4.2.2.(b), only in respect to
Liens on Patents and Trademarks) and the delivery to and continuing possession
by the Administrative Agent of all Instruments, Chattel Paper and Documents a
security interest in which is perfected by possession, and the obtaining and maintenance
of “control” (as described in the Code) by the Administrative Agent of all
Deposit Accounts, the Collateral Proceeds Account and Electronic Chattel Paper
a security interest in which is perfected by “control” and, in the case of
Commercial Tort Claims (other than such Commercial Tort Claims listed on
Schedule 7 on the date of this Agreement), the taking of the actions required
by subsection 5.2.12 herein, the Liens created pursuant to this Agreement will
constitute valid Liens on and (to the extent provided herein) perfected
security interests in such Grantor’s Security Collateral in favor of the
Administrative Agent for the benefit of the Secured Parties, and will be prior
to all other Liens of all other Persons other than Permitted Liens, and enforceable
as such as against all other Persons other than Ordinary Course Transferees,
except to the extent that the recording of an assignment or other transfer of
title to the Administrative Agent or the recording of other applicable
documents in the United States Patent and Trademark Office or United States
Copyright Office may be necessary for perfection or enforceability, and except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) or by an implied
covenant of good faith and fair dealing. As used in this subsection 4.2.2(b),
the following terms shall have the following meanings:


 


“Filings”:  the filing or recording of (i)
the Financing Statements as set forth in Schedule 3, (ii) this Agreement
or a notice thereof with respect to Intellectual Property as set forth in Schedule
3, (iii) the recordation of the Mergers, the Name Change and certain
assignments of Patents and Trademarks by the Sellers and their Affiliates with
the United States Patent and Trademark Office and (iv) any filings after the
Closing Date in any other jurisdiction as may be necessary under any
Requirement of Law.


 


“Financing Statements”:  the financing
statements delivered to the Administrative Agent by such Grantor on the Closing
Date for filing in the jurisdictions listed in Schedule 3.


 


“Ordinary Course Transferees”:  (i) with
respect to goods only, buyers in the ordinary course of business and lessees in
the ordinary course of business to the extent provided in Section 9-320(a) and
9-321 of the Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction, (ii) with respect to general intangibles only, licensees in the
ordinary course of business to the extent provided in Section 9-321 of the
Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction and


 


 


16

















 


(iii) any other Person who is entitled to take free of
the Lien pursuant to the Uniform Commercial Code as in effect from time to time
in the relevant jurisdiction.


 


“Permitted Liens”:  Liens permitted
pursuant to the Credit Documents, including without limitation those permitted
to exist pursuant to subsection 8.3 of the Credit Agreement.


 


“Specified Assets”:  the following
property and assets of such Grantor:


 


(1)  Equipment constituting Fixtures;


 


(2)  Patents, Patent Licenses, Trademarks and
Trademark Licenses to the extent that (a) Liens thereon cannot be perfected by
the filing of financing statements under the Uniform Commercial Code or by the
filing and acceptance thereof in the United States Patent and Trademark Office
or (b) such Patents, Patent Licenses, Trademarks and Trademark Licenses are
not, individually or in the aggregate, material to the business of the Parent
Borrower and its Subsidiaries taken as a whole;


 


(3)  Copyrights and Copyright Licenses and Accounts
or receivables arising therefrom to the extent that the Uniform Commercial Code
as in effect from time to time in the relevant jurisdiction is not applicable
to the creation or perfection of Liens thereon;


 


(4)  uncertificated securities;


 


(5)  Collateral for which the perfection of Liens
thereon requires filings in or other actions under the laws of jurisdictions
outside of the United States of America, any State, territory or dependency
thereof or the District of Columbia;


 


(6) Contracts, Accounts or receivables subject to the
Assignment of Claims Act;


 


(7)  goods included in Collateral received by any
Person for “sale or return” within the meaning of Section 2-326 of the Uniform
Commercial Code of the applicable jurisdiction, to the extent of claims of
creditors of such Person; and


 


(8)  Proceeds of Accounts, receivables or
Inventory which do not themselves constitute Collateral or which have not been
transferred to or deposited in the Collateral Proceeds Account (if any).


 


4.2.3       
Jurisdiction of Organization.  On the date hereof, such Grantor’s
jurisdiction of organization is specified on Schedule 4.


 


4.2.4       
Farm Products.  None of such Grantor’s Collateral constitutes, or
is the Proceeds of, Farm Products.


 


 


17

















 


4.2.5       
Accounts Receivable.  The amounts represented by such Grantor to
the Administrative Agent or the other Secured Parties from time to time as
owing by each account debtor or by all account debtors in respect of such Grantor’s
Accounts Receivable constituting Security Collateral will at such time be the
correct amount, in all material respects, actually owing by such account debtor
or debtors thereunder, except to the extent that appropriate reserves therefor
have been established on the books of such Grantor in accordance with
GAAP.  Unless otherwise indicated in writing to the Administrative Agent,
each Account Receivable of such Grantor arises out of a bona fide sale and
delivery of goods or rendition of services by such Grantor.  Such Grantor
has not given any account debtor any deduction in respect of the amount due
under any such Account, except in the ordinary course of business or as such
Grantor may otherwise advise the Administrative Agent in writing.


 


4.2.6       
Patents and Trademarks.  Schedule 5 lists all material
Trademarks and material Patents, in each case, registered in the United States
Patent and Trademark Office and owned by such Grantor in its own name as of the
date hereof, and all material Trademark Licenses and all material Patent
Licenses (including, without limitation, material Trademark Licenses for
registered Trademarks and material Patent Licenses for registered Patents)
owned by such Grantor in its own name as of the date hereof.


 


4.2.7       
Copyrights.  As of the date hereof, such Grantor does not own any
Copyrights registered in the United States Copyright Office or exclusive
Copyright Licenses for registered copyrights which are material to the business
of such Grantor and its Subsidiaries, taken as a whole.


 


4.3 Representations and
Warranties of Each Pledgor.  To induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to
make their respective extensions of credit to the Borrowers thereunder, each
Pledgor hereby represents and warrants to the Administrative Agent and each
other Secured Party that:


 


4.3.1       
Except as provided in subsection 3.3, the shares of Pledged Stock pledged by
such Pledgor hereunder constitute (i) in the case of shares of a Domestic
Subsidiary, all the issued and outstanding shares of all classes of the Capital
Stock of such Domestic Subsidiary owned by such Pledgor (ii) in the case of any
Pledgor that is a Foreign Subsidiary Borrower, all the issued and outstanding
shares of all classes of the Capital Stock of any Subsidiary owned by such
Pledgor and (iii) in the case of any Pledged Stock constituting Capital Stock
of Foreign Subsidiary Holdco or any Foreign Subsidiary not covered by clause
(ii), such percentage (not more than 65%) as is specified on Schedule 2
of all the issued and outstanding shares of all classes of the Capital Stock of
each such Foreign Subsidiary Holdco and each such Foreign Subsidiary owned by
such Pledgor.


 


4.3.2       
All the shares of the Pledged Stock pledged by such Pledgor hereunder have been
duly and validly issued and are fully paid and nonassessable.


 


4.3.3       
Such Pledgor is the record and beneficial owner of, and has good title to, the
Pledged Securities pledged by it hereunder, free of any and all Liens or
options in favor of, or claims of, any other Person, except the security
interest created by this Agreement and Liens arising by operation of law or
permitted by the Credit Agreement.


 


 


18

















 


4.3.4       
Upon delivery to the Administrative Agent of the certificates evidencing the
Pledged Securities held by such Pledgor together with executed undated stock
powers or other instruments of transfer, the security interest created in such
Pledged Securities constituting certificated securities by this Agreement,
assuming the continuing possession of such Pledged Securities by the
Administrative Agent, will constitute a valid, perfected first priority
security interest in such Pledged Securities to the extent provided in and
governed by the Code, enforceable in accordance with its terms against all
creditors of such Pledgor and any Persons purporting to purchase such Pledged
Securities from such Pledgor, except as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


 


4.3.5       
Upon the obtaining and maintenance of “control” (as described in the Code) by
the Administrative Agent of all Pledged Securities that constitute
uncertificated securities, the security interest created by this Agreement in
such Pledged Securities that constitute uncertificated securities, will
constitute a valid, perfected first priority security interest in such Pledged
Securities constituting uncertificated securities, enforceable in accordance with
its terms against all creditors of such Pledgor and any persons purporting to
purchase such Pledged Securities from such Pledgor, to the extent provided in
and governed by the Code, except as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


 


SECTION 5  COVENANTS


 


5.1 Covenants of Each Guarantor. 
Each Guarantor covenants and agrees with the Administrative Agent and the other
Secured Parties that, from and after the date of this Agreement until the
earlier to occur of (i) the date upon which the Loans, any Reimbursement
Obligations, and all other Obligations then due and owing, shall have been paid
in full in cash, no Letter of Credit shall be outstanding (except for Letters
of Credit that have been cash collateralized in a manner satisfactory to the
Issuing Lender) and the Commitments shall have terminated or (ii) as to any
Guarantor, the date upon which all the Capital Stock of such Guarantor shall
have been sold or otherwise disposed of (to a Person other than Holding, the
Parent Borrower or a Subsidiary of either) in accordance with the terms of the
Credit Agreement, such Guarantor shall take, or shall refrain from taking, as
the case may be, each action that is necessary to be taken or not taken, as the
case may be, so that no Default or Event of Default is caused by the failure to
take such action or to refrain from taking such action by such Guarantor or any
of its Subsidiaries.


 


5.2 Covenants of Each Grantor. 
Each Grantor covenants and agrees with the Administrative Agent and the other
Secured Parties that, from and after the date of this Agreement until the
earlier to occur of (i) the date upon which the Loans, any Reimbursement
Obligations and all other Obligations then due and owing shall have been paid
in full in cash, no Letter of Credit shall be outstanding (except for Letters
of Credit that have been cash collateralized in a manner satisfactory to the
Issuing Lender) and the Commitments shall have


 


 


19

















 


terminated or (ii) as to any Grantor, the date upon
which all the Capital Stock of such Grantor shall have been sold or otherwise
disposed of (to a Person other than Holding, the Parent Borrower or a
Subsidiary of either) in accordance with the terms of the Credit Agreement:


 


5.2.1       
Delivery of Instruments and Chattel Paper.  If any amount payable
under or in connection with any of such Grantor’s Collateral shall be or become
evidenced by any Instrument or Chattel Paper, such Grantor shall (except as
provided in the following sentence) be entitled to retain possession of all
Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and
shall hold all such Collateral in trust for the Administrative Agent, for the
ratable benefit of the Secured Parties.  In the event that an Event of
Default shall have occurred and be continuing, upon the request of the
Administrative Agent, such Instrument or Chattel Paper shall be promptly
delivered to the Administrative Agent, duly indorsed in a manner satisfactory
to the Administrative Agent, to be held as Collateral pursuant to this
Agreement.  Such Grantor shall not permit any other Person to possess any
such Collateral at any time other than in connection with any sale or other
disposition of such Collateral in a transaction permitted by the Credit
Agreement.


 


5.2.2       
Maintenance of Insurance.  (a) Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring such
Grantor’s Inventory and Equipment against loss by fire, explosion, theft and
such other casualties as may be reasonably satisfactory to the Administrative
Agent and (ii) insuring such Grantor, the Administrative Agent and the other
Secured Parties against liability for personal injury and property damage
relating to such Inventory and Equipment, such policies to be in such form and
amounts and having such coverage as may be reasonably satisfactory to the
Administrative Agent.


 


(b)          
All such insurance shall (i) provide that no cancellation, material reduction in
amount or material change in coverage thereof shall be effective until at least
15 days after receipt by the Administrative Agent of written notice thereof,
(ii) name the Administrative Agent as an additional insured party or loss payee
and (iii) include deductibles consistent with past practice or consistent with
industry practice or otherwise reasonably satisfactory to the Administrative
Agent.


 


5.2.3       
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 material taxes, assessments and governmental charges or
levies imposed upon such Grantor’s Collateral or in respect of income or
profits therefrom, as well as all material claims of any kind (including,
without limitation, material claims for labor, materials and supplies) against
or with respect to such Grantor’s Collateral, except that no such tax,
assessment, charge or levy need be paid or satisfied if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of such Grantor.


 


5.2.4       
Maintenance of Perfected Security Interest; Further Documentation. 
(a) Such Grantor shall maintain the security interest created by this Agreement
in such Grantor’s Collateral as a perfected security interest having at least
the priority described in subsection 4.2.2


 


 


20

















 


and shall defend such security interest against the
claims and demands of all Persons whomsoever.


 


(b)          
Such Grantor will furnish to the Administrative Agent from time to time
statements and schedules further identifying and describing such Grantor’s
Collateral and such other reports in connection with such Grantor’s Collateral
as the Administrative Agent may reasonably request in writing, all in
reasonable detail.


 


(c)          
At any time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of such Grantor, such Grantor will promptly and
duly execute and deliver such further instruments and documents and take such
further actions as the Administrative 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 by such Grantor, including, without
limitation, the filing of any financing or continuation statements under the
Uniform Commercial Code (or other similar laws) in effect in any jurisdiction
with respect to the security interests created hereby.


 


5.2.5       
Changes in Name, Jurisdiction of Organization, etc.  Such Grantor
will not, except upon not less than 30 days’ prior written notice to the
Administrative Agent, change its name or jurisdiction of organization (whether
by merger of otherwise); provided that, promptly after receiving a
written request therefor from the Administrative Agent, such Grantor shall
deliver to the Administrative Agent all additional financing statements and
other documents reasonably requested by the Administrative Agent to maintain
the validity, perfection and priority of the security interests as and to the
extent provided for herein.


 


5.2.6       
Notices.  Such Grantor will advise the Administrative Agent
promptly, in reasonable detail, of:


 


(a)          
any Lien (other than security interests created hereby or Liens permitted under
the Credit Agreement) on any of such Grantor’s Collateral which would
materially adversely affect the ability of the Administrative Agent to exercise
any of its remedies hereunder; and


 


(b)          
the occurrence of any other event which would reasonably be expected to have a
material adverse effect on the security interests created hereby.


 


5.2.7       
Pledged Stock.  In the case of each Grantor that is an Issuer, such
Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Pledged Stock issued by it and will comply with such terms insofar as
such terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in
subsection 5.3.1 with respect to the Pledged Stock issued by it and (iii) the
terms of subsections 6.3(c) and 6.7 shall apply to it, mutatis  mutandis,
with respect to all actions that may be required of it pursuant to subsection
6.3(c) or 6.7 with respect to the Pledged Stock issued by it.


 


5.2.8       
Accounts Receivable.  (a) Other than in the ordinary course of
business or as permitted by the Loan Documents, such Grantor will not (i) grant
any extension of the time of payment of any of such Grantor’s Accounts
Receivable, (ii) compromise or settle any such


 


 


21

















 


Account Receivable for less than the full amount
thereof, (iii) release, wholly or partially, any Person liable for the payment
of any Account Receivable, (iv) allow any credit or discount whatsoever on any
such Account Receivable or (v) amend, supplement or modify any Account
Receivable unless such extensions, compromises, settlements, releases, credits
or discounts would not reasonably be expected to materially adversely affect
the value of the Accounts Receivable constituting Collateral taken as a whole.


 


(b)          
Such Grantor will deliver to the Administrative Agent a copy of each material
demand, notice or document received by it that questions or calls into doubt
the validity or enforceability of more than 10% of the aggregate amount of the
then outstanding Accounts Receivable.


 


5.2.9       
Maintenance of Records.  Such Grantor will keep and maintain at its
own cost and expense reasonably satisfactory and complete records of its
Collateral, including, without limitation, a record of all payments received
and all credits granted with respect to such Collateral, and shall mark such
records to evidence this Agreement and the Liens and the security interests
created hereby.


 


5.2.10     
Acquisition of Intellectual Property.  Within 90 days after the end
of each calendar year, such Grantor will notify the Administrative Agent of any
acquisition by such Grantor of (i) any registration of any material Copyright,
Patent or Trademark or (ii) any exclusive rights under a material Copyright
License, Patent License or Trademark License constituting Collateral, and shall
take such actions as may be reasonably requested by the Administrative Agent
(but only to the extent such actions are within such Grantor’s control) to
perfect the security interest granted to the Administrative Agent and the other
Secured Parties therein, to the extent provided herein in respect of any
Copyright, Patent or Trademark constituting Collateral on the date hereof, by
(x) the execution and delivery of an amendment or supplement to this Agreement
(or amendments to any such agreement previously executed or delivered by such
Grantor) and/or (y) the making of appropriate filings (I) of financing
statements under the Uniform Commercial Code of any applicable jurisdiction
and/or (II) in the United States Patent and Trademark Office, or with respect
to Copyrights and Copyright Licenses, another applicable office).


 


5.2.11     
Protection of Trade Secrets.  Such Grantor shall take all steps
which it deems commercially reasonable to preserve and protect the secrecy of
all material Trade Secrets of such Grantor.


 


5.2.12     
Commercial Tort Claims.  All Commercial Tort Claims of each Grantor
in existence on the date of this Agreement, known to such Grantor after
reasonably inquiry, are described in Schedule 7 hereto.  If any Grantor
shall at any time after the date of this Agreement acquire a Commercial Tort
Claim in an amount (taking the greater of the aggregate claimed damages
thereunder or the reasonably estimated value thereof) of $3,000,000 or more,
such Grantor shall promptly notify the Administrative Agent thereof in a
writing signed by such Grantor and describing the details thereof and shall
grant to the Administrative Agent in such writing a security interest therein
and in the proceeds thereof, all upon the terms of this Agreement, with such
writing to be in form and substance reasonably satisfactory to the
Administrative Agent.


 


 


22

















 


5.2.13     
Deposit Accounts; Etc.  No Grantor (other than any Foreign
Subsidiary of the Parent Borrower) maintains, or at any time after the date of
this Agreement shall establish or maintain, any demand, time, savings, passbook
or similar account, except for such accounts maintained with a bank (as defined
in Section 9-102 of the Code) whose jurisdiction (determined in accordance with
Section 9-304 of the Code) is within the United States, any State thereof or
the District of Columbia, other than such accounts whose jurisdiction is not
within the United States, any State thereof or the District of Columbia (x)
which have an aggregate balance at any time outstanding of less than
$10,000,000 and (y) any collection accounts maintained for the purpose of
collecting Accounts Receivable with respect to any such jurisdiction.  Schedule
8 hereto accurately sets forth, as of the date of this Agreement, for each
Grantor, each Deposit Account maintained by such Grantor within the United
States, any State thereof or the District of Columbia (including a description
thereof and the respective account number) and the name of the respective bank
with which such Deposit Account is maintained with an outstanding balance in
excess of $250,000 after giving effect to the Transactions. For each Deposit
Account maintained by any Grantor within the United States, any State thereof
or the District of Columbia on or after the date of this Agreement (other than
the Collateral Proceeds Account or any other Deposit Account maintained with
the Administrative Agent and any Deposit Account with an outstanding balance less
than $250,000 at any time on or after the date of this Agreement), the
respective Grantor shall cause the bank with which such Deposit Account is
maintained to execute and deliver to the Administrative Agent, within 60 days
after the date of this Agreement or, if later, at the time of the establishment
of the respective Deposit Account or at such time when the outstanding balance
of such Deposit Account is in excess of $250,000, a “control agreement”
substantially in the form of Annex 3 hereto (appropriately completed), with
such changes thereto as may be reasonably acceptable to the Administrative
Agent and with respect to such Deposit Accounts established after the date of
this Agreement or with respect to any such Deposit Account whose outstanding balance
is in excess of $250,000, such Grantor shall furnish to the Administrative
Agent a supplement to Schedule 8 hereto containing the relevant
information with respect to the respective Deposit Account and the bank with
which same is established..  If any bank with which a Deposit Account is
maintained refuses to, or does not, enter into such a “control agreement”, then
the respective Grantor shall promptly (and in any event within 60 days after
the date of this Agreement or, if later, 60 days after the establishment of
such account) close the respective Deposit Account and transfer all balances
therein to the Collateral Proceeds Account or another Deposit Account meeting
the requirements of this subsection 5.2.13.  If any bank with which a
Deposit Account is maintained refuses to subordinate all its claims with
respect to such Deposit Account to the Administrative Agent’s security interest
therein on substantially the terms and to the extent set forth in the “control
agreement” in Annex 3 hereto or on terms reasonably satisfactory to the
Administrative Agent, then the Administrative Agent, at its option acting
reasonably, may (x) require that such Deposit Account be terminated in
accordance with the immediately preceding sentence or (y) agree to a “control agreement”
without such subordination, provided that in such event the
Administrative Agent may at any time, at its option acting reasonably,
subsequently require that such Deposit Account be terminated (within 60 days
after notice from the Administrative Agent) in accordance with the requirements
of the immediately preceding sentence.


 


5.3 Covenants of Each Pledgor. 
Each Pledgor covenants and agrees with the Administrative Agent and the other
Secured Parties that, from and after the date of this Agreement until the
earlier to occur of (i) the Loans, any Reimbursement Obligations, and all


 


 


23

















 


other Obligations then due and owing shall have been
paid in full in cash, no Letter of Credit shall be outstanding (except for
Letters of Credit that have been cash collateralized in a manner satisfactory
to the Issuing Lender) and the Commitments shall have terminated or (ii) as to
any Pledgor, all the Capital Stock of such Pledgor shall have been sold or
otherwise disposed of (to a Person other than Holding, the Parent Borrower or a
Subsidiary of either) as permitted under the terms of the Credit Agreement:


 


5.3.1       
Additional Shares.  If such Pledgor shall, as a result of its
ownership of its Pledged Stock, become entitled to receive or shall receive any
stock certificate (including, without limitation, any stock certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), stock option or similar rights in respect
of the Capital Stock of any Issuer, whether in addition to, in substitution of,
as a conversion of, or in exchange for, any shares of the Pledged Stock, or
otherwise in respect thereof, such Pledgor shall accept the same as the agent
of the Administrative Agent and the other Secured Parties, hold the same in
trust for the Administrative Agent and the other Secured Parties and deliver
the same forthwith to the Administrative Agent in the exact form received, duly
indorsed by such Pledgor to the Administrative Agent, if required, together
with an undated stock power covering such certificate duly executed in blank by
such Grantor, to be held by the Administrative Agent, subject to the terms
hereof, as additional collateral security for the Obligations (subject to
subsection 3.3 and provided that in no event shall there be pledged, nor
shall any Pledgor be required to pledge, more than 65% of any series of the
outstanding Capital Stock of any Foreign Subsidiary pursuant to this
Agreement).  Any sums paid upon or in respect of the Pledged Stock upon
the liquidation or dissolution of any Issuer (except any liquidation or
dissolution of any Subsidiary of the Parent Borrower in accordance with the
Credit Agreement) shall be paid over to the Administrative Agent to be held by
it hereunder as additional collateral security for the Obligations, and in case
any distribution of capital shall be made on or in respect of the Pledged Stock
or any property shall be distributed upon or with respect to the Pledged Stock
pursuant to the recapitalization or reclassification of the capital of any
Issuer or pursuant to the reorganization thereof, the property so distributed
shall, unless otherwise subject to a perfected security interest in favor of
the Administrative Agent, be delivered to the Administrative Agent to be held
by it hereunder as additional collateral security for the Obligations.  If
any sums of money or property so paid or distributed in respect of the Pledged
Stock shall be received by such Pledgor, such Pledgor shall, until such money
or property is paid or delivered to the Administrative Agent, hold such money
or property in trust for the Secured Parties, segregated from other funds of
such Pledgor, as additional collateral security for the Obligations.


 


5.3.2       
Maintenance of Pledged Stock.  Without the prior written consent of
the Administrative Agent, such Pledgor will not (except as permitted by the
Credit Agreement) (i) vote to enable, or take any other action to permit, any
Issuer 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,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Pledged Securities or Proceeds thereof, (iii)
create, incur or permit to exist any Lien or option in favor of, or any
material adverse claim of any Person with respect to, any of the Pledged
Securities or Proceeds thereof, or any interest therein, except for the
security interests created by this Agreement or Liens arising by operation of
law or (iv) enter into any agreement or


 


 


24

















 


undertaking restricting the right or ability of such
Pledgor or the Administrative Agent to sell, assign or transfer any of the
Pledged Securities or Proceeds thereof.


 


5.3.3       
Pledged Notes.  Such Pledgor shall, on the date of this Agreement
(or on such later date upon which it becomes a party hereto pursuant to
subsection 9.15), deliver to the Administrative Agent all Pledged Notes then
held by such Pledgor (excluding any Pledged Note the principal amount of which
does not exceed $3,000,000), endorsed in blank or, at the request of the
Administrative Agent, endorsed to the Administrative Agent.  Furthermore,
within ten Business Days after any Pledgor obtains a Pledged Note with a principal
amount in excess of $3,000,000, such Pledgor shall cause such Pledged Note to
be delivered to the Administrative Agent, endorsed in blank or, at the request
of the Administrative Agent, endorsed to the Administrative Agent.


 


5.3.4       
Maintenance of First Priority Security Interest.  Such Pledgor
shall maintain the security interest created by this Agreement in such
Pledgor’s Pledged Collateral as a perfected security interest having at least
the priority described in subsection 4.3.4 or 4.3.5, as applicable, and shall
defend such security interest against the claims and demands of all Persons
whomsoever.  At any time and from time to time, upon the written request
of the Administrative Agent, and at the sole expense of such Pledgor, such
Pledgor will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Administrative 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 by such Pledgor.


 


5.4 Covenants of Holding.  Holding
covenants and agrees with the Administrative Agent and the other Secured
Parties that, from and after the date of this Agreement until the Loans, any
Reimbursement Obligations and all other Obligations then due and owing, shall
have been paid in full in cash, no Letter of Credit shall be outstanding 
(other than Letters of Credit that have been cash collateralized in a manner
satisfactory to the Issuing Lender) and the Commitments shall have terminated,
Holding:


 


(I)           
shall not conduct, transact or otherwise engage, or commit to conduct, transact
or otherwise engage, in any business or operations other than (i) transactions
contemplated by the Loan Documents or the provision of administrative, legal,
accounting and management services to, or on behalf of, any of its
Subsidiaries, (ii) the ownership of the Capital Stock of the Parent Borrower
and Small FSHCo, the sale or transfer of its ownership interests in Small FSHCo
(to the extent not prohibited by the Credit Agreement) and the exercise of
rights and performance of obligations in connection therewith, (iii) the entry
into, and exercise of rights and performance of obligations in respect of (A)
the Transaction Documents, this Agreement and any other Loan Documents to which
it is a party; any other agreement to which it is a party on the date hereof;
the Existing Notes, the 2004 Senior Note Indenture, the 2004 Senior
Subordinated Note Indenture or any guarantee thereof; and any guarantee of
Indebtedness or other obligations of any of its Subsidiaries permitted pursuant
to the Loan Documents; in each case as amended, supplemented, waived or
otherwise modified from time to time, and any refinancings, refundings,
renewals or extensions thereof, (B) contracts and agreements with officers,
directors and employees of it or any Subsidiary thereof relating to their
employment or directorships, (C) insurance policies and related contracts and
agreements, and (D) equity subscription agreements, registration rights
agreements, voting and other stockholder


 


 


25

















 


agreements, engagement letters, underwriting
agreements and other agreements in respect of its equity securities or any
offering, issuance or sale thereof, including but not limited to in respect of
the Management Subscription Agreements, (iv) the offering, issuance, sale and
repurchase or redemption of, and dividends or distributions on its equity
securities, (v) the filing of registration statements, and compliance with
applicable reporting and other obligations, under federal, state or other
securities laws, (vi) the listing of its equity securities and compliance with
applicable reporting and other obligations in connection therewith, (vii) the
retention of (and the entry into, and exercise of rights and performance of
obligations in respect of, contracts and agreements with) transfer agents,
private placement agents, underwriters, counsel, accountants and other advisors
and consultants, (viii) the performance of obligations under and compliance
with its certificate of incorporation and by-laws, or any applicable law,
ordinance, regulation, rule, order, judgment, decree or permit, including,
without limitation, as a result of or in connection with the activities of its
Subsidiaries, (ix) the incurrence and payment of its operating and business
expenses and any taxes for which it may be liable, (x) making loans to or other
Investments in, or incurrence of Indebtedness from, its Subsidiaries as and to
the extent not prohibited by the Credit Agreement, and (xi) other activities
incidental or related to the foregoing;


 


(II)  Holding shall
not incur any Indebtedness for borrowed money owing to, or any Guarantee
Obligations in respect of Indebtedness for borrowed money of, any Person (other
than Small FSHCo, the Parent Borrower or any of their respective Subsidiaries,
or any Management Investors), or issue Indebtedness directly as consideration
for any acquisition, merger or similar business combination (other than by the
Parent Borrower or any of its Subsidiaries), in each case, pursuant to the
foregoing clause (I) unless:


 


(A)         
all or substantially all of the net cash proceeds to Holding of such incurrence
(if any) are contributed as equity, loaned or otherwise distributed to the
Parent Borrower promptly thereafter; provided that the test set forth in
preceding clause (A) may not be utilized in instances where Holding directly
issues Indebtedness as consideration for an acquisition, merger or similar
business combination, or


 


(B)          
(x) written notice of such incurrence has been provided to each of Moody’s,
S&P and the Administrative Agent no less than ten (10) Business Days prior
to the date of such incurrence, (y) neither Moody’s nor S&P shall have
given notice to the Parent Borrower that it has downgraded, or intends to
downgrade, the rating assigned by it to the Indebtedness of the Parent Borrower
incurred pursuant to the Credit Agreement primarily as a result of such incurrence
and (z) the Administrative shall not have (1) received notice from Moody’s or
S&P that it has downgraded, or intends to downgrade, the rating assigned by
it to the Indebtedness of the Parent Borrower incurred pursuant to the Credit
Agreement primarily as a result of such incurrence and (2) given notice to the
Parent Borrower that it has received such notice from Moody’s or S&P, or


 


(C)          
no Downgrade Event shall occur primarily as a result of such incurrence within
30 days after the date of such incurrence


 


(it being understood that this clause (II) shall not
restrict Holding from incurring or suffering to exist any Lien on any Capital
Stock or Indebtedness of, or other ownership interests in, any of its


 


 


26

















 


Subsidiaries (other than Small FSHCo, the Parent
Borrower and their respective Subsidiaries), to secure any Indebtedness of such
Subsidiaries); and


 


(III)        
shall, for so long as Small FSHCo is not a Subsidiary of the Parent Borrower,
cause Small FSHCo not to:


 


(v)          
conduct, transact or otherwise engage, or commit to conduct, transact or
otherwise engage, in any business or operations other than (i) the Small FSHCo
Immobilien Acquisition and transactions directly relating thereto, and the
provision of administrative, legal, accounting and management services to, or
on behalf of, Immobilien, (ii) its holding of Indebtedness owing to it by VWR
International bvba in an aggregate principal amount not exceeding 500,000 Euros
(together with any capitalized interest, expenses or fees) and the exercise of
rights and performance of obligations in connection therewith, (iii) the entry
into, and exercise of rights and performance of obligations in respect of (A)
the Transaction Documents and any Loan Documents to which it is a party; and
any guarantee of Indebtedness or other obligations of Immobilien permitted
pursuant to the Loan Documents; in each case as amended, supplemented, waived
or otherwise modified from time to time, (B) contracts and agreements with
officers, directors and employees of Small FSHCo or Immobilien relating to
their employment or directorships, and (C) insurance policies and related
contracts and agreements, (iv) compliance with applicable reporting and other
obligations, under federal, state or other securities laws, (v) the retention
of (and the entry into, and exercise of rights and performance of obligations
in respect of, contracts and agreements with) counsel, accountants and other
advisors and consultants, (vi) the performance of obligations under and
compliance with its certificate of incorporation and by-laws, or any applicable
law, ordinance, regulation, rule, order, judgment, decree or permit, including,
without limitation, as a result of or in connection with the activities of
Immobilien, (vii) the incurrence and payment of its operating and business
expenses and any taxes for which it may be liable, and (viii) other activities
incidental or related to the foregoing;


 


(w)         
transfer, issue or offer the Capital Stock of Immobilien to any Person other
than Holding or one of its Subsidiaries;


 


(x)           
incur, assume, become liable or suffer to exist any Indebtedness for borrowed
money or any other material Indebtedness or any Guarantee Obligations of any
Indebtedness (other than of Immobilien), in each case except as would be
permitted pursuant to subsections 8.2(a) and 8.4(l) of the Credit Agreement if
Small FSHCo were subject to the negative covenants in Section 8.2 and 8.4 of
the Credit Agreement;


 


(y)          
own the Capital Stock of any Person other than not more than approximately 6%
of the Capital Stock of Immobilien; or.


 


(z)           
accept from Immobilien any dividend, distribution or other payment to it unless
Small FSHCo dividends the amount so paid to it to Holding


 


 


27

















 


(net of any amount applied to pay the expenses of
Small FSHCo) and Holding applies such amount to pay its expenses.


 


SECTION 6 
REMEDIAL PROVISIONS


 


6.1 Certain Matters Relating
to Accounts.  (a)  At any time and from time to time after the
occurrence and during the continuance of an Event of Default, the
Administrative Agent shall have the right to make test verifications of the
Accounts Receivable in any reasonable manner and through any reasonable medium
that it reasonably considers advisable, and the relevant Grantor shall furnish
all such assistance and information as the Administrative Agent may reasonably
require in connection with such test verifications.  At any time and from
time to time after the occurrence and during the continuance of an Event of
Default, upon the Administrative Agent’s reasonable request and at the expense
of the relevant Grantor, such Grantor shall cause independent public
accountants or others reasonably satisfactory to the Administrative Agent to
furnish to the Administrative Agent reports showing reconciliations, aging and
test verifications of, and trial balances for, the Accounts Receivable.


 


(b)          
The Administrative Agent hereby authorizes each Grantor to collect such
Grantor’s Accounts Receivable and the Administrative Agent may curtail or
terminate said authority at any time after the occurrence and during the
continuance of an Event of Default specified in subsection 9(a) of the Credit
Agreement.  If required by the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default specified in
subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or
other cash proceeds of Accounts Receivables, when collected by such Grantor,
(i) shall be forthwith (and, in any event, within two Business Days of receipt
by such Grantor) deposited in, or otherwise transferred by such Grantor to, the
Collateral Proceeds Account, subject to withdrawal by the Administrative Agent
for the account of the Secured Parties only as provided in Section 6.5, and
(ii) until so turned over, shall be held by such Grantor in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds
of such Grantor.  All Proceeds constituting collections or other cash
proceeds of Accounts Receivable while held by the Collateral Account Bank (or
by any Grantor in trust for the benefit of the Administrative Agent and the
other Secured Parties) shall continue to be collateral security for all of the
Obligations and shall not constitute payment thereof until applied as
hereinafter provided.  At any time when an Event of Default specified in
subsection 9(a) of the Credit Agreement has occurred and is continuing, at the
Administrative Agent’s election, the Administrative Agent may apply all or any
part of the funds on deposit in the Collateral Proceeds Account established by
the relevant Grantor to the payment of the Obligations of such Grantor then due
and owing, such application to be made as set forth in Section 6.5
hereof.  So long as no Event of Default has occurred and is continuing,
the funds on deposit in the Collateral Proceeds Account shall be remitted as
provided in Section 6.1(d) hereof.


 


(c)          
At any time and from time to time after the occurrence and during the
continuance of an Event of Default specified in subsection 9(a) of the Credit
Agreement, at the Administrative Agent’s request, each Grantor shall deliver to
the Administrative Agent copies or, if required by the Administrative Agent for
the enforcement thereof or foreclosure thereon, originals of all documents held
by such Grantor evidencing, and relating to, the agreements and transactions
which gave rise to such Grantor’s Accounts Receivable, including, without


 


 


28

















 


limitation,
all statements relating to such Grantor’s Accounts Receivable and all orders,
invoices and shipping receipts.


 


(d)          
So long as no Event of Default has occurred and is continuing, the
Administrative Agent shall instruct the Collateral Account Bank to promptly
remit any funds on deposit in each Grantor’s Collateral Proceeds Account to
such Grantor’s General Fund Account.  In the event that an Event of
Default has occurred and is continuing, the Administrative Agent and the
Grantors agree that the Administrative Agent, at its option, may require that
each Collateral Proceeds Account and the General Funds Account of each Grantor
be established at the Administrative Agent.  Each Grantor shall have the
right, at any time and from time to time, to withdraw such of its own funds
from its own General Fund Account, and to maintain such balances in its General
Fund Account, as it shall deem to be necessary or desirable.


 


6.2 Communications with Obligors;
Grantors Remain Liable.  (a)  The Administrative Agent in its own
name or in the name of others may at any time and from time to time after the
occurrence and during the continuance of an Event of Default specified in
subsection 9(a) of the Credit Agreement, communicate with obligors under the
Accounts Receivable and parties to the Contracts (in each case, to the extent
constituting Collateral) to verify with them to the Administrative Agent’s
satisfaction the existence, amount and terms of any Accounts Receivable or
Contracts.


 


(b)          
Upon the request of the Administrative Agent at any time after the occurrence
and during the continuance of an Event of Default specified in subsection 9(a)
of the Credit Agreement, each Grantor shall notify obligors on such Grantor’s
Accounts Receivable and parties to such Grantor’s Contracts (in each case, to
the extent constituting Collateral) that such Accounts Receivable and such
Contracts have been assigned to the Administrative Agent, for the ratable
benefit of the Secured Parties, and that payments in respect thereof shall be
made directly to the Administrative Agent.


 


(c)          
Anything herein to the contrary notwithstanding, each Grantor shall remain
liable under each of such Grantor’s Accounts Receivable 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 Administrative Agent nor any Lender shall have any
obligation or liability under any Account Receivable (or any agreement giving
rise thereto) by reason of or arising out of this Agreement or the receipt by
the Administrative Agent or any other Secured Party of any payment relating
thereto, nor shall the Administrative Agent or any other Secured Party be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Account Receivable (or any agreement giving rise thereto) 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.


 


6.3 Pledged Stock.  (a)  Unless an
Event of Default shall have occurred and be continuing and the Administrative
Agent shall have given notice to the relevant Pledgor of the Administrative
Agent’s intent to exercise its corresponding rights pursuant to subsection
6.3(b),


 


 


29

















 


each Pledgor shall be permitted to receive all cash
dividends and distributions paid in respect of the Pledged Stock (subject to
the last two sentences of Section 5.3.1 of this Agreement) and all payments
made in respect of the Pledged Notes, to the extent permitted in the Credit
Agreement, and to exercise all voting and corporate rights with respect to the
Pledged Stock; provided, however, that no vote shall be cast or
corporate right exercised or such other action taken (other than in connection
with a transaction expressly permitted by the Credit Agreement) which, in the
Administrative Agent’s reasonable judgment, would materially impair the Pledged
Stock or the related rights or remedies of the Secured Parties or which would
be inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.


 


(b)          
If an Event of Default shall occur and be continuing and the Administrative
Agent shall give notice of its intent to exercise such rights to the relevant
Pledgor or Pledgors, (i) the Administrative Agent shall have the right to
receive any and all cash dividends, payments or other Proceeds paid in respect
of the Pledged Stock and make application thereof to the Obligations of the
relevant Pledgor in such order as is provided in subsection 6.5, and (ii) any
or all of the Pledged Stock shall be registered in the name of the
Administrative Agent or its nominee, and the Administrative Agent or its
nominee may thereafter exercise (x) all voting, corporate and other rights
pertaining to such Pledged Stock at any meeting of shareholders of the relevant
Issuer or Issuers or otherwise and (y) any and all rights of conversion,
exchange, subscription and any other rights, privileges or options pertaining
to such Pledged Stock as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Stock upon the merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of any Issuer, or upon the
exercise by the relevant Pledgor or the Administrative Agent of any right,
privilege or option pertaining to such Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Administrative Agent may
reasonably determine), all without liability (other than for its gross
negligence or willful misconduct) except to account for property actually
received by it, but the Administrative Agent shall have no duty to any Pledgor
to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing, provided that the
Administrative Agent shall not exercise any voting or other consensual rights
pertaining to the Pledged Stock in any way that would constitute an exercise of
the remedies described in subsection 6.6 other than in accordance with
subsection 6.6.


 


(c)          
Each Pledgor hereby authorizes and instructs each Issuer or maker of any
Pledged Securities pledged by such Pledgor hereunder to (i) comply with any
instruction received by it from the Administrative Agent in writing that (x)
states that an Event of Default has occurred and is continuing and (y) is otherwise
in accordance with the terms of this Agreement, without any other or further
instructions from such Pledgor, and each Pledgor agrees that each Issuer or
maker shall be fully protected in so complying, and (ii) unless otherwise
expressly permitted hereby, pay any dividends or other payments with respect to
the Pledged Securities directly to the Administrative Agent.


 


6.4 Proceeds to be Turned Over To
Administrative Agent.  In addition to the rights of the Administrative
Agent and the other Secured Parties specified in subsection 6.1 with


 


 


30

















 


respect to payments of Accounts Receivable, if an
Event of Default shall occur and be continuing, and the Administrative Agent
shall have instructed any Grantor to do so, all Proceeds received by such
Grantor consisting of cash, checks and other Cash Equivalent items shall be
held by such Grantor in trust for the Administrative Agent and the other
Secured Parties, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, be turned over to the Administrative
Agent in the exact form received by such Grantor (duly indorsed by such Grantor
to the Administrative Agent, if required).  All Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent in the
relevant Collateral Proceeds Account maintained under its sole dominion and
control.  All Proceeds while held by the Administrative Agent in such
Collateral Proceeds Account (or by the relevant Grantor in trust for the
Administrative Agent and the other Secured Parties) shall continue to be held
as collateral security for all the Obligations of such Grantor and shall not
constitute payment thereof until applied as provided in subsection 6.5


 


6.5 Application of Proceeds. 
It is agreed that if an Event of Default shall occur and be continuing, any and
all Proceeds of the relevant Granting Party’s Collateral (as defined in the
Credit Agreement) received by the Administrative Agent (whether from the relevant
Granting Party or otherwise) shall be held by the Administrative Agent for the
benefit of the Secured Parties as collateral security for the Obligations of
the relevant Granting Party (whether matured or unmatured), and/or then or at
any time thereafter may, in the sole discretion of the Administrative Agent, be
applied by the Administrative Agent against the Obligations of the relevant
Granting Party then due and owing in the following order of priority:


 


FIRST, to the payment of all reasonable costs and
expenses incurred by the Administrative Agent in connection with this
Agreement, the Credit Agreement, any other Loan Document or any of the
Obligations of the relevant Granting Party, including, without limitation, all
court costs and the reasonable fees and expenses of its agents and legal
counsel, and any other reasonable costs or expenses incurred in connection with
the exercise by the Administrative Agent of any right or remedy under this
Agreement, the Credit Agreement, or any other Loan Document; provided, however,
that, if the relevant Granting party is a Foreign Subsidiary, such Proceeds
shall be applied only to the payment of all reasonable costs and expenses
incurred by the Administrative Agent in connection with the Obligations of such
Granting Party;


 


SECOND, to the ratable satisfaction of all other
Obligations of the relevant Granting Party; provided, however,
that, if the relevant Granting Party is a Foreign Subsidiary, such Proceeds
shall be applied only to the payment of the Obligations of such Granting Party;
and


 


THIRD, to the relevant Granting Party or its
successors or assigns, or to whomsoever may be lawfully entitled to receive the
same.


 


6.6 Code and Other Remedies.  If
an Event of Default shall occur and be continuing, the Administrative Agent, on
behalf of the Secured Parties, 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 Obligations to the extent
permitted by applicable law, all rights and remedies of a secured party under
the Code or any other applicable law.  Without


 


 


31

















 


limiting the generality of the foregoing, to the
extent permitted by applicable law, the Administrative 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
Granting Party or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances,
forthwith (subject to the terms of any documentation governing any Permitted
Receivables Transaction) collect, receive, appropriate and realize upon the
Security Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver
the Security Collateral or any part thereof (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 Administrative Agent or any other
Secured Party 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 Administrative
Agent or any other Secured Party shall have the right, to the extent permitted
by law, upon any such sale or sales, to purchase the whole or any part of the Security
Collateral so sold, free of any right or equity of redemption in such Granting
Party, which right or equity is hereby waived and released.  Each Granting
Party further agrees, at the Administrative Agent’s request (subject to the
terms of any documentation governing any Permitted Receivables Transaction), to
assemble the Security Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether
at such Granting Party’s premises or elsewhere.  The Administrative Agent
shall apply the net proceeds of any action taken by it pursuant to this
subsection 6.6, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of
any of the Security Collateral or in any way relating to the Security
Collateral or the rights of the Administrative Agent and the other Secured
Parties hereunder, including, without limitation, reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Obligations of the
relevant Granting Party then due and owing, in the order of priority specified
in subsection 6.5 above, and only after such application and after the payment
by the Administrative Agent of any other amount required by any provision of
law, including, without limitation, Section 9-615(a)(3) of the Code, need the
Administrative Agent account for the surplus, if any, to such Granting
Party.  To the extent permitted by applicable law, (i) such Granting Party
waives all claims, damages and demands it may acquire against the
Administrative Agent or any other Secured Party arising out of the
repossession, retention or sale of the Security Collateral, other than any such
claims, damages and demands that may arise from the gross negligence or willful
misconduct of any of the Administrative Agent or such other Secured Party, and
(ii) if any notice of a proposed sale or other disposition of Security
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.


 


6.7 Registration Rights.  (a) If
the Administrative Agent shall determine to exercise its right to sell any or
all of the Pledged Stock pursuant to subsection 6.6(a), and if in the
reasonable opinion of the Administrative Agent it is necessary or reasonably
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act, the relevant Pledgor
will use its reasonable best efforts to cause the Issuer thereof to (i) execute
and deliver, and use its best efforts to 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 reasonable opinion of
the Administrative Agent, necessary or advisable to register such Pledged
Stock, or that portion thereof to be sold, under the provisions of the
Securities Act, (ii) use its reasonable best efforts to cause the registration
statement


 


 


32

















 


relating thereto to become effective and to remain
effective for a period of not more than one year from the date of the first
public offering of such Pledged Stock, or that portion thereof to be sold, and
(iii) make all amendments thereto and/or to the related prospectus which, in
the reasonable opinion of the Administrative 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. 
Such Pledgor agrees to use its reasonable best efforts to cause such Issuer to
comply with the provisions of the securities or “Blue Sky” laws of any and all
states and the District of Columbia that the Administrative Agent shall
reasonably designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) that will
satisfy the provisions of Section 11(a) of the Securities Act.


 


(b)          
Such Pledgor recognizes that the Administrative Agent may be unable to effect a
public sale of any or all such Pledged Stock, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or otherwise,
and may be compelled to resort to one or more private sales thereof to a
restricted group of purchasers which 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.  Such Pledgor
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, to the extent permitted by applicable law,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner.  The Administrative Agent shall be under
no obligation to delay a sale of any of the Pledged Stock 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)          
Such Pledgor agrees to use its reasonable 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 such Pledged Stock pursuant to this subsection 6.7 valid and
binding and in compliance with any and all other applicable Requirements of
Law.  Such Pledgor further agrees that a breach of any of the covenants
contained in this subsection 6.7 will cause irreparable injury to the
Administrative Agent and the Lenders, that the Administrative Agent and the
Lenders have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this subsection 6.7
shall be specifically enforceable against such Pledgor, and to the extent
permitted by applicable law, such Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred or is continuing
under the Credit Agreement.


 


6.8 Waiver; Deficiency.  Each
Granting Party shall remain liable for any deficiency if the proceeds of any
sale or other disposition of the Security Collateral are insufficient to pay in
full, the Loans, Reimbursement Obligations constituting Obligations of such
Granting Party and, to the extent then due and owing, all other Obligations of
such Granting Party and the reasonable fees and disbursements of any attorneys
employed by the Administrative Agent or any other Secured Party to collect such
deficiency.


 


 


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SECTION 7 
THE ADMINISTRATIVE AGENT


 


7.1 Administrative Agent’s
Appointment as Attorney-in-Fact, etc.  (a) Each Granting Party hereby
irrevocably constitutes and appoints the Administrative Agent and any
authorized 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 Granting Party and in the name of such Granting
Party 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 and all
documents and instruments that may be reasonably necessary or desirable to
accomplish the purposes of this Agreement to the extent permitted by applicable
law, provided that the Administrative Agent agrees not to exercise such
power except upon the occurrence and during the continuance of any Event of
Default.  Without limiting the generality of the foregoing, at any time
when an Event of Default has occurred and is continuing (in each case to the
extent permitted by applicable law), (x) each Pledgor hereby gives the
Administrative Agent the power and right, on behalf of such Pledgor, without
notice or assent by such Pledgor, to execute, in connection with any sale
provided for in subsection 6.6(a) or 6.7, any indorsements, assessments or
other instruments of conveyance or transfer with respect to such Pledgor’s
Pledged Collateral, and (y) each Grantor hereby gives the Administrative Agent
the power and right, on behalf of such Grantor, without notice to or assent by
such Grantor, to do any or all of the following:


 


(i)           
subject to the terms of any documentation governing any Permitted Receivables
Transaction, in the name of such Grantor or its own name, or otherwise, take
possession of and indorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any Account Receivable of
such Grantor that constitutes Collateral or with respect to any other
Collateral of such Grantor and file any claim or take any other action or
institute any proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and
all such moneys due under any Account Receivable of such Grantor that constitutes
Collateral or with respect to any other Collateral of such Grantor whenever
payable;


 


(ii)          
in the case of any Copyright, Patent, or Trademark constituting Collateral of
such Grantor, execute and deliver any and all agreements, instruments, documents
and papers as the Administrative Agent may reasonably request to such Grantor
to evidence the Administrative Agent’s and the Lenders’ security interest in
such Copyright, Patent, or Trademark and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby;


 


(iii)         
pay or discharge taxes and Liens, other than Liens permitted under this
Agreement or the other Loan Documents, levied or placed on the Collateral of
such Grantor, effect any repairs or any insurance called for by the terms of
this Agreement and pay all or any part of the premiums therefor and the costs
thereof; and


 


(iv)         
subject to the terms of any documentation governing any Permitted Receivables
Transaction, (A) direct any party liable for any payment under any of the
Collateral of such Grantor to make payment of any and all moneys due or to
become due thereunder directly to the Administrative Agent or as the
Administrative Agent shall


 


 


34

















 


direct; (B) ask or demand for, collect, receive payment of
and receipt for, any and all moneys, claims and other amounts due or to become
due at any time in respect of or arising out of any Collateral of such Grantor;
(C) sign and indorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the
Collateral of such Grantor; (D) commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral of such Grantor or any portion thereof and to enforce
any other right in respect of any Collateral of such Grantor; (E) defend any
suit, action or proceeding brought against such Grantor with respect to any
Collateral of such Grantor; (F) settle, compromise or adjust any such suit,
action or proceeding described in clause (E) above and, in connection
therewith, to give such discharges or releases as the Administrative Agent may
deem appropriate; (G) subject to any existing reserved rights or licenses,
assign any Copyright, Patent or Trademark constituting Collateral of such
Grantor (along with the goodwill of the business to which any such Copyright,
Patent or Trademark pertains), for such term or terms, on such conditions, and
in such manner, as the Administrative Agent shall in its sole discretion
determine; and (H) generally, sell, transfer, pledge and make any agreement
with respect to or otherwise deal with any of the Collateral of such Grantor as
fully and completely as though the Administrative Agent were the absolute owner
thereof for all purposes, and do, at the Administrative Agent’s option and such
Grantor’s expense, at any time, or from time to time, all acts and things which
the Administrative Agent deems necessary to protect, preserve or realize upon
the Collateral of such Grantor and the Administrative 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.


 


(b)          
The reasonable expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this subsection 7.1, 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 ABR Loans that are Revolving Credit Loans under the
Credit Agreement, from the date of payment by the Administrative Agent to the
date reimbursed by the relevant Granting Party, shall be payable by such
Granting Party to the Administrative Agent on demand.


 


(c)          
Each Granting Party hereby ratifies all that said attorney 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 as
to the relevant Granting Party until this Agreement is terminated as to such
Granting Party, and the security interests in the Security Collateral of such
Granting Party created hereby are released.


 


7.2 Duty of Administrative Agent. 
The Administrative Agent’s sole duty with respect to the custody, safekeeping
and physical preservation of the Security Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Administrative Agent deals with similar property for its own
account.  Neither the Administrative 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 Security
Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Security Collateral upon the request of any
Granting Party or any other


 


 


35

















 


Person or, except as otherwise provided herein, to
take any other action whatsoever with regard to the Security Collateral or any
part thereof.  The powers conferred on the Administrative Agent and the
other Secured Parties hereunder are solely to protect the Administrative
Agent’s and the other Secured Parties’ interests in the Security Collateral and
shall not impose any duty upon the Administrative Agent or any other Secured
Party to exercise any such powers.  The Administrative 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 officers, directors, employees or agents shall be responsible to any
Granting Party for any act or failure to act hereunder, except as otherwise
provided herein or for their own gross negligence or willful misconduct.


 


7.3 Execution of Financing
Statements.  Pursuant to any applicable law, each Granting Party
authorizes the Administrative Agent to file or record financing statements and
other filing or recording documents or instruments with respect to such
Granting Party’s Security Collateral without the signature of such Granting
Party in such form and in such filing offices as the Administrative Agent
reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement.  Each Granting Party authorizes
the Administrative Agent to use the collateral description “all personal
property” or “all assets” in any such financing statements.  The
Administrative Agent agrees to notify the relevant Granting Party of any
financing or continuation statement filed by it, provided that any
failure to give such notice shall not affect the validity or effectiveness of
any such filing.


 


7.4 Authority of Administrative
Agent.  Each Granting Party acknowledges that the rights and
responsibilities of the Administrative Agent under this Agreement with respect
to any action taken by the Administrative Agent or the exercise or non-exercise
by the Administrative Agent of any option, voting right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Agreement or any amendment, supplement or other modification of this Agreement
shall, as between the Administrative Agent and the 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 Administrative
Agent and the Granting Parties the Administrative Agent shall be conclusively
presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and no Granting Party shall be under
any obligation, or entitlement, to make any inquiry respecting such authority.


 


7.5 Right of Inspection.  Upon
reasonable written advance notice to any Grantor and as often as may reasonably
be desired, or at any time and from time to time after the occurrence and
during the continuation of an Event of Default, the Administrative Agent shall
have reasonable access during normal business hours to all the books,
correspondence and records of such Grantor, and the Administrative Agent and
its representatives may examine the same, and to the extent reasonable take
extracts therefrom and make photocopies thereof, and such Grantor agrees to
render to the Administrative Agent, at such Grantor’s reasonable cost and
expense, such clerical and other assistance as may be reasonably requested with
regard thereto.  The Administrative Agent and its representatives shall
also have the right, upon reasonable advance written notice to such Grantor
subject to any lease restrictions, to enter during normal business hours into and
upon any premises owned, leased or operated by such Grantor where any


 


 


36

















 


of such Grantor’s Inventory or Equipment is located
for the purpose of inspecting the same, observing its use or otherwise protecting
its interests therein.


 


SECTION 8 
NON-LENDER SECURED PARTIES


 


8.1 Rights to Collateral. 
(a)  The Non-Lender Secured Parties shall not have any right whatsoever to
do any of the following:  (i) exercise any rights or remedies with respect
to the Collateral (such term, as used in this Section 8, having the meaning
assigned to it in the Credit Agreement), including, without limitation, the
right to (A) enforce any Liens or sell or otherwise foreclose on any portion of
the Collateral, (B) request any action, institute any proceedings, exercise any
voting rights, give any instructions, make any election, notice account debtors
or make collections with respect to all or any portion of the Collateral or (C)
release any Guarantor under this Agreement or release any Collateral from the
Liens of any Security Document or consent to or otherwise approve any such
release; (ii) demand, accept or obtain any Lien on any Collateral (except for
Liens arising under, and subject to the terms of, this Agreement); (iii) vote
in any Bankruptcy Case or similar proceeding in respect of Holding or any of
its Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”)
with respect to, or take any other actions concerning the Collateral; (iv)
receive any proceeds from any sale, transfer or other disposition of any of the
Collateral (except in accordance with this Agreement); (v) oppose any sale,
transfer or other disposition of the Collateral; (vi) object to any
debtor-in-possession financing in any Bankruptcy which is provided by one or
more Lenders among others (including on a priming basis under Section 364(d) of
the Bankruptcy Code); (vii) object to the use of cash collateral in respect of
the Collateral in any Bankruptcy; or (viii) seek, or object to the Lenders
seeking on an equal and ratable basis, any adequate protection or relief from
the automatic stay with respect to the Collateral in any Bankruptcy.


 


(b)          
Each Non-Lender Secured Party, by its acceptance of the benefits of this
Agreement and the other Security Documents, agrees that in exercising rights
and remedies with respect to the Collateral, the Administrative Agent and the
Lenders, with the consent of the Administrative Agent, may enforce the
provisions of the Security Documents and exercise remedies thereunder and under
any other Loan Documents (or refrain from enforcing rights and exercising
remedies), all in such order and in such manner as they may determine in the
exercise of their sole business judgment.  Such exercise and enforcement
shall include, without limitation, the rights to collect, sell, dispose of or
otherwise realize upon all or any part of the Collateral, to incur expenses in
connection with such collection, sale, disposition or other realization and to
exercise all the rights and remedies of a secured lender under the Uniform
Commercial Code of any applicable jurisdiction.  The Non-Lender Secured
Parties hereby agree not to contest or otherwise challenge any such collection,
sale, disposition or other realization of or upon all or any of the
Collateral.  Whether or not a Bankruptcy Case has been commenced, the
Non-Lender Secured Parties shall be deemed to have consented to any sale or
other disposition of any property, business or assets of Holding or any of its
Subsidiaries and the release of any or all of the Collateral from the Liens of
any Security Document in connection therewith.


 


(c)          
Notwithstanding any provision of this subsection 8.1, the Non-Lender Secured
Parties shall be entitled to file any necessary responsive or defensive
pleadings in opposition to any motion, claim, adversary proceeding or other
pleadings (A) in order to prevent any Person from seeking to foreclose on the
Collateral or supersede the Non-Lender Secured


 


 


37

















 


Parties’
claim thereto or (B) in opposition to any motion, claim, adversary proceeding
or other pleading made by any Person objecting to or otherwise seeking the
disallowance of the claims of the Non-Lender Secured Parties.


 


(d)          
Each Non-Lender Secured Party, by its acceptance of the benefit of this
Agreement, agrees that the Administrative Agent and the Lenders may deal with
the Collateral, including any exchange, taking or release of Collateral, may
change or increase the amount of the Borrower Obligations and/or the Guarantor
Obligations, and may release any Guarantor from its Obligations hereunder, all
without any liability or obligation (except as may be otherwise expressly
provided herein) to the Non-Lender Secured Parties.


 


8.2 Appointment of Agent.  Each
Non-Lender Secured Party, by its acceptance of the benefits of this Agreement
and the other Security Documents, shall be deemed irrevocably to make,
constitute and appoint the Administrative Agent, as agent under the Credit
Agreement (and all officers, employees or agents designated by the
Administrative Agent) as such Person’s true and lawful agent and
attorney-in-fact, and in such capacity, the Administrative Agent shall have the
right, with power of substitution for the Non-Lender Secured Parties and in
each such Person’s name or otherwise, to effectuate any sale, transfer or other
disposition of the Collateral.  It is understood and agreed that the
appointment of the Administrative Agent as the agent and attorney-in-fact of
the Non-Lender Secured Parties for the purposes set forth herein is coupled
with an interest and is irrevocable.


 


8.3 Waiver of Claims.  To the maximum
extent permitted by law, each Non-Lender Secured Party waives any claim it
might have against the Administrative Agent or the Lenders with respect to, or
arising out of, any action or failure to act or any error of judgment,
negligence, or mistake or oversight whatsoever on the part of the
Administrative Agent or the Lenders or their respective directors, officers,
employees or agents with respect to any exercise of rights or remedies under
the Loan Documents or any transaction relating to the Collateral (including,
without limitation, any such exercise described in subsection 8.1(b) above), except
for any such action or failure to act which constitutes willful misconduct or
gross negligence of such Person.  Neither the Administrative Agent nor any
Lender nor any of their respective directors, officers, 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 Holding, any
Subsidiary of Holding, any Non-Lender Secured Party or any other Person or to
take any other action or forbear from doing so whatsoever with regard to the
Collateral or any part thereof, except for any such action or failure to act
which constitutes willful misconduct or gross negligence of such Person.


 


SECTION 9 
MISCELLANEOUS


 


9.1 Amendments in Writing.  None
of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
each affected Granting Party and the Administrative Agent, provided that
(a) any provision of this Agreement imposing obligations on any Granting Party
may be waived by the Administrative Agent in a written instrument executed by
the Administrative Agent and (b) notwithstanding anything to the contrary in subsection
11.1 of the Credit Agreement, no such waiver and no such amendment or
modification shall amend, modify or waive the definition of


 


 


38

















 


“Secured Party” or subsection 6.5 if such waiver,
amendment, or modification would adversely affect a Secured Party without the
written consent of each such affected Secured Party.


 


9.2 Notices.  All notices, requests and
demands to or upon the Administrative Agent or any Granting Party hereunder
shall be effected in the manner provided for in subsection 11.2 of the Credit
Agreement; provided that any such notice, request or demand to or upon
any Guarantor shall be addressed to such Guarantor at its notice address set
forth on Schedule 1, unless and until such Guarantor shall change such
address by notice to the Administrative Agent given in accordance with
subsection 11.2 of the Credit Agreement.


 


9.3 No Waiver by Course of Conduct;
Cumulative Remedies.  Neither the Administrative Agent nor any other
Secured Party shall by any act (except by a written instrument pursuant to
subsection 9.1), 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 Administrative 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 Administrative 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 which the Administrative 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.


 


9.4 Enforcement Expenses; Indemnification. 
(a) Each Guarantor jointly and severally agrees to pay or reimburse each
Secured Party and the Administrative Agent for all their respective reasonable
costs and expenses incurred in collecting against any Guarantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any
rights under this Agreement against such Guarantor and the other Loan Documents
to which such Guarantor is a party, including, without limitation, the
reasonable fees and disbursements of counsel to the Secured Parties and the
Administrative Agent.


 


(b)          
Each Guarantor jointly and severally agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from, (x) any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other similar taxes which may be payable or determined
to be payable with respect to any of the Security Collateral or in connection
with any of the transactions contemplated by this Agreement and (y) any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Agreement (collectively, the “indemnified liabilities”), in each
case to the extent the Parent Borrower would be required to do so pursuant to
subsection 11.5 of the Credit Agreement, and in any event excluding any taxes
or other indemnified liabilities arising from gross negligence or willful
misconduct of the Administrative Agent or any Secured Party.


 


 


39

















 


(c)          
The agreements in this subsection 9.4 shall survive repayment of the
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.


 


9.5 Successors and Assigns. 
This Agreement shall be binding upon and shall inure to the benefit of the
Granting Parties, the Administrative Agent and the Secured Parties and their
respective successors and assigns; provided that no Granting Party may
assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Administrative Agent.


 


9.6 Set-Off.  Each Guarantor hereby
irrevocably authorizes the Administrative Agent and each other Secured Party at
any time and from time to time without notice to such Guarantor, any other
Guarantor or any of the Borrowers, any such notice being expressly waived by
each Guarantor and by each Borrower, to the extent permitted by applicable law,
upon the occurrence and during the continuance of an Event of Default under
subsection 9(a) of the Credit Agreement so long as any amount remains unpaid
after it becomes due and payable by such Guarantor hereunder, to set-off and
appropriate and apply against any such amount any and all deposits (general or
special, time or demand, provisional or final) (other than the Collateral
Proceeds Account), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such other Secured Party to or for the credit or the
account of such Guarantor, or any part thereof in such amounts as the
Administrative Agent or such other Secured Party may elect.  The
Administrative Agent and each other Secured Party shall notify such Guarantor
promptly of any such set-off and the application made by the Administrative
Agent or such other Secured Party of the proceeds thereof; provided that
the failure to give such notice shall not affect the validity of such set-off
and application.  The rights of the Administrative Agent and each other
Secured Party under this subsection 9.6 are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which the
Administrative Agent or such other Secured Party may have.


 


9.7 Counterparts.  This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


9.8 Severability.  Any provision of this
Agreement which 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; provided
that, with respect to any Pledged Stock issued by a Foreign Subsidiary, all
rights, powers and remedies provided in this Agreement may be exercised only to
the extent that they do not violate any provision of any law, rule or
regulation of any Governmental Authority applicable to any such Pledged Stock
or affecting the legality, validity or enforceability of any of the provisions
of this Agreement against the Pledgor (such laws, rules or regulations, “Applicable
Law”) and are intended to be limited to the extent necessary so that they
will not render this Agreement invalid, unenforceable or not entitled to be
recorded, registered or filed under the provisions of any Applicable Law.


 


 


40

















 


9.9 Section Headings.  The Section
headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


9.10 Integration.  This Agreement and the
other Loan Documents represent the entire agreement of the Granting Parties,
the Administrative Agent and the other Secured Parties with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Granting Parties, the Administrative Agent or any other
Secured Party relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.


 


9.11 GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


9.12 Submission To Jurisdiction;
Waivers.  Each party hereto hereby irrevocably and unconditionally:


 


(a)          
submits for itself and its property in any legal action or proceeding relating
to this Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;


 


(b)          
consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)          
agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at its address referred
to in subsection 9.2 (or, in the case of any Foreign Subsidiary Borrower, as
specified in subsection 11.13(b) of the Credit Agreement) or at such other
address of which the Administrative Agent (in the case of any other party
hereto) or the Parent Borrower (in the case of the Administrative Agent) shall
have been notified pursuant thereto;


 


(d)          
agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and


 


(e)          
waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section
any punitive damages.


 


9.13
Acknowledgments.  Each
Guarantor hereby acknowledges that:


 


 


41

















 


(a)          
it has been advised by counsel in the negotiation, execution and delivery of
this Agreement and the other Loan Documents to which it is a party;


 


(b)          
neither the Administrative Agent nor any other Secured Party has any fiduciary
relationship with or duty to any Guarantor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Guarantors, on the one hand, and the Administrative Agent and the Secured
Parties, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and


 


(c)          
no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Secured
Parties or among the Guarantors and the Secured Parties.


 


9.14 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


9.15 Additional Granting Parties. 
Each new Subsidiary of the Parent Borrower that is required to become a party
to this Agreement pursuant to subsection 7.9(b) of the Credit Agreement shall
become a Granting Party for all purposes of this Agreement upon execution and
delivery by such Subsidiary of an Assumption Agreement in the form of Annex 2
hereto.  Each existing Granting Party that is required to become a Pledgor
with respect to Capital Stock of any new Subsidiary of the Parent Borrower
pursuant to subsection 7.9(b) of the Credit Agreement shall become a Pledgor
with respect thereto upon execution and delivery by such Granting Party of a
Supplemental Agreement in the form of Annex 2 hereto.


 


9.16 Releases.  (a)  At such time as
the Loans, the Reimbursement Obligations and the other Obligations (other than
any Obligations owing to a Non-Lender Secured Party in respect of the provision
of cash management services) then due and owing shall have been paid in full,
the Commitments have been terminated and no Letters of Credit shall be
outstanding, all Security Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and each
Granting Party hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party, and all rights to the
Security Collateral shall revert to the Granting Parties.  At the request
and sole expense of any Granting Party following any such termination, the
Administrative Agent shall deliver to such Granting Party any Security
Collateral held by the Administrative Agent hereunder, and execute and deliver
to such Granting Party such documents (including without limitation UCC
termination statements) as such Granting Party shall reasonably request to
evidence such termination.


 


(b)          
In connection with any sale or other disposition of Security Collateral
permitted by the Credit Agreement (other than any sale or disposition to
another Grantor), the Lien pursuant to this Agreement on such sold or disposed
of Security Collateral shall be automatically released.  In connection
with the sale or other disposition of all of the Capital Stock of any Guarantor
(other than to Holding, the Parent Borrower or a Subsidiary of either) or the
sale or other disposition of Security Collateral (other than a sale or
disposition to another


 


 


42

















 


Grantor)
permitted under the Credit Agreement, the Administrative Agent shall, upon
receipt from the Parent Borrower of a written request for the release of such
Guarantor from its Guarantee or the release of the Security Collateral subject
to such sale or other disposition, identifying such Guarantor or the relevant
Security Collateral 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 Parent Borrower stating that
such transaction is in compliance with the Credit Agreement and the other Loan
Documents, execute and deliver to the relevant Granting Party (at the sole cost
and expense of such Granting Party) all releases or other documents (including
without limitation UCC termination statements) necessary or reasonably
desirable for the release of such Guarantee or the Liens created hereby on such
Security Collateral, as applicable, as such Granting Party may reasonably
request.


 


9.17 Judgment.  (a)  If for the purpose
of obtaining judgment in any court it is necessary to convert a sum due
hereunder in one currency into another currency, the parties hereto agree, to
the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding the day on which final judgment is given.


 


(b)          
The obligations of any Guarantor in respect of this Agreement to the
Administrative Agent, for the benefit of each holder of Secured Obligations,
shall, notwithstanding any judgment in a currency (the “judgment currency”)
other than the currency in which the sum originally due to such holder is
denominated (the “original currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent of any
sum adjudged to be so due in the judgment currency the Administrative Agent may
in accordance with normal banking procedures purchase the original currency
with the judgment currency; if the amount of the original currency so purchased
is less than the sum originally due to such holder in the original currency,
such Guarantor agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent, for the benefit of such
holder, against such loss, and if the amount of the original currency so
purchased exceeds the sum originally due to the Administrative Agent, the
Administrative Agent agrees to remit to such Parent Borrower, such
excess.  This covenant shall survive the termination of this Agreement and
payment of the Obligations and all other amounts payable hereunder.


 


[Remainder
of page left blank intentionally; Signature page to follow.]


 


 


43

















 


IN WITNESS WHEREOF, each
of the undersigned has caused this Guarantee and Collateral Agreement to be
duly executed and delivered as of the date first above written.


 


 


	
   

  	
  CDRV HOLDINGS, INC.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD J. SCHNALL

  	
   

  
	
   

  	
   

  	
  Name: Richard J.
  Schnall

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  CDRV ACQUISITION
  CORPORATION

  
	
   

  	
  (the rights and
  obligations of which hereunder

  
	
   

  	
  are to be assumed by
  VWR INTERNATIONAL, INC.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD J. SCHNALL

  	
   

  
	
   

  	
   

  	
  Name: Richard J.
  Schnall

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  VWR, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEBORAH A. CORR

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Corr

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC KIT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEBORAH A. CORR

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Corr

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
  WARD’S NATURAL SCIENCE
  ESTABLISHMENT, INC.

  
	
   

  	
  (formerly known as KDI
  WARD’S NATURAL SCIENCE

  
	
   

  	
  ESTABLISHMENT, INC.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEBORAH A. CORR

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Corr

  
	
   

  	
   

  	
  Title: Secretary

  



 


 


44

















 




	
  Acknowledged and Agreed
  to as

  	
   

  	
   

  
	
  of the date hereof by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK AG, NEW
  YORK BRANCH,

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ DIANE F. ROLFE

  	
   

  	
   

  
	
   

  	
  Name: Diane F. Rolfe

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  






 


 


45