Exhibit 4.2


 


Execution Version


 


GUARANTOR SECURITY AGREEMENT


 


GUARANTOR
SECURITY AGREEMENT, dated as of October 5, 2010 (as amended, supplemented
or otherwise modified from time to time, this “Security Agreement”),
made by (i) STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware
corporation (“SMI”), (ii) THE O.S. KELLY COMPANY, an Ohio
corporation (“O.S. Kelly”), (iii) MUSIC MATTERS AFTER SCHOOL, INC.,
a Delaware corporation (“MMAS”), and (iv) ARKIVMUSIC, LLC, a New
York limited liability company (“ArkivMusic” and, together with SMI,
O.S. Kelly and MMAS, the “Grantors” and each a “Grantor”), in
favor of BANK OF AMERICA, N.A., a national banking association, as
administrative agent (in such capacity, the “Administrative Agent”) for
the lenders (the “Lenders”) party to the Loan Agreement referred to
below.


 


BACKGROUND


 


(A)          Simultaneous with the execution of this Security Agreement,
Conn-Selmer, Inc., a Delaware corporation (“Conn-Selmer”), and
Steinway, Inc., a Delaware corporation (“Steinway” and, together
with Conn-Selmer, the “Borrowers”), the Administrative Agent and the
Lenders party thereto are entering into a Loan and Security Agreement (the “Loan
Agreement”), pursuant to which the Lenders will make Loans and other
financial accommodations to the Borrowers on the terms set forth therein.


 


(B)           SMI owns, directly, all of the equity of Conn-Selmer, and
Conn-Selmer, either directly or indirectly, as applicable, owns all of the
equity of Steinway and the Grantors (other than SMI).


 


(C)           Pursuant to a Guarantee dated as of the date hereof, each
Grantor, among other things, will jointly and severally, unconditionally and
irrevocably, guarantee to the Administrative Agent, for the ratable benefit of
the Lenders and the other Secured Parties and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrowers when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations under the Loan Agreement and the
other Loan Documents.


 


(D)          The Borrowers and the Grantors, though separate legal
entities, comprise an integrated financial enterprise, and the extension of
credit to the Borrowers under the Loan Agreement will inure, directly or
indirectly, to the benefit of the Grantors as the successful operation of
Grantors is dependent on the continued successful performance of the Borrowers.


 


(E)           It is a condition precedent to the effectiveness of the
Loan Agreement that the Grantors execute and deliver this Security Agreement to
the Administrative Agent.


 


FOR
VALUE RECEIVED and in consideration of the promises and to induce the Lenders
and the Administrative Agent to enter into the Loan Agreement and to induce the
Lenders to make their respective loans to the Borrowers under the Loan
Agreement, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders and the other Secured Parties, as follows:


 


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1.             Defined Terms. 
(a) Unless otherwise defined herein, capitalized terms which are
defined in the Loan Agreement and used herein shall have the meanings given to
them in the Loan Agreement; the following terms which are defined in the
Uniform Commercial Code in effect in The Commonwealth of Massachusetts on the
date hereof are used herein as so defined: Chattel Paper, Commercial Tort
Claims, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Investment
Property, Proceeds, and Supporting Obligations; and the following terms shall
have the following meanings:


 


“Bank
Account”: (i) a deposit, custody or other account (whether, in any
case, time or demand or interest or non-interest bearing) maintained by any
Grantor with any Lender or other institution acceptable to the Administrative
Agent, (ii) all cash and securities from time to time standing to the
credit of such account, and (iii) all interest, principal and other
distributions payable on or with respect to, such account or such cash or
securities.  Within 180 days of the
Closing Date, each such account (other than (a) any Excluded Account and (b) any
individual account exclusively used for payroll, payroll taxes or employee
benefits, or an account containing not more than $100,000 at any time; provided
that at no time shall the Obligors maintain accounts containing in excess of
$2,500,000 in the aggregate at any time that are not subject to the control of
the Administrative Agent) shall be subject to a Deposit Account Control
Agreement, in form and substance satisfactory, which shall provide that such
account shall be subject to the control of the Administrative Agent and that
the bank or other institution with which such account is maintained shall
comply with the instructions of the Administrative Agent upon the occurrence
and during the continuation of an Event of Default regarding such cash,
securities, interest, principal and distributions held in such account without
further consent by any Grantor.


 


“Collateral”:
as defined in Section 2 of this Security Agreement.


 


“Contracts”:
all contracts and agreements, including the material contracts and agreements
listed on Schedule V hereto, as the same may from time to time be
amended, supplemented or otherwise modified, including, without limitation, (a) all
rights of any Grantor to receive moneys due and to become due to it thereunder
or in connection therewith, (b) all rights of any Grantor to damages
arising out of, or for, breach or default in respect thereof and (c) all
rights of any Grantor to perform and to exercise all remedies thereunder.


 


“Copyright”:
(a) any copyright in any original work of authorship fixed in any tangible
medium of expression (including, without limitation, any thereof referred to on
Schedule I hereto), including, without limitation, all databases, source
codes, object codes and manuals, whether published or unpublished, whether now
or hereafter existing, and whether in the United States or any other country,
and all applications, registrations, renewals, extensions and recordings
relating thereto filed in the United States Copyright Office or in any other
governmental office or agency in the United States or any other country or
political subdivision thereof, in each case in which any Grantor has any right,
title or interest, whether as author, assignee, transferee or otherwise, and
all other rights which any Grantor presently has or hereafter acquires pursuant
to any Copyright License relating to any such copyright, including, without
limitation, copyright assignments, and exclusive and nonexclusive licenses, and
(b) all right, title and interest of any Grantor in all physical materials
embodying any work with respect to which any Grantor owns or holds rights in
any Copyright or Copyright License.


 


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“Copyright
License”: (a) any agreement, written or oral, naming any Grantor as
licensor or licensee, granting any right in or to any Copyright or copyright
registration in the United States or any foreign country (including, without
limitation, any thereof referred to on Schedule I hereto) or (b) any
and all present and future agreements, including, without limitation,
assignments and consents, as any such agreements may from time to time be
amended or supplemented, pursuant to which any Grantor now has or hereafter
acquires any direct or beneficial interest in any Copyright, or is a grantor of
rights to any third party with respect to any copyright, whether as a party to
any such agreement or as an assignee of any rights under any such agreement
(including, without limitation, any thereof referred to on Schedule I
hereto) excluding, however, non-exclusive computer software licenses.


 


“Patents”:
(a) all letters patent of the United States or any other country,
including patents, design patents and utility models, and all registrations and
recordings thereof, including, without limitation, any thereof referred to in Schedule
I hereto, (b) all applications for letters patent of the United States
or any other country and (c) all reissues, extensions, divisions,
continuations and continuations-in-part thereof, and the inventions disclosed
or claimed therein, including the right to make, sell and/or use the inventions
disclosed or claimed therein; including, without limitation, any thereof
referred to in Schedule I hereto.


 


“Patent
License”: any agreement, whether written or oral, providing for the grant
by or to any Grantor of any right to manufacture, use or sell any invention
covered by a Patent, and all rights of any Grantor under such agreement;
including, without limitation, any thereof referred to in Schedule I
hereto.


 


“Security
Agreement”: as defined in the preamble hereto.


 


“Trademarks”:
(a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, all prints or labels on which any of the
foregoing appear, and all designs and general intangibles of a like nature, and
the goodwill associated therewith or symbolized thereby, and all other assets,
rights and interests that uniquely embody such goodwill, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and
all applications in connection therewith, whether in the United States Patent
and Trademark Office or in any similar office or agency of the United States,
any state thereof or any other country or any political subdivision thereof, or
otherwise, including, without limitation, any thereof referred to in Schedule
I hereto, and (b) all extensions or renewals thereof.


 


“Trademark
License”: any agreement, written or oral, providing for the grant by or to
any Grantor of any right to use any Trademark, including, without limitation,
any thereof referred to in Schedule I hereto.


 


(b)           The words “hereof”, “herein” and “hereunder” and words of
similar import when used in this Security Agreement shall refer to this
Security Agreement as a whole and not to any particular provision of this
Security Agreement, and Section, Schedule. 
Annex, and Exhibit references are to this Security Agreement unless
otherwise specified.  The meanings given
to terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.


 


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2.             Grant of Security Interest.  As collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, each Grantor hereby grants to
the Administrative Agent for the ratable benefit of the Lenders and the other
Secured Parties a security interest in all of its personal property, including
without limitation, the following property now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Collateral”):


 


a.                                       all Accounts;


 


b.                                      all Bank
Accounts;


 


c.                                       all Chattel
Paper, including electronic chattel paper;


 


d.                                      all Commercial
Tort Claims;


 


e.                                       all Contracts;


 


f.                                         all Documents;


 


g.                                      all General Intangibles,
including all Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks, and Trademark Licensese;


 


h.                                      all Goods,
including Equipment, Inventory and fixtures;


 


i.                                          all
Instruments;


 


j.                                          all Investment
Property;


 


k.                                       all letters of
credit rights and other supporting obligations;


 


l.                                          all monies,
whether or not in the possession or under the control of the Administrative
Agent, a Lender, or a bailee or Affiliate of the Administrative Agent or a
Lender,
including any Cash Collateral;


 


m.                                    all accessions
to, substitutions for, and all replacements, products, and cash and non-cash
proceeds of the foregoing, including proceeds of and unearned premiums with
respect to insurance policies, and claims against any Person for loss, damage
or destruction of any Collateral; and


 


n.                                      all books and
records (including customer lists, files, correspondence, tapes, computer
programs, print-outs and computer records) pertaining to the foregoing;


 


provided
that the term “Collateral” shall not include: 
(x) any contract, license, agreement, instrument, document, permit
or franchise that validly prohibits, restricts or requires the consent not
obtained of a third party for the creation by such Grantor of a security
interest in such contract, license, agreement, instrument, document, permit or
franchise (or in any rights or property obtained by such Grantor under such
contract, license, agreement, instrument, document, permit or franchise) except
to the extent such prohibition, restriction or consent


 


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requirement
would be rendered ineffective with respect to the creation of the security
interest hereunder pursuant to Sections 9-406, 9-407, 9-408 and 9-409 of the
UCC; provided that, at such time as the condition causing such limitation shall
be remedied, whether by contract, change of law or otherwise, the contract,
license, lease, agreement, instrument, document, permit or franchise shall
immediately be included in the Collateral, and any security interest that would
otherwise be granted herein shall attach immediately to such contract, license,
lease, agreement, instrument, document, permit or franchise, or to the extent
severable, to any portion thereof that does not result in such limitation; (y) any
“intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b)
of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use”
pursuant to Section 1(d) of the Lanham Act or of an “Amendment to
Allege Use” pursuant to Section 1(c) of the Lanham Act with respect
thereto, solely to the extent, if any, that and solely during the period, if
any, in which, the grant of a security interest therein would impair the
validity or enforceability of any registration that issues from such intent-to-use
application under applicable federal law; and (z) the Voting Equity
Interests of any Foreign Subsidiary constituting more than 65% of the total
combined voting power of all voting Equity Interests of such Foreign
Subsidiary; provided that, notwithstanding anything to the contrary set forth
herein, the Collateral shall include any proceeds (and the right to receive
proceeds, including from the sale, assignment or transfer of such assets),
substitutions or replacements of any such assets excluded from the Collateral
pursuant to the foregoing clauses (x), (y) and (z) (unless such
proceeds, substitutions or replacements would constitute assets specifically
covered by the foregoing clauses (x), (y) and (z)).


 


3.             Administration of Accounts; Bank Accounts.


 


(a)           Records and Schedules of Accounts.  Each Grantor shall keep accurate and complete
records of its Accounts, including all payments and collections thereon, and
shall submit to the Administrative Agent sales, collection, reconciliation and
other reports in form satisfactory to the Administrative Agent, on such
periodic basis as the Administrative Agent may request.


 


(b)           Account Verification.  Whether or not a Default or Event of Default
exists, the Administrative Agent shall have the right at any time during
regular business hours, in the name of the Administrative Agent, any designee
of the Administrative Agent or any Grantor, to verify the validity, amount or
any other matter relating to any Accounts of Grantors by mail, telephone or
otherwise; provided that so long as no Event of Default has occurred and is
continuing, nor more than one such verification process shall be paid for by
the Grantors during any twelve (12) month period.  Grantors shall cooperate fully with Agent in
an effort to facilitate and promptly conclude any such verification process.


 


(c)           Maintenance of Dominion Account.  Grantors shall maintain Dominion Accounts
pursuant to lockbox or other arrangements acceptable to the Administrative
Agent.  Grantors shall obtain an
agreement (in form and substance satisfactory to the Administrative Agent) from
each lockbox servicer and Dominion Account bank, establishing the
Administrative Agent’s control over and Lien in the lockbox or Dominion
Account, which may be exercised by the Administrative Agent during any Cash
Trigger Period, requiring immediate deposit of all remittances received in the
lockbox to a Dominion Account, and waiving offset rights of such servicer or
bank, except for customary administrative charges.  If a Dominion Account is not maintained with
Bank of America, the Administrative Agent may, during any Cash Trigger Period,
require immediate transfer of all funds in such account to a Dominion Account


 


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maintained with Bank of America.  The Administrative Agent and Lenders assume
no responsibility to Grantors for any lockbox arrangement or Dominion Account,
including any claim of accord and satisfaction or release with respect to any
Payment Items accepted by any bank.


 


(d)           Proceeds of Collateral.  Grantors shall request in writing and
otherwise take all necessary steps to ensure that all payments on Accounts or
otherwise relating to Collateral are made directly to a Dominion Account (or a
lockbox relating to a Dominion Account). 
If any Grantor receives cash or Payment Items with respect to any
Collateral, it shall hold same in trust for the Administrative Agent and
promptly (not later than the next Business Day) deposit same into a Dominion
Account.


 


(e)           Bank Accounts. 
Schedule II sets
forth all Bank Accounts maintained by Grantors, including all Dominion
Accounts.  Within 180 days of the Closing
Date, each Grantor shall take all actions necessary to establish the
Administrative Agent’s control of each such Bank Account (other than (a) any
Excluded Account and (b) any individual account containing not more that
$100,000 at any time; provided that at no time shall the Obligors maintain
accounts containing in excess of $2,500,000 in the aggregate at any time that
are not subject to the control of the Administrative Agent) and, in connection
therewith, shall cause each depository bank for each such Bank Account to
execute a Deposit Account Control Agreement in form and substance satisfactory
to the Administrative Agent.  Each
Grantor shall be the sole account holder of each Bank Account and shall not
allow any other Person (other than the Administrative Agent) to have control
over a Bank Account or any Property deposited therein.  Each Grantor shall promptly notify the
Administrative Agent of any opening or closing of a Bank Account and, with the
consent of the Administrative Agent, will amend Schedule II to reflect
same.


 


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


 


(g)           Notice to Account Debtors and Contracting Parties.  Upon the request of the Administrative Agent
at any time after the occurrence and during the continuance of an Event of
Default, each Grantor shall notify account debtors on the Accounts and parties
to the Contracts that the Accounts and the Contracts have been assigned to the
Administrative Agent


 


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for the ratable benefit of the Lenders and the other
Secured Parties and that payments in respect thereof shall be made directly to
the Administrative Agent.


 


4.             Representations and Warranties.  Each Grantor hereby represents and warrants
that:


 


(a)           Title; No Other Liens.  Except for the Liens granted to the
Administrative Agent for the ratable benefit of the Lenders and the other
Secured Parties pursuant to this Security Agreement, and the other Liens
permitted to exist on the Collateral pursuant to the Loan Agreement, each
Grantor owns each item of the Collateral free and clear of any and all Liens or
claims of others.  No security agreement,
financing statement or other public notice with respect to all or any part of
the Collateral is on file or of record in any public office, except such as may
have been filed in favor of the Administrative Agent, for the ratable benefit
of the Lenders and the other Secured Parties, pursuant to this Security
Agreement or as may be permitted pursuant to the Loan Agreement.


 


(b)           Perfected First Priority Liens.  When financing statements have been filed in
the offices in the jurisdictions listed in Schedule III hereto, the
Liens granted pursuant to this Security Agreement will constitute perfected
Liens in favor of the Administrative Agent, for the ratable benefit of the
Lenders and the other Secured Parties, in the Collateral as collateral security
for the Obligations to the extent the filing of such financing statements
perfect such Liens, which Liens are prior to all other Liens on the Collateral
created by the Grantors and in existence on the date hereof and which are
enforceable as such against all creditors of and purchasers from any Grantor
and against any owner or purchaser of the real property where any of the
Equipment or Inventory is located and any present or future creditor obtaining
a Lien on such real property (subject to Permitted Encumbrances).


 


(c)           Accounts. 
The amount represented by each Grantor to the Administrative Agent from
time to time as owing by each Account Debtor or by all Account Debtors in
respect of the Accounts will at such time be the correct amount actually owing
by such Account Debtor or Account Debtors thereunder.  Except as permitted by the Loan Agreement, no
amount payable to any Grantor under or in connection with any Account is
evidenced by any Instrument or Chattel Paper which has not been delivered to
the Administrative Agent.


 


(d)           Material Contracts. 
Each Material Contract is in full force and effect and constitutes a
valid and legally enforceable obligation of the parties thereto, except as
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws affecting the enforcement of
creditor’s rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).  No consent or authorization of, filing with
or other act by or in respect of any Governmental Authority is required in
connection with the execution, delivery, performance, validity or
enforceability of any of the Material Contracts by any party thereto other than
those which have been duly obtained, made or performed, are in full force and
effect and do not subject the scope of any such Material Contract to any
material adverse limitation, either specific or general in nature.  Neither any Grantor nor (to the best of each
Grantor’s knowledge) any other party to any Material Contract is in default or
is likely to become in default in the performance or observance or any of the
terms thereof in any manner that, in the aggregate, could reasonably be
expected to have a Material Adverse Effect. 
Each Grantor has fully performed all its obligations under each Material
Contract.  The right, title and interest
of each Grantor in, to and under each Material


 


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Contract are not subject to any defense, offset,
counterclaim or claim which would materially adversely affect the value of such
Material Contract as Collateral, nor have any of the foregoing been asserted or
alleged against any Grantor as to any Material Contract.  Each Grantor has delivered to the
Administrative Agent a complete and correct copy of each Material Contract,
listed on Schedule V, including all amendments, supplements and other
modifications thereto.  No amount payable
to any Grantor under or in connection with any Material Contract is evidenced
by any Instrument or Chattel Paper which has not been delivered to the
Administrative Agent.


 


(e)           Inventory and Equipment.  The Inventory and the Equipment are kept at
the locations listed on Schedule IV hereto.


 


(f)            Chief Executive Office.  Steinway Musical Instruments, Inc.’s
chief executive office and its principal place of business is located at 800
South Street, Waltham, Massachusetts 02453. 
The O.S. Kelly Company’s chief executive office and its principal place
of business is located at 318 North Street, Springfield, Ohio 45503.  Music Matters After School, Inc.’s chief
executive office and its principal place of business is located at 500 Sun
Valley Drive, Suite D2, Roswell, Georgia 30076.  ArkivMusic, LLC’s chief executive office and
its principal place of business is located at One Steinway Place, Long Island
City, New York 11105.  Until written
notice is given to the Administrative Agent by a Grantor of any other office at
which it keeps its records pertaining to Accounts, all such records shall be
kept at the such Grantor’s above-mentioned principal place of business.


 


(g)           Farm Products. 
None of the Collateral constitutes, or is the Proceeds of, Farm
Products.


 


(h)           Insurance Policies. 
As of the date hereof, none of the Collateral constitutes an interest or
claim in or under any policy of insurance or contract for annuity, except to
the extent the same constitutes Proceeds.


 


(i)            Copyrights, Patents and Trademarks.  Schedule I hereto includes all
Copyrights and Copyright Licenses, all Patents and Patent Licenses and all
Trademarks and Trademark Licenses owned by each Grantor in its own name as of
the date hereof.  To the best of each
Grantor’s knowledge, each material Copyright, Patent and Trademark is valid,
subsisting, unexpired, enforceable and has not been abandoned.  Except as set forth in Schedule I,
none of such Copyrights, Patents and Trademarks is the subject of any licensing
or franchise agreement.  No holding,
decision or judgment has been rendered by any Governmental Authority which
would limit, cancel or question the validity of any material Copyright, Patent
or Trademark.  No action or proceeding is
pending (i) seeking to limit, cancel or question the validity of any
material Copyright, Patent or Trademark, or (ii) which, if adversely
determined, would have a material adverse effect on the value of any material
Copyright, Patent or Trademark.


 


(j)            Reserved.


 


(k)           Governmental Obligors.  None of the obligors on any Accounts, and
none of the parties to any Contracts, is a Governmental Authority.


 


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(l)            Bank Accounts. 
All deposit, custody, money-market or other accounts (whether, in any
case, time or demand or interest or non-interest bearing) maintained by any
Grantor with any bank or any other financial institution are Bank Accounts.


 


(m)          Legal Name; Organization.  Set forth on Schedule VII is the exact
legal name and jurisdiction of organization of each Grantor.


 


5.             Covenants. 
Each Grantor covenants and agrees with the Administrative Agent and the
Lenders that, from and after the date of this Security Agreement until the
Obligations are paid in full and the Commitments have expired or been
terminated:


 


(a)           Maintenance of Perfected Security Interests; Further
Documentation; Pledge of Instruments and Chattel Paper.  Each Grantor shall maintain the security
interest created by this Security Agreement as a perfected security interest
having at least the priority described in Section 4(b) hereof and
shall defend such security interest against the claims and demands of all
Persons whomsoever.  At any time and from
time to time, upon the written request of the Administrative Agent, and at the
sole expense of the Grantors, each Grantor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Administrative Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Security Agreement and of the rights and
powers herein granted, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code in
effect in any jurisdiction with respect to the Liens created hereby.  Each Grantor also hereby authorizes the
Administrative Agent to file any such financing or continuation statement with
respect to the security interests granted hereby.  If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any Instrument or
Chattel Paper, such Instrument or Chattel Paper (other than, as long as no
Default or Event of Default exists, such Collateral with a value of less than
$1,000,000) shall be immediately delivered to the Administrative Agent, duly
endorsed in a manner satisfactory to the Administrative Agent, to be Collateral
pursuant to this Security Agreement.


 


(b)           Maintenance of Records.  Each Grantor will keep and maintain at its
own cost and expense satisfactory and complete records of the Collateral,
including, without limitation, a record of all payments received and all
credits granted with respect to the Accounts. 
Each Grantor will mark its books and records pertaining to the
Collateral to evidence this Security Agreement and the security interests
granted hereby.  Upon the occurrence and
during the continuance of an Event of Default, each Grantor shall turn over any
books and records pertaining to the Collateral to the Administrative Agent or
to its representatives during normal business hours at the request of the
Administrative Agent.


 


(c)           Compliance with Laws, etc.  Each Grantor will comply in all material
respects with all Applicable Laws applicable to the Collateral or any part
thereof or to the operation of such Grantor’s business; provided, however,
that each Grantor may contest any Applicable Law in any reasonable manner which
shall not, in the sole opinion of the Administrative Agent, adversely affect
the Administrative Agent’s, or the Lender’s rights or the priority of its Liens
on the Collateral.


 


(d)           Compliance with Terms of Contracts, etc.  Each Grantor will perform and comply in all
material respects with all its obligations under the Contracts and all its
other contractual obligations relating to the Collateral.


 


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(e)           Limitation on Liens on Collateral.  No Grantor will create, incur or permit to
exist, will defend the Collateral against, and will take such other action as
is necessary to remove, any Lien or claim on or to the Collateral, other than
the liens created hereby and other than as permitted pursuant to the Loan
Agreement, and will defend the right, title and interest of the Administrative
Agent and the Lenders in and to any of the Collateral against the claims and
demands of all Persons whomsoever.


 


(f)            Limitations on Dispositions of Collateral.  No Grantor will sell, transfer, lease or
otherwise dispose of any of the Collateral, or attempt, offer or contract to do
so except for sales of Inventory in the ordinary course of its business or as
otherwise permitted pursuant to Section 10.2.6 of the Loan Agreement.


 


(g)           Limitations on Modifications of Contracts and
Agreements Giving Rise to Accounts; Exercise of Rights; Notices.  No Grantor will (i) amend, modify,
terminate or waive any provision of any Contract or any agreement giving rise
to an Account in any manner which could reasonably be expected to materially
adversely affect the value of such Contract or such Account as Collateral, (ii) other
than in the ordinary course of business consistent with its past practice, fail
to exercise promptly and diligently each and every material right which it may
have under each Contract and each agreement giving rise to an Account (other
than any right of termination) or (iii) fail to deliver to the
Administrative Agent a copy of each material demand, notice or document
received by it relating in any way to any Contract or any agreement giving rise
to an Account that questions the validity or enforceability of such Contract or
Accounts constituting more than 5% of the aggregate amount of the Accounts of
such Grantor.


 


(h)           Limitations on Discounts, Compromises, Extensions of
Accounts.  Other than in the ordinary
course of business consistent with its past practice, no Grantor will (i) grant
any extension of the time of payment of any Account, (ii) compromise, compound
or settle any Account for less than the full amount thereof, (iii) release,
wholly or partially, any Person liable for the payment of any Account, or (iv) allow
any credit or discount whatsoever on any Account.


 


(i)            Maintenance of Equipment.  Each Grantor shall maintain all Equipment in
good operating condition and repair (reasonable wear and tear excepted) and
make all necessary replacements of and repairs thereto so that the value and
operating efficiency of the Equipment shall be maintained and preserved in all
material respects.


 


(j)            Maintenance of Insurance.  The Grantors will bear the full risk of loss
of any nature whatsoever with respect to the Collateral.  At the applicable Grantor’s own cost and
expense, in amounts and with carriers reasonably acceptable to the
Administrative Agent in accordance with the normal standards employed by the
Administrative Agent in this regard, such Grantor shall (i) keep all its
insurable properties and properties in which such Grantor has an interest
insured against the hazards of fire, flood, sprinkler leakage, those hazards
covered by extended coverage insurance and such other hazards, and for such amounts,
as is customary in the case of companies engaged in businesses similar to such
Grantor, including, without limitation, business interruption insurance (and
which presently effective insurance as of the Closing Date is listed on Schedule
VI hereto); (ii) maintain a bond in such amounts as is customary in
the case of companies engaged in business similar to such Grantor insuring
against larceny, embezzlement or other criminal misappropriation of insured’s
officers and employees who may either singly or jointly with others at any time
have access to the assets or funds of such Grantor either directly or through
authority to draw upon such funds or to direct generally


 


10
















 


the disposition of such assets; (iii) maintain
public and product liability insurance against claims for personal injury,
death or property damage suffered by others; (iv) maintain all such
workmen’s compensation or similar insurance as may be required under the laws
of any state or jurisdiction in which such Grantor is engaged in business; and (v) furnish
the Administrative Agent with (A) copies of all policies and evidence of
the maintenance of such policies by the renewal thereof thirty (30) days before
any expiration date, and (B) appropriate loss payable endorsements in form and
substance satisfactory to the Administrative Agent, naming the Administrative
Agent for the ratable benefit of the Lenders and the other Secured Parties as
loss payee as its interests may appear with respect to all insurance coverage
referred to in clauses (i) and (ii) above, and providing (1) that
all proceeds thereunder, in the case of all coverages with respect to the
Collateral in which the Administrative Agent has a first priority Lien for the
ratable benefit of the Lenders and the other Secured Parties, shall be payable
directly and only to the Administrative Agent for the ratable benefit of the
Lenders and the other Secured Parties and that, in addition, following an Event
of Default, all proceeds in connection with fixed asset coverages shall be
payable to the Administrative Agent for the ratable benefit of the Lenders and
the other Secured Parties as its interests may appear, (2) that all proceeds,
in the case of business interruption insurance obtained by such Grantor shall
be payable to the Administrative Agent for the ratable benefit of the Lenders
and the other Secured Parties, (3) no such insurance shall be affected by
any act or neglect of the insured or owner of the property described in such
policy, and (4) that such policy and loss payable clauses may not be
canceled, amended or terminated unless at least thirty (30) days prior written
notice is given to the Administrative Agent. 
All such insurance shall be in amounts customary in the Grantors’
industry.  In the event of any loss
thereunder, the carriers named therein are hereby directed by the
Administrative Agent and each Grantor to make payment for such loss to the
Administrative Agent for the ratable benefit of the Lenders and the other
Secured Parties as its interests may appear. 
If any insurance losses are paid by check, draft or other instrument
payable to one or more Grantors and the Administrative Agent jointly, the Administrative
Agent may endorse the Grantors’ names thereon and do such other things as the
Administrative Agent may deem advisable to reduce the same to cash.  Subsequent to the occurrence and continuance
of an Event of Default, the Administrative Agent is hereby authorized to adjust
and compromise claims under insurance coverage(s) referred to above to the
extent that its interests may appear. 
All loss recoveries received by the Administrative Agent upon any such
insurance shall be applied to the Obligations. 
Any surplus shall be paid by the Administrative Agent to the Grantor or
applied as may be otherwise required by law. 
Any deficiency thereon shall be paid by the Grantors to the
Administrative Agent on demand. 
Notwithstanding anything to the contrary herein, the Grantors agree to
utilize any insurance proceeds payable hereunder as a result of casualty to
real estate and/or Equipment to repair, restore and/or replace any such damaged
Equipment and/or real estate, and to the extent the Administrative Agent
receives any of said casualty insurance policy proceeds, the Administrative
Agent shall remit the same to the Grantors for such purposes only.


 


(k)           Further Identification of Collateral.  Each Grantor will furnish to the
Administrative Agent from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Administrative Agent may reasonably request, all in
reasonable detail.


 


(l)            Notices. 
Each Grantor will advise the Administrative Agent and the Lenders
promptly, in reasonable detail, at their respective addresses set forth in the
Loan Agreement, (i) of any Lien (other than Liens created hereby or
permitted under the Loan 


 


11

















 


Agreement) on, or claim asserted against, any of the
Collateral and (ii) of the occurrence of any other event which could
reasonably be expected to have a material adverse effect on the aggregate value
of the Collateral or on the Liens created hereunder.


 


(m)          Changes in Locations, Name, etc.  No Grantor will (i) change the location
of its chief executive office/chief place of business from that specified in Section 4(f) or
remove its books and records concerning the Accounts from the location
specified in Section 4(c), (ii) permit any of the Inventory or
Equipment to be kept at a location other than those listed on Schedule IV
hereto or (iii) change its name, identity or structure to such an extent
that any financing statement filed by the Administrative Agent in connection
with this Security Agreement would become seriously misleading, unless it shall
have given the Administrative Agent at least 30 days prior written notice
thereof.


 


(n)           Patents, Trademarks and Copyrights.


 


(i)            Each Grantor (either itself or through licensees) will (i) continue
to use each material Trademark on each and every material trademark class of
goods applicable to its current line as reflected in its current catalogs,
brochures and price lists in order to maintain such Trademark in full force
free from any claim of abandonment for non-use, (ii) maintain as in the
past the quality of products and services offered under such Trademark, (iii) employ
such Trademark with the appropriate notice of registration, (iv) not adopt
or use any mark which is confusingly similar or a colorable imitation of such
Trademark unless the Administrative Agent, for the ratable benefit of the
Lenders and the other Secured Parties, shall obtain a perfected security
interest in such mark pursuant to this Security Agreement, and (v) not
(and not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby any material Trademark may become invalidated.


 


(ii)           No Grantor will do any act, or omit to do any act, whereby
any material Patent may become forfeited, abandoned or dedicated to the public.


 


(iii)          Each Grantor (either itself or through licensees) will, for
each work covered by a material Copyright, continue to publish, reproduce,
display, adopt and distribute the work with appropriate copyright notice as
necessary and sufficient to establish and preserve such Grantor’s material
rights under all applicable copyright laws.


 


(iv)          Each Grantor will notify the Administrative Agent and the
Lenders immediately if it knows, or has reason to know, that any material
Patent, Trademark or Copyright or any application or registration relating to
any thereof may become abandoned, lost or dedicated to the public, or of any
adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court or tribunal or similar office in any country) regarding
such Grantor’s ownership of, right to use, interest in, or the validity of any
material Patent, Trademark or Copyright or its right to register the same or to
keep and maintain the same.


 


(v)           Whenever any Grantor, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any Patent or 


 


12

















 


Trademark with the United
States Patent and Trademark Office or any similar office or agency in any other
country or any political subdivision thereof, or shall file an application for
registration of any Copyright with the United States Copyright Office or any
similar office or agency in any other country or any political subdivision
thereof, such Grantor shall report such filing to the Administrative Agent
within seven Business Days after such filing occurs.


 


(vi)          Each Grantor shall from time to time execute and deliver
any and all agreements, instruments, documents, and papers as the
Administrative Agent may request (including, without limitation, one or more
Notice of Security Interest in Patents attached hereto as Annex A, one
or more Memorandum of Security Agreement - Trademarks attached hereto as Annex
B and one or more Memorandum of Security Agreement - Copyrights attached
hereto as Annex C, in each case with appropriate completions and
schedules) to evidence the Administrative Agent’s security interest for the
ratable benefit of the Lenders and the other Secured Parties in any Patent,
Trademark or Copyright and the goodwill and general intangibles of the Grantors
relating thereto or represented thereby, and each Grantor hereby constitutes
the Administrative Agent its attorney-in-fact to execute and file all such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed, such power being coupled with an interest is
irrevocable until the Obligations are paid in full and the Commitments are
terminated.


 


(vii)         Each Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States
Patent and Trademark Office or the United States Copyright Office, or any
similar office or agency in any other country or any political subdivision
thereof, to maintain and pursue each application (and to obtain the relevant registration)
and to maintain each registration of the material Patents, Trademarks and
Copyrights, including, without limitation, timely filing of applications for
renewal, affidavits of use and affidavits of incontestability and payment of
maintenance fees.


 


(viii)        In the event that any material Patent,
Trademark or Copyright included in the Collateral is infringed, misappropriated
or diluted by a third party, each Grantor shall promptly notify the
Administrative Agent and the Lenders after it learns thereof and, at the
Grantors’ sole expense, shall, unless the Grantors shall reasonably determine
that such Patent, Trademark or Copyright is of negligible economic value to the
Grantors, promptly sue for infringement, misappropriation or dilution, to seek
injunctive relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution, or take such other actions as the
Grantors shall reasonably deem appropriate under the circumstances to protect
such Patent, Trademark or Copyright.


 


(ix)           Upon and during the continuance of an Event of Default and
at the reasonable request of the Administrative Agent, each Grantor shall use
its reasonable efforts to obtain all requisite consents or approvals by the
licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all of such Grantor’s rights, title and interest
thereunder to the Administrative Agent or its designee.


 


13

















 


(o)           Reserved.


 


(p)           Inventory. 
None of the Inventory of any Grantor shall be evidenced by a warehouse
receipt.


 


(q)           Commercial Tort Claims.  In the event that any Grantor at any time
after the date of this Security Agreement shall have any Commercial Tort Claim
which is reasonably expected to have a recoverable value in excess of
$1,000,000, such Grantor shall promptly notify the Administrative Agent thereof
in writing, which notice shall (i) set forth in reasonable detail the
basis for and nature of the Commercial Tort Claim, and (ii) include the
express grant by Grantor to the Administrative Agent of a security interest in
the Commercial Tort Claim (and the proceeds thereof).  In the event that such notice does not
include such grant of a security interest, the sending thereof by Grantor to
the Administrative Agent shall be deemed to constitute such grant to the
Administrative Agent.  Upon the sending
of such notice, any Commercial Tort Claim described in the notice shall
constitute part of the Collateral and shall be deemed included therein.  Without limiting the authorization of the
Administrative Agent provided in this Security Agreement or otherwise arising
by the execution by any Grantor of this Security Agreement or any of the other
Loan Documents, the Administrative Agent is hereby irrevocably authorized at
any time to file financing statements naming the Administrative Agent or its
designee as secured party and Grantor as debtor, or any amendments to any
financing statements, covering any Commercial Tort Claim as Collateral.  In addition, Grantors shall promptly upon the
Administrative Agent’s request, execute and deliver, or cause to be executed
and delivered to the Administrative Agent, such other agreements, documents and
instruments as the Administrative Agent may reasonably require in connection
with any Commercial Tort Claim in order to perfect and preserve its security
interest in such Commercial Tort Claim and the proceeds and profits thereof.


 


(r)            Real Estate.


 


Each Grantor covenants that,
until Full Payment of the Obligations, such Grantor shall not without the
consent of the Administrative Agent:


 


(i)            except as permitted by the Loan Agreement, directly or
indirectly, sell, assign, exchange, convey, lease, sublease, pledge,
subordinate, alienate, hypothecate, gift, devise or otherwise transfer or grant
any option with respect to any real Property owned by such Grantor, whether
voluntarily or by operation of law; or


 


(ii)           directly or indirectly, create or suffer to exist any
mortgage, deed of trust, lien, security interest or other charge or encumbrance
against, in or with respect to any real Property owned by such Grantor, whether
voluntarily or by operation of law, except for Permitted Encumbrances.


 


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


 


(a)           Powers.  Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of each Grantor and in the name of each Grantor or in its own
name, from time to time in the Administrative Agent’s discretion, for the
purpose of carrying out the terms of this Security Agreement, to take any and
all appropriate action and to execute any and all documents and 


 


14

















 


instruments which may be necessary or desirable to
accomplish the purposes of this Security Agreement, and, without limiting the
generality of the foregoing, each Grantor hereby gives the Administrative Agent
the power and right, on behalf of each Grantor, without notice to or assent by
any Grantor, to do the following:


 


(i)            in the name of each Grantor or its own name, or
otherwise, to take possession of and endorse and collect any checks, drafts,
notes, acceptances or other instruments for the payment of moneys due under any
Account, Instrument, General Intangible or Contract or with respect to any
other Collateral and to file any claim or to take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Administrative Agent for the purpose of collecting any and all such moneys due
under any Account, Instrument, General Intangible or Contract or with
respect to any other Collateral whenever payable;


 


(ii)           to pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, to effect any repairs or any insurance
called for by the terms of this Security Agreement and to pay all or any part
of the premiums therefor and the costs thereof;


 


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


 


(iv)          to execute, in connection with any sale provided for in Section 9
hereof, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral; and


 


(v)           (A) to direct any party liable for any payment under
any of the Collateral to make payment of any and all moneys due or to become
due thereunder directly to the Administrative Agent or as the Administrative
Agent shall direct; (B) to ask or demand for, collect, receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due
at any time in respect of or arising out of any Collateral; (C) notify the
post office authorities to change the address for delivery of Grantors’ mail to
an address designated by Administrative Agent, to receive and open all mail
relating to the collateral and forward all other mail to Grantors; (D) use
the information recorded on or contained in any data processing equipment and
computer hardware and software relating to Accounts, Inventory, Equipment
and any other Collateral and to which Grantors have access; (E)to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral; (F) to
commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any thereof
and to enforce any other right in respect of any Collateral; (G) to defend any
suit, action or proceeding brought against any Grantor with respect to any
Collateral; (H) to settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, to give such discharges or releases as
the Administrative Agent may deem appropriate; (I) to assign any Patent or
Trademark (along with the goodwill of the business to which any such Trademark 


 


15

















 


pertains), throughout the
world for such term or terms, on such conditions, and in such manner, as the
Administrative Agent shall in its sole discretion determine; and (J) generally,
to sell, transfer, pledge and make any agreement with respect to or otherwise
deal with any of the Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and to
do, at the Administrative Agent’s option and the Grantors’ expense, at any
time, or from time to time, all acts and things which the Administrative Agent
deems necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s, Liens thereon for the ratable benefit of the Lenders
and the other Secured Parties and to effect the intent of this Security
Agreement, all as fully and effectively as the Grantors might do.


 


Anything in this Section 6(a) to the contrary
notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section unless an
Event of Default has occurred and is continuing.


 


Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. 
This power of attorney is a power coupled with an interest and are
irrevocable.


 


(b)           No Duty on Administrative Agent’s and Lenders’ Part.  The powers conferred on the Administrative
Agent and the Lenders hereunder are solely to protect the Administrative Agent’s
and the Lenders’ interests in the Collateral and shall not impose any duty upon
the Administrative Agent or any Lender to exercise any such powers.  Each of the Administrative Agent and the
Lenders shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither they nor any of their
officers, directors, employees or agents shall be responsible to any Grantor
for any act or failure to act hereunder, except for its own gross negligence or
willful misconduct.


 


7.             Performance by Agent of Grantors’ Obligations.  If any Grantor fails to perform or comply
with any of its agreements contained herein, the Administrative Agent, at its
option, but without any obligation to do so, may itself perform or comply, or
otherwise cause performance or compliance, with such agreement.  The expenses of the Administrative Agent
incurred in connection with such performance or compliance, together with
interest thereon at a rate per annum equal to the then current Applicable
Margin plus the Base Rate, shall be payable, jointly and severally, by the
Grantors to the Administrative Agent on demand and shall constitute Obligations
secured hereby.


 


8.             Application of Proceeds.  The Administrative Agent may apply all or any
part of such cash or Payment Items against the Obligations (whether matured or
unmatured) all in accordance with Sections 5.6 and 5.7 of the Loan Agreement.


 


9.             Remedies. 
If an Event of Default shall occur and be continuing, the Administrative
Agent, on behalf of the Lenders, may exercise, in addition to all other rights
and remedies granted to it in this Security Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations,
all rights and remedies of a secured party under the UCC.  Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby 


 


16

















 


waived), may in such circumstances forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of
the Administrative Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit
risk.  The Administrative Agent or any
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived or
released.  Each Grantor further agrees,
at the Administrative Agent’s request, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at any Grantor’s premises or elsewhere.  The Administrative Agent shall apply the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent and the Lenders arising out of the exercise by the
Administrative Agent hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the
Obligations pursuant to Section 5.6 of the Loan Agreement, and only after
such application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, without limitation, Section 9-615
of the UCC, need the Administrative Agent account for the surplus, if any, to
the Grantors.  To the extent permitted by
Applicable Law, each Grantor waives all claims, damages and demands it may
acquire against the Administrative Agent or any Lender arising out of the
exercise by the Administrative Agent or any Lender of any of its rights
hereunder.  If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such
sale or other disposition.  Each Grantor
shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Administrative Agent or
any Lender to collect such deficiency.


