EX-10.4



 Exhibit 10.4 

Execution Version 
  

 
  

SECURITY AGREEMENT 
 made by 

LRI HOLDINGS, INC. 
 LOGAN’S
ROADHOUSE, INC. 
 and 
 the
subsidiary signatories hereto 
 in favor of 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Collateral Agent 
 Dated as of
October 15, 2015 
  
  

 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	 SECTION 1.
	 	DEFINED TERMS	  	 	2	  
	 1.1
	 	Definitions	  	 	2	  
	 1.2
	 	Other Definitional Provisions	  	 	7	  
			
	 SECTION 2.
	 	INTENTIONALLY OMITTED	  	 	7	  
			
	 SECTION 3.
	 	GRANT OF SECURITY INTEREST	  	 	7	  
			
	 SECTION 4.
	 	REPRESENTATIONS AND WARRANTIES	  	 	8	  
	 4.1
	 	Title; No Other Liens	  	 	8	  
	 4.2
	 	Perfected Second Priority Liens	  	 	9	  
	 4.3
	 	Jurisdiction of Organization; Chief Executive Office	  	 	9	  
	 4.4
	 	Inventory and Equipment	  	 	9	  
	 4.5
	 	Farm Products	  	 	9	  
	 4.6
	 	Investment Property	  	 	9	  
	 4.7
	 	Receivables	  	 	10	  
	 4.8
	 	Material Contracts	  	 	10	  
	 4.9
	 	Intellectual Property	  	 	11	  
	 4.10
	 	Commercial Tort Claims	  	 	11	  
			
	 SECTION 5.
	 	COVENANTS	  	 	12	  
	 5.1
	 	Delivery of Instruments, Certificated Securities and Chattel Paper	  	 	12	  
	 5.2
	 	Maintenance of Insurance	  	 	12	  
	 5.3
	 	Maintenance of Perfected Security Interest; Further Documentation	  	 	12	  
	 5.4
	 	Changes in Name, etc	  	 	13	  
	 5.5
	 	Notices	  	 	13	  
	 5.6
	 	Investment Property	  	 	13	  
	 5.7
	 	[Intentionally Omitted]	  	 	14	  
	 5.8
	 	Material Contracts	  	 	14	  
	 5.9
	 	Intellectual Property	  	 	14	  
	 5.10
	 	Commercial Tort Claims	  	 	16	  
	 5.11
	 	Deposit Accounts	  	 	16	  
	 5.12
	 	Securities Accounts	  	 	17	  
			
	 SECTION 6.
	 	REMEDIAL PROVISIONS	  	 	17	  
	 6.1
	 	Certain Matters Relating to Receivables	  	 	17	  
	 6.2
	 	Communications with Obligors; Grantors Remain Liable	  	 	17	  
	 6.3
	 	Pledged Stock	  	 	18	  
	 6.4
	 	Proceeds to be Turned Over To Collateral Agent	  	 	19	  
	 6.5
	 	Application of Proceeds	  	 	19	  
	 6.6
	 	Code and Other Remedies	  	 	19	  
	 6.7
	 	Registration Rights	  	 	20	  
	 6.8
	 	Subordination	  	 	21	  
	 6.9
	 	Deficiency	  	 	21	  


  
 i 









							
			
	 SECTION 7.
	 	THE COLLATERAL AGENT	  	 	21	  
	 7.1
	 	Collateral Agent’s Appointment as Attorney-in-Fact, etc	  	 	21	  
	 7.2
	 	Duty of Collateral Agent	  	 	22	  
	 7.3
	 	Authorization of Financing Statements	  	 	23	  
	 7.4
	 	Authority of Collateral Agent	  	 	23	  
	 7.5
	 	Protections of Collateral Agent	  	 	23	  
			
	 SECTION 8.
	 	MISCELLANEOUS	  	 	24	  
	 8.1
	 	Amendments in Writing	  	 	24	  
	 8.2
	 	Notices	  	 	24	  
	 8.3
	 	No Waiver by Course of Conduct; Cumulative Remedies	  	 	24	  
	 8.4
	 	Enforcement Expenses; Indemnification	  	 	24	  
	 8.5
	 	Successors and Assigns	  	 	25	  
	 8.6
	 	[Intentionally Omitted]	  	 	25	  
	 8.7
	 	Counterparts	  	 	25	  
	 8.8
	 	Severability	  	 	25	  
	 8.9
	 	Section Headings	  	 	25	  
	 8.10
	 	Integration	  	 	25	  
	 8.11
	 	GOVERNING LAW	  	 	25	  
	 8.12
	 	Submission To Jurisdiction; Waivers	  	 	25	  
	 8.13
	 	Acknowledgements	  	 	26	  
	 8.14
	 	Additional Grantors	  	 	26	  
	 8.15
	 	Releases	  	 	26	  
	 8.16
	 	WAIVER OF JURY TRIAL	  	 	26	  
	 8.17
	 	Intercreditor Agreement	  	 	26	  

 SCHEDULES 
  

			
	Schedule 1	 	Investment Property
	Schedule 2	 	Perfection Matters
	Schedule 3	 	Jurisdictions of Organization and Chief Executive Offices
	Schedule 4	 	Inventory and Equipment Locations
	Schedule 5	 	Intellectual Property
	Schedule 6	 	Commodity Accounts
	Schedule 7	 	Deposit Accounts
	Schedule 8	 	Securities Accounts

  

  
 ii 








 SECURITY AGREEMENT 

SECURITY AGREEMENT, dated as of October 15, 2015, made by each of the signatories hereto (together with any other entity that may become
a party hereto as provided herein, the “Grantors”), in favor of Wells Fargo Bank, National Association, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties referred to below. 

W I T N E S S E T H: 

WHEREAS, pursuant to that certain Indenture, dated as of October 4, 2010 (as amended, supplemented or otherwise modified from time to
time, the “2010 Indenture”), among Roadhouse Financing Inc., a Delaware corporation (which was subsequently merged with and into Logan’s Roadhouse, Inc., a Tennessee corporation, with Logan’s Roadhouse, Inc. continuing as
the surviving corporation) (the “Company”), Roadhouse Merger Inc., a Delaware corporation (which was subsequently merged with and into LRI Holdings, Inc., a Delaware corporation, with LRI Holdings, Inc. continuing as the surviving
corporation) (“Holdings”), the Subsidiary Guarantors party thereto (as defined therein), Wells Fargo Bank National Association, as trustee and the Collateral Agent, the Company issued 10.75% Senior Secured Notes due 2017 (the
“10.75% Senior Secured Notes”); 
 WHEREAS, pursuant to the 2010 Indenture, the Company, Holdings and the Subsidiary
Guarantors party to the 2010 Indenture entered into a Security Agreement, dated as of October 4, 2010, as amended (the “2010 Security Agreement”); 

WHEREAS, pursuant to the 2010 Indenture, certain Holders (as defined in the 2010 Indenture) of the 10.75% Senior Secured Notes have elected to
transfer their beneficial interests in the 10.75% Senior Secured Notes (the “Existing Notes”), and the Company has agreed to accept the Existing Notes from the Holders and issue to such Holders new notes (as further described in the
Indenture defined below, the “Notes”), issued pursuant to the Indenture dated as of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the
Company, Holdings, the Subsidiary Guarantors party thereto, Wells Fargo Bank National Association, as trustee (the “Trustee”) and the Collateral Agent; 

WHEREAS, the Company and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect
benefit from the issuance of the Notes; 
 WHEREAS, upon execution and delivery of the Indenture, Holdings and each Subsidiary Guarantor
will guarantee the Secured Obligations (as defined below) under the Indenture; and 
 WHEREAS, it is a condition precedent to the issuance
of the Notes that the Grantors shall have executed and delivered this Agreement (or an accession, assumption, supplement or joinder hereto) to the Collateral Agent in order to grant a security interest in favor of the Collateral Agent for the
ratable benefit of the Secured Parties; 
 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the
receipt of which is hereby acknowledged, each Grantor hereby agrees, or by execution and delivery of an accession, assumption, supplement or joinder hereto shall be deemed to agree, with the Collateral Agent, for the ratable benefit of the Secured
Parties, as follows: 







 SECTION 1. DEFINED TERMS 

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given
to them in the Indenture, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, General Intangibles,
Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations. The following terms shall have the following meanings: 

“Agreement”: this Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time,
including by execution and delivery of a Joinder Agreement in the form of Annex 1 hereto. 
 “Collateral”: as defined in
Section 3. 
 “Collateral Account”: any collateral account established by the Collateral Agent as provided in
Section 6.1 or 6.4. 
 “Commodity Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction
and, in any event, including, without limitation, all commodity contracts from time to time carried in such Commodity Accounts, and all value, cash, instruments and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such commodity contracts, including, as of the Original Closing Date, any of the foregoing referred to in Schedule 6. 

“Commodity Account Control Agreement”: as defined in Section 5.12(b). 

“Company Obligations”: any principal, interest, penalties, fees, premiums (if any), indemnifications, reimbursements,
guarantees and other liabilities payable by the Company under and pursuant to the terms of the Notes, the Indenture and the Collateral Documents, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to
time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding (including post-filing and
post-petition interest, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). 

“Copyrights”: (i) all copyrights arising under the laws of the United States, whether registered or unregistered and
whether published or unpublished (including, without limitation, as of the Original Closing Date those listed in Schedule 5), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all
registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof. 

“Copyright Licenses”: any written agreement, naming any Grantor as licensor or licensee (including, without limitation, those
listed in Schedule 5), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright. 

“Credit Agreement Obligations”: as defined in the Indenture. 

“Current Premises”: as defined in the definition of “Excluded Property.” 

  
 2 








 “Deposit Account”: as defined in the Uniform Commercial Code of any applicable
jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution, including, as of the Original Closing Date, any of the foregoing referred to in Schedule
7. 
 “Deposit Account Control Agreement”: as defined in Section 5.11(a). 

“Excluded Deposit Account”: as defined in Section 5.11(a). 

“Excluded Other Accounts”: as defined in Section 5.11(a). 

“Excluded Property”: with respect to the Company or any Grantor, any of the following: 

(i) assets (including vehicles) covered by a certificate of title or ownership title to the extent that a Lien therein cannot
be perfected by the filing of Uniform Commercial Code financing statements in the jurisdictions of organization of the Company or the applicable Guarantor; 

(ii) any Letter-Of-Credit Rights to the extent applicable law requires the application of the proceeds of a drawing of such
Letter of Credit for a specified purpose; 
 (iii)  (A)(1) any Capital Stock of a Foreign Subsidiary or Foreign
Subsidiary Holding Company in excess of 66% of the issued and outstanding Capital Stock of such Foreign Subsidiary or Foreign Subsidiary Holding Company and (2) any issued and outstanding Capital Stock of any Foreign Subsidiary that is not a
first tier Wholly Owned Subsidiary, (B) any Capital Stock of any non Wholly Owned Subsidiary owned on or acquired after the Issue Date if the pledge of such Capital Stock would violate any applicable law or regulation or an enforceable
contractual obligation binding on or relating to such Capital Stock and (C) any interests held by the Company or any Restricted Subsidiary in any not-for-profit entity or fund or in any real estate investment trust; 

(iv) any right, title or interest in any license from a non-affiliate to which the Company or any Guarantor is a party or any
of their respective right, title or interest under such license to the extent such license grants a license to the Company or Guarantor, as applicable, to use any copyrights; trademarks, patents or other forms of intellectual property and prohibits
the grant of a security interest therein to secure the Secured Obligations; 
 (v) any right, title or interest in any
license, contract or agreement to which the Company or any Guarantor is a party or any of their respective right, title or interest thereunder to the extent, but only to the extent, that a transfer of which is not permitted by applicable law or a
grant thereof would violate the terms of such license, contract or agreement to which the Company or any Guarantor is a party, or result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or
unenforceability of, any such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code or any other
applicable law or regulation (including Title 11 of the United States Code); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, this shall no longer constitute Excluded Property; 

  
 3 








 (vi) any assets to the extent that, and for so long as, granting a security
interest therein would violate applicable law or regulation or an enforceable contractual obligation (after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code and other applicable law) binding (A) on
assets acquired after the Issue Date that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets and (B) on any assets owned on the
Issue Date or acquired after the Issue Date that are subject to a Permitted Lien specified in clauses (10) and (22) of the definition of “Permitted Liens” under the Indenture; provided that, immediately upon the
ineffectiveness, lapse or termination of any such provision, this shall no longer constitute Excluded Property; 
 (vii) any
Equipment or other asset that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted by the Indenture, if the contract or other agreement in which such Lien is granted (or the documentation providing for
such Capitalized Lease Obligation) prohibits or requires the consent of any person (other than the Company or the applicable Guarantor) as a condition to the creation of any other security interest on such Equipment or other asset and, in each case,
such prohibition or requirement is permitted by the Indenture; 
 (viii) leasehold interests in real property; 

(ix) owned real property other than the After-Acquired Threshold Premises, any Sub-Threshold Properties selected by the Company
pursuant to Section 10.05 of the Indenture and the properties listed on Schedule 1 to the Indenture as of the Original Closing Date (the “Current Premises”); and 

(x) any interest in alcoholic beverage inventory; 

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to
above and such Proceeds shall not constitute “Excluded Property” (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to above). 

“Guarantor Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise
under or in connection with the Indenture, its Note Guarantee and the Collateral Documents, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Collateral Agent or to any Secured Party that are required to be paid by such Guarantor pursuant to the Indenture). 

“Infringe”: as defined in Section 4.9(c). 

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property,
arising under United States laws, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any Infringement
thereof, including the right to receive all proceeds and damages therefrom. 
 “Intercompany Note”: any promissory note
evidencing loans made by any Grantor to Holdings or any of its Subsidiaries. 

  
 4 








 “Investment Property”: the collective reference to (i) all “investment
property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than Excluded Property) excluded from the definition of “Pledged Stock” and (ii) whether or not constituting “investment
property” as so defined, all Pledged Notes and all Pledged Stock. 
 “Issuers”: the collective reference to each
issuer of any Investment Property. 
 “Material Contracts”: the contracts and agreements to which any Grantor is a party
for which breach, non-performance, cancellation or failure to renew would reasonably be expected to have a Material Adverse Effect as the same may be amended, supplemented or otherwise modified from time to time, including, without limitation,
(i) all rights of any Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Grantor to damages arising thereunder and (iii) all rights of any Grantor to perform and to
exercise all remedies thereunder. 
 “New York UCC”: the Uniform Commercial Code as from time to time in effect in the
State of New York. 
 “Obligor”: as defined in Section 5.11(b). 

“Original Closing Date”: October 4, 2010 

“Patents”: (i) all letters patent of the United States, all reissues and extensions thereof, including, without
limitation, as of the Original Closing Date any of the foregoing referred to in Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part
thereof, including, without limitation, as of the Original Closing Date any of the foregoing referred to in Schedule 5, and (iii) all rights to obtain any reissues, extensions or renewals of the foregoing. 

“Patent License”: any written agreement, providing for the grant by or to any Grantor of any right to manufacture, have
manufactured, use or sell (directly or indirectly) any invention covered in whole or in part by a Patent, including, without limitation, as of the Original Closing Date any of the foregoing referred to in Schedule 5. 

“Pledged Account Bank”: as defined in Section 5.11(a). 

“Pledged Notes”: as of the Original Closing Date all promissory notes listed on Schedule 1 to the 2010 Security
Agreement, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary
course of business). 
 “Pledged Stock”: as of the Original Closing Date the shares of Capital Stock listed on Schedule
1 to the 2010 Security Agreement, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor
while this Agreement is in effect, other than Excluded Property. 
 “Proceeds”: all “proceeds” as such term is
defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto. 

  
 5 








 “Receivable”: any right to payment for goods sold or leased or for services
rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). 

“Rule 3-16 Excluded Property”: any Capital Stock of the Company or any Subsidiary of the Company to the extent that the
pledge of such Capital Stock results in the Company or such Subsidiary being required to file separate financial statements of the Company or such Subsidiary with the SEC (or any other governmental agency), but only to the extent necessary not to be
subject to such requirement. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is
adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of the Company or any Subsidiary of the Company due to the fact that the Company’s or such Subsidiary’s Capital Stock
secures the Secured Obligations, then the Capital Stock of the Company or such Subsidiary shall automatically be deemed to be “Regulation 3-16 Excluded Property” without consent from any Secured Party, but only to the extent necessary to
not be subject to such requirement. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation
is adopted, which would permit) the Company’s or such Subsidiary’s Capital Stock to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate
financial statements of the Company or such Subsidiary, then the Capital Stock of the Company or of such Subsidiary shall automatically cease to be deemed “Regulation 3-16 Excluded Property”. 

“Secured Obligations”: (i) in the case of the Company, the Company Obligations, and (ii) in the case of each
Guarantor, its Guarantor Obligations. 
 “Secured Parties”: the collective reference to (i) the Collateral Agent,
(ii) the Trustee and (iii) the Holders. 
 “Securities Accounts”: as defined in the Uniform Commercial Code of
any applicable jurisdiction and, in any event, including, without limitation, all security entitlements with respect to all financial assets from time to time credited to the Securities Accounts, and all financial assets, and all dividends,
distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such security entitlements or such financial assets and all
subscription warrants, rights or options issued thereon or with respect thereto, including, as of the Original Closing Date, any of the foregoing referred to in Schedule 8. 

“Securities Account Control Agreement”: as defined in Section 5.12(a). 

“Securities Act”: the Securities Act of 1933, as amended. 

“Specified Collateral”: any Collateral (i) to the extent that the same arises under the laws of any jurisdiction other
than the United States (or any State thereof), (ii) constituting any licenses, permits or authorizations issued by a Governmental Authority or Fixtures to the extent that a Lien therein cannot be perfected by the filing of Uniform Commercial
Code financing statements in the jurisdiction of organization of the applicable Grantor; (iii) real property (other than Fixtures) or (iv) constituting Investment Property, Deposit Accounts, Letter-of-Credit Rights, and any other relevant
Collateral with respect to which the Collateral Agent (as defined in the 2010 Indenture) or the Administrative Agent has obtained “control” (within the meaning of the applicable Uniform Commercial Code) in accordance with the 2010 Security
Agreement or the First Lien Guarantee and Collateral Agreement, dated as of October 4, 2015, to the extent that a Lien therein cannot be perfected by the filing of Uniform Commercial Code financing statements in the jurisdiction of organization
of the applicable Grantor. 

  
 6 








 “Trademarks”: (i) all trademarks, trade names, brand names, corporate
names, company names, business names, fictitious business names, trade styles, trade dress, domain names, service marks, logos and other source or business identifiers, and all goodwill connected with the use of and symbolized by the foregoing, now
existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith (excluding any “intent-to-use” application for trademark or service mark registration filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, to the extent the inclusion in the Collateral could result in a loss of rights before an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been
filed) in the United States Patent and Trademark Office or in any similar office or agency of the United States, or any State thereof, and all common-law rights related thereto, including, without limitation, as of the Original Closing Date any of
the foregoing referred to in Schedule 5, and (ii) the right to obtain all renewals thereof. 
 “Trademark
License”: any written agreement providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, as of the Original Closing Date any of the foregoing referred to in Schedule 5. 

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

 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to
such Grantor’s Collateral or the relevant part thereof. 
 SECTION 2. INTENTIONALLY OMITTED 

SECTION 3. GRANT OF SECURITY INTEREST 

Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of 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”), as collateral security
for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: 

(a) all Accounts; 
 (b) all
Chattel Paper; 
 (c) all contracts and agreements, including, without limitation, all Material Contracts; 

(d) all Deposit Accounts; 

  
 7 








 (e) all Documents; 

(f) all Equipment; 
 (g) all
Fixtures; 
 (h) all General Intangibles; 

(i) all Instruments; 
 (j) all
Intellectual Property; 
 (k) all Inventory; 

(l) all Investment Property (including all Commodity Accounts and Securities Accounts); 

(m) all Letter-of-Credit Rights; 

(n) all other property not otherwise described above; 

(o) all books and records pertaining to the Collateral; and 

(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the foregoing; 
 provided, however, that notwithstanding any of the other
provisions set forth in this Section 3, the term Collateral and the terms set forth in this Section defining the components of Collateral shall not include, and this Agreement shall not constitute a grant of security interest in any Excluded
Property; provided, further, that notwithstanding anything to the contrary contained herein, this Agreement shall not constitute a grant of a security interest in any Rule 3-16 Excluded Property to secure any Secured Obligations. 

SECTION 4. REPRESENTATIONS AND WARRANTIES 

To induce the Collateral Agent and the Secured Parties to enter into the Indenture and to induce the Secured Parties to make their respective
extensions of credit to the Company thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that: 

4.1 Title; No Other Liens. Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured
Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Indenture, such Grantor owns each item of the Collateral free and clear of any and all Liens. No 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 have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are
permitted by the Indenture or are being released on the Issue Date. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses in the ordinary course of business to third parties to use
Intellectual Property owned by, licensed to or developed by a Grantor. For purposes of this Agreement and the other Collateral Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the
Collateral Agent and each Secured Party 

  
 8 








 
understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Collateral Agent to utilize, sell, lease or transfer
the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto. 
 4.2 Perfected Second
Priority Liens. On the date hereof, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents
referred to on said Schedule required by the Indenture or the Purchase Agreement to be delivered by the date of this Agreement, have been so delivered to the Collateral Agent in completed and duly executed form) will constitute valid perfected
security interests in all of the Collateral in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor and (b) are prior to all other Liens on such Collateral in existence on the date of this Agreement except for Liens permitted by the
Indenture, including Liens securing the Credit Agreement Obligations; provided, however, that additional filings in the United States Patent and Trademark Office and United States Copyright Office may be necessary with respect to the
perfection of the Collateral Agent’s Lien in United States registrations and applications for Trademarks, Patents and Copyrights which are filed by, issued to, or acquired by Grantor after the date of this Agreement and, provided,
further, that additional filings and/or other actions may be required to perfect the Collateral Agent’s Lien in Intellectual Property which is created under the laws of a jurisdiction outside the United States and (ii) additional
filings, recordations or actions may be required with respect to other Specified Collateral. 
 4.3 Jurisdiction of Organization; Chief
Executive Office. On the date of this Agreement, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and as of the Original Closing Date the location of such Grantor’s
chief executive office or sole place of business or principal residence, as the case may be, are, in each case, specified on Schedule 3. Such Grantor has furnished to the Collateral Agent on the Issue Date a certified charter, certificate of
incorporation or other organizational document and long-form (if available) good standing certificate as of a date which is recent to the date of this Agreement. 

4.4 Inventory and Equipment. As of the Original Closing Date, the Inventory and the Equipment (other than mobile goods) having an
aggregate value of more than $100,000 are kept at the locations listed on Schedule 4. 
 4.5 Farm Products. None of the
Collateral constitutes, or is the Proceeds of, Farm Products. 
 4.6 Investment Property. (a) The shares of Pledged Stock
pledged by such Grantor under the 2010 Security Agreement constituted all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Capital Stock of a Foreign Subsidiary or Foreign
Subsidiary Holding Company, 66% of the outstanding Capital Stock of each relevant Issuer, in each case as of the Original Closing Date. 

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. 

(c) As of the Original Closing Date, each of the Pledged Notes constituted 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 an implied covenant of good faith and fair dealing. 

  
 9 








 (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the
Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and other Liens permitted under the Indenture. 

4.7 Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable in an amount exceeding $100,000
is evidenced by any Instrument or Chattel Paper which, subject to Section 8.17, has not been delivered to the Collateral Agent. 
 (b)
None of the obligors on any Receivable in an amount exceeding $100,000 is a Governmental Authority. 
 (c) The amounts represented by such
Grantor to the Secured Parties from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate in all material respects. 

4.8 Material Contracts. 

(a) No consent of any party (other than such Grantor) to any Material Contract is required in connection with the execution, delivery and
performance of this Agreement (except as has been (or is otherwise required to be) obtained in accordance with the terms of the Indenture and the Purchase Agreement). 

(b) Each Material Contract is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto,
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 an implied covenant of good faith and fair dealing. 
 (c) 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 such Grantor other than those which have been duly obtained, made or
performed, are in full force and effect, except for any such consent, authorization or filing, the failure to obtain or make, would not reasonably be expected to have a Material Adverse Effect. 

(d) Neither such Grantor nor (to the best of such Grantor’s knowledge) any of the other parties to the Material Contracts is in default in
the performance or observance of any of the terms thereof in any manner that, in the aggregate, would reasonably be expected to have a Material Adverse Effect. 

(e) The right, title and interest of such Grantor in, to and under the Material Contracts are not subject to any defenses, offsets,
counterclaims or claims that, in the aggregate, would reasonably be expected to have a Material Adverse Effect. 
 (f) On the Original
Closing Date, such Grantor has delivered to the Collateral Agent a complete and correct copy of each Material Contract as of such date, including all amendments, supplements and other modifications thereto. 

  
 10 








 (g) As of the Original Closing Date, no amount payable to such Grantor in excess of $100,000
under or in connection with any Material Contract was evidenced by any Instrument or Chattel Paper which, subject to Section 8.17, had not been delivered to the Collateral Agent. 

(h) None of the parties to any Material Contract is a Governmental Authority. 

4.9 Intellectual Property. 

(a) As of the Original Closing Date, Schedule 5 listed all Intellectual Property (other than Specified Collateral) issued, registered or
for which an application was then pending and owned by such Grantor in its own name on the Original Closing Date. 
 (b) Each Grantor owns or
has the right to use, free of all Liens (other than Liens permitted by the Indenture), all Intellectual Property currently used in the operation of such Grantor’s business except as would not reasonably be expected to result in a Material
Adverse Effect. 
 (c) As of the Original Closing Date, all Intellectual Property owned by such Grantor was (i) valid, subsisting,
unexpired and enforceable, (ii) had not been abandoned, (iii) did not infringe, impair, misappropriate, dilute or otherwise violate (to “Infringe” and similar constructions will be construed accordingly) the Intellectual
Property rights of any other Person and (iv) was not being Infringed by any other Person except, in each case of this Section 4.9(c), as would not reasonably be expected to result in a Material Adverse Effect. 

(d) As of the Original Closing Date, except as set forth in Schedule 5, on the date of this Agreement, none of the Intellectual Property
was the subject of any material licensing or franchise agreement pursuant to which such Grantor was the licensor or franchisor other than those entered into in the ordinary course of business. 

(e) As of the Original Closing Date, no holding, decision or judgment had been rendered by any Governmental Authority which would have limited,
canceled or challenged the validity, enforceability, ownership or use of, or such Grantor’s rights in, any Intellectual Property in any respect, and such Grantor knew of no valid basis for same, in each case, that would have reasonably been
expected to result in a Material Adverse Effect. 
 (f) As of the Original Closing Date, no action or proceeding was pending, or, to the
knowledge of such Grantor, threatened or imminent, (i) seeking to limit, cancel or challenge the validity, enforceability, ownership or use of any Intellectual Property by Grantor or such Grantor’s interest therein and (ii) which, if
adversely determined, would have reasonably been expected to result in a Material Adverse Effect on the value of any Intellectual Property. 

4.10 Commercial Tort Claims 

(a) As of the Original Closing Date, except to the extent listed in Section 3 above, no Grantor had rights in any Commercial Tort Claim
with a net present expected recovery value (as determined by such Grantor in its good faith business judgment) in excess of $200,000. 
 (b)
Upon the filing of a financing statement covering any Commercial Tort Claim referred to in Section 5.10 hereof against such Grantor in the jurisdiction specified in Schedule 2 hereto, the security interest granted in such Commercial Tort
Claim will constitute a valid perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof
against all 

  
 11 








 
creditors of such Grantor and any Persons purporting to purchase such Collateral from Grantor, which security interest shall be prior to all other Liens on such Collateral except for unrecorded
Liens permitted by the Indenture which have priority over the Liens on such Collateral by operation of law and Liens securing Credit Agreement Obligations. 

SECTION 5. COVENANTS 
 Each
Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Secured Obligations shall have been paid in full: 

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable in excess of $200,000 under or in
connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, subject to Section 8.17, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the
Collateral Agent, duly indorsed in favor of the Collateral Agent, to be held as Collateral pursuant to this Agreement. 
 5.2 Maintenance
of Insurance. (a) The Company shall maintain with financially sound and reputable insurance companies insurance on all of its properties in at least such amounts (with such deductibles and self insured retentions) and against at least such
risks (but including in any event public liability, product liability, business interruption and hazards) as are usually insured against in the same general area by companies engaged in the same or a similar business, and (b) all losses shall
be adjusted by the Company with the insurance companies. Subject to the terms of the Indenture, so long as no Event of Default has occurred and is continuing, all insurance proceeds and all awards and proceeds of any condemnation or other
proceedings with respect to any property of the Grantors shall be collected by or on behalf of the applicable Grantor, and applied by the applicable Grantor to restore or replace the related property. Subject to the terms of the Indenture, if
an Event of Default has occurred and is continuing, any such proceeds and awards with respect to any Collateral or property subject to a Mortgage shall be applied in accordance with Section 6.5. Subject to the Intercreditor Agreement, all such
insurance shall (i) provide that no cancellation shall be effective until at least ten days after receipt by the Collateral Agent of written notice thereof and (ii) name the Collateral Agent as an additional insured party or loss payee, as
applicable. 
 (b) The Company shall deliver to the Collateral Agent and the Secured Parties a report of a reputable insurance broker with
respect to such insurance substantially concurrently with each delivery of the Company’s audited annual financial statements and such supplemental reports with respect thereto that are delivered to the First Priority Representative. 

5.3 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest
created by this Agreement (other than with respect to Specified Collateral), subject to any limitations with respect to perfection set forth in the Indenture and this Agreement as a perfected security interest having at least the priority described
in Section 4.2 of this Agreement (subject to Liens permitted by the Indenture) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Indenture and the
Collateral Documents to dispose of the Collateral. 
 (b) Such Grantor shall furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as are delivered to the First Priority Representative, all in reasonable detail. 

  
 12 








 (c) At any time and from time to time but subject to the limitations as to perfection set forth
in the other covenants in the Indenture and this Agreement, subject to Section 8.17, at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and
take such further actions as shall be necessary and appropriate for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing
or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts,
Letter-of-Credit Rights, and any other relevant Collateral, subject to the other provisions of this Agreement, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform
Commercial Code) with respect thereto. 
 5.4 Changes in Name, etc. Such Grantor will not, except upon ten days’ prior written
notice to the Collateral Agent and delivery to the Collateral Agent of all additional financing statements and other documents necessary to maintain the validity, perfection and priority of the security interests provided for herein, (i) change
its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3 or (ii) change its name. 

5.5 Notices. Such Grantor will advise the Collateral Agent promptly, in reasonable detail, of: 

(a) any Lien (other than security interests created hereby or Liens permitted under the Indenture) on any of the Collateral which would
adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and 
 (b) of the occurrence of any other
event which would reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the security interests created hereby. 

5.6 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without
limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the
Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall, subject to Section 8.17, accept the same as
the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and deliver the same forthwith to the Collateral Agent in the form received, duly indorsed by such Grantor to the
Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional
collateral security for the Secured Obligations. Except as permitted by the Indenture and subject to Section 8.17, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over
to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed
upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected
security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of
the Investment Property shall be received by such Grantor, such Grantor shall, subject to Section 8.17, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent and
the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. 

  
 13 








 (b) Subject to Section 8.17, without the prior written consent of the Collateral Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock
of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the
Indenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests
created by this Agreement or Liens permitted by the Indenture, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Investment Property
or Proceeds thereof. 
 (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of
this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events
described in Section 5.7 with respect to the Investment Property issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant
to Section 6.3(c) or 6.7 with respect to the Investment Property issued by it. 
 5.7 [Intentionally Omitted]. 

5.8 Material Contracts. 

(a) Such Grantor will perform and comply in all material respects with all its obligations under the Material Contracts. 

(b) Such Grantor will not amend, modify, terminate or waive any provision of any Material Contract in any manner which could reasonably be
expected to materially adversely affect the value of such Material Contract as Collateral. 
 (c) Such Grantor will exercise promptly and
diligently each and every material right which it may have under each Material Contract (other than any right of termination). 
 (d) Such
Grantor will deliver to the Collateral Agent a copy of each material written demand, written notice or document received by it relating in any way to any Material Contract that questions the validity or enforceability of such Material Contract. 

5.9 Intellectual Property. (a) Subject to such Grantor’s commercially reasonable business judgment, such Grantor (either
itself or through licensees) will (i) continue to use each material Trademark on trademark classes of goods or services applicable to its current business, in order to maintain such Trademark in full force free from any claim of abandonment for
non-use, (ii) maintain in a manner consistent with past practices the quality of all products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends
required by applicable Requirements of Law, (iv) not adopt or use any new mark or any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties,
shall obtain a perfected security interest in such mark to the extent required pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may
become invalidated or abandoned. 

  
 14 








 (b) Subject to such Grantor’s commercially reasonable business judgment, such Grantor
(either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. 

(c) Subject to such Grantor’s commercially reasonable business judgment, such Grantor (either itself or through licensees) will not (and
will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of any material Copyright may become invalidated or abandoned. Such Grantor will not (either itself or through licensees)
do any act whereby any material portion of any material Copyright may fall into the public domain. 
 (d) Such Grantor (either itself or
through licensees) will not do any act that knowingly uses any Intellectual Property to Infringe upon the Intellectual Property rights of any other Person, except as would not reasonably be expected to have a Material Adverse Effect. 

(e) Such Grantor will notify the Collateral Agent promptly if it knows, or has reason to know, that any application or registration relating to
any material Intellectual Property owned by such Grantor may become forfeited, abandoned 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 in the United States, or any proceeding or other action outside of the United States that would reasonably
be expected to have a Material Adverse Effect) regarding such Grantor’s ownership of, rights in, or the validity or enforceability of any material Intellectual Property owned by such Grantor, including, without limitation such Grantor’s
right to register, own or to maintain the same. 
 (f) Whenever such Grantor, either by itself or through any agent, employee, licensee or
designee, shall file an application or statement of use for the registration of any Intellectual Property with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof,
such Grantor shall report such filing to the Collateral Agent within ten Business Days after the last day of the fiscal quarter in which such filing occurs. Whenever such Grantor, either by itself or through any agent, employee, licensee or
designee, shall file an application for the 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
Collateral Agent within ten Business Days after the last day of the fiscal quarter in which such filing occurs. Such Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as is necessary to evidence the
Collateral Agent’s and the Secured Parties’ security interest in any such Copyright, Patent or Trademark owned by such Grantor. 

(g) Subject to such Grantor’s commercially reasonable business judgment, such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent and Trademark Office, 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 Intellectual Property owned by such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability and the payment of maintenance fees. 

  
 15 








 (h) In the event that any material Intellectual Property owned by such Grantor is Infringed by a
third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value,
promptly notify the Collateral Agent after it learns thereof and, subject to such Grantor’s commercially reasonable business judgment, sue for Infringement, seek injunctive relief where appropriate and to recover any and all damages for such
Infringement. 
 5.10 Commercial Tort Claims. If such Grantor shall obtain an interest in any Commercial Tort Claim with a net
present expected recovery value in excess of $500,000 (as determined by such Grantor in its good faith business judgment), such Grantor shall within thirty days of obtaining such interest sign and deliver documentation necessary to grant a security
interest in favor of the Collateral Agent under the terms and provisions of this Agreement in and to such Commercial Tort Claim. 
 5.11
Deposit Accounts. (a)(i), Each Grantor will maintain Deposit Accounts with a bank (a “Pledged Account Bank”) that has agreed with such Grantor and the Collateral Agent to comply, subject to Section 8.17, with instructions
originated by the Collateral Agent upon notice by the Collateral Agent that an Event of Default shall have occurred, directing the disposition of funds in such Deposit Account without the further consent of any Grantor (each, a “Deposit
Account Control Agreement”); provided that no Grantor shall be required to deliver any such Deposit Account Control Agreement with respect to any Deposit Account (an “Excluded Deposit Account”) so long as the funds
and financial assets credited to such Deposit Accounts are regularly swept into Deposit Accounts subject to an effective Deposit Account Control Agreement other than as provided in the following sentence. The provisions of this Section 5.11(a)
shall not apply to Deposit Accounts operated solely as a payroll account, a petty cash account, an escrow account, an employee benefit or flexible spending account, a trust account or a tax payment account (“Excluded Other
Accounts”); 
 (ii) if an Event of Default shall have occurred and be continuing, subject to Section 8.17, upon the written
request of the Collateral Agent each Grantor shall promptly transfer all amounts in all Deposit Accounts other than Excluded Other Accounts into an account or accounts maintained by a Pledged Account Bank that has entered into a Deposit Account
Control Agreement. Thereafter, each Grantor will maintain all Deposit Accounts of more than $500,000 in aggregate amount for all such accounts with a Pledged Account Bank. 

(b) If an Event of Default shall have occurred and be continuing and, subject to Section 8.17, the Collateral Agent shall have so
requested in writing, promptly after any such request, each Grantor will (i) instruct each Person obligated at any time to make any payment to such Grantor for any reason (an “Obligor”) to make such payment to one or more
Deposit Accounts maintained with a Pledged Account Bank as directed by the Collateral Agent and/or (ii) if so requested, deposit in a Deposit Account maintained with the Collateral Agent and subject to an effective Deposit Account Control
Agreement, at the end of each Business Day, all cash proceeds of Collateral and all other cash of such Grantor. 
 (c) Each Grantor agrees
that it will not add any bank that maintains a Deposit Account for such Grantor or open any new Deposit Account with any then existing Pledged Account Bank unless (i) the Collateral Agent shall have received at least three days’ prior
written notice of such additional bank or such new Deposit Account and (ii) such account comprises an Excluded Other Account or any Excluded Deposit Account, provided that if an Event of Default shall have occurred and be continuing, the
Collateral Agent shall have received, in the case of all accounts except Excluded Other Accounts, a Deposit Account Control Agreement authenticated by such new bank and such Grantor, or a supplement to an existing Deposit Account Control Agreement
with such then existing Pledged Account 

  
 16 








 
Bank, covering such new Deposit Account (and, upon the receipt by the Collateral Agent of such Deposit Account Control Agreement or supplement, Schedule 7 hereto shall be automatically
amended to include such Deposit Account). Each Grantor may not terminate any bank as a Pledged Account Bank if an Event of Default has occurred and is continuing. 

5.12 Securities Accounts. (a) With respect to any Collateral in which any Grantor has any right, title or interest and that
constitutes a security entitlement and has a value in excess of $200,000, such Grantor will cause the securities intermediary with respect to such security entitlement to agree in an authenticated record with such Grantor and the Collateral Agent
that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement)
originated by the Collateral Agent (subject to Section 8.17) without further consent of such Grantor (such agreement being a “Securities Account Control Agreement”). 

(b) With respect to any Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract and has a
value in excess of $200,000, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any
value distributed on account of such commodity contract as directed by the Collateral Agent (subject to Section 8.17) without further consent of such Grantor (such agreement being a “Commodity Account Control Agreement”). 

(c) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity
account and has a value in excess of $200,000, in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this
Section 5.12 in order to perfect the security interest granted hereunder in such Collateral to the extent that such action is required under the above provisions of this Section 5.12. 

SECTION 6. REMEDIAL PROVISIONS 

6.1 Certain Matters Relating to Receivables. The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s
Receivables, subject to the Collateral Agent’s direction and control (subject to Section 8.17), and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of
Default. Subject to Section 8.17, if required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith
(and, in any event, within two Business Days) deposited by such Grantor in the form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral
Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured
Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 

6.2 Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others may at
any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to the Material Contracts to verify with them to the Collateral Agent’s satisfaction the existence,
amount and terms of any Receivables or Material Contracts. 

  
 17 








 (b) At any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall notify obligors on the Receivables and parties to the Material Contracts that the Receivables and the Material Contracts have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in
respect thereof shall be made directly to the Collateral Agent. 
 (c) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables and Material Contracts to observe and perform in all material respects all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Material Contract by reason of or arising out of this Agreement or the
receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable
(or any agreement giving rise thereto) or Material 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 thereunder, 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. 

6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given
notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other organizational rights with respect
to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any
violation of any provision of the Indenture, this Agreement or any other Collateral Document. 
 (b) Subject to Section 8.17, if an
Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash
dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in such order as the Collateral Agent may determine, and (ii) any or all of the Investment Property shall
be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders
of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational
structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the
Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by
it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 

  
 18 








 (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged
by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms
of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Investment Property directly to the Collateral Agent. 
 6.4 Proceeds to be Turned Over To Collateral
Agent. Subject to Section 8.17, in addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall have occurred and be continuing,
all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon
receipt by such Grantor, be turned over to the Collateral Agent in the form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder and not applied as
provided herein or in the Intercreditor Agreement shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such
Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5. 

6.5 Application of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s
election, subject to the Intercreditor Agreement, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, Deposit Account, Securities Account or Commodities Account, in
payment of the Secured Obligations in accordance with Section 6.13 of the Indenture. 
 6.6 Code and Other Remedies. If an Event
of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance
or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to pre-existing rights and licenses, 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 Collateral
Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any
Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent
shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6 in accordance with Section 6.5, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of 

  
 19 








 
the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Secured Obligations, in accordance with the provisions of the Indenture, and only after such application and after the payment by the Collateral Agent of any other amount required by any
provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims,
damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper in every case if given at least ten days before such sale or other disposition. 
 6.7
Registration Rights. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Collateral Agent it is necessary or advisable to
have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such
Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be
sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of
the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of
the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all
jurisdictions which the Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the
Securities Act. 
 (b) Each Grantor recognizes that the Collateral Agent may be unable to or may determine not to, if so directed by the
Holders of the Notes, effect a registration of any or all the Pledged Stock, and may determine, if so directed by such Holders of the Notes, to conduct one or more sales thereof to purchasers that would otherwise satisfy the requirements of the
Securities Act (for the purposes of this section, such sale a “Private Sale”). Each Grantor acknowledges and agrees that any such Private Sale may result in prices and other terms less favorable than if such sale were of Pledged
Stock registered under the provisions of the Securities Act and, notwithstanding such circumstances or any other circumstances, agrees that any such Private Sale shall be deemed to have been made in a commercially reasonable manner. In no
circumstances shall the Collateral Agent be under any obligation to register Pledged Stock under the provisions of the Securities Act, even if such Issuer would agree to do so. 

(c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this
Section 6.7 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Indenture. 

  
 20 








 6.8 Subordination. Each Grantor hereby agrees that, upon the occurrence and during the
continuance of an Event of Default, unless otherwise agreed by the Collateral Agent, all Indebtedness owing by it to any Subsidiary of the Company shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’s
Obligations. 
 6.9 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition
of the Collateral are insufficient to pay its Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such deficiency. 

SECTION 7. THE COLLATERAL AGENT 

7.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its
own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: 

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

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as necessary to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; 

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

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral; and 
 (v) (1) 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 Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and 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; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend 

  
 21 








 
any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith,
give such discharges or releases as the Collateral Agent may deem appropriate; (7) subject to any licenses (and the rights granted therein) existing at the time of such assignment, assign any Copyright, Patent or Trademark owned by such Grantor
throughout the world; and (8) generally, subject to pre-existing rights and licenses, 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 Collateral
Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect,
preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under
the power of attorney provided for in this Section 7.1(a) (other than pursuant to clause (ii) thereof) unless an Event of Default shall have occurred and be continuing. 

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, upon direction by, and with
satisfactory indemnification from, the Holders of the Notes, may perform or comply, or otherwise cause performance or compliance, with such agreement. 

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with
interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on the Notes, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor
to the Collateral Agent on demand, or directly out of proceeds from any relevant Collateral, at the Collateral Agent’s discretion. 

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

7.2 Duty of Collateral Agent. The Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any
Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers and rights conferred on the Collateral Agent and the Secured
Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral
Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor
for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

  
 22 








 7.3 Authorization of Financing Statements. Pursuant to any applicable law, each Grantor
authorizes the Collateral Agent or counsel to the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in
such offices as necessary to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property, whether now owned or hereafter
acquired” or words of a similar effect in any such financing statements. 
 7.4 Authority of Collateral Agent. Each Grantor
acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from
acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 
 7.5 Protections
of Collateral Agent. (a) For all purposes of this Agreement, the Collateral Agent shall not be deemed to have notice or knowledge of any Event of Default or matter hereunder unless written notice of such event is received by the Collateral
Agent or an officer of the Collateral Agent responsible for the administration of this Agreement has actual knowledge thereof. 
 (b) Except
for action expressly required hereunder (excluding circumstances in which the Collateral Agent has the ability but not an affirmative duty to act), nothing in this Agreement, the Indenture or any Collateral Document shall be interpreted as giving
the Collateral Agent responsibility for or any duty concerning the validity, perfection, priority or enforceability of any Lien or security interest in any Collateral or giving the Collateral Agent any obligation to take any action to procure or
maintain such validity, perfection, priority or enforceability. 
 (c) Neither the Collateral Agent nor any of its affiliates, directors,
officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of a Person authorized hereunder, the Intercreditor Agreement or under the Indenture or
(ii) in the absence of its own gross negligence or willful misconduct. Neither the Collateral Agent nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or
verify (i) any statement, warranty or representation made in connection with this Agreement; (ii) the performance or observance of any of the covenants or agreements of a Grantor; (iii) the receipt of items required to be delivered to
the Collateral Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the other Collateral Documents or any other instrument or writing furnished in connection herewith. The Collateral Agent shall not incur any liability
by acting in conclusive reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties. The
Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Collateral Document or any other document furnished in connection herewith or therewith in accordance with a written
direction or a request of an authorized Person pursuant to the terms of this Agreement or the Indenture. 
 (d) Any Person into which the
Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger,
consolidation, sale or transfer to which the Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Collateral Agent hereunder) be and become a successor Collateral Agent hereunder and be vested with all of the title
to the Collateral and all of the trusts, powers, immunities, privileges, estates, properties, rights, duties and obligations as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part
of any of the parties hereto or any other Person, anything herein to the contrary notwithstanding. 

  
 23 








 (e) In entering into this Agreement, and in taking (or refraining from) any actions under or
pursuant to this Agreement, the Collateral Agent shall be protected by and shall enjoy all of the rights, immunities, protections and indemnities granted to it or the Trustee under the Intercreditor Agreement, the Indenture or the Collateral
Documents. 
 (f) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval
of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression
of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, taking or
otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Holders of the Notes in accordance with the Intercreditor Agreement, the Indenture or the Collateral Documents. This provision is
intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any
party hereto. 
 SECTION 8. MISCELLANEOUS 

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified
except in accordance with Article 9 of the Indenture. 
 8.2 Notices. All notices, requests and demands to or upon the Collateral
Agent or any Grantor hereunder shall be effected in the manner provided for in Section 13.02 of the Indenture. 
 8.3 No Waiver by
Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any Secured Party of
any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 8.4
Enforcement Expenses; Indemnification. Each Grantor agrees to pay, and to indemnify and save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the same extent such Person would be required to do so pursuant to
Section 7.07 or Section 11.01 of the Indenture, as applicable. The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Indenture and the other Collateral Documents.


  
 24 








 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each Grantor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Collateral Agent. 
 8.6 [Intentionally Omitted] 

8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(including by email or telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes. 
 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 8.9 Section Headings. The Section headings used in
this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

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

8.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 8.12 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 Agreement and the other Collateral Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction
of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 

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

  
 25 








 (c) agrees that service of process in any such action or proceeding may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified
pursuant thereto; 
 (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law
or shall limit the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 

8.13 Acknowledgements. Each Grantor hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Indenture, the Intercreditor Agreement and
the other Collateral Documents to which it is a party; 
 (b) neither the Collateral Agent nor any Secured Party has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with this Agreement, the Indenture, the Intercreditor Agreement or any of the other Collateral Documents, and the relationship between the Grantors, on the one hand, and the
Collateral Agent and Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 

(c) no joint venture is created hereby or by the Indenture, the Intercreditor Agreement or the other Collateral Documents or otherwise exists
by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties. 
 8.14
Additional Grantors. From and after the date hereof, each subsidiary of Logan’s Roadhouse, Inc. that is required to become a party to this Agreement pursuant to Section 4.15 of the Indenture shall become a Grantor for all purposes
of this Agreement upon execution and delivery by such Subsidiary of a Joinder Agreement in the form of Annex 1 hereto. 
 8.15
Releases. Collateral shall be released from the Lien created by this Agreement to the extent provided in Section 10.06 of the Indenture. 

8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 8.17 Intercreditor
Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Liens, security interests and rights granted pursuant to this Agreement or any other Collateral Document with respect to the Collateral shall be subject to the
terms and conditions of (and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder or thereunder shall be subject to the terms and conditions of, the Intercreditor Agreement. In the event of any conflict
between this Agreement, any other Collateral Document or the Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or remedy granted to the Collateral Agent or the other Secured Parties hereunder
or under the Indenture or any other Collateral Document shall be exercised by the Collateral Agent or any other Secured Party, and no direction shall be given by the Collateral Agent or any other Secured Party in contravention of the 

  
 26 








 
Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured
Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Collateral, until the First Priority Obligations Payment Date (as such term is defined in the Intercreditor Agreement) any obligation of the Company and
any other Grantor hereunder or under the Indenture or any other Collateral Document with respect to the delivery or control of any Collateral, the notation of any Lien on any certificate of title, bill of lