Ex-10.4


 


EXECUTION VERSION


 


PLEDGE AND SECURITY AGREEMENT


 


THIS
PLEDGE AND SECURITY AGREEMENT dated as of September 30, 2010 (as it may be
amended, restated, supplemented and otherwise modified from time to time, this “Security
Agreement”), among Clopay Ames True Temper LLC, a Delaware limited
liability company (“Holdings”), Clopay Ames True Temper Holding Corp., a
Delaware corporation (the “Borrower”) and certain subsidiaries of the
Borrower listed on Schedule 1 hereto (together with Holdings and the
Borrower, the “Grantors”), and Goldman Sachs Lending Partners LLC (“GSLP”),
in its capacity as collateral agent (the “Collateral Agent”) for the
Secured Parties referred to below.


 


Notwithstanding
anything herein to the contrary, the lien and security interest granted
pursuant to this Security Agreement and the exercise of any right or remedy
hereunder are subject to the provisions of the Intercreditor Agreement dated as
of September 30, 2010 (as amended, restated, supplemented or otherwise
modified from time to time, the “Intercreditor Agreement”), among the
Borrower, Holdings, certain subsidiaries of the Borrower, the Term Loan
Representative (as defined therein) and the ABL Representative (as defined
therein).  In the event of any conflict
between the terms of the Intercreditor Agreement and this Security Agreement,
the terms of the Intercreditor Agreement shall govern and control.


 


PRELIMINARY STATEMENT


 


The
Grantors, GSLP, as the Administrative Agent and the Collateral Agent, and the
Lenders are entering into a Credit Agreement dated as of September 30,
2010 (as it may be amended or modified from time to time, the “Credit
Agreement”).  Each Grantor is
entering into this Security Agreement in order to induce the Lenders to enter
into and extend credit to the Borrower under the Credit Agreement and to secure
the Obligations that such Grantor has agreed to guarantee pursuant to
Section 7 of the Credit Agreement.


 


ACCORDINGLY,
the Grantors and the Collateral Agent, on behalf of the Secured Parties, hereby
agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1           Terms Defined in Credit Agreement.  All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.


 


1.2           Terms Defined in UCC.  Terms defined in the UCC which are not
otherwise defined in this Security Agreement or the Credit Agreement are used
herein as defined in the UCC.


 


1.3           Definitions of Certain Terms Used Herein.  As used in this Security Agreement, in
addition to the terms defined in the Preliminary Statement, the following terms
shall have the following meanings:


 


“ABL
Collateral” shall have the meaning set forth in the Intercreditor
Agreement.


 


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“ABL
Obligations Payment Date” shall have the meaning set forth in the
Intercreditor Agreement.


 


“Account
Debtor” means any Person obligated on an Account.


 


“Accounts”
shall have the meaning set forth in Article 9 of the UCC.


 


“Article”
means a numbered article of this Security Agreement, unless another document is
specifically referenced.


 


“Chattel
Paper” shall have the meaning set forth in Article 9 of the UCC.


 


“Closing
Date” means the date of the Credit Agreement.


 


“Collateral”
shall have the meaning set forth in Article II.


 


“Collateral
Access Agreement” means any landlord waiver or other agreement, in form and
substance reasonably satisfactory to the Collateral Agent, between the
Collateral Agent (and prior to the ABL Obligations Payment Date, the ABL
Representative) and any third party (including any bailee, consignee, customs
broker, or other similar Person) in possession of any Collateral or any
landlord of any Credit Party for any real property where any Collateral is
located, as such landlord waiver or other agreement may be amended, restated, or
otherwise modified from time to time.


 


“Collateral
Agent” means Goldman Sachs Lending Partners LLC, in its capacity as
Collateral Agent for the Secured Parties under the Credit Documents, and its
successors and assigns in such capacity as provided in Section 9 of the
Credit Agreement.


 


“Collateral
Report” means any certificate, report or other document delivered by any
Grantor to the Administrative Agent or any Lender with respect to the
Collateral pursuant to any Loan Document.


 


“Collection
Account” shall have the meaning set forth in Section 7.1(b).


 


“Commercial
Tort Claims” shall have the meaning set forth in Article 9 of the UCC.


 


“Commodity
Account” shall have the meaning set forth in Article 9 of the UCC.


 


“Control”
shall have the meaning set forth in Article 8 or, if applicable, in
Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.


 


“Controlled
Account” shall have the meaning set forth in Section 7.1.


 


“Control
Agreement” means an agreement, in form and substance reasonably
satisfactory to the Collateral Agent, among any Credit Party, a banking
institution holding such Credit Party’s funds, the Collateral Agent and the
Collateral Agent under the Existing ABL Agreement with respect to collection
and control of all deposits and balances held in a deposit account maintained
by any Credit Party with such banking institution.


 


“Copyrights”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following: 
(a) all copyrights, rights and interests in copyrights, works
protectable by copyright, copyright registrations, and copyright applications;
(b) all renewals of any of the foregoing; (c) all income, royalties,
damages, and payments now or hereafter due and/or payable under any of the
foregoing, including, without limitation, damages or payments for past or
future infringements for any of


 


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the
foregoing; (d) the right to sue for past, present, and future
infringements of any of the foregoing; and (e)  all rights corresponding
to any of the foregoing throughout the world.


 


“Copyright
Security Agreement” shall mean the Copyright Security Agreement
substantially in the form of Exhibit H.


 


“Deposit
Accounts” shall have the meaning set forth in Article 9 of the UCC.


 


“Documents”
shall have the meaning set forth in Article 9 of the UCC.


 


“Equipment”
shall have the meaning set forth in Article 9 of the UCC.


 


“Exhibit”
refers to a specific exhibit to this Security Agreement, unless another
document is specifically referenced.


 


“Existing
ABL Agreement” means the credit agreement dated as of September 30,
2010, among Clopay Ames True Temper Holding Corp., as borrower, Clopay Ames
True Temper LLC, JPMorgan Chase Bank, N.A., and the other lenders party
thereto, as in effect on the date hereof.


 


“Foreign
Subsidiary” means any Subsidiary of a Grantor organized under the laws of
any jurisdiction outside the United States of America.


 


“Foreign
Subsidiary Voting Stock” means the voting Equity Interests in any
first-tier Foreign Subsidiary.


 


“General
Intangibles” shall have the meaning set forth in Article 9 of the UCC.


 


“Goods”
shall have the meaning set forth in Article 9 of the UCC.


 


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


 


“Instruments”
shall have the meaning set forth in Article 9 of the UCC.


 


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


 


“Intellectual
Property” means all intellectual property of every kind and nature now
owned or hereafter acquired by any Grantor, including inventions, designs,
Patents, Copyrights, Licenses, Trademarks, trade secret licenses, confidential
or proprietary technical or business information, know-how, show-how or other
data or information, software and databases and all embodiments or fixations
thereof and related documentation, registrations and franchises, and all
additions, improvements and accessions to, and booked and records describing or
used in connection with, any of the foregoing.


 


“Intellectual
Property Security Agreements” means the Copyright Security Agreement, the
Patent Security Agreement, and the Trademark Security Agreement.


 


“Intercompany
Note” means any promissory note evidencing loans made by any Grantor to
Holdings or any of its Subsidiaries.


 


“Inventory”
shall have the meaning set forth in Article 9 of the UCC.


 


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“Investment
Accounts” means the Securities Accounts, Commodity Accounts and Deposit
Accounts, including any Prepayment Accounts.


 


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


 


“Letter-of-Credit
Rights” shall have the meaning set forth in Article 9 of the UCC.


 


“Licenses”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to (a) any and all licensing agreements or similar
arrangements in and to its Patents, Copyrights, or Trademarks, (b) all
income, royalties, damages, claims, and payments now or hereafter due or
payable under and with respect thereto, including, without limitation, damages
and payments for past and future breaches thereof, and (c) all rights to
sue for past, present, and future breaches thereof.


 


“Lock
Boxes” shall have the meaning set forth in Section 7.1(a).


 


“Lock
Box Agreements” shall have the meaning set forth in Section 7.1(a).


 


“Patents”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to:  (a) any and all
patents and patent applications; (b) all inventions and improvements
described and claimed therein; (c) all reissues, divisions, continuations,
renewals, extensions, and continuations-in-part thereof; (d) all income,
royalties, damages, claims, payments and Proceeds now or hereafter due or
payable under and with respect thereto, including, without limitation, damages
and payments for past and future infringements thereof; (e) all rights to
sue for past, present, and future infringements thereof; and (f) all other
rights corresponding to any of the foregoing throughout the world.


 


“Patent
Security Agreement” means the Patent Security Agreement substantially in
the form of Exhibit I.


 


“Pledged
Collateral” means all Instruments (including without limitation, Pledged
Debt), Securities, Pledged Equity Interests and other Investment Property of
the Grantors, whether or not physically delivered to the Collateral Agent
pursuant to this Security Agreement; provided that in no event shall
either the stock of any Immaterial Subsidiary or more than 65% of the total
outstanding Foreign Subsidiary Voting Stock of each Foreign Subsidiary be
required to be pledged hereunder.


 


“Pledged
Debt” means all Indebtedness owed to any Grantor, whether or not evidenced
by any Instrument, including, without limitation, all Indebtedness described on
Exhibit E under the heading “Pledged Debt” (as such schedule may be
amended or supplemented from time to time), issued by the obligors named
therein, the Instruments, if any, evidencing any of the foregoing, and all
interest, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing.


 


“Pledged
Equity Interests” means (i) all Equity Interests owned by a Grantor (including,
without limitation, all Equity Interests listed on Exhibit E, as such
schedule may be amended or supplemented from time to time), (ii) the
certificates if any, representing such Equity Interests and (iii) any
other participation or interest in any equity or profits of any business entity
including, without limitation, any trusts and all management rights relating to
any entity whose equity interests are included as Collateral.


 


“Prepayment
Account” shall have the meaning set forth in the Intercreditor Agreement.


 


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“Proceeds”
shall have the meaning set forth in the Intercreditor Agreement.


 


“Receivables”
means the Accounts, Chattel Paper, Investment Property, Instruments
and any other rights or claims to receive money which are General Intangibles
or which are otherwise included as Collateral.


 


“Requirement
of Law” means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.


 


“Section”
means a numbered section of this Security Agreement, unless another document is
specifically referenced.


 


“Secured
Parties” the collective reference to the Administrative Agent, the Lenders,
any affiliate of any Lender to which Obligations are owed and any other holder
of Obligations.


 


“Securities
Accounts” shall have the meaning set forth in Article 8 of the UCC.


 


“Security”
shall have the meaning set forth in Article 8 of the UCC.


 


“Stock
Rights” means all dividends, instruments or other distributions and any
other right or property which the Grantors shall receive or shall become
entitled to receive for any reason whatsoever with respect to, in substitution
for or in exchange for any Equity Interest constituting Collateral (including
any right to receive any Equity Interest).


 


“Supporting
Obligations” shall have the meaning set forth in Article 9 of the UCC.


 


“Term
Collateral” shall have the meaning set forth in the Intercreditor
Agreement.


 


“Trademarks”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following: 
(a) all trademarks (including service marks), trade names, trade
dress, and trade styles and the registrations and applications for registration
thereof and the goodwill of the business symbolized by the foregoing;
(b) all licenses of the foregoing, whether as licensee or licensor;
(c) all renewals of the foregoing; (d) all income, royalties,
damages, and payments now or hereafter due or payable with respect thereto,
including, without limitation, damages, claims, and payments for past and
future infringements thereof; (e) all rights to sue for past, present, and
future infringements of the foregoing, including the right to settle suits
involving claims and demands for royalties owing; and (f) all rights
corresponding to any of the foregoing throughout the world.


 


“Trademark
Security Agreement” means the Trademark Security Agreement substantially in
the form of Exhibit J.


 


“UCC”
means the Uniform Commercial Code, as in effect from time to time, of the State
of New York  or
of any other state the laws of which are required as a result thereof to be
applied in connection with the attachment, perfection or priority of, or
remedies with respect to, Collateral Agent’s or any Secured Party’s Lien on any
Collateral.


 


The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.


 


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ARTICLE II

GRANT OF SECURITY INTEREST


 


2.1           Each Grantor hereby pledges, assigns and grants to the
Collateral Agent, its successors and assigns, on behalf of and for the benefit
of the Secured Parties, a security interest in and continuing lien on all of
such Grantor’s right, title and interest in, to and under all personal property
and other assets, whether now owned by or owing to, or hereafter acquired by or
arising in favor of such Grantor (including under any trade name or derivations
thereof), and whether owned or consigned by or to, or leased from or to, such
Grantor, and regardless of where located (all of which will be collectively
referred to as the “Collateral”), including:


 


(i)            all Accounts;


 


(ii)           all Chattel Paper;


 


(iii)          all Intellectual Property;


 


(iv)          all Documents;


 


(v)           all Equipment;


 


(vi)          all General Intangibles;


 


(vii)         all Goods;


 


(viii)        all Instruments;


 


(ix)           all Inventory;


 


(x)            all Investment Property, other than any stock of any
Immaterial Subsidiary and Foreign Subsidiary Voting Stock excluded from the
definition of Pledged Collateral;


 


(xi)           all cash or cash equivalents (including Cash Equivalents
(as defined in the Credit Agreement));


 


(xii)          all Letter-of-Credit Rights and Supporting Obligations;


 


(xiii)         all Deposit Accounts;


 


(xiv)        Insurance;


 


(xv)         Commercial Tort Claims now or hereafter described on
Exhibit E; and


 


(xvi)        all accessions to, substitutions for and replacements,
Proceeds (including Stock Rights), insurance proceeds and products of the
foregoing, together with all books and records, customer lists, credit files,
computer files, programs, printouts and other computer materials and records
related thereto and any General Intangibles at any time evidencing or relating
to any of the foregoing;


 


to
secure the prompt and complete payment and performance of the Obligations; provided,
however, that notwithstanding any of the other provisions set forth in
this Article II, this Security Agreement shall not


 


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constitute
a grant of a security interest in (i) any leasehold interest in real
property, (ii) any property to the extent that such grant of a security
interest is prohibited by any Requirement of Law of a Governmental Authority,
requires a consent not obtained of any Governmental Authority pursuant to such
Requirement of Law or conflicts with or is prohibited by, or constitutes a
breach or default under or results in the termination of or requires any
consent not obtained under, any contract, license, agreement, instrument or
other document evidencing or giving rise to such property or, in the case of
any Equity Interests in Persons which are not Subsidiaries of a Grantor, any
applicable shareholder or similar agreement among holders of Equity Interests
in such Persons, except to the extent that such Requirement of Law or the term
in such contract, license, agreement, instrument or other document or
shareholder or similar agreement providing for such prohibition, breach,
default or termination or requiring such consent is ineffective under
applicable law, or (iii) any vehicle subject to a certificate of title statute.  It is hereby understood and agreed that any
property described in the preceding proviso, and any property that is otherwise
expressly excluded from any clause in this section above, and any property
specifically excluded from any defined term used in any clause of this section
above, shall be excluded from the definition of “Collateral”.


 


2.2           Continuing Liability Under Collateral.  Notwithstanding anything herein to the
contrary, (i) each Grantor shall remain liable for all obligations under
the Collateral and nothing contained herein is intended or shall be a
delegation of duties to Collateral Agent or any other Secured Party,
(ii) each Grantor shall remain liable under each of the agreements
included in the Collateral, to perform all of the obligations undertaken by it
thereunder all in accordance with and pursuant to the terms and provisions
thereof and neither Collateral Agent nor any Secured Party shall have any
obligation or liability under any such agreement by reason of or arising out of
this Security Agreement or any other document related hereto nor shall
Collateral Agent nor any Secured Party have any obligation to make any inquiry
as to the nature or sufficiency of any payment received by it or have any
obligation to take any action to collect or enforce any rights under any such
agreement included in the Collateral and (iii) the exercise by Collateral
Agent of any of its rights hereunder shall not release any Grantor from any of
its duties or obligations under the contracts and agreements included in the
Collateral.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


Each
Grantor represents and warrants to the Collateral Agent and the Lenders that:


 


3.1           Title, Perfection and Priority.  Such Grantor has good and valid rights in or
the power to transfer the Collateral and title to the Collateral with respect
to which it has purported to grant a security interest hereunder, free and
clear of all Liens except for Liens permitted under Section 4.1(f), and
has full power and authority to grant to the Collateral Agent the security
interest in such Collateral pursuant hereto. 
When financing statements have been filed in the appropriate offices
against such Grantor in the locations listed on Exhibit F, the
Collateral Agent will have a fully perfected first priority security interest
in that Collateral of the Grantor in which a security interest may be perfected
by filing, subject only to Liens permitted under Section 4.1(f).


 


3.2           Name, Type and Jurisdiction of Organization,
Organizational and Identification Numbers. 
The full legal name of such Grantor, all trade names or other names
under which such Grantor currently conducts business, the type of entity of
such Grantor, its state of organization, the organizational number issued to it
by its state of organization and its federal employer identification number are
set forth on Exhibit A.


 


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3.3           Principal Location. 
Such Grantor’s mailing address and the location of its place of business
(if it has only one) or its chief executive office (if it has more than one
place of business), are
disclosed in Exhibit A.


 


3.4           Collateral Locations.  All of such Grantor’s locations where any
Collateral with an aggregate value in excess of $500,000 is located are listed
on Exhibit A.  All of said
locations are owned by such Grantor except for locations (i) which are
leased by the Grantor as lessee and designated in Part VII(b) of
Exhibit A and (ii) at which Inventory is held in a public
warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of
Exhibit A.


 


3.5           Deposit Accounts. 
All of such Grantor’s Deposit Accounts are listed on Exhibit B.


 


3.6           Exact Names. 
Such Grantor’s name in which it has executed this Security Agreement is
the exact name as it appears in such Grantor’s organizational documents, as
amended, as filed with such Grantor’s jurisdiction of organization.  Other than as set forth on Exhibit A,
such Grantor has not, during the past five years, been known by or used any
other corporate, trade, fictitious or other name, or been a party to any merger
or consolidation, or been a party to any acquisition.


 


3.7           Letter-of-Credit Rights and Chattel Paper.  Exhibit C lists all
Letter-of-Credit Rights and Chattel Paper of such Grantor.  All action by such Grantor reasonably
necessary to protect and perfect the Collateral Agent’s Lien on each item
listed on Exhibit C (including the delivery of all originals and
the placement of a legend on all Chattel Paper as required hereunder) has been
duly taken.  The Collateral Agent will
have a fully perfected first priority security interest in the Collateral
listed on Exhibit C, subject only to Liens permitted under
Section 4.1(f).


 


3.8           Accounts and Chattel Paper.


 


(a)           The names of the obligors, amounts owing, due dates and
other information with respect to its Accounts and Chattel Paper are and will
be correctly stated in all material respects in all records of such Grantor
relating thereto and in all invoices and Collateral Reports with respect
thereto furnished to the Collateral Agent by such Grantor from time to
time.  As of the time when each Account
or each item of Chattel Paper arises, such Grantor shall be deemed to have
represented and warranted that such Account or Chattel Paper, as the case may be,
and all records relating thereto, are genuine and in all material respects what
they purport to be.


 


(b)           With respect to its Accounts, except as specifically
disclosed on the most recent Borrowing Base Certificate (as defined in the
Existing ABL Agreement), (i) all Accounts are Eligible Accounts (as
defined in the Existing ABL Agreement); (ii) all Accounts represent bona
fide sales of Inventory or rendering of services to Account Debtors in the
ordinary course of such Grantor’s business and are not evidenced by a
judgment, Instrument or Chattel Paper; (iii) there are no setoffs,
claims or disputes existing or asserted in writing with respect thereto and
such Grantor has not made any agreement with any Account Debtor for any
extension of time for the payment thereof, any compromise or settlement for
less than the full amount thereof, any release of any Account Debtor from
liability therefor, or any deduction therefrom except a discount or allowance
allowed by such Grantor in the ordinary course of its business for prompt
payment or otherwise permitted pursuant to the Existing ABL Agreement;
(iv) to such Grantor’s knowledge, there are no facts, events or
occurrences which in any material way impair the validity or enforceability
thereof or would reasonably be expected to materially reduce the amount payable
thereunder as shown on such Grantor’s books and records and any invoices,
statements and Collateral Reports with respect thereto; (v) such Grantor
has not received any written notice of proceedings or actions which are
threatened or pending against any Account Debtor which might result in any
material adverse change in such Account Debtor’s financial condition; and
(vi) such


 


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Grantor has no knowledge that any Account Debtor is
unable generally to pay its debts as they become due.


 


(c)           In addition, with respect to all of its Accounts,
(i) the amounts shown on all invoices, statements and Collateral Reports
with respect thereto are actually owing to such Grantor as indicated thereon
and are not in any way contingent; (ii) if applicable, no payments have
been or shall be made thereon except payments delivered to a Lock Box or
Controlled Account as and to the extent required pursuant to Section 7.1;
and (iii) to such Grantor’s knowledge, all Account Debtors have the
capacity to contract.


 


3.9           Commercial Tort Claims.  All of such Grantor’s Commercial Tort Claims,
other than any Commercial Tort Claims having a value of less than $200,000
individually and $500,000 in the aggregate, are listed on Exhibit E.


 


3.10         Inventory. 
With respect to any of its Inventory scheduled or listed on the most
recent Borrowing Base Certificate, (a) such Inventory (other than
Inventory in transit) is located at one of such Grantor’s locations set forth
on Exhibit A, (b) no Inventory (other than Inventory in
transit) is now, or shall at any time or times hereafter be stored at any other
location except as permitted by Section 4.1(h), (c) such Grantor has
good and merchantable title to such Inventory and such Inventory is not subject
to any Lien or security interest or document whatsoever except for the Lien
granted to the Collateral Agent, for the benefit of the Secured Parties, and
except for Permitted Encumbrances and the Lien granted to the Revolving
Collateral Agent for the benefit of the Revolving Secured Parties (as defined
in the Intercreditor Agreement), (d) except as specifically disclosed in
the most recent Borrowing Base Certificate, such Inventory is Eligible
Inventory (as defined in the Existing ABL Agreement) of good and merchantable
quality, free from any material defects, (e) such Inventory is not subject
to any licensing, patent, royalty, trademark, trade name or copyright
agreements with any third parties which would require any consent of any third
party upon sale or disposition of that Inventory or the payment of any monies
to any third party upon such sale or other disposition, (f) such Inventory
has been produced in all material respects in accordance with the Federal Fair
Labor Standards Act of 1938, as amended, and all applicable rules, regulations
and orders thereunder and (g) the completion of manufacture, sale or other
disposition of such Inventory by the Collateral Agent following an Event of
Default shall not require the consent of any Person and shall not constitute a
material breach or default under any contract or agreement to which such
Grantor is a party or to which such property is subject.


 


3.11         Intellectual Property.  Other than any “off the shelf”, “shrink wrap”,
or similar license agreements, such Grantor does not have any interest in, or
title to, any License or any registration or application to register any
Patent, Trademark or Copyright, except as set forth in Exhibit D.  This Security Agreement is effective to
create a valid and continuing Lien and, upon the giving of value and filing of
appropriate financing statements in the offices listed on Exhibit F
and Intellectual Property Security Agreements substantially in the form of Exhibit H,
Exhibit I and Exhibit J with the United States
Copyright Office and the United States Patent and Trademark Office, fully
perfected first priority security interests in favor of the Collateral Agent on
such Grantor’s Patents, Trademarks, Copyrights and Licenses (other than
security interests in Patents, Trademarks, Copyrights and Licenses in which the
perfection of security interest requires filing outside of the United States),
and such perfected security interests in such collateral are enforceable as
such as against any and all creditors of and purchasers from such Grantor.


 


3.12         Filing Requirements. 
None of its Equipment is covered by any certificate of title, except for
vehicles.  None of the Collateral owned
by it is of a type for which security interests or liens may be perfected by
filing under any federal statute except for Patents, Trademarks and Copyrights
held by such Grantor and described in Exhibit D.


 


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3.13         No Financing Statements, Security Agreements.  No financing statement or security agreement
describing all or any portion of the Collateral which has not lapsed or been
terminated naming such Grantor as debtor has been filed or is of record in any
jurisdiction except (a) for financing statements or security agreements
naming the Collateral Agent on behalf of the Secured Parties as the secured
party and (b) for financing statements which have been filed without the
consent of the Grantor and with respect to which no Lien has been created and
(c) as permitted by Section 4.1(f).


 


3.14         Pledged Collateral.


 


(a)           Exhibit E sets forth a complete and accurate
(in all material respects) list of all Pledged Collateral owned by such
Grantor.  Such Grantor is the direct,
sole beneficial owner and sole holder of record of the Pledged Collateral
listed on Exhibit E as being owned by it, free and clear of any
Liens, except for the security interest granted to the Collateral Agent, for
the benefit of the Secured Parties hereunder, and any Liens permitted under
Section 6.2 of the Credit Agreement. 
Such Grantor further represents and warrants that (i) all Pledged
Collateral owned by it constituting an Equity Interest of a Subsidiary of a
Grantor has been (to the extent such concepts are relevant with respect to such
Pledged Collateral) duly authorized and validly issued, and is fully paid and
non-assessable, (ii) with respect to any certificates delivered to the
Collateral Agent representing an Equity Interest, either such certificates are
Securities as defined in Article 8 of the UCC as a result of actions by
the issuer or otherwise, or, if such certificates are not Securities, such
Grantor has so informed the Collateral Agent so that the Collateral Agent may
take steps to perfect its security interest therein as a General Intangible,
(iii) all such Pledged Collateral held by a securities intermediary will
be covered by a control agreement among such Grantor, the securities
intermediary and the Collateral Agent pursuant to which the Collateral Agent
has Control within the time period set forth in this Security Agreement and
(iv) to such Grantor’s knowledge all Pledged Collateral which represents
Indebtedness owed to such Grantor has been duly authorized, authenticated or
issued and delivered by the issuer of such Indebtedness, is the legal, valid
and binding obligation of such issuer and such issuer is not in default
thereunder.


 


(b)           In addition, (i) to such Grantor’s knowledge none of
the Pledged Collateral owned by it has been issued or transferred in violation
of the securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject,
(ii) except for restrictions and limitations imposed by the Credit Documents
or securities laws generally, the Pledged Collateral is and will continue to be
freely transferable and assignable, (iii) there are existing no options,
warrants, calls or commitments of any character whatsoever relating to such
Pledged Collateral or which obligate the issuer of any Equity Interest included
in the Pledged Collateral to issue additional Equity Interests, and none of the
Pledged Collateral is subject to any right of first refusal, shareholders
agreement, charter or by-law provisions or contractual restriction of any
nature that would materially prohibit, impair, delay or otherwise affect the
pledge of such Pledged Collateral hereunder, the sale or disposition thereof
pursuant hereto or the exercise by the Collateral Agent of rights and remedies
hereunder and (iv) no consent, approval, authorization, or other action
by, and no giving of notice, filing with, any governmental authority or any
other Person is required for the pledge by such Grantor of such Pledged
Collateral pursuant to this Security Agreement or for the execution, delivery
and performance of this Security Agreement by such Grantor, or for the exercise
by the Collateral Agent of the voting or other rights provided for in this
Security Agreement or for the remedies in respect of the Pledged Collateral
pursuant to this Security Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally.


 


(c)           Except as set forth in Exhibit E, or as
expressly permitted pursuant to Section 6.6 of the Credit Agreement, such
Grantor owns 100% of the issued and outstanding Equity Interests which
constitute Pledged Collateral owned by it and none of the Pledged Collateral
which represents


 


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Indebtedness owed to such Grantor is subordinated in
right of payment to other Indebtedness or subject to the terms of an indenture.


 


(d)           Pledged Debt. 
Each Intercompany Note and, to the knowledge of such Grantor, any other
Pledged Debt constitutes the legal, valid and binding obligation of the obligor
with respect thereto, enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and subject to an implied covenant of good faith and fair
dealing.


 


ARTICLE IV

COVENANTS


 


From
the date of this Security Agreement, and thereafter until this Security
Agreement is terminated, each Grantor agrees that:


 


4.1           General.


 


(a)           Collateral Records. 
Such Grantor will maintain complete and accurate (in all material
respects) books and records with respect to the Collateral owned by it, and
furnish to the Collateral Agent, such reports relating to such Collateral as
the Collateral Agent shall from time to time reasonably request.


 


(b)           Authorization to File Financing Statements;
Ratification.  Such Grantor hereby
authorizes the Collateral Agent to file, and if requested will deliver to the
Collateral Agent all financing statements and other documents and take such
other actions as may from time to time be reasonably requested by the
Collateral Agent in order to maintain a first perfected security interest in
and, if applicable, Control of, the Collateral owned by such Grantor.  Any financing statement filed by the
Collateral Agent may be filed in any filing office in any UCC jurisdiction and
may (i) indicate such Grantor’s Collateral (1) as all assets of the
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 (2) by any other description which reasonably
approximates the description contained in this Security Agreement, and
(ii) contain any other information reasonably required by part 5 of
Article 9 of the UCC 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 such Grantor’s Collateral as as-extracted collateral or
timber to be cut, a reasonably sufficient description of real property to which
the Collateral relates.  Such Grantor
also agrees to furnish any such information to the Collateral Agent promptly
upon request.  Such Grantor also ratifies
its authorization for the Collateral Agent to have filed in any UCC
jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.


 


(c)           Intellectual Property Filings.  The Collateral Agent is further authorized to
file with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country) such documents, including Intellectual Property Security Agreements,
as may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the security interest granted by each
Grantor, without the signature of any Grantor, and naming any Grantor or the
Grantors as debtors and the Collateral Agent as secured party.


 


(d)           Further Assurances. 
Such Grantor will, if so reasonably requested by the Collateral Agent,
furnish to the Collateral Agent, as often as the Collateral Agent reasonably
requests,


 


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statements and schedules further identifying and
describing the Collateral owned by it and such other reports and information in
connection with its Collateral as the Collateral Agent may reasonably request,
in each case subject to the terms and conditions of the Credit Agreement, all
in such detail as the Collateral Agent may specify.  Such Grantor shall, at its own expense, use
commercially reasonable efforts to defend title to the Collateral against all
persons and to defend the security interest of the Collateral Agent in the Collateral
and the priority thereof against any Lien not expressly permitted hereunder.


 


(e)           Disposition of Collateral.  Such Grantor will not sell, lease, license or
otherwise dispose of the Collateral owned by it except for dispositions
expressly permitted pursuant to Section 6.4 of the Credit Agreement.


 


(f)            Liens. 
Except as expressly permitted pursuant to Section 6.2 of the Credit
Agreement, such Grantor will not create, incur, or suffer to exist any Lien on
the Collateral owned by it except (i) the security interest created by
this Security Agreement, and (ii) other Permitted Encumbrances.


 


(g)           Other Financing Statements.  Such Grantor will not authorize the filing of
any financing statement naming it as debtor covering all or any portion of the
Collateral owned by it, except with respect to Liens permitted by Section 4.1(f).  Such Grantor acknowledges that it is not
authorized to file any financing statement or amendment or termination
statement with respect to any financing statement other than with respect to
any Lien permitted by Section 4.1(f), without the prior written consent of
the Collateral Agent, subject to such Grantor’s rights under
Section 9-509(d)(2) of the UCC.


 


(h)           Locations. 
Such Grantor will not (i) maintain any Collateral, in an aggregate
value in excess of $500,000, owned by it at any location other than those
locations listed on Exhibit A (ii) otherwise change, or add
to, such locations without the Collateral Agent’s prior written consent (such
consent not to be unreasonably withheld, delayed or conditioned) as required by
the Credit Agreement (and if the Collateral Agent gives such consent, such
Grantor will use commercially reasonable efforts to obtain a Collateral Access
Agreement for each such location to the extent required by the Credit
Agreement), or (iii) change its principal place of business or chief
executive office from the location identified on Exhibit A, other
than as permitted by the Credit Agreement.


 


(i)            Compliance with Terms.  Such Grantor will perform and comply with all
obligations in respect of the Collateral owned by it and all agreements to
which it is a party or by which it is bound relating to such Collateral, except
where a failure to do so, individually or in the aggregate would not reasonably
be expected to result in a material adverse effect.


 


4.2           Receivables.


 


(a)           Certain Agreements on Receivables.  Such Grantor will not make or agree to make
any discount, credit, rebate or other reduction in the original amount owing on
a Receivable or accept in satisfaction of a Receivable less than the original
amount thereof, except that, prior to the occurrence of an Event of Default,
such Grantor may reduce the amount of Accounts arising from the sale of
Inventory in accordance with its present policies and in the ordinary course of
business, or as otherwise permitted pursuant to the Credit Agreement.


 


(b)           Collection of Receivables.  Except as otherwise provided in this Security
Agreement and the Credit Agreement, such Grantor will use commercially
reasonable efforts to collect and enforce, at such Grantor’s sole expense, all
amounts due or hereafter due to such Grantor under the Receivables owned by it,
in accordance with its present policies and in the ordinary course of business.


 


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(c)           Delivery of Invoices.  Such Grantor will deliver to the Collateral
Agent as soon as reasonably practicable upon its request after the occurrence and during the
continuation of an Event of Default duplicate invoices with respect to
each Account owned by it bearing such language of assignment as the Collateral
Agent shall reasonably specify.


 


(d)           Disclosure of Counterclaims on Receivables.  If (i) any discount, credit or agreement
to make a rebate or to otherwise reduce the amount owing on any Receivable
owned by such Grantor other than in accordance with its present policies and in
the ordinary course of business or as otherwise expressly permitted pursuant to
the Credit Agreement exists or (ii) if, to the knowledge of such Grantor,
any dispute, setoff, claim, counterclaim or defense exists or has been asserted
or threatened in writing with respect to any such Receivable, such Grantor will
promptly disclose such fact to the Collateral Agent in writing.


 


(e)           Electronic Chattel Paper.  Such Grantor shall grant the Collateral Agent
Control of all electronic chattel paper in accordance with the UCC and all “transferable
records” as defined in each of the Uniform Electronic Transactions Act and the
Electronic Signatures in Global and National Commerce Act.


 


4.3           Inventory and Equipment.


 


(a)           Maintenance of Goods.  Such Grantor will use commercially reasonable
efforts to maintain, preserve, protect and keep its Inventory and the Equipment
in reasonably good repair and working and saleable condition, except for
damaged or defective goods arising in the ordinary course of such Grantor’s
business and except for ordinary wear and tear in respect of the Equipment.


 


(b)           Returned Inventory. 
If an Account Debtor returns any Inventory to such Grantor when no Event
of Default exists, then such Grantor shall promptly determine the reason for
such return and shall issue a credit memorandum to the Account Debtor in the
appropriate amount.  Such Grantor shall
immediately report to the Collateral Agent any return involving an amount in
excess of $100,000 (or such higher amount as may be agreed to by the Collateral
Agent in its Permitted Discretion).  Each
such report shall indicate the purported reasons for the returns and the locations
and condition of the returned Inventory. 
In the event any Account Debtor returns Inventory to such Grantor when
an Event of Default exists, such Grantor, upon the reasonable request of the
Collateral Agent, shall: (i) hold the returned Inventory in trust for the
Collateral Agent; (ii) segregate all returned Inventory from all of its
other property; (iii) dispose of the returned Inventory solely according
to the Collateral Agent’s written instructions; and (iv) not issue any
credits or allowances with respect thereto without the Collateral Agent’s prior
written consent.  All returned Inventory
shall be subject to the Collateral Agent’s Liens thereon.  Whenever any Inventory is returned, the
related Account shall be deemed ineligible to the extent of the amount owing by
the Account Debtor with respect to such returned Inventory.


 


(c)           Inventory Count; Perpetual Inventory System.  Such Grantor will conduct a physical count of
its Inventory at least once per fiscal year, and after and during the
continuation of an Event of Default, at such other times as the Collateral
Agent reasonably requests.  Such Grantor,
at its own expense, shall deliver to the Collateral Agent the results of each
physical verification, which such Grantor has made, or has caused any other
Person to make on its behalf, of all or any material portion of its
Inventory.  Such Grantor will maintain a
perpetual inventory reporting system at all times.


 


(d)           Equipment. 
Such Grantor shall promptly inform the Collateral Agent of any additions
to or deletions from its Equipment which individually have a fair market value
in excess of $1,000,000 and $2,000,000 in the aggregate.  Such Grantor shall not permit any Equipment
to become a fixture with respect to real property or to become an accession with
respect to other personal property


 


13

















 


with respect to which real or personal property the
Collateral Agent does not have a Lien. 
Such Grantor will not, without the Collateral Agent’s prior written
consent (such consent not to be unreasonably withheld or delayed), alter or
remove any identifying symbol or number on any of such Grantor’s Equipment
constituting Collateral.


 


(e)           Property.  If
at any time any Grantor shall take a security interest in any property of an
Account Debtor or any other Person with a fair market value in excess of
$150,000 to secure payment and performance of an Account, such Grantor shall
promptly assign such security interest to the Collateral Agent; provided that
the aggregate fair market value of all property in which the Grantors have
taken a security interest and have not assigned such security interests to the
Collateral Agent shall not exceed $300,000. 
Such assignment need not be filed of public record unless necessary to continue
the perfected status of the security interest against creditors of and
transferees from the Account Debtor or other Person granting the security
interest.


 


4.4           Certification of Limited Liability Company and Limited
Partnership Interests.  Each interest
in any limited liability company or limited partnership controlled by any
Grantor and pledged hereunder shall be represented by a certificate, shall be a
“security” within the meaning of Article 8 of the New York UCC and shall
be governed by Article 8 of the New York UCC; provided, however,
that in the case of any limited liability company or limited partnership that,
in either case, is formed or acquired by a Grantor after the Closing Date,
Borrower shall cause interests in such limited liability company or limited
partnership to be represented by a certificate, to be a “security” within the
meaning of Article 8 of the New York UCC and to be governed by
Article 8 of the New York UCC, in each case not later than 20 Business
Days (or such later dates from time to time consented to by the Collateral
Agent in its reasonable discretion) after the date of formation or acquisition
thereof, as applicable.


 


4.5           Delivery of Instruments, Securities, Chattel Paper and
Documents.  Such Grantor will
(a) deliver to the Collateral Agent promptly upon execution of this
Security Agreement the originals of all Chattel Paper, Securities and
Instruments (including certificates evidencing Pledged Debt in an aggregate
principal amount exceeding $250,000 and Pledged Equity Interests) constituting
Collateral owned by it (if any then exist), in each case duly endorsed by an
effective indorsement (within the meaning of Section 8-107 of the UCC), or
accompanied by undated instruments of transfer duly endorsed by such an
effective endorsement, in each case, to Collateral Agent or in blank,
(b) hold in trust for the Collateral Agent upon receipt and as soon as
reasonably practicable thereafter deliver to the Collateral Agent any such
Chattel Paper, Securities and Instruments (including certificates evidencing
Pledged Debt in an aggregate principal amount exceeding $250,000 and Pledged
Equity Interests) constituting Collateral in each case duly endorsed by an
effective indorsement (within the meaning of Section 8-107 of the UCC), or
accompanied by undated instruments of transfer duly endorsed by such an
effective endorsement, in each case, to Collateral Agent or in blank,
(c) upon the Collateral Agent’s reasonable request, deliver to the
Collateral Agent (and thereafter hold in trust for the Collateral Agent upon
receipt and promptly deliver to the Collateral Agent) any Document evidencing
or constituting Collateral and (d) upon the Collateral Agent’s reasonable
request, deliver to the Collateral Agent a duly executed amendment to this
Security Agreement, in the form of Exhibit G hereto (the “Amendment”),
pursuant to which such Grantor will pledge such additional Collateral.  Such Grantor hereby authorizes the Collateral
Agent to attach each Amendment to this Security Agreement and agrees that all
additional Collateral owned by it set forth in such Amendment shall be
considered to be part of the Collateral.


 


4.6           Uncertificated Pledged Collateral.


 


(a)           Such Grantor will use commercially reasonable efforts to
cause the appropriate issuers (and, if held with a securities intermediary,
such securities intermediary) of uncertificated securities or other types of
Pledged Collateral owned by it not represented by certificates to mark their


 


14

















 


books and records with the numbers and face amounts
of all such uncertificated securities or other types of Pledged Collateral not
represented by certificates and all rollovers and replacements therefor to
reflect the Lien of the Collateral Agent granted pursuant to this Security
Agreement.  With respect to any Pledged
Collateral owned by it on the Closing Date, such Grantor will use commercially
reasonable efforts to cause (a) the issuers of uncertificated securities
which are Pledged Collateral and (b) any securities intermediary which is the
holder of any such Pledged Collateral, to cause the Collateral Agent to have
and retain Control over such Pledged Collateral.  Without limiting the foregoing, such Grantor
will, (i) with respect to any such Pledged Collateral held with a
securities intermediary as of the Closing Date, cause such securities
intermediary, no later than 90 days after the Closing Date (or such later date
as the Collateral Agent shall agree), to enter into a control agreement with
the Collateral Agent, in form and substance reasonably satisfactory to the
Collateral Agent, giving the Collateral Agent Control and (ii) otherwise
with respect to any Pledged Collateral, prior to the opening or replacement of
any Securities Account (including the replacement of any Securities Account in
place as of the Closing Date) or any applicable securities intermediary
receiving any Pledged Collateral, enter into a control agreement with such
securities intermediary and the Collateral Agent, in form and substance
reasonably satisfactory to the Collateral Agent, giving the Collateral Agent
Control.


 


With respect to any issuer
of Pledged Collateral consisting of partnership interests or limited liability
company interests in which the Grantor owns less than 100% of such Equity
Interests, Grantor shall use its commercially reasonable efforts to cause the
partnership agreement or limited liability company agreement of such entity to
be amended to include the following provision: 
“Notwithstanding any other provision of this agreement, in the event
that an Event of Default shall have occurred under that certain Credit and
Guarantee Agreement (as such Credit and Guarantee Agreement may be amended,
modified, supplemented or restated from time to time) dated as of
September 30, 2010 among Clopay Ames True Temper Holding Corp., as
Borrower, Clopay Ames True Temper LLC, certain subsidiaries of the Borrower,
Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral
Agent (together with its successors and assigns, the “Collateral Agent”), and
the lenders from time to time parties thereto, and the Collateral Agent shall
exercise any of its rights and remedies with respect to equity interests in the
company, then each [member][partner] hereby irrevocably consents to the
transfer of any equity interest and all related management and other rights in
the company to the Collateral Agent or any designee of the Collateral
Agent.  The Collateral Agent is a
third-party beneficiary of this provision and this provision cannot be amended
or repealed without the consent of the Collateral Agent until the Credit
Agreement has been discharged in full.”


 


4.7           Pledged Collateral.


 


(a)           Changes in Capital Structure of Issuers.  Except as expressly permitted pursuant to
Section 6.3 of the Credit Agreement, such Grantor will not (i) permit
any issuer of an Equity Interest constituting Pledged Collateral owned by it to
dissolve, merge, liquidate, retire any of its Equity Interests or other
Instruments or Securities evidencing ownership, reduce its capital, sell or
encumber all or substantially all of its assets (except for Permitted
Encumbrances, Liens expressly permitted pursuant to Section 6.2 of the
Credit Agreement and sales of assets permitted pursuant to Section 4.1(e))
or merge or consolidate with any other entity, or (ii) vote any such
Pledged Collateral in favor of any of the foregoing.


 


(b)           Issuance of Additional Securities.  Except as expressly permitted pursuant to
Section 6.12 of the Credit Agreement, such Grantor will not permit the
issuer of an Equity Interest constituting Pledged Collateral owned by it to
issue additional Equity Interests, any right to receive the same or any right
to receive earnings, except to such Grantor.


 


15

















 


(c)           Equity Interests.  No Grantor will permit any Equity Interest
which is included within the Collateral to constitute a Security, nor will any
Grantor allow any issuer of any such Equity Interest to take any action to have
such interests treated as a Security, unless (i) all certificates or other
documents constituting such Security have promptly been delivered to the
Collateral Agent and such Security is properly defined as such under
Article 8 of the UCC of the applicable jurisdiction, whether as a result
of actions by the issuer thereof or otherwise, or (ii) the Collateral
Agent has entered into a control agreement with the issuer of such Security or
with a securities intermediary relating to such Security and such Security is
defined as such under Article 8 of the UCC of the applicable jurisdiction
whether as a result of actions by the issuer thereof or otherwise.


 


(d)           Registration of Pledged Collateral.  Upon the occurrence and during the
continuance of an Event of Default, such Grantor will permit any registerable
Pledged Collateral owned by it to be registered in the name of the Collateral
Agent or its nominee at any time at the option of the Requisite Lenders.


 


(e)           Exercise of Rights in Pledged Collateral.


 


(i)            Without in any way limiting the foregoing and subject to
clause (ii) below, such Grantor shall have the right to exercise all
voting rights or other rights relating to the Pledged Collateral owned by it
for all purposes not inconsistent with this Security Agreement, the Credit
Agreement or any other Loan Document; provided, however, that no
vote or other right shall be exercised or action taken which would have the
effect of materially impairing the rights of the Collateral Agent in respect of
such Pledged Collateral.


 


(ii)           Such Grantor will permit the Collateral Agent or its
nominee at any time after the occurrence and during the continuance of an Event
of Default to solely and exclusively exercise all voting rights or other rights
relating to the Pledged Collateral owned by it, including, without limitation,
exchange, subscription or any other rights, privileges, or options pertaining
to any Equity Interest or Investment Property constituting such Pledged
Collateral as if it were the absolute owner thereof.


 


(iii)          Such Grantor shall be entitled to collect and receive for
its own use all cash dividends and interest paid in respect of the Pledged
Collateral owned by it to the extent not in violation of the Credit Agreement other
than any of the following distributions and payments (collectively referred
to as the “Excluded Payments”): (A) dividends and interest paid or
payable other than in cash in respect of such Pledged Collateral, and
instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Collateral; (B) dividends and
other distributions paid or payable in cash in respect of such Pledged
Collateral in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in capital
of an issuer; and (C) cash paid, payable or otherwise distributed, in
respect of principal of, or in redemption of, or in exchange for, such Pledged
Collateral; provided, however, that until actually paid, all
rights to such distributions shall remain subject to the Lien created by this
Security Agreement.  Upon the occurrence
and during the continuance of an Event of Default, then all Stock Rights,
including all rights of such Grantor to dividends, interest, principal or other
distributions, shall cease and thereupon become vested in the Collateral Agent,
which shall have the sole and exclusive right to retain such dividends,
interest, principal or other distributions.


 


(iv)          All Excluded Payments and all other distributions in
respect of any of the Pledged Collateral owned by such Grantor, whenever paid
or made, shall be  promptly made subject
to the Lien of the Collateral Agent in the same manner as if it were Collateral
on the date


 


16

















 


hereof and, in the case of
any Excluded Payment described in clause 4.7(d)(iii)(A), shall be forthwith
delivered to the Collateral Agent in the same form and so received with any
necessary endorsement.


 


4.8           Intellectual Property.


 


(a)           Such Grantor will use its reasonable efforts to secure all
consents and approvals necessary or appropriate for the grant of the security
interest for the benefit of the Collateral Agent of any License held by such
Grantor and to enforce the security interests granted hereunder.


 


(b)           Such Grantor shall notify the Collateral Agent promptly if
it knows that any application or registration relating to any Patent, Trademark
or Copyright (now or hereafter existing) may become abandoned or dedicated
excluding the expiration by its terms of any License or the expiration at the
conclusion of its maximum statutory term of any Patent or Copyright owned by
Grantor, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court, (but excluding any non-final office actions or similar
non-final actions or proceedings) regarding such Grantor’s ownership of any
Patent, Trademark or Copyright, its right to register the same, or to keep and
maintain the same.


 


(c)           Within 30 Business Days after which, either directly or
through any agent, employee, licensee or designee, any Grantor files an
application for the registration of any Patent, Trademark or Copyright with the
United States Patent and Trademark Office, the United States Copyright Office
or any similar office or agency, such Grantor shall report such filing to the
Collateral Agent, and, upon the reasonable request of the Collateral Agent,
such Grantor shall execute and deliver any and all security agreements as the
Collateral Agent may reasonably request to evidence the Collateral Agent’s
first priority security interest on such Patent, Trademark or Copyright, and
the General Intangibles of such Grantor relating thereto or represented
thereby.


 


(d)           Such Grantor shall take all actions necessary or
reasonably requested by the Collateral Agent to maintain and pursue each
application, to obtain the relevant registration and to maintain the
registration of each of its Patents, Trademarks and Copyrights (now or
hereafter existing), including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings, except as such Grantor may otherwise
determine in the exercise of its reasonable business judgment.


 


(e)           Such Grantor shall, unless it shall reasonably determine
that such Patent, Trademark or Copyright is not material to the conduct of its
business or operations, sue for infringement, misappropriation or dilution,
except as such Grantor may determine in its reasonable business judgment, to
recover any and all damages for such infringement, misappropriation or
dilution, or shall take such other reasonable and necessary actions as the
Collateral Agent shall deem appropriate under the circumstances to protect such
material Patent, Trademark or Copyright. 
In the event that such Grantor institutes suit because any of its
Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or
misappropriated or diluted by a third party, such Grantor shall comply with
Section 4.8.


 


4.9           Commercial Tort Claims.  Such Grantor shall promptly, and in any event
within ten Business Days after the same is acquired by it, notify the
Collateral Agent of any commercial tort claim (as defined in the UCC) in excess
of $200,000 acquired by it and, unless the Collateral Agent otherwise consents,
such Grantor shall enter into an supplement to this Security Agreement, in the
form of Exhibit G hereto, granting to Collateral Agent a first
priority security interest in such commercial tort claim.


 


17

















 


4.10         Letter-of-Credit Rights.  If such Grantor is or becomes the beneficiary
of a letter of credit, with a stated value in excess of $200,000, it shall
promptly, and in any event within ten Business Days after becoming aware that
it is a beneficiary, notify the Collateral Agent thereof and cause the issuer
and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit
Rights to the Collateral Agent and (ii) agree to direct all payments
thereunder to a Deposit Account at the Collateral Agent or subject to a Control
Agreement for application to the Obligations, in accordance with
Section 2.18 of the Credit Agreement, all in form and substance reasonably
satisfactory to the Collateral Agent.


 


4.11         Federal, State or Municipal Claims.  Such Grantor will promptly notify the
Collateral Agent of any Collateral which constitutes a material claim against
the United States government or any state or local government or any
instrumentality or agency thereof, the assignment of which claim is restricted
by federal, state or municipal law.


 


4.12         No Interference. 
Such Grantor agrees that it will not interfere with any right, power and
remedy of the Collateral Agent provided for in this Security Agreement or now
or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by the Collateral Agent of any one or
more of such rights, powers or remedies.


 


4.13         Insurance. 
(a)  In the event any Collateral is located in any area that has
been designated by the Federal Emergency Management Agency as a “Special Flood
Hazard Area”, such Grantor shall use commercially reasonable efforts to
purchase and maintain flood insurance on such Collateral (including any
personal property which is located on any real property leased by such Credit
Party within a “Special Flood Hazard Area”). 
The amount of flood insurance required by this Section shall be in
an amount equal to the lesser of the total Commitments or the total replacement
cost value of the improvements.


 


(a)           All insurance policies relating to the Collateral required
hereunder and under Section 5.06 of the Credit Agreement shall name the
Collateral Agent (for the benefit of the Secured Parties) as an additional
insured or as loss payee, as applicable, and shall contain loss payable clauses
or mortgagee clauses, through endorsements in form and substance reasonably
satisfactory to the Collateral Agent, which provide that: (i) all proceeds
thereunder with respect to any Collateral shall be payable to the Collateral
Agent; (ii) no such insurance shall be affected by any act or neglect of
the insured or owner of the property described in such policy; and
(iii) such policy and loss payable or mortgagee clauses may be canceled,
amended, or terminated only upon at least thirty days prior written notice
given to the Collateral Agent.


 


(b)           All premiums on any such insurance shall be paid when due
by such Grantor, and copies of the policies delivered to the Collateral
Agent.  If such Grantor fails to obtain
any insurance as required by this Section, the Collateral Agent may obtain such
insurance at the Borrowers’ expense.  By
purchasing such insurance, the Collateral Agent shall not be deemed to have
waived any Default arising from the Grantor’s failure to maintain such
insurance or pay any premiums therefor.


 


4.14         Collateral Access Agreements.  Such Grantor shall use commercially
reasonable efforts to obtain a Collateral Access Agreement, from the lessor of
each leased property, mortgagee of owned property or bailee or consignee with
respect to any warehouse, processor or converter facility or other location
where Equipment or Inventory in excess of $500,000 is stored or located, which
agreement or letter shall provide access rights, contain a waiver or
subordination of all Liens or claims that the landlord, mortgagee, bailee or
consignee may assert against the Collateral at that location, and shall otherwise
be reasonably satisfactory in form and substance to the Collateral Agent.  Such Grantor shall timely and fully pay and
perform its obligations in all material respects under all leases and other
agreements with respect to each leased location or third party warehouse where
any material Collateral is or may be located. 
Such Grantor shall enter into a Collateral Access Agreement with the
Revolving


 


18

















 


Collateral Agent only if the Collateral Agent is a
party to such Collateral Access Agreement with the same rights as the Revolving
Collateral Agent unless otherwise reasonably agreed to by the Collateral Agent.


 


4.15         Change of Name or Location; Change of Fiscal Year.  Such Grantor shall not (a) change its
name as it appears in official filings in the state of its incorporation or
organization, (b) change its chief executive office, principal place of
business, mailing address, corporate offices or warehouses or locations at
which Collateral is held or stored, or the location of its records concerning
the Collateral as set forth in the Security Agreement, (c) change the type
of entity that it is, (d) change its organization identification number,
if any, issued by its state of incorporation or other organization, or
(e) change its state of incorporation or organization, in each case,
unless the Collateral Agent shall have received at least thirty days prior
written notice of such change and the Collateral Agent shall have acknowledged
in writing that either (1) such change will not adversely affect the
validity, perfection or priority of the Collateral Agent’s security interest in
the Collateral, or (2) any reasonable action requested by the Collateral
Agent in connection therewith has been completed or taken (including any action
to continue the perfection of any Liens in favor of the Collateral Agent, on
behalf of Secured Parties, in any Collateral), provided that, any new
location shall be in the continental U.S.


 


ARTICLE V
  REMEDIES


 


5.1           Remedies.


 


(a)           Upon the occurrence of an Event of Default that is
continuing, the Collateral Agent may,
with the concurrence or at the direction of the Requisite Lenders, exercise
any or all of the following rights and remedies:


 


(i)            those rights and remedies provided in this Security
Agreement, the Credit Agreement, or any other Loan Document; provided
that, this Section 5.1(a) shall
not be understood to limit any rights or remedies available to the Collateral
Agent and the Secured Parties prior to an Event of Default;


 


(ii)           those rights and remedies available to a secured party
under the UCC (whether or not the UCC applies to the affected Collateral) or
under any other applicable law (including, without limitation, any law
governing the exercise of a bank’s right of setoff or bankers’ lien) when a
debtor is in default under a security agreement;


 


(iii)          give notice of sole control or any other instruction under
any Control Agreement or and other control agreement with any securities
intermediary and take any action therein with respect to such Collateral;


 


(iv)          without notice (except as specifically provided in
Section 8.1 or elsewhere herein), demand or advertisement of any kind to
any Grantor or any other Person, enter the premises of any Grantor where any
Collateral is located (through self-help and without judicial process) to
collect, receive, assemble, process, appropriate, sell, lease, assign, grant an
option or options to purchase or otherwise dispose of, deliver, or realize
upon, the Collateral or any part thereof in one or more parcels at public or
private sale or sales (which sales may be adjourned or continued from time to
time with or without notice and may take place at any Grantor’s premises or
elsewhere), for cash, on credit or for future delivery without assumption of
any credit risk, and upon such other terms as the Collateral Agent may deem
commercially reasonable; and


 


19

















 


(v)           concurrently with written notice to the applicable
Grantor, transfer and register in its name or in the name of its nominee the
whole or any part of the Pledged Collateral, to exchange certificates or
instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations, to exercise the voting and all
other rights as a holder with respect thereto, to collect and receive all cash
dividends, interest, principal and other distributions made thereon and to
otherwise act with respect to the Pledged Collateral as though the Collateral
Agent was the outright owner thereof.


 


(b)           The Collateral Agent, on behalf of the Secured Parties,
may comply with any applicable state or federal law requirements in connection
with a disposition of the Collateral and compliance will not be considered to
adversely affect the commercial reasonableness of any sale of the Collateral.


 


(c)           The Collateral Agent shall have the right upon any such
public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of the Secured Parties, the whole or
any part of the Collateral so sold, free of any right of equity redemption,
which equity redemption the Grantor hereby expressly releases.


 


(d)           Until the Collateral Agent is able to effect a sale,
lease, or other disposition of Collateral, the Collateral Agent shall have the
right to hold or use Collateral, or any part thereof, to the extent that it
deems appropriate for the purpose of preserving Collateral or its value or for
any other purpose deemed appropriate by the Collateral Agent.  The Collateral Agent may, if it so elects,
seek the appointment of a receiver or keeper to take possession of Collateral
and to enforce any of the Collateral Agent’s remedies (for the benefit of the
Secured Parties), with respect to such appointment without prior notice or
hearing as to such appointment.


 


(e)           Notwithstanding the foregoing, neither the Collateral
Agent nor the Secured Parties shall be required to (i) make any demand
upon, or pursue or exhaust any of their rights or remedies against, any
Grantor, any other obligor, guarantor, pledgor or any other Person with respect
to the payment of the Obligations or to pursue or exhaust any of their rights
or remedies with respect to any Collateral therefor or any direct or indirect
guarantee thereof, (ii) marshal the Collateral or any guarantee of the
Obligations or to resort to the Collateral or any such guarantee in any
particular order, or (iii) effect a public sale of any Collateral.


 


(f)            Each Grantor recognizes that the Collateral Agent may be
unable to effect a public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof in accordance with clause
(a) above.  Each Grantor also
acknowledges that any private sale may result in prices and other terms less
favorable to the seller than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall not
be deemed to have been made in a commercially unreasonable manner solely by
virtue of such sale being private.  The
Collateral Agent shall be under no obligation to delay a sale of any of the
Pledged Collateral for the period of time necessary to permit any Grantor or
the issuer of the Pledged Collateral to register such securities for public sale
under the Securities Act of 1933, as amended, or under applicable state
securities laws, even if the applicable Grantor and the issuer would agree to
do so.


 


5.2           Application of Proceeds.


 


(a)           Except as expressly provided elsewhere in this Security
Agreement, all proceeds received by the Collateral Agent in respect of any sale
of, any collection from, or other realization upon all or any part of the
Collateral shall be applied in full or in part by the Collateral Agent against
the Obligations in the following order of priority:  first, to the payment of all costs and
expenses of such sale,


 


20
















 


collection or other realization, including
reasonable compensation to the Collateral Agent or the Administrative Agent and
their respective agents and counsel, and all other expenses, liabilities and
advances made or incurred by the Collateral Agent or the Administrative Agent
in connection therewith, and all amounts for which the Collateral Agent or the
Administrative Agent is entitled to be reimbursed or indemnified hereunder or
under any other Credit Document (in its capacity as the Collateral Agent and
not as a Lender) and all advances made by the Collateral Agent or the
Administrative Agent hereunder or under any other Credit Document for the
account of any, and to the payment of all reasonable costs and expenses paid or
incurred by the Collateral Agent or the Administrative Agent in connection with
the exercise of any right or remedy hereunder or under any other Credit
Documents, all in accordance with the terms hereof or thereof; second,
to the extent of any excess of such proceeds, to the payment of all other
Obligations for the ratable benefit of the Lenders and the Secured Hedge
Counterparties; and third, to the extent of any excess of such proceeds,
to the payment to or upon the order of the applicable Grantor or to whosoever
may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


(b)           Upon any sale of Collateral by the Collateral Agent
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of proceeds by the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.


 


5.3           Grantor’s Obligations Upon an Event of Default.  Upon the request of the Collateral Agent
after the occurrence and during the continuation of an Event of Default, each
Grantor will:


 


(a)           assemble and make available to the Collateral Agent the
Collateral and all books and records relating thereto at any place or places
reasonably specified by the Collateral Agent, whether at a Grantor’s premises or
elsewhere;


 


(b)           permit the Collateral Agent, by the Collateral Agent’s
representatives and agents, to enter, occupy and use  any premises where all or any part of the
Collateral, or the books and records relating thereto, or both, are located, to
take possession of all or any part of the Collateral or the books and records
relating thereto, or both, to remove all or any part of the Collateral or the
books and records relating thereto, or both, and to conduct sales of the
Collateral, without any obligation to pay the Grantor for such use and
occupancy;


 


(c)           prepare and file, or use commercially reasonable efforts
to cause an issuer of Pledged Collateral to prepare and file, with the
Securities and Exchange Commission or any other applicable government agency,
registration statements, a prospectus and such other documentation in
connection with the Pledged Collateral as the Collateral Agent may reasonably
request, all in form and substance reasonably satisfactory to the Collateral
Agent, and furnish to the Collateral Agent, or use commercially reasonable
efforts to cause an issuer of Pledged Collateral to furnish to the Collateral
Agent, any information regarding the Pledged Collateral in such detail as the
Collateral Agent may reasonably specify;


 


(d)           take, or cause an issuer of Pledged Collateral to take,
any and all actions necessary to register or qualify the Pledged Collateral to
enable the Collateral Agent to consummate a public sale or other disposition of
the Pledged Collateral; and


 


(e)           at its own expense, cause the independent certified public
accountants then engaged by each Grantor to prepare and deliver to the
Collateral Agent and each Lender, at any time, and


 


21

















 


from time to time, promptly upon the Collateral
Agent’s request, the following reports with respect to the applicable Grantor:
(i) a reconciliation of all Accounts; (ii) an aging of all Accounts;
(iii) trial balances; and (iv) a test verification of such Accounts.


 


5.4           Grant of Intellectual Property License.  For the purpose of enabling the Collateral
Agent to exercise the rights and remedies under this Article V at
such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, each Grantor hereby (a) grants to the Collateral
Agent, for the benefit of Secured Parties, an irrevocable, nonexclusive license
(exercisable after the occurrence and during the continuance of an Event of
Default without payment of royalty or other compensation to any Grantor) to use,
license or sublicense any Intellectual Property rights now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including
in such license access to all media in which any of the licensed items may be
recorded or stored and to all computer software and programs used for the
compilation or printout thereof and (b) irrevocably agrees that after the
occurrence and during the continuance of an Event of Default the Collateral
Agent may sell any of such Grantor’s Inventory directly to any person,
including without limitation persons who have previously purchased the Grantor’s
Inventory from such Grantor and in connection with any such sale or other
enforcement of the Collateral Agent’s rights under this Security Agreement, may
sell Inventory which bears any Trademark owned by or licensed to such Grantor
and any Inventory that is covered by any Copyright owned by or licensed to such
Grantor and the Collateral Agent may finish any work in process and affix any
Trademark owned by or licensed to such Grantor and sell such Inventory as
provided herein.


 


ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


6.1           Account Verification.  The Collateral Agent may after the occurrence
and during the continuance of an Event of Default, in the Collateral Agent’s
own name, in the name of a nominee of the Collateral Agent, or in the name of
any Grantor communicate (by mail, telephone, facsimile or otherwise) with the
Account Debtors of any such Grantor, parties to contracts with any such Grantor
and obligors in respect of Instruments of any such Grantor to verify with such
Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms
of, and any other matter relating to, Accounts, Instruments, Chattel
Paper, payment intangibles and/or other Receivables.


 


6.2           Authorization for Secured Party to Take Certain Action.


 


(a)           After the occurrence and during the continuation of an
Event of Default (except in the case of clauses (i) and (iii) below
which can be performed by the Collateral Agent at any time), each Grantor
irrevocably authorizes the Collateral Agent at any time and from time to time
in the sole discretion of the Collateral Agent and appoints the Collateral
Agent as its attorney in fact (i) to execute on behalf of such Grantor as
debtor and to file financing statements necessary or desirable in the
Collateral Agent’s sole discretion to perfect and to maintain the perfection
and priority of the Collateral Agent’s security interest in the Collateral,
(ii) to endorse and collect any cash proceeds of the Collateral,
(iii) to file a carbon, photographic or other reproduction of this
Security Agreement or any financing statement with respect to the Collateral as
a financing statement and to file any other financing statement or amendment of
a financing statement (which does not add new collateral or add a debtor) in
such offices as the Collateral Agent in its sole discretion deems necessary or
desirable to perfect and to maintain the perfection and priority of the
Collateral Agent’s security interest in the Collateral, (iv) to contact
and enter into one or more agreements with the issuers of uncertificated
securities which are Pledged Collateral or with securities intermediaries
holding Pledged Collateral as may be necessary or advisable to give the
Collateral Agent Control over such Pledged Collateral, (v) to apply the
proceeds of any Collateral received by the Collateral Agent to the Obligations
as provided in Section 7.3, (vi) to discharge past due


 


22

















 


taxes, assessments, charges, fees or Liens on the
Collateral (except for such Liens as are specifically permitted hereunder),
(vii) to contact Account Debtors for any reason, (viii) to demand
payment or enforce payment of the Receivables and any other Collateral in the
name of the Collateral Agent or such Grantor and to endorse any and all checks,
drafts, and other instruments for the payment of money relating to the
Receivables and any other Collateral, (ix) to sign such Grantor’s name on
any invoice or bill of lading relating to the Receivables and any other
Collateral, drafts against any Account Debtor of the Grantor, assignments and
verifications of Receivables, (x) to exercise all of such Grantor’s rights
and remedies with respect to the collection of the Receivables and any other
Collateral, (xi) to settle, adjust, compromise, extend or renew the
Receivables, (xii) to settle, adjust or compromise any legal proceedings
brought to collect Receivables, (xiii) to prepare, file and sign such
Grantor’s name on a proof of claim in bankruptcy or similar document against
any Account Debtor of such Grantor, (xiv) to prepare, file and sign such
Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or
similar document in connection with the Receivables, (xv) to change the
address for delivery of mail addressed to such Grantor to such address as the
Collateral Agent may designate and to receive, open and dispose of all mail
addressed to such Grantor, and (xvi) to do all other acts and things
necessary to carry out this Security Agreement; and such Grantor agrees to
reimburse the Collateral Agent on demand for any reasonable payment made or any
reasonable expense incurred by the Collateral Agent in connection with any of
the foregoing; provided that, this authorization shall not relieve such
Grantor of any of its obligations under this Security Agreement or under the
Credit Agreement.


 


(b)           All acts of said attorney or designee are hereby ratified
and approved. The powers conferred on the Collateral Agent, for the benefit of
the Secured Parties, under this Section 6.2 are solely to protect the
Collateral Agent’s interests in the Collateral and shall not impose any duty
upon the Collateral Agent or any Lender to exercise any such powers.  The
Collateral Agent agrees that, except for the powers granted in
Section 6.2(a)(i) and Section 6.2(a)(ii), it shall not exercise
any power or authority granted to it unless an Event of Default has occurred
and is continuing.


 


6.3           Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS THE COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET
FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED
COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL
POWER OF SUBSTITUTION TO DO SO.  IN
ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF
THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO
EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF
SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING
WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND
VOTING AT SUCH MEETINGS).  SUCH PROXY
SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED
COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT.


 


6.4           Nature of Appointment; Limitation of Duty.  THE APPOINTMENT OF THE COLLATERAL AGENT AS
PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST
AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS
TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT, NOR ANY LENDER, NOR ANY OF
THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL HAVE ANY DUTY TO


 


23

















 


EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR
OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO
SO OR FOR ANY DELAY IN DOING SO, EXCEPT 
IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT
JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR
ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.


 


ARTICLE VII

DEPOSIT ACCOUNTS


 


7.1           Deposit Accounts.


 


(a)           Within 90 days after the Closing Date (or such later date
as the Collateral Agent shall agree), each Grantor shall (i) execute and
deliver to the Collateral Agent Control Agreement for each Deposit Account
(other than accounts with a balance not exceeding $25,000 individually or
$100,000 in the aggregate) maintained by such Grantor into which all cash,
checks or other similar payments relating to or constituting payments made in
respect of Receivables will be deposited into a depositary account (such
Deposit Account, a “Controlled Account”), which Controlled Accounts are
identified as such on Exhibit B, and (ii) establish lock box
service (the “Lock Boxes”) with the bank(s) set forth in Exhibit B,
which lock boxes shall be subject to irrevocable lockbox agreements in the form
provided by or otherwise reasonably acceptable to the Collateral Agent and
shall be accompanied by an acknowledgment by the bank where the Lock Box is
located of the Lien of the Collateral Agent granted hereunder and of
irrevocable instructions to wire all amounts collected therein to Controlled
Accounts (a “Lock Box Agreement”). After the Closing Date, each Grantor
will comply with the terms of Section 7.2.


 


(b)           Within 90 days after the Closing Date (or such later date
as the Collateral Agent shall agree), each Grantor shall direct all of its
Account Debtors that forward payments to such Grantor to forward payments
directly to Lock Boxes subject to Lock Box Agreements.  The Collateral Agent shall have sole access
to the Lock Boxes at all times and each Grantor shall take all actions
necessary to grant the Collateral Agent such sole access.  At no time shall any Grantor remove any item
from a Lock Box without the Collateral Agent’s prior written consent.  If any Grantor should refuse or neglect to
notify any Account Debtor to forward payments directly to a Lock Box subject to
a Lock Box Agreement after notice from the Collateral Agent, the Collateral
Agent shall, notwithstanding the
language set forth in Section 6.2(b), be entitled to make such
notification directly to Account Debtor. 
If notwithstanding the foregoing instructions, any Grantor receives any
proceeds of any Receivables, such Grantor shall receive such payments as the
Collateral Agent’s trustee, and shall immediately deposit all cash, checks or
other similar payments related to or constituting payments made in respect of
Receivables received by it to a Controlled Account.  Any such proceeds of the Collateral shall be
applied in the order set forth in Section 5.2 unless a court of competent
jurisdiction shall otherwise direct.


 


7.2           Covenant Regarding New Deposit Accounts; Lock Boxes.  Before opening or replacing any Controlled
Account or other Deposit Account (other than accounts with a balance not
exceeding $25,000 individually or $100,000 in the aggregate), or establishing a
new Lock Box, each Grantor shall  cause
each bank or financial institution in which it seeks to open (i) a Deposit
Account, to enter into a Control Agreement with the Collateral Agent in order
to give the Collateral Agent Control of such Deposit Account, or (ii) a
Lock Box, to enter into a Lock Box Agreement with the Collateral Agent Control
of the Lock Box.  In the case of Deposit
Accounts or Lock Boxes maintained with Lenders, the terms of such letter shall
be subject to the provisions of the Credit Agreement regarding setoffs.


 


24

















 


ARTICLE VIII

GENERAL PROVISIONS


 


8.1           Waivers. 
Each Grantor hereby waives notice (to the maximum extent permitted by
applicable law) of the time and place of any public sale or the time after
which any private sale or other disposition of all or any part of the
Collateral may be made.  To the extent
such notice may not be waived under applicable law, any notice made shall be
deemed reasonable if sent to the Grantors, addressed as set forth in
Article IX, at least ten days prior to (i) the date of any such
public sale or (ii) the time after which any such private sale or other
disposition may be made.  To the maximum
extent permitted by applicable law, each Grantor waives all claims, damages,
and demands against the Collateral Agent or any Lender arising out of the
repossession, retention or sale of the Collateral, except such as arise solely
out of the gross negligence or willful misconduct of the Collateral Agent or
such Lender as finally determined by a court of competent jurisdiction.  To the extent it may lawfully do so, each
Grantor absolutely and irrevocably waives and relinquishes the benefit and
advantage of, and covenants not to assert against the Collateral Agent or any
Lender, any valuation, stay, appraisal, extension, moratorium, redemption or
similar laws and any and all rights or defenses it may have as a surety now or
hereafter existing which, but for this provision, might be applicable to the
commercially reasonable sale of any Collateral made under the judgment, order
or decree of any court, or privately under the power of sale conferred by this
Security Agreement, or otherwise.  Except
as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by
applicable law) of any kind in connection with this Security Agreement or any
Collateral.


 


8.2           Limitation on Collateral Agent’s and Lenders’ Duty with
Respect to the Collateral.  The
Collateral Agent shall have no obligation to clean-up or otherwise prepare the
Collateral for sale.  The Collateral
Agent and each Lender shall use reasonable care with respect to the Collateral
in its possession or under its control. 
Neither the Collateral Agent nor any Lender shall have any other duty as
to any Collateral in its possession or control or in the possession or control
of any agent or nominee of the Collateral Agent or such Lender, or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto. To the extent that applicable law imposes duties on
the Collateral Agent to exercise remedies in a commercially reasonable manner,
each Grantor acknowledges and agrees that each of the following, in and of
itself, is commercially unreasonable for the Collateral Agent to do:
(i) to fail to incur expenses deemed significant by the Collateral Agent
to prepare Collateral for disposition or otherwise to transform raw material or
work in process into finished goods or other finished products for disposition,
(ii) to fail to obtain third party consents for access to Collateral to be
disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of
Collateral to be collected or disposed of, (iii) to fail to exercise
collection remedies against Account Debtors or other Persons obligated on Collateral
or to remove Liens on or any adverse claims against Collateral, (iv) to
exercise collection remedies against Account Debtors and other Persons
obligated on Collateral directly or through the use of collection agencies and
other collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons,
whether or not in the same business as such Grantor, for expressions of interest
in acquiring all or any portion of such Collateral, (vii) to hire one or
more professional auctioneers to assist in the disposition of Collateral,
whether or not the Collateral is of a specialized nature, (viii) to
dispose of Collateral by utilizing internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable
capacity of doing so, or that match buyers and sellers of assets, (ix) to
dispose of assets in wholesale rather than retail markets, (x) to disclaim
disposition warranties, such as title, possession or quiet enjoyment,
(xi) to purchase insurance or credit enhancements to insure the Collateral
Agent against risks of loss, collection or disposition of Collateral or to
provide to the Collateral Agent a guaranteed return from the collection or
disposition of Collateral, or (xii) to the extent deemed appropriate by
the Collateral Agent, to obtain the services of other brokers, investment
bankers,


 


25

















 


consultants and other professionals to assist the
Collateral Agent in the collection or disposition of any of the
Collateral.  Each Grantor acknowledges
that the purpose of this Section 8.2 is to provide non-exhaustive
indications of what actions or omissions by the Collateral Agent would not, in
and of themselves be commercially unreasonable in the Collateral Agent’s
exercise of remedies against the Collateral and that other actions or omissions
by the Collateral Agent shall not be deemed commercially unreasonable solely on
account of not being indicated in this Section 8.2.  Without limitation upon the foregoing,
nothing contained in this Section 8.2 shall be construed to grant any
rights to any Grantor or to impose any duties on the Collateral Agent that
would not have been granted or imposed by this Security Agreement or by
applicable law in the absence of this Section 8.2.


 


8.3           Compromises and Collection of Collateral.  The Grantors and the Collateral Agent
recognize that setoffs, counterclaims, defenses and other claims may be
asserted by obligors with respect to certain of the Receivables, that certain
of the Receivables may be or become uncollectible in whole or in part and that
the expense and probability of success in litigating a disputed Receivable may
exceed the amount that reasonably may be expected to be recovered with respect
to a Receivable.  In view of the
foregoing, each Grantor agrees that the Collateral Agent may at any time and
from time to time, if an Event of Default has occurred and is continuing,
compromise with the obligor on any Receivable, accept in full payment of any
Receivable such amount as the Collateral Agent in its sole discretion shall
determine or abandon any Receivable, and any such action by the Collateral
Agent shall be commercially reasonable so long as the Collateral Agent acts in
good faith based on information known to it at the time it takes any such
action.


 


8.4           Secured Party Performance of Debtor Obligations.  Without having any obligation to do so, the
Collateral Agent may perform or pay any obligation which any Grantor has agreed
to perform or pay in this Security Agreement and which such Grantor has failed
to timely perform or pay and the Grantors shall reimburse the Collateral Agent
for any amounts paid by the Collateral Agent pursuant to this
Section 8.4.  The Grantors’
obligation to reimburse the Collateral Agent pursuant to the preceding sentence
shall be an Obligation payable on demand.


 


8.5           Specific Performance of Certain Covenants.  Each Grantor acknowledges and agrees that a
breach of any of the covenants contained in Sections 4.1(e), 4.1(f), 4.4, 4.5,
4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.13, 4.14, 4.15 or 5.3 or in Article VII
will cause irreparable injury to the Collateral Agent and the Lenders, that the
Collateral Agent and the Lenders have no adequate remedy at law in respect of
such breaches and therefore agrees, without limiting the right of the
Collateral Agent or the Lenders to seek and obtain specific performance of
other obligations of the Grantors contained in this Security Agreement, that
the covenants of the Grantors contained in the Sections referred to in this
Section 8.5 shall be specifically enforceable against the Grantors.


 


8.6           Dispositions Not Authorized.  No Grantor is authorized to sell or otherwise
dispose of the Collateral except as set forth in Section 4.1(e) and
notwithstanding any course of dealing between any Grantor and the Collateral
Agent or other conduct of the Collateral Agent, no authorization to sell or
otherwise dispose of the Collateral (except as set forth in
Section 4.1(e)) shall be binding upon the Collateral Agent or the Lenders
unless such authorization is in writing signed by the Collateral Agent with the
consent or at the direction of the Requisite Lenders, such consent not to be
unreasonably withheld, delayed or conditioned.


 


8.7           No Waiver; Amendments; Cumulative Remedies.  No delay or omission of the Collateral Agent
or any Secured Parties to exercise any right or remedy granted under this
Security Agreement shall impair such right or remedy or be construed to be a
waiver of any Default or an acquiescence therein, and any single or partial
exercise of any such right or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right or remedy.  No waiver, amendment or other variation of
the


 


26

















 


terms, conditions or provisions of this Security
Agreement whatsoever shall be valid unless in writing signed by the Collateral
Agent with the concurrence or at the direction of the Secured Parties and then
only to the extent in such writing specifically set forth.  All rights and remedies contained in this
Security Agreement or by law afforded shall be cumulative and all shall be
available to the Collateral Agent and the Secured Parties until the Obligations
have been paid in full.


 


8.8           Limitation by Law; Severability of Provisions.  All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the
provisions of this Security Agreement are intended to be subject to all
applicable mandatory provisions of law that may be controlling and to be
limited to the extent necessary so that they shall not render this Security
Agreement invalid, unenforceable or not entitled to be recorded or registered,
in whole or in part.  Any provision in
this Security Agreement that is held to be inoperative, unenforceable, or
invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in
any other jurisdiction, and to this end the provisions of this Security
Agreement are declared to be severable.


 


8.9           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 any creditor or creditors or should a receiver
or trustee be appointed for all or any significant part of any Grantor’s
assets, and shall continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the 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 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 Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


8.10         Benefit of Agreement. 
The terms and provisions of this Security Agreement shall be binding
upon and inure to the benefit of the Grantors, the Collateral Agent and the
Lenders and their respective successors and assigns (including all persons who
become bound as a debtor to this Security Agreement), except that no Grantor
shall have the right to assign its rights or delegate its obligations under
this Security Agreement or any interest herein, without the prior written
consent of the Collateral Agent (such consent not to be unreasonably withheld
or delayed).  No sales of participations,
assignments, transfers, or other dispositions of any agreement governing the
Obligations or any portion thereof or interest therein shall in any manner
impair the Lien granted to the Collateral Agent, for the benefit of the Secured
Parties, hereunder.


 


8.11         Survival of Representations.  All representations and warranties of the
Grantors contained in this Security Agreement shall survive the execution and
delivery of this Security Agreement.


 


8.12         Taxes and Expenses. 
Any taxes (including income taxes) payable or ruled payable by Federal
or State authority in respect of this Security Agreement shall be paid by the
Grantors, together with interest and penalties, if any.  The Grantors shall reimburse the Collateral
Agent for any and all out-of-pocket expenses (including reasonable attorneys’,
auditors’ and accountants’ fees and reasonable time charges of attorneys,
paralegals, auditors and accountants) paid or incurred by the Collateral Agent
in connection with the preparation, execution, delivery, administration,
collection and enforcement of this Security Agreement and in the audit,
analysis, administration, collection, preservation or sale of the Collateral
(including the expenses and charges associated with any periodic or special
audit of the Collateral authorized pursuant to this Security Agreement).  Any and all costs and expenses incurred by


 


27

















 


the Grantors in the performance of actions required
pursuant to the terms hereof shall be borne solely by the Grantors.


 


8.13         Headings.  The
title of and section headings in this Security Agreement are for convenience of
reference only, and shall not govern the interpretation of any of the terms and
provisions of this Security Agreement.


 


8.14         Termination. 
This Security Agreement shall continue in effect until the Credit
Agreement has terminated pursuant to its express terms.


 


8.15         Entire Agreement. 
This Security Agreement embodies the entire agreement and understanding
between the Grantors and the Collateral Agent relating to the Collateral and
supersedes all prior agreements and understandings between the Grantors and the
Collateral Agent relating to the Collateral.


 


8.16         CHOICE OF LAW. 
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


 


8.17         CONSENT TO JURISDICTION.  EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING
IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.  NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE COLLATERAL AGENT OR ANY LENDER TO BRING PROCEEDINGS
AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY ANY GRANTOR
AGAINST THE COLLATERAL AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.


 


8.18         WAIVER OF JURY TRIAL. EACH GRANTOR, THE COLLATERAL
AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.


 


8.19         Indemnity. 
Each Grantor hereby agrees to indemnify the Collateral Agent and the
Lenders, and their respective successors, assigns, agents and employees (each
an “Indemnitee”), from and against any and all liabilities, damages,
penalties, suits, costs, and expenses of any kind and nature (including,
without limitation, all reasonable expenses of litigation or preparation
therefor whether or not the Collateral Agent or any Lender is a party thereto)
imposed on, incurred by or asserted against the Collateral Agent or the
Lenders, or their respective successors, assigns, agents and employees, in any
way relating to or arising out of this Security Agreement, or the manufacture,
purchase, acceptance, rejection,


 


28

















 


ownership, delivery, lease, possession, use,
operation, condition, sale, return or other disposition of any Collateral
(including, without limitation, latent and other defects, whether or not
discoverable by the Collateral Agent or the Lenders or any Grantor, and any
claim for Patent, Trademark or Copyright infringement); provided, however, that
no Grantor shall have any indemnity obligation under this Section 8.19 to
the extent such indemnity obligation arises from the gross negligence or
willful misconduct of an Indemnitee, in each case, as determined by a final,
non-appealable judgment of a court of competent jurisdiction.


 


8.20         Counterparts. 
This Security Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and any of the
parties hereto may execute this Security Agreement by signing any such
counterpart.


 


ARTICLE IX

NOTICES


 


9.1           Sending Notices. 
Any notice required or permitted to be given under this Security
Agreement shall be sent by United States mail, telecopier, personal delivery or
nationally established overnight courier service, and shall be deemed received
(a) when received, if sent by hand or overnight courier service, or mailed
by certified or registered mail notices or (b) when sent, if sent by
telecopier (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient), in each case addressed to the Grantors at
the notice address set forth on Exhibit A, and to the Collateral
Agent and the Lenders at the addresses set forth in accordance with
Section 10.1 of the Credit Agreement.


 


9.2           Change in Address for Notices.  Each of the Grantors, the Collateral Agent
and the Lenders may change the address for service of notice upon it by a
notice in writing to the other parties.


 


ARTICLE X

THE COLLATERAL AGENT


 


Goldman
Sachs Lending Partners LLC, has been appointed Collateral Agent for the Lenders
hereunder pursuant to Section 9 of the Credit Agreement.  It is expressly understood and agreed by the
parties to this Security Agreement that any authority conferred upon the
Collateral Agent hereunder is subject to the terms of the delegation of
authority made by the Lenders to the Collateral Agent pursuant to the Credit
Agreement, and that the Collateral Agent has agreed to act (and any successor
Collateral Agent shall act) as such hereunder only on the express conditions
contained in such Section 9 of the Credit Agreement.  Any successor Collateral Agent appointed
pursuant to Section 9 of the Credit Agreement shall be entitled to all the
rights, interests and benefits of the Collateral Agent hereunder.


 


[Signature Page Follows]


 


29

















 


EXECUTION VERSION


 


IN
WITNESS WHEREOF, the Grantors and the Collateral Agent have executed this
Security Agreement as of the date first above written.


 


	
   

  	
  GRANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  CLOPAY
  AMES TRUE TEMPER HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Gibbons

  
	
   

  	
   

  	
  Name:
  Tom Gibbons

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLOPAY
  AMES TRUE TEMPER LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Seth L. Kaplan

  
	
   

  	
   

  	
  Name:
  Seth K. Kaplan

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLOPAY
  PLASTIC PRODUCTS COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Gibbons

  
	
   

  	
   

  	
  Name:
  Tom Gibbons

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLOPAY
  BUILDING PRODUCTS COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Gibbons

  
	
   

  	
   

  	
  Name:
  Tom Gibbons

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


30

















 


	
   

  	
  CLOPAY
  TRANSPORTATION COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Gibbons

  
	
   

  	
   

  	
  Name:
  Tom Gibbons

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLOPAY
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Seth L. Kaplan

  
	
   

  	
   

  	
  Name:
  Seth K. Kaplan

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHATT
  HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Nuti

  
	
   

  	
   

  	
  Name:
  David Nuti

  
	
   

  	
   

  	
  Title:
  Vice President of Finance and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATT
  HOLDING CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Nuti

  
	
   

  	
   

  	
  Name:
  David Nuti

  
	
   

  	
   

  	
  Title:
  Vice President of Finance and CFO

  



 


31

















 


	
   

  	
  AMES
  TRUE TEMPER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Nuti

  
	
   

  	
   

  	
  Name:
  David Nuti

  
	
   

  	
   

  	
  Title:
  Vice President of Finance and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMES
  U.S. HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Nuti

  
	
   

  	
   

  	
  Name:
  David Nuti

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMES
  TRUE TEMPER PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Nuti

  
	
   

  	
   

  	
  Name:
  David Nuti

  
	
   

  	
   

  	
  Title:
  CFO and Assistant Secretary

  



 


32

















 


	
   

  	
  CLOPAY
  BUILDING PRODUCTS INTERNATIONAL SALES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Gibbons

  
	
   

  	
   

  	
  Name:
  Tom Gibbons

  
	
   

  	
   

  	
  Title:
  Vice President and Treasurer

  



 


33

















 


	
   

  	
  GOLDMAN
  SACHS LENDING PARTNERS LLC, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alexis Maged

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


34