 


If an Event of Default shall occur and be
continuing, the Administrative Agent on behalf of the Lenders, may (a) without
notice, demand or other process, and without charge, enter any of Grantors’
premises and, without breach of the peace, until the Administrative Agent
completes the enforcement of its rights in the Collateral, take possession of
such premises or place custodians in exclusive control thereof, remain on such
premises and use the same and any of Grantors’ equipment for the purpose of
completing any work-in-process, preparing any Collateral for disposition and
disposing of or collecting any Collateral, and (b) in the exercise of its
rights under this Security Agreement, without payment of compensation of any
kind, use any and all trademark, trade styles, trade names, patents, patent
applications, licenses, franchises and the like to the extent of each Grantor’s
rights therein and each Grantor hereby grants a license for that purpose.


 


10.           Grant of License to Use Patent, Trademark and Copyright
Collateral.  For the purpose of
enabling the Administrative Agent to exercise rights and remedies under Section 9
hereof at such time as the Administrative Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the
Administrative Agent an irrevocable, non-


 


17

















 


exclusive license (exercisable without payment of
royalty or other compensation to any Grantor) to use, license or sublicense any
of the Copyrights, Patents and Trademarks, now owned or hereafter acquired by
any Grantor, and wherever the same may be located, and including in such
license reasonable access to all media in which any of the licensed items may
be recorded or stored.  The use of such
license by the Administrative Agent shall be exercised, at the option of the
Administrative Agent for any purpose appropriate in connection with the
exercise of remedies hereunder, only upon the occurrence and during the continuance
of an Event of Default.  The
Administrative Agent agrees to apply the net proceeds received from any license
as provided herein.


 


11.           Limitation on Duties Regarding Presentation of
Collateral.  The Administrative Agent’s
sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account.  Neither the Administrative Agent nor any
Lender, nor any of their respective directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon all or any part
of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of any Grantor
or any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.  The
powers conferred on the Administrative Agent and the Lenders hereunder are
solely to protect the Administrative Agent’s and the Lenders’ interests in the
Collateral and shall not impose any duty upon the Administrative Agent or any
Lender to exercise any such powers.  The
Administrative Agent and the Lenders shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither
they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.


 


12.           Powers Coupled with an Interest.  All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled
with an interest.


 


13.           Notices.  All
notices and other communications by or to a party hereto shall be in writing
and shall be given to any Grantor at such Grantor’s address shown on the
signature pages hereof, and to any other Person at its address shown on
the signature pages hereof, or at such other address as a party may
hereafter specify by notice in accordance with this Section 13.  Each such notice or other communication shall
be effective only (a) if given by facsimile transmission, when transmitted
to the applicable facsimile number, if confirmation of receipt is received; (b) if
given by mail, three Business Days after deposit in the U.S. mail, with
first-class postage pre-paid, addressed to the applicable address; or (c) if
given by personal delivery, when duly delivered to the notice address with
receipt acknowledged.  Any written notice
or other communication that is not sent in conformity with the foregoing
provisions shall nevertheless be effective on the date actually received by the
noticed party.


 


14.           Authority of Administrative Agent.  Each Grantor acknowledges that the rights and
responsibilities of the Administrative Agent under this Security Agreement with
respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Security Agreement shall, as between the Administrative Agent and
the Lenders , be governed by the Loan Agreement and by such other agreements
with respect thereto as may exist from time to time among them, but, as between
the 


 


18

















 


Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting, and
no Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


 


15.           Severability. 
Any provision of this Security Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


16.           Counterparts; Delivery by Telecopier.  This Security Agreement may be executed by
one or more of the parties to this Security Agreement on any number of separate
counterparts (including by facsimile transmission of signature pages hereto),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.  A set of the
copies of this Security Agreement signed by all the parties shall be lodged
with the Grantors and the Administrative Agent. 
Delivery of an executed counterpart of a signature page of this
Security Agreement by telecopier shall be effective as delivery of an
originally executed counterpart of this Security Agreement.


 


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


 


18.           No Waiver; Cumulative Remedies.  Neither the Administrative Agent, nor any
Lender shall by any act (except by a written instrument pursuant to Section 18
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or
such Lender would otherwise have on any future occasion.  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of
any rights or remedies provided by law.


 


19.           Waivers and Amendments; Successors and Assigns;
Governing Law.  None of the terms or
provisions of this Security Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by each Grantor and
the Administrative Agent, provided that any provision of this Security
Agreement may be waived by the Administrative Agent in a written instrument
executed by the Administrative Agent. 
This Security Agreement shall be binding upon the successors and assigns
of each Grantor and shall inure to the benefit of the Administrative Agent and
the Lenders and their respective successors and assigns.  This Security Agreement shall be governed by,
and construed and interpreted in accordance with, the laws of The Commonwealth
of Massachusetts.


 


19

















 


20.           Submission To Jurisdiction; Waivers.  Each Grantor hereby irrevocably and
unconditionally:


 


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


 


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


 


(c)           agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to each
Grantor at its address set forth in Section 13 hereof or at such other
address of which the Administrative Agent shall have been notified pursuant
hereto;


 


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


 


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


 


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


 


22.           Additional Grantors.  Each Subsidiary of SMI which is required
pursuant to Section 10.1.9 of the Loan Agreement to become party to this
Security Agreement shall become a Grantor for all purposes of this Security
Agreement upon execution and delivery by such Subsidiary of a Supplement in the
form of Annex D hereto.


 


[SIGNATURE PAGE FOLLOWS]


 


20
















 


IN
WITNESS WHEREOF, each Grantor has caused this Guarantor Security Agreement to
be duly executed and delivered as of the date first above written.


 


	
   

  	
  STEINWAY
  MUSICAL INSTRUMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis M. Hanson

  
	
   

  	
   

  	
  Name:

  	
  Dennis
  M. Hanson

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  
	
   

  	
  800
  South Street, Suite 305

  
	
   

  	
  Waltham,
  MA 02453

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (781) 894-9803

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  O.S. KELLY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis M. Hanson

  
	
   

  	
   

  	
  Name:

  	
  Dennis
  M. Hanson

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  
	
   

  	
  315
  East North Street

  
	
   

  	
  Springfield,
  OH 45503

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (937) 322-1322

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
  800
  South Street, Suite 305

  
	
   

  	
  Waltham,
  MA 02453

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (781) 894-9803

  



 


[ SIGNATURE PAGE TO
GUARANTOR SECURITY AGREEMENT ]


 

















 


	
   

  	
  MUSIC
  MATTERS AFTER SCHOOL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis M. Hanson

  
	
   

  	
   

  	
  Name:

  	
  Dennis
  M. Hanson

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  
	
   

  	
  500
  Sun Valley Drive, Suite D2

  
	
   

  	
  Roswell,
  GA 30076-5636

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (574) 295-5405

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
  800
  South Street, Suite 305

  
	
   

  	
  Waltham,
  MA 02453

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (781) 894-9803

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARKIVMUSIC,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis M. Hanson

  
	
   

  	
   

  	
  Name:

  	
  Dennis
  M. Hanson

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  
	
   

  	
  One
  Steinway Place

  
	
   

  	
  Long
  Island City, NY 11105

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (781) 894-9803

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
  800
  South Street, Suite 305

  
	
   

  	
  Waltham,
  MA 02453

  
	
   

  	
  Attn:
  Dennis M. Hanson

  
	
   

  	
  Facsimile:
  (781) 894-9803

  



 


[ SIGNATURE PAGE TO
GUARANTOR SECURITY AGREEMENT ]


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher O’Halloran

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  O’Halloran

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  225
  Franklin Street

  
	
   

  	
  MA1-225-02-05

  
	
   

  	
  Boston,
  MA 02110

  
	
   

  	
  Fax:
  (312) 453-6319

  
					



 


[ SIGNATURE PAGE TO
GUARANTOR SECURITY AGREEMENT ]


 

















 


ANNEX A


 


FORM OF

NOTICE OF SECURITY INTEREST IN PATENTS


 


United
States Department of Commerce


Commissioner
of Patents and Trademarks


Box
Assignments


Washington,
D.C. 20231


 


Ladies
and Gentlemen:


 


Pursuant
to a Guarantor Security Agreement, dated as of October 5, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Security
Agreement”), [NAME OF GRANTOR], a
                    
                               (the
“Assignor”), has granted to BANK OF AMERICA, N.A., as agent for certain
lenders, as Assignee (the “Assignee”) a continuing security interest in,
and a continuing lien upon, the Patents (as such term is defined in the
Security Agreement) including the patents and patent applications listed on the
annexed Exhibit A, and all applications, registrations, renewals
and proceeds (including accounts receivable and royalties) thereof (the “Patents”).  The Assignee’s security interest in the
Patents can only be terminated in accordance with the terms of the Security
Agreement.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME
  OF GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
  ACKNOWLEDGED
  BY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.,

  	
   

  	
   

  	
   

  
	
  as
  Assignee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 

















 


Exhibit A


 


PATENTS


 


 


PATENT LICENSES


 


 


PATENT APPLICATIONS


 

















 


ANNEX B


 


FORM OF

MEMORANDUM OF SECURITY INTEREST IN TRADEMARKS


 


United
States Department of Commerce


Commissioner
of Patents and Trademarks


Box
Assignments


Washington,
D.C. 20231


 


Ladies
and Gentlemen:


 


Pursuant
to a Guarantor Security Agreement, dated as of October 5, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Security
Agreement”), [NAME OF GRANTOR], a                       
                               
(the “Assignor”), has granted to BANK OF AMERICA, N.A., as agent for
certain lenders, as Assignee (the “Assignee”) a continuing security
interest in, and a continuing lien upon, the Trademarks and Trademark Licenses
(as such terms are defined in the Security Agreement) including the trademarks
listed on the annexed Exhibit A, and all applications,
registrations, renewals and proceeds (including accounts receivable and
royalties) thereof (the “Trademarks”), together with the goodwill of the
business connected with the use of and symbolized by the Trademarks.  The Assignee’s security interest in the
Trademarks can only be terminated in accordance with the terms of the Security
Agreement.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NAME
  OF GRANTOR]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED BY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  	
   

  	
   

  	
   

  
	
  as Assignee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
						



 

















 


Exhibit B


 


TRADEMARKS


 


 


TRADEMARK LICENSES


 


 


TRADEMARK APPLICATIONS


 

















 


ANNEX C


 


[COPYRIGHT FILING DOCUMENT]


 


FORM OF

MEMORANDUM OF SECURITY INTEREST IN COPYRIGHTS


 


United
States Department of Commerce


Commissioner
of Patents and Trademarks


Box
Assignments


Washington,
D.C. 20231


 


Ladies
and Gentlemen:


 


Pursuant
to a Guarantor Security Agreement, dated as of October 5, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Security
Agreement”), [NAME OF GRANTOR], a                      
                             
(the “Assignor”), has granted to BANK OF AMERICA, N.A., as agent for
certain lenders, as Assignee (the “Assignee”) a continuing security
interest in, and a continuing lien upon, the Copyrights and Copyright Licenses
(as such terms are defined in the Security Agreement) including the copyrights
listed on the annexed Exhibit A, and all applications,
registrations, renewals and proceeds (including accounts receivable and
royalties) thereof (the “Copyrights”), together with the goodwill of the
business connected with the use of and symbolized by the Copyrights.  The Assignee’s security interest in the
Copyrights can only be terminated in accordance with the terms of the Security
Agreement.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NAME
  OF GRANTOR]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED
  BY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.,

  	
   

  	
   

  	
   

  
	
  as
  Assignee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
						



 

















 


Schedule I


 


COPYRIGHTS


 


 


COPYRIGHT LICENSES


 


 


COPYRIGHT APPLICATIONS


 

















 


ANNEX D


 


ADDENDUM TO SECURITY AGREEMENT


 


Each
of the undersigned, [NAME OF NEW SUBSIDIARY] (each a “New Grantor”,
together the “New Grantors”):


 


(i)            agrees to all of
the provisions of the Guarantor Security Agreement, dated as of October 5,
2010 (as amended, supplemented or otherwise modified prior to the date hereof,
the “Security Agreement”), made by (a) STEINWAY MUSICAL INSTRUMENTS, INC.,
a Delaware corporation (“SMI”), (b) THE O.S. KELLY COMPANY, an Ohio
corporation (“O.S. Kelly”), (c) ARKIVMUSIC, LLC, a New York limited
liability company (“ArkivMusic”) and (d) MUSIC MATTERS AFTER SCHOOL, INC.,
a Delaware corporation (“MMAS” and, together with SMI, O.S. Kelly and
ArkivMusic, the “Grantors” and each a “Grantor”), in favor of
BANK OF AMERICA, N.A., a national banking association, as administrative agent
(in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”)
party to the Loan and Security Agreement, dated as of October 5, 2010 (the
“Loan Agreement”), among Conn-Selmer, Inc., a Delaware corporation
(“Conn-Selmer”), and Steinway, Inc., a Delaware corporation (“Steinway”
and, together with Conn-Selmer, the “Borrowers”), the Administrative
Agent and the Lenders;


 


(ii)           effective on the
date hereof, becomes a party to the Security Agreement, as a Grantor, with the
same effect as if the undersigned were an original signatory to the Security
Agreement and with the representations and warranties contained therein being
deemed to be made by it on and as of the date hereof;


 


(iii)          as additional
collateral security for the prompt and complete payment when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations and in order
to induce the Lenders to make and maintain outstanding their Loans under the
Loan Agreement and the other Loan Documents, hereby grants to the
Administrative Agent, for the benefit of the Lenders, a security interest in
all of the property listed in Section 2 of the Security Agreement now
owned or at any time hereafter acquired by such New Grantor or in which such
New Grantor now has or at any time in the future may acquire any right, title
or interest (collectively, the “New Grantor Collateral”);


 


(iv)          represents and
warrants that the information provided on the attached schedules disclose, with
respect to it, all information that is required under the Security Agreement to
be disclosed by a Grantor; and


 


(v)           the Schedules to the
Security Agreement are hereby supplemented by, if a supplement to any such
Schedule is attached to this Supplement, by including the items listed on such
supplement to such Schedule in such Schedule.


 

















 


Terms
defined in the Security Agreement and the Loan Agreement shall have such defined
meanings when used herein.


 


By
its acceptance hereof, the undersigned New Grantor hereby ratifies and confirms
its respective obligations under the Security Agreement, as supplemented
hereby.


 


	
   

  	
   

  	
  [NAME
  OF NEW GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:                    
     , 20   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.,

  	
   

  	
   

  	
   

  
	
  as
  Administrative Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: