EX-10.2






Exhibit 10.2




SECURITY AGREEMENT




THIS SECURITY AGREEMENT, dated as of November 14, 2008, is entered into by and among
VALUECLICK, INC., a Delaware corporation (the “Borrower”), HI-SPEED MEDIA, INC., a
California corporation (“HSM”), WEB MARKETING HOLDINGS, LLC, a Delaware limited liability
company (“Web Marketing”), WEB CLIENTS, LLC, a Delaware limited liability company (“Web
Clients”), I-DEAL DIRECT INTERACTIVE, LLC, a Pennsylvania limited liability company
(“I-Deal”), MEZI MEDIA, INC., a California corporation (“Mezi”), SEARCH123.COM
INC., a California corporation (“Search123”), MEDIAPLEX, INC., a Delaware corporation
(“Mediaplex”), BE FREE, INC., a Delaware corporation (“Be Free”), COMMISSION
JUNCTION, INC., a Delaware corporation (“Commission Junction”), each of the other entities
which becomes a party hereto pursuant to Section 10.15 hereof (each of the foregoing,
including the Borrower, HSM, Web Marketing, Web Clients, I-Deal, Mezi, Search123, Mediaplex, Be
Free, and Commission Junction, a “Grantor” and collectively, the “Grantors”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the
“Administrative Agent”) for the financial institutions which are from time to time parties
to the Credit Agreement referred to in Recital A below (collectively, the
“Lenders”) and as collateral agent for any Affiliate of a Lender party to a Lender Rate
Contract (as defined in the Credit Agreement referred to below) or providing Lender Bank Products
(as defined in the Credit Agreement referred to below).



RECITALS




A Pursuant to that certain Credit Agreement, dated as of even date herewith (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the Lenders and the Administrative Agent, the Lenders have agreed to extend
loans and other financial accommodations to the Borrower upon the terms and subject to the
conditions set forth therein.



B. The Lenders’ obligations to extend loans and other financial accommodations to the Borrower
under the Credit Agreement are subject, among other conditions, to receipt by the Administrative
Agent of this Security Agreement duly executed by the Grantors.



C. Each Grantor (other than the Borrower) is or shall become a party to that certain Guaranty
Agreement dated as of even date herewith in connection with the Credit Agreement. Each Grantor
(other than the Borrower) has obtained and will continue to obtain working capital and loans needed
for its operations from the Borrower, and the Borrower will obtain funds to provide and lend to the
Grantors (other than the Borrower) from the Lenders under the Credit Agreement. In addition, the
Grantors (other than the Borrower) expect to realize direct and indirect benefits as the result of
the availability of the aforementioned credit facilities to the Borrower and as the result of
financial or business support which will be provided to the Grantors (other than the Borrower) by
the Borrower.



AGREEMENT




NOW, THEREFORE, in consideration of the above recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each of the Grantors
hereby agrees with the Administrative Agent, for itself and for the ratable benefit of the
Administrative Agent, the Lenders, and any Affiliate of a Lender party to a Lender Rate Contract or
providing Lender Bank Products as follows:



SECTION 1. Definitions and Interpretation. When used in this Security Agreement, the
following terms shall have the following respective meanings:



“Account” means any “account,” as such term is defined in Section 9-102(a)(2) of the
UCC (or any other then applicable provision of the UCC) and, in any event, shall include, without
limitation, all accounts receivable, book debts and other forms of obligations (other than forms of
obligations evidenced by Chattel Paper, Documents or Instruments) now owned or hereafter received
or acquired by or belonging or owing to any Grantor (including, without limitation, under any trade
name, style or division thereof) whether arising out of goods sold or services rendered by such
Grantor or from any other transaction, whether or not the same involves the sale of goods or
services by such Grantor (including, without limitation, any such obligation which may be
characterized as an account or contract right under the UCC) and all of any Grantor’s rights in, to
and under all purchase orders or receipts now owned or hereafter acquired by it for goods or
services, and all of any Grantor’s rights to any goods represented by any of the foregoing
(including, without limitation, unpaid seller’s rights of rescission, replevin, reclamation and
stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or
to become due to any Grantor under all purchase orders and contracts for the sale of goods or the
performance of services or both by any Grantor (whether or not yet earned by performance on the
part of such Grantor or in connection with any other transaction), now in existence or hereafter
occurring, including, without limitation, the right to receive the proceeds of said purchase orders
and contracts, and all collateral security and guarantees of any kind given by any Person with
respect to any of the foregoing.



“Account Debtor” means any “account debtor,” as such term is defined in
Section 9-102(a)(3) of the UCC (or any other then applicable provision of the UCC).



“Chattel Paper” means any “chattel paper,” as such term is defined in
Section 9-102(a)(11) of the UCC (or any other then applicable provision of the UCC), including,
without limitation, electronic chattel paper and tangible chattel paper.



“Collateral” shall have the meaning assigned to such term in Section 2 of this
Security Agreement.



“Commercial Tort Claim” means any “commercial tort claim,” as such term is defined in
Section 9-102(a)(13) of the UCC (or any other then applicable provision of the UCC).



“Contracts” means all contracts, undertakings, franchise agreements or other
agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under
which any Grantor may now or hereafter have any right, title or interest, including, without
limitation, with respect to an Account, any agreement relating to the terms of payment or the terms
of performance thereof.



“Deposit Account” means any “deposit account” as such term is defined in
Section 9-102(a)(29) of the UCC (or any other then applicable provision of the UCC), and should
include, without limitation, any demand, time, savings passbook or like account, now or hereafter
maintained by or for the benefit of any Grantor, or in which any Grantor now holds or hereafter
acquires any interest, with a bank, savings and loan association, credit union or like organization
(including the Administrative Agent) and all funds and amounts therein, whether or not restricted
or designated for a particular purpose.



“Documents” means any “documents,” as such term is defined in Section 9-102(a)(30) of
the UCC (or any other then applicable provision of the UCC).



“Electronic Chattel Paper” means any “electronic chattel paper” as such term is
defined in Section 9-102(a)(31) of the UCC (or any other then applicable provision of the UCC).



“Equipment” means any “equipment,” as such term is defined in Section 9-102(a)(33) of
the UCC (or any other then applicable provision of the UCC), now or hereafter owned or acquired by
any Grantor or in which any Grantor now holds or hereafter acquires any interest and, in any event,
shall include, without limitation, all machinery, equipment, fixtures, furniture, furnishings,
trade fixtures, vehicles, trucks, mainframe, personal and other computers, terminals and printers
and related components and accessories, all copiers, telephonic, video, electronic data-processing,
data storage equipment and other equipment of any nature whatsoever, and any and all additions,
substitutions and replacements of any of the foregoing, wherever located, together with all
attachments, components, parts, equipment and accessories installed thereon or affixed thereto.



“General Intangible” means any “general intangible,” as such term is defined in
Section 9-102(a)(42) of the UCC (or any other then applicable provision of the UCC) and, in any
event, shall include, without limitation, all right, title and interest which any Grantor may now
or hereafter have in or under any Contract, all customer lists, all proprietary or confidential
information, inventions (whether or not patented or patentable), interests in partnerships, joint
ventures and other business associations, permits, books and records, goodwill, claims in or under
insurance policies, including unearned premiums, Payment Intangibles, Software, uncertificated
securities, cash and other forms of money or currency, rights to receive tax refunds and other
payments and rights of indemnification.



“Instruments” means any “instrument,” as such term is defined in Section 9-102(a)(47)
of the UCC (or any other then applicable provision of the UCC) including, without limitation, all
notes, certificated securities and all other evidences of indebtedness, other than instruments that
constitute, or are a part of a group of writings that constitute, Chattel Paper.



“Inventory” means any “inventory,” as such term is defined in Section 9-102(a)(48) of
the UCC (or any other then applicable provision of the UCC), wherever located, now or hereafter
owned or acquired by any Grantor or in which any Grantor now holds or hereafter acquires any
interest, and, in any event, shall include, without limitation, all inventory, goods and other
personal property which are held by or on behalf of any Grantor for sale or lease or are furnished
or are to be furnished under a contract of service or which constitute raw materials, work in
process or materials used or consumed or to be used or consumed in any Grantor’s business, or the
processing, packaging, promotion, delivery or shipping of the same, and all finished goods whether
or not such inventory is listed on any schedules, assignments or reports furnished to the
Administrative Agent from time to time and whether or not the same is in transit or in the
constructive, actual or exclusive occupancy or possession of any Grantor or is held by any Grantor
or by others for any Grantor’s account, including, without limitation, all goods covered by
purchase orders and contracts with suppliers and all goods billed and held by suppliers and all
inventory of any Grantor which may be located on the premises of any Grantor or of any carriers,
forwarding agents, truckers, warehousemen, vendors, selling agents or other persons.



“Investment Property” means any “investment property,” as such term is defined in
Section 9-102(a)(49) of the UCC (or any other then applicable provision of the UCC) and shall
include, without limitation, all certificated securities (including, without limitation, those
listed on Schedule I), uncertificated securities, security entitlements, Securities
Accounts, commodity contracts and commodity accounts as each such term is defined in the UCC.



“Letter-of-Credit Right” means “letter-of-credit right,” as such term is defined in
Section 9-102(a)(51) of the UCC (or any other then applicable provision of the UCC).



“Payment Intangible” means “payment intangible,” as such term is defined in
Section 9-102(a)(61) of the UCC (or any other then applicable provision of the UCC).



“Pledged Collateral” means, collectively, the notes, the stock, partnership interests,
limited liability company interests, and all other Investment Property of any Grantor, all
certificates or other instruments representing any of the foregoing, all security entitlements of
any Grantor in respect of any of the foregoing, all dividends, interest distributions, cash,
warrants, rights, instruments and other property or Proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the foregoing.



“Proceeds” means “proceeds,” as such term is defined in Section 9-102(a)(64) of the
UCC (or any other then applicable provision of the UCC), and, in any event, shall include, without
limitation, (a) any and all Accounts, Chattel Paper, Instruments, cash or other forms of money or
currency or other proceeds payable to any Grantor from time to time in respect of the Collateral,
(b) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Grantor
from time to time with respect to any of the Collateral, (c) any and all payments (in any form
whatsoever) made or due and payable to any Grantor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral
by any governmental authority (or any Person acting under color of governmental authority), (d) all
certificates, dividends, cash, Instruments and other property received or distributed in respect of
or in exchange for any Investment Property, and (e) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.



“Secured Obligations” shall mean and include (a) in the case of the Borrower, the
Obligations (as defined in the Credit Agreement) and (b) in the case of each other Grantor, all
liabilities and obligations, howsoever arising, owed by such Grantor to the Administrative Agent,
any Lender or any Affiliate of a Lender party to a Lender Rate Contract or providing Lender Bank
Products of every kind and description (whether or not evidenced by any note or instrument and
whether or not for the payment of money), direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising, in each case, pursuant to the terms of the Guaranty
or any of the other Credit Documents to which such Grantor is a party, including without limitation
all interest (including interest that accrues after the commencement of any bankruptcy or other
insolvency proceeding by or against such Grantor, whether or not allowed or allowable), fees,
charges, expenses, attorneys’ fees and accountants’ fees chargeable to and payable by the Grantor
hereunder and thereunder.



“Securities Account” means “securities account,” as such term is defined in
Section 8501(a) of the UCC (or any other then applicable provision of the UCC).



“Security Agreement” means this Security Agreement and all exhibits and schedules
hereto, as the same may from time to time be amended, modified, supplemented or restated.



“Software” means “software,” as such term is defined in Section 9-102(a)(75) of the
UCC (or any other then applicable provision of the UCC).



“Supporting Obligation” means “supporting obligation,” as such term is defined in
Section 9-102(a)(77) of the UCC (or any other then applicable provision of the UCC).



“UCC” means the Uniform Commercial Code as the same may, from time to time, be in
effect in the State of New York; provided, however, in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection or priority of the
Administrative Agent’s security interest in any collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection of priority and for purposes of definitions related
to such provisions.



Unless otherwise defined herein, all other capitalized terms used herein and defined in the
Credit Agreement shall have the respective meanings given to those terms in the Credit Agreement,
and all terms defined in the UCC shall have the respective meanings given to those terms in the
UCC. The rules of interpretation set forth in Article I of the Credit Agreement shall, to the
extent not inconsistent with the terms of this Security Agreement, apply to this Security Agreement
and are hereby incorporated by reference.



SECTION 2. Grant of Security Interest. Each Grantor hereby pledges and grants to the
Administrative Agent for itself and for the benefit of the Lenders and any Affiliate of a Lender
party to a Lender Rate Contract or providing Lender Bank Products, as security for the full,
prompt, complete and final payment when due (whether at stated maturity, by acceleration or
otherwise) and prompt performance and observance of all of the Secured Obligations of such Grantor,
and in order to induce the Administrative Agent and the Lenders to enter into the Credit Agreement
and the other Credit Documents and to make loans and other financial accommodations available to
and for the benefit of the Borrower upon the terms and subject to the conditions thereof, a
security interest in and to all of such Grantor’s right, title and interest in, to and under each
of the following, whether now owned or hereafter acquired by such Grantor or in which such Grantor
now holds or hereafter acquires any interest (all of which being hereinafter collectively called
the “Collateral”):



(a) All Accounts;



(b) All Chattel Paper;



(c) All Commercial Tort Claims;



(d) All Contracts;



(e) All Deposit Accounts;



(f) All Documents;



(g) All Equipment;



(h) All General Intangibles;



(i) All Instruments;



(j) All Inventory;



(k) All Investment Property;



(l) All Pledged Collateral;



(m) All Letter-of-Credit Rights;



(n) All Supporting Obligations;



(o) All property of such Grantor held by the Administrative Agent or any Lender, or any other
party for whom the Administrative Agent or any Lender is acting as agent hereunder, including,
without limitation, all property of every description now or hereafter in the possession or custody
of or in transit to the Administrative Agent, any Lender or such other party, for any purpose,
including, without limitation, safekeeping, collection or pledge, for the account of such Grantor,
or as to which such Grantor may have any right or power;



(p) All other goods and personal property of such Grantor whether tangible or intangible and
whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such
Grantor and wherever located; and



(q) To the extent not otherwise included, all Proceeds of each of the foregoing and all
accessions to, substitutions and replacements for, and rents, profits and products of each of the
foregoing;



provided, however, that the Collateral shall not include:



(i) any Excluded Assets or any Margin Stock; or



(ii) any Equity Securities in any Foreign Subsidiary or other foreign corporation owned or
otherwise held thereby which, when aggregated with all of the other Equity Securities in such
Foreign Subsidiary or other foreign corporation pledged by the Grantors, would result in more than
65% of the Equity Securities in such Foreign Subsidiary or other foreign corporation entitled to
vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC)
(the “Voting Equity Interests”) (on a fully diluted basis) being pledged to the
Administrative Agent, on behalf of itself and the Lenders and any Affiliate of a Lender party to a
Lender Rate Contract or providing Lender Bank Products, under this Security Agreement and the other
Credit Documents (although all of the Equity Securities in such Foreign Subsidiary or other foreign
corporation not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)
promulgated under the IRC) (the “Non-Voting Equity Interests”) shall be Collateral
hereunder); provided, further, that, if, as a result of any change in the tax laws
of the United States of America after the date of this Security Agreement, the pledge by the
Grantors of any additional Equity Securities in any such Foreign Subsidiary to the Administrative
Agent, on behalf of itself and the Lenders, under this Security Agreement or any of the other
Credit Documents could not reasonably be expected to result in an increase in the aggregate net
consolidated tax liabilities of the Grantors, then, promptly after the change in such laws and
written request by the Administrative Agent, all such additional Equity Securities shall be so
pledged under this Security Agreement or such other Credit Document, as applicable.



SECTION 3. Rights of the Administrative Agent; Collection of Accounts.



(a) The Administrative Agent shall not have any obligation or liability under any Contract by
reason of or arising out of this Security Agreement or the granting to the Administrative Agent of
a security interest therein or the receipt by the Administrative Agent of any payment relating to
any Contract pursuant hereto, nor shall the Administrative Agent be required or obligated in any
manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any
Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any
payment received by it or the sufficiency of any performance by any party under any Contract, or to
present or file any claim, or to take any action to collect or enforce any performance or the
payment of any amounts which may have been assigned to it or to which it may be entitled at any
time or times.



(b) The Administrative Agent authorizes each Grantor to collect the respective Accounts of
such Grantor, provided, that the Administrative Agent may, upon the occurrence and during
the continuation of any Event of Default and without notice, limit or terminate said authority at
any time. If required by the Administrative Agent at any time during the continuation of any Event
of Default, any Proceeds, when first collected by a Grantor, received in payment of such Account or
in payment for any of its Inventory or on account of any of its Contracts shall be promptly
deposited by such Grantor in precisely the form received (with all necessary endorsements) in a
special bank account maintained by the Administrative Agent subject to withdrawal by the
Administrative Agent only, as hereinafter provided, and until so turned over shall be deemed to be
held in trust by such Grantor for and as the Administrative Agent’s property, and shall not be
commingled with such Grantor’s other funds or properties. Such Proceeds, when deposited, shall
continue to be collateral security for all of the Secured Obligations and shall not constitute
payment thereof until applied as hereinafter provided. Upon the occurrence and during the
continuation of any Event of Default, the Administrative Agent may, in its sole discretion, apply
all or a part of the funds on deposit in said special account to the principal of or interest on or
both in respect of any of the Secured Obligations in accordance with the provisions of
Section 7(g), below, and any part of such funds which the Administrative Agent elects not
to so apply and deems not required to be held by the Administrative Agent as collateral security
for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the
Grantors. If an Event of Default has occurred and is continuing, at the request of the
Administrative Agent, each Grantor shall deliver to the Administrative Agent all original and other
documents evidencing, and relating to, the sale and delivery of such Inventory and each Grantor
shall deliver all original and other documents evidencing and relating to, the performance of labor
or service which created such Accounts, including, without limitation, all original orders,
invoices and shipping receipts.



(c) The Administrative Agent may at any time, upon the occurrence and during the continuation
of any Event of Default, without consent from any Grantor, notify Account Debtors of any Grantor,
parties to the Contracts of any Grantor, obligors in respect of Instruments of any Grantor and
obligors in respect of Chattel Paper of any Grantor that the Accounts and the right, title and
interest of any Grantor in and under such Contracts, Instruments, and Chattel Paper have been
assigned to the Administrative Agent, and that payments shall be made directly to the
Administrative Agent. Upon the request of the Administrative Agent, each Grantor shall so notify
such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and
obligors in respect of such Chattel Paper. Upon the occurrence and during the continuation of an
Event of Default, the Administrative Agent may communicate with such Account Debtors, parties to
such Contracts, obligors in respect of such Instruments and obligors in respect of such Chattel
Paper to verify with such parties, to the Administrative Agent’s satisfaction, the existence,
amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.



SECTION 4. Representations and Warranties. Each Grantor hereby represents and
warrants to the Administrative Agent and the Lenders that:



(a) Such Grantor is the sole legal and equitable owner of each item of the Collateral in which
it purports to grant a security interest hereunder, having good and merchantable title or rights
thereto free and clear of any and all Liens, except for the Permitted Liens.



(b) No effective security agreement, financing statement, equivalent security or lien
instrument or continuation statement covering all or any part of the Collateral exists, except such
as may have been filed by such Grantor in favor of the Administrative Agent pursuant to this
Security Agreement or such as relate to other Permitted Liens.



(c) This Security Agreement creates a legal and valid security interest on and in all of the
Collateral in which such Grantor now has rights, and when UCC-1 financing statements evidencing
such rights are communicated to the appropriate filing office along with the tendering of the
appropriate filing fee (or the filing office otherwise accepts such UCC-1 financing statements),
such rights shall constitute a valid, perfected security interest in such Collateral to the extent
such security interest can be perfected by filing under the UCC, free and clear of all liens,
except Permitted Liens.



(d) Each Grantor’s exact legal name as of the date hereof is set forth on Schedule V
attached hereto. Each Grantor was formed under the laws of jurisdiction of its formation as set
forth on Schedule V attached hereto. Each Grantor’s chief executive office, principal
place of business, and the place where each Grantor maintains records concerning the Collateral as
of the date hereof are set forth on Schedule V attached hereto. As of the date hereof, the
Collateral, other than Deposit Accounts and Investment Property held in Securities Accounts, is
presently located at the location(s) set forth on Schedule V attached hereto. No Grantor
shall remove or cause to be removed, except in the ordinary course of such Grantor’s business or in
connection with dispositions permitted under the Credit Agreement, the Collateral or the records
concerning the Collateral from those premises without prior written notice to the Administrative
Agent.



(e) As of the date hereof, all Chattel Paper, Instruments and certificated securities of each
Grantor included in the Collateral are set forth on Schedule I. Upon delivery of all originals of
each item set forth on Schedule I to the Administrative Agent all action necessary to protect and
perfect such security interest in each item set forth on Schedule I has been duly taken, or shall
be taken promptly after the Closing Date. All Letter-of-Credit Rights and Commercial Torts Claims
asserted in court or other appropriate forum of each Grantor existing as of the date hereof are set
forth on Schedule II. The security interest of the Administrative Agent in the Collateral
is prior in right and interest to all other liens, other than Permitted Liens, and is enforceable
as such against creditors of and purchasers from such Grantor. Each Grantor shall supplement
Schedule I and Schedule II from time to time within twenty (20) Business Days after
obtaining any additional Chattel Paper, Instruments, certificated securities, Letter-of-Credit
Rights or Commercial Tort Claims, as applicable, with a face value in excess of $100,000 and any
certificated securities of any Subsidiary of such Grantor (other than an Immaterial Subsidiary).



(f) The names and addresses of all financial institutions at which each Grantor maintains its
Deposit Accounts (other than De Minimis Accounts established after the date hereof) and the account
numbers and account names of such Deposit Accounts are listed on Schedule III. Each
Grantor shall supplement Schedule III from time to time within twenty (20) Business Days
after opening any additional Deposit Account or closing or changing the account number or account
name on any existing Deposit Account.



(g) The names and addresses of all institutions at which each Grantor maintains its Securities
Accounts and the account numbers and account names of such Securities Accounts are listed on
Schedule IV. Each Grantor shall supplement Schedule IV from time to time within
twenty (20) Business Days after opening any additional Securities Account or closing or changing
the account number or account name on any existing Securities Account.



(h) Such Grantor is the sole holder of record and the sole beneficial owner of all
certificated securities and uncertificated securities pledged to the Administrative Agent by such
Grantor under Section 2 of this Security Agreement, free and clear of any adverse claim, as
defined in Section 8102(a)(1) of the UCC (or any other then applicable provision of the UCC),
except for the lien created in favor of the Administrative Agent by this Security Agreement and the
other Credit Documents.



(i) No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or any other Person is required for the exercise by the Administrative Agent
of the voting or other rights provided for in this Security Agreement, except in connection with a
disposition of the Investment Property as may be required by governmental rules affecting the
offering and sale of securities generally.



(j) As of the date required to be delivered hereunder, each Grantor has delivered to
Administrative Agent, together with all necessary stock powers, endorsements, assignments and other
necessary instruments of transfer, the originals of all stock certificates, instruments, notes,
other certificated securities and all certificates, instruments and other writings evidencing the
same.



(k) All shares of the pledged Investment Property set forth on Schedule I are duly
authorized and validly issued, fully paid, and non-assessable, and constitute all (in the case of
Domestic Subsidiaries) or 65% (in the case of Foreign Subsidiaries) of the issued and outstanding
shares of capital stock of each issuer. As of the Closing Date, set forth in Schedule I
hereto is a true, complete and accurate list of all shares of stock issued by each Grantor’s
Subsidiaries and all other securities owned by such Grantor.



SECTION 5. Covenants. Each Grantor covenants and agrees with the Administrative Agent
that from and after the date of this Security Agreement and until the Secured Obligations have been
completely and finally paid in full (other than indemnity obligations that by their own terms
survive termination of the Credit Agreement):



5.1 Further Assurances; Pledge of Instruments. At any time and from time to time,
upon the written request of the Administrative Agent, and at the sole expense of the Grantors, each
Grantor shall promptly and duly execute and deliver any and all such further instruments and
documents and take such further action as the Administrative Agent may reasonably request to obtain
the full benefits of this Security Agreement and of the rights and powers herein granted.,
including, without limitation, (a) using its commercially reasonable efforts to secure all consents
and approvals necessary or appropriate for the grant of a security interest to the Administrative
Agent in any material Contract or License held by any Grantor or in which any Grantor has any
rights not heretofore assigned, (b) filing any financing statements, amendments or continuation
statements under the UCC with respect to the security interests granted hereby, (c) filing or
cooperating with the Administrative Agent in filing any forms or other documents required to be
filed with the United States Patent and Trademark Office, United States Copyright Office, or any
filings in any foreign jurisdiction or under any international treaty, required to secure or
protect the Administrative Agent’s interest in the Collateral, (d) transferring Collateral to the
Administrative Agent’s possession (if a security interest in such Collateral can be perfected and
free from an adverse claim only by possession; it being understood that stock of Immaterial
Subsidiaries is not required to be delivered hereunder), (e) filing financing statements as
consignor pursuant to Section 9-505 of the UCC (or any other then applicable provision of the UCC)
in such jurisdictions as any Grantor maintains Inventory on consignment, (f) using its
commercially reasonable efforts to obtain waivers of liens from landlords and mortgagees as
required pursuant to the Credit Agreement, (g) using its commercially reasonable efforts to obtain
written acknowledgements from consignees, warehouse and other bailees of the prior lien of the
Administrative Agent in and to the Collateral and that such third party is holding possession of
the Collateral for the benefit of the Administrative Agent, and (h) assisting the Administrative
Agent in obtaining control under the UCC with respect to any Collateral consisting of Deposit
Accounts (other than De Minimis Accounts), Investment Property (subject to the limitations set
forth in the Credit Agreement with respect to Equity Interests in Foreign Subsidiaries),
Letter-of-Credit Rights and Electronic Chattel Paper. Each Grantor also hereby authorizes the
Administrative Agent, to the extent not prohibited by applicable law, to file any such financing
statement, amendment or continuation statement (including consignment filings) without the
signatures of such Grantor. If any amount in excess of $100,000 payable under or in connection
with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other
than checks and notes received in the ordinary course of any Grantor’s business, shall be duly
endorsed in a manner reasonably satisfactory to the Administrative Agent and delivered to the
Administrative Agent promptly upon any Grantor’s receipt thereof.



5.2 Maintenance of Records. Each Grantor shall keep and maintain at such Grantor’s
own cost and expense reasonably satisfactory and complete records of the Collateral. If requested
by the Administrative Agent, all Chattel Paper shall be marked with the following legend: “This
writing and the obligations evidenced or secured hereby are subject to the security interest of
Wells Fargo Bank, National Association, as Administrative Agent, created by that certain Security
Agreement, dated as of November 14, 2008, in favor of Wells Fargo Bank, National Association, as
Administrative Agent, as the same may thereafter from time to time be amended, modified,
supplemented or restated.”



5.3 Indemnification. In any suit, proceeding or action brought by or against the
Administrative Agent or any Lender relating to any Collateral, including, without limitation, any
Account, Chattel Paper, Contract, General Intangible, Instrument or Document for any sum owing
thereunder, or to enforce any provision of any Account, Chattel Paper, Contract, General
Intangible, Instrument or Document, each Grantor shall jointly and severally indemnify and keep the
Administrative Agent harmless from and against all expense, loss or damage suffered by reason of
any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor
thereunder arising out of a breach by any Grantor of any obligation thereunder or arising out of
any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor
or its successors from any Grantor, except to the extent determined by a final, non-appealable
judgment of a court of competent jurisdiction to have been caused by the gross negligence or
willful misconduct of the Administrative Agent or a breach by the Administrative Agent or any
Lender of its obligations under the Credit Documents, and all such obligations of the Grantors
shall be and remain enforceable against and only against the Grantors and shall not be enforceable
against the Administrative Agent.



5.4 Limitation on Liens on Collateral. No Grantor shall create, permit or suffer to
exist, and shall defend the Collateral against and take such other action as is necessary to
remove, any lien on the Collateral, except the Permitted Liens. Each Grantor shall, jointly and
severally, further defend the right, title and interest of the Administrative Agent in and to any
of any Grantor’s rights under the Chattel Paper, Contracts, Documents, General Intangibles,
Instruments and Investment Property and to the Equipment and Inventory and in and to the Proceeds
thereof against the claims and demands of all Persons whomsoever.



5.5 Limitations on Modifications of Accounts, Etc. Upon the occurrence and during the
continuation of any Event of Default, no Grantor shall, without the Administrative Agent’s prior
written consent, grant any extension of the time of payment of any of the Accounts, Chattel Paper,
Instruments or amounts due under any Contract or Document, compromise, compound or settle the same
for less than the full amount thereof, release, wholly or partly, any Person liable for the payment
thereof, or allow any credit or discount whatsoever thereon other than trade discounts, extensions,
settlements, other accommodations and rebates granted in the ordinary course of such Grantor’s
business.



5.6 Maintenance of Insurance. Each Grantor shall maintain with reputable insurance
companies, the insurance policies with coverage provisions as set forth in Section 5.01(d)
of the Credit Agreement.



5.7 Limitations on Disposition. Each Grantor shall keep the Collateral identifiable
from other property located on the same premises as the Collateral and no Grantor shall sell,
lease, license outside the ordinary course of its business, transfer or otherwise dispose of any of
the Collateral except as permitted by Section 5.02(c) of the Credit Agreement.



5.8 Further Identification of Collateral. Each Grantor shall, if so requested by the
Administrative Agent, furnish to the Administrative Agent, as often as the Administrative Agent
shall reasonably request, statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the Administrative Agent may
reasonably request, all in reasonable detail.



5.9 Notices. Each Grantor shall advise the Administrative Agent promptly, in
reasonable detail, of (a) any material lien, other than Permitted Liens, attaching to or asserted
against any of the Collateral, (b) any material change in the composition of the Collateral and
(c) the occurrence of any other event which could reasonably be expected to result in a Material
Adverse Effect with respect to the Collateral or on the security interest created hereunder.



5.10 Right of Inspection and Audit. Each Grantor shall permit the Administrative
Agent such rights of inspection and audit as provided in the Credit Agreement.



5.11 Continuous Perfection. No Grantor shall change its name in any manner unless
such Grantor shall have given the Administrative Agent at least thirty (30) days’ prior written
notice thereof and shall have taken all action (or made arrangements to take such action
substantially simultaneously with such change if it is impossible to take such action in advance)
necessary or reasonably requested by the Administrative Agent to amend such financing statement or
continuation statement so that it is not seriously misleading.



5.12 Authorizations with Respect to Financing Statements, etc. Each Grantor hereby
irrevocably authorizes the Administrative Agent at any time and from time to time to file in any
filing office in any UCC jurisdiction any initial financing statements and amendments thereto that
(i) indicate the Collateral (A) as “all assets” of such Grantor or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls within the scope of
Article 9 of the UCC of such jurisdiction, or (B) as being of an equal or lesser scope or with
greater detail, and (ii) contain any other information required by part 5 of Article 9 of the UCC
for the sufficiency or filing office acceptance of any financing statement or amendment, including
(A) whether such Grantor is an organization, the type of organization and any organization
identification number issued to such Grantor, and (B) in the case of a financing statement filed as
a fixture filing or indicating any Collateral as as-extracted collateral or timber to be cut, a
sufficient description of the real property to which such Collateral relates. Each Grantor agrees
to furnish any such information to the Administrative Agent promptly upon request. Each Grantor
also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction
any initial financing statements or amendments thereto if filed prior to the date hereof.



5.13 Terminations and Amendments Not Authorized. Each Grantor acknowledges that it is
not authorized to file any amendment or termination statement with respect to any financing
statement relating to any security interest granted hereunder without the prior written consent of
the Administrative Agent and agrees that it will not do so without the prior written consent of the
Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.



5.14 Pledged Collateral.



(a) Each Grantor shall deliver to the Administrative Agent, all certificates or Instruments
representing or evidencing any Pledged Collateral, whether now existing or hereafter acquired, in
suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s
endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all
in form and substance reasonably satisfactory to the Administrative Agent; provided that Grantors
shall not be required to deliver the capital stock of Immaterial Subsidiaries or Foreign
Subsidiaries not required to be delivered pursuant to Section 5.01(i) of the Credit
Agreement. The Administrative Agent shall have the right, after and during the continuation of an
Event of Default, in its sole discretion, with notice to the applicable Grantor, to transfer to or
to register in its name or in the name of its nominees any or all of the Pledged Collateral. The
Administrative Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller
or larger denominations.



(b) Except as provided in Section 7, each Grantor shall be entitled to receive all
cash dividends and cash distributions paid in respect of the Pledged Collateral to the extent
permitted to be paid by the Credit Agreement (other than liquidating or distributing dividends or
distributions) with respect to the Pledged Collateral.



(c) Except as provided in Section 7 and until receipt of the written notice referred
to in Section 7(a)(iii), such Grantor will be entitled to exercise all voting, consent and
corporate rights with respect to the Pledged Collateral; provided, however, that no vote shall be
cast, consent given or right exercised or other action taken by such Grantor which would be
inconsistent with or result in any violation of any provision of the Credit Agreement, this
Security Agreement, any other Credit Document.



(d) Except as permitted under the Credit Agreement, no Grantor shall grant control over any
Investment Property to any Person other than the Administrative Agent.



(e) In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees
to be bound by the terms of this Security Agreement relating to the Pledged Collateral issued by it
and will comply with such terms insofar as such terms are applicable to it and consents to such
pledge of such Pledged Collateral. In the case of each Grantor which is a partner in a
partnership, such Grantor hereby consents to the extent required by the applicable partnership
agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the pledged
partnership interests in such partnership and to the transfer of such pledged partnership interests
to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or
its nominee as a substituted partner in such partnership with all the rights, powers and duties of
a general partner or a limited partner, as the case may be. In the case of each Grantor which is a
member of a limited liability company, such Grantor hereby consents to the extent required by the
applicable limited liability company agreement to the pledge by each other Grantor, pursuant to the
terms hereof, of the pledged limited liability company interests in such limited liability company
and to the transfer of such pledged limited liability company interests to the Administrative Agent
or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted
member of the limited liability company with all the rights, powers and duties of a member of the
limited liability company in question.



SECTION 6. The Administrative Agent’s Appointment as Attorney-in-Fact.



(a) Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and
appoints the Administrative Agent, and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its own name, from time
to time at the Administrative Agent’s discretion, for the purpose of carrying out the terms of this
Security Agreement, to take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary or desirable to accomplish the purposes of this
Security Agreement and, without limiting the generality of the foregoing, hereby gives the
Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by
such Grantor to do the following:



(i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies
due or to become due under any Collateral and, in the name of such Grantor or in its own name to
take possession of, endorse and collect any checks, drafts, notes, acceptances or other Instruments
for the payment of monies due under any Collateral and to file any claim or to take or commence any
other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate
by the Administrative Agent for the purpose of collecting any and all such monies due under any
Collateral whenever payable;



(ii) to pay or discharge any liens, including, without limitation, any tax lien, levied or
placed on or threatened against the Collateral, to effect any repairs or any insurance called for
by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the
costs thereof, which actions shall be for the benefit of the Administrative Agent and not any
Grantor; and



(iii) to (1) direct any person liable for any payment under or in respect of any of the
Collateral to make payment of any and all monies due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct, (2) receive payment of any and
all monies, claims and other amounts due or to become due at any time arising out of or in respect
of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against Grantors, assignments, verifications and notices in
connection with Accounts and other Instruments and Documents constituting or relating to the
Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any
other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against
any Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, give such discharges or releases as the
Administrative Agent may deem appropriate, (7) sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and to do, at the
Administrative Agent’s option and the Grantors’ expense, at any time, or from time to time, all
acts and things which the Administrative Agent may reasonably deem necessary to protect, preserve
or realize upon the Collateral and the Administrative Agent’s security interest therein in order to
effect the intent of this Security Agreement, all as fully and effectively as Grantors might do.



(b) The Administrative Agent agrees that, except upon the occurrence and during the
continuation of an Event of Default, it shall not exercise the power of attorney or any rights
granted to the Administrative Agent pursuant to this Section 6. Each Grantor hereby
ratifies, to the extent not prohibited by applicable law, all that said attorney shall lawfully do
or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section
6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations
are completely and indefeasibly paid and performed in full.



(c) The powers conferred on the Administrative Agent hereunder are solely to protect the
Administrative Agent’s interests in the Collateral and shall not impose any duty upon the
Administrative Agent to exercise any such powers. Other than the exercise of reasonable care in
the custody and preservation of the Collateral while being held by the Administrative Agent
hereunder and to account for all proceeds thereof, the Administrative Agent shall have no duty as
to any Collateral, including any responsibility for (a) taking any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral or (b) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Investment Property, whether or not the Administrative Agent has or is
deemed to have knowledge of such matters. Without limiting the generality of the preceding
sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody
and preservation of any of the Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which the Administrative Agent accords its own property or if
it takes such action as any Grantor reasonably requests in writing at times other than upon the
occurrence and during the continuance of any Event of Default.; provided, however,
that failure of the Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care. The Administrative Agent shall be
accountable only for amounts that it actually receives as a result of the exercise of such powers
and neither it nor any of its officers, directors, employees, agents or representatives shall be
responsible to the Grantors for any act or failure to act, except for its own gross negligence or
willful misconduct as determined by a final, non-appealable judgment of a court of competent
jurisdiction.



(d) Each Grantor authorizes the Administrative Agent, at any time and from time to time upon
the occurrence and during the continuation of any Event of Default and after or concurrently with
the giving of notice of its intent to exercise its rights under this Section 6(d), to (i)
communicate in its own name with any party to any Contract with regard to the assignment of the
right, title and interest of any Grantor in and under the Contracts hereunder and other matters
relating thereto and (ii) execute, in connection with the sale of Collateral provided for in
Section 7, below, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral.



(e) If any Grantor fails to perform or comply with any of its agreements contained herein and
the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or
comply, or otherwise cause performance or compliance, with such agreement, the expenses, including
attorneys’ fees and costs, of the Administrative Agent incurred in connection with such performance
or compliance, shall be payable by the Grantors to the Administrative Agent within ten (10)
Business Days of demand and shall constitute Secured Obligations secured hereby.



SECTION 7. Rights and Remedies Upon Default.



(a) If any Event of Default shall occur and be continuing, the Administrative Agent may
exercise, in addition to all other rights and remedies granted to it under this Security Agreement,
the Credit Agreement, the other Credit Documents and under any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured
party under applicable law, including, without limitation, the UCC. Without limiting the
generality of the foregoing, each Grantor expressly agrees that in any such event the
Administrative Agent, without demand of performance or other demand, advertisement or notice of any
kind (except the notice specified below of time and place of public or private sale) to or upon the
Grantors or any other person (all and each of which demands, advertisements and notices are hereby
expressly waived to the maximum extent not prohibited by the UCC and other applicable law), shall
have the right to collect the Proceeds from all Collateral (including, without limitation,
dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover,
store, maintain, finish, repair, prepare for sale or lease, ship, advertise for sale or lease and
sell or lease (in the manner provided for herein) the Collateral, and in connection with
liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use
any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii)
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and
may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise
dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more
parcels at public or private sale or sales, at any exchange or broker’s board or at any of the
Administrative Agent’s offices or elsewhere on such commercially reasonable terms and in such
commercially reasonable manner as the Administrative Agent may determine, for cash or on credit or
for future delivery without assumption of any credit risk and (iii) after or concurrently with the
giving of written notice to the Borrower of its intent to exercise its rights under this
Section 7(a), exercise (A) all voting, consent, corporate and other rights pertaining to
the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of
the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or options pertaining to the
Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its
discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any issuer of securities
pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any
committee, depositary, transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability except to account for
property actually received by it, but the Administrative Agent shall have no duty to any Grantor to
exercise any such right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing. Each Grantor authorizes the Administrative Agent, on the terms set forth in
this Section 7, to enter the premises where the Collateral is located, to take possession
of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance,
charge, or lien which, in the opinion of the Administrative Agent, appears to be prior or superior
to its security interest. The Administrative Agent shall have the right upon any such public sale
or sales, and, to the extent not prohibited by applicable law, upon any such private sale or sales,
to purchase the whole or any part of said Collateral so sold, free of any right or equity of
redemption, which equity of redemption each Grantor hereby releases. The Administrative Agent may
sell the Collateral without giving any warranties as to the Collateral and may specifically
disclaim any warranties of title, which procedures shall not be considered to adversely affect the
commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it available to the
Administrative Agent at places which the Administrative Agent shall reasonably select, whether at
any Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale as provided in Section
7(g), below, and Grantors shall remain liable for any deficiency remaining unpaid after such
application, and only after so paying over such net proceeds and after the payment by the
Administrative Agent of any other amount required by any provision of law, including Section
9-608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need the
Administrative Agent account for the surplus, if any, to the Grantors. To the maximum extent not
prohibited by applicable law, each Grantor waives all claims, damages, and demands against the
Administrative Agent arising out of the repossession, retention or sale of the Collateral except
such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to
arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor
agrees that the Administrative Agent need not give more than ten (10) days’ prior written notice
(which notification shall be deemed given in accordance with the Credit Agreement) of the time and
place of any public sale or of the time after which a private sale may take place and that such
notice is reasonable notification of such matters. Grantors shall remain liable for any deficiency
if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to
which the Administrative Agent and the Lenders are entitled, and Grantors shall also be liable for
the attorneys’ fees or costs of any attorneys employed by the Administrative Agent to collect such
deficiency.



(b) As to any Collateral constituting certificated securities or uncertificated securities,
if, at any time when the Administrative Agent shall determine to exercise its right to sell the
whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as
amended (as so amended the “Act”), the Administrative Agent may, in its discretion (subject
only to applicable requirements of law), sell such Collateral or part thereof by private sale in
such manner and under such circumstances as the Administrative Agent may deem necessary or
advisable, but subject to the other requirements of this Section 7(b), and shall not be
required to effect such registration or cause the same to be effected. Without limiting the
generality of the foregoing, in any such event the Administrative Agent may, in its sole
discretion, (i) in accordance with applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of registering such Collateral or
part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a
single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for investment, and not
with a view to the distribution or sale of such Collateral or part thereof. In addition to a
private sale as provided above in this Section 7(b), if any of such Collateral shall not be
freely distributable to the public without registration under the Act at the time of any proposed
sale hereunder, then the Administrative Agent shall not be required to effect such registration or
cause the same to be effected but may, in its sole discretion (subject only to applicable
requirements of law), require that any sale hereunder (including a sale at auction) be conducted
subject to such restrictions as the Administrative Agent may, in its sole discretion, deem
necessary or appropriate in order that such sale (notwithstanding any failure so to register) may
be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of
creditors’ rights and the Act and all applicable state securities laws. In order to permit the
Administrative Agent to exercise the voting and other consensual rights which it may be entitled to
exercise pursuant hereto and to receive all dividends and other distributions which it may be
entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be
executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and
other instruments as the Administrative Agent may from time to time reasonably request and (ii)
without limiting the effect of clause (i) above, each Grantor hereby grants to the Administrative
Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all
other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be
entitled (including giving or withholding written consents of shareholders, partners or members, as
the case may be, calling special meetings of shareholders, partners or members, as the case may be,
and voting at such meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Collateral on the record books of
the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any
officer or agent thereof) during the continuance of an Event of Default and which proxy shall
terminate upon the earlier of the payment in full of the Secured Obligations or the cure of the
Event of Default. During the occurrence and continuation of any Event of Default, each Grantor
hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder
by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in
writing that (A) states that an Event of Default has occurred and is continuing and (B) is
otherwise in accordance with the terms of this Security Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected
in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Pledged Collateral directly to the Administrative Agent.



(c) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure
sale or otherwise, the Administrative Agent is hereby authorized to comply with any limitation or
restriction in connection with such sale as it may be advised by counsel is necessary in order to
avoid any violation of applicable law (including compliance with such procedures as may restrict
the number of prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications and restrict such prospective bidders and purchasers to
persons who will represent and agree that they are purchasing for their own account for investment
and not with a view to the distribution or resale of such Collateral), or in order to obtain any
required approval of the sale or of the purchaser by any governmental authority, and each Grantor
further agrees that such compliance shall not result in such sale being considered or deemed not to
have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable
nor accountable to any Grantor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.



(d) Each Grantor also agrees to pay all fees, costs and expenses of the Administrative Agent,
including, without limitation, attorneys’ fees and costs, incurred in connection with the
enforcement of any of its rights and remedies hereunder.



(e) Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum
extent not prohibited by applicable law) of any kind in connection with this Security Agreement or
any Collateral.



(f) Each Grantor agrees that a breach of any covenants contained in this Section 7
will cause irreparable injury to the Administrative Agent, that in such event the Administrative
Agent and would have no adequate remedy at law in respect of such breach and, as a consequence,
agrees that in such event each and every covenant contained in this Section 7 shall be
specifically enforceable against the Grantors, and each Grantor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants except for a
defense that the Secured Obligations are not then due and payable.



(g) The proceeds of any sale, disposition or other realization upon all or any part of the
Collateral shall be distributed by the Administrative Agent as set forth in the Credit Agreement.



SECTION 8. Limitation on the Administrative Agent’s Duty in Respect of Collateral.
The Administrative Agent shall be deemed to have acted reasonably in the custody, preservation and
disposition of any of the Collateral if it complies with the obligations of a secured party under
Section 9-207 of the UCC (or any other then applicable provision of the UCC).



SECTION 9. Reinstatement. This Security Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against any Grantor for
liquidation or reorganization, should any Grantor become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any significant part
of any Grantor’s property and assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.
In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned,
the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



SECTION 10. Miscellaneous.



10.1 Notices. Except as otherwise specified herein, all notices, requests, demands,
consents, instructions or other communications to or upon the Grantors (care of the Borrower) or
the Administrative Agent under this Security Agreement shall be given as provided in Section
8.01 of the Credit Agreement.



10.2 Partial Invalidity. If at any time any provision of this Security Agreement is
or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions of this Security
Agreement nor the legality, validity or enforceability of such provision under the law of any other
jurisdiction shall in any way be affected or impaired thereby.



10.3 Headings. The section headings and captions appearing in this Security Agreement
are included solely for convenience of reference and are not intended to affect the interpretation
of any provision of this Security Agreement.



10.4 No Waiver; Cumulative Remedies.



(a) The Administrative Agent shall not by any act, delay, omission or otherwise be deemed to
have waived any of its rights or remedies hereunder or under the Credit Agreement or the other
Credit Documents, nor shall any single or partial exercise of any right or remedy hereunder or
thereunder on any one or more occasions preclude the further exercise thereof or the exercise of
any other right or remedy under any of the Credit Documents.



(b) The rights and remedies hereunder provided or provided under the Credit Agreement or the
other Credit Documents are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights and remedies provided by law or by any of the other Credit Documents.



10.5 Time is of the Essence. Time is of the essence for the performance of each of
the terms and provisions of this Security Agreement.



10.6 Termination of this Security Agreement. Subject to Section 9, above,
this Security Agreement shall terminate upon the full, complete and final payment of the Secured
Obligations and the termination of the Revolving Loan Commitments under the Credit Agreement. Upon
(i) any sale, transfer or other disposition permitted by the Credit Documents or (ii) the
effectiveness of any written consent to the release of the security interest in any Collateral
pursuant to Section 8.04 of the Credit Agreement, the security interest in such Collateral shall be
automatically released. In addition, if any of the equity interests in any Grantor is sold,
transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Documents
and, immediately after giving effect thereto, such Grantor shall no longer be a Subsidiary, then
the Administrative Agent shall, at the expense of the Grantors, execute a release regarding such
Grantor’s obligations under this Security Agreement and the Collateral held by such Subsidiary. In
connection with any termination or release pursuant to this Section, the Administrative Agent shall
execute and deliver to the applicable Grantor, at Grantors’ cost and expense, all Uniform
Commercial Code termination statements, release statements and similar documents that such Grantor
may reasonably request to evidence such termination or release. Any execution and delivery of
documents pursuant to this Article shall be without recourse to or warranty by the Administrative
Agent or any other secured party.



10.7 Successors and Assigns. This Security Agreement and all obligations of the
Grantors hereunder shall be binding upon the successors and assigns of the Grantors, and shall,
together with the rights and remedies of the Administrative Agent hereunder, inure to the benefit
of the Administrative Agent, the Lenders, each Affiliate of a Lender party to a Lender Rate
Contract or providing Lender Bank Products and their respective successors and assigns; except that
no Grantor may assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender. Any assignment or transfer in
violation of the foregoing shall be null and void. The Lenders and the Administrative Agent may
disclose this Security Agreement as provided in the Credit Agreement.



10.8 Further Indemnification. Each Grantor, jointly and severally, agrees to pay, and
to save the Administrative Agent harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all excise, sales or other similar taxes which may be
payable or determined to be payable with respect to any of the Collateral or in connection with any
of the transactions contemplated by this Security Agreement.



10.9 Amendments, Etc. No amendment, modification, supplement, extension, termination
or waiver of any provision of this Security Agreement, no approval or consent thereunder, and no
consent to any departure by any Grantor therefrom, may in any event be effective unless in writing
signed by the Administrative Agent with the written approval of the Required Lenders, and then only
in the specific instance and for the specific purpose given and any such amendment, modification,
supplement, extension, termination or waiver shall be binding upon the Administrative Agent, each
holder of Secured Obligations and the Grantors; and, without the approval in writing of all the
Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective as
to the matters set forth in the Credit Agreement, including, without limitation, the release of any
Grantor.



10.10 ENTIRE AGREEMENT. THIS SECURITY AGREEMENT REPRESENTS THE COMPLETE AND FINAL
AGREEMENT AMONG THE GRANTORS AND THE ADMINISTRATIVE AGENT AND SUPERSEDES ALL PRIOR AGREEMENTS,
WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE GRANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS.



10.11 Governing Law. This Security Agreement shall be governed by, construed and
enforced in accordance with, the internal law of the State of New York without reference to
conflicts of law rules other than Section 5-1401 of the General Obligations Law of the State of New
York except that matters concerning the validity and perfection of a security interest shall be
governed by the conflict of law rules set forth in the UCC. Each Grantor hereby consents to the
application of New York civil law to the construction, interpretation and enforcement of this
Security Agreement, and to the application of New York civil law to the procedural aspects of any
suit, action or proceeding relating thereto, including, but not limited to, legal process,
execution of judgments and other legal remedies.



10.12 Counterparts. This Security Agreement may be executed in any number of
identical counterparts, any set of which signed by all the parties hereto shall be deemed to
constitute a complete, executed original for all purposes. Transmission by facsimile, “PDF” or
similar electronic format of an executed counterpart of this Security Agreement shall be deemed to
constitute due and sufficient delivery of such counterpart.



10.13 No Continuing Liability. Notwithstanding any provision of this Security
Agreement or any other Credit Document or any exercise by the Administrative Agent of any of its
rights hereunder or thereunder (including, without limitation, any right to collect or enforce any
Collateral), neither the Administrative Agent nor any Lender shall assume or be considered to have
assumed any liability to perform such obligations and duties or to enforce any of the Grantors’
rights in connection with the Collateral.



10.14 Additional Grantors. If, pursuant to the terms and conditions of the Credit
Agreement, the Borrower shall be required to cause any Domestic Subsidiary that is not a Grantor to
become a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a
Joinder Agreement in the form of Annex I and shall thereafter for all purposes be a party
hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing
Date and shall be deemed to have pledged and granted to the Administrative Agent for itself and for
the pro rata benefit of the Lenders and any Affiliate of a Lender party to a Lender Rate Contract
or providing Lender Bank Products the security interest described in such Joinder Agreement and
Section 2 hereof.



10.15 Additional Provisions. The Borrower hereby acknowledges and agrees that the
jury trial waiver, consent to jurisdiction and other provisions in Sections 8.09 and 8.12
of the Credit Agreement apply to this Security Agreement as to the Borrower and are incorporated
herein as though set forth in full. Each Grantor that is a Guarantor hereby acknowledges and
agrees that the jury trial waiver, consent to jurisdiction and other provisions in Sections
4.12 and 4.13 of the Guaranty apply to this Security Agreement as to the Guarantors and are
incorporated herein as though set forth in full.



[This Space Intentionally Left Blank]

1


IN WITNESS WHEREOF, the Grantors and the
Administrative Agent have caused this Security Agreement to be executed as of the day and year
first above written.




VALUECLICK, INC.,


a Delaware corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





HI-SPEED MEDIA, INC.,






a California corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





WEB MARKETING HOLDINGS, LLC,






a Delaware limited liability company




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





WEB CLIENTS, LLC






a Delaware limited liability company




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





I-DEAL DIRECT INTERACTIVE, LLC,






a Pennsylvania limited liability company




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





MEZI MEDIA, INC.






a California corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





SEARCH123.COM INC.






a California corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





MEDIAPLEX, INC.






a Delaware corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





BE FREE, INC.






a Delaware corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





COMMISSION JUNCTION, INC.






a Delaware corporation




By:  /s/ JOHN PITSTICK 

Name: John Pitstick

Title: CFO





WELLS FARGO BANK, NATIONAL ASSOCIATION, as




Administrative Agent



	 	 	 
	By: /s/ JAMIE RIGGS

	 

	Name:

	 	Jamie Riggs







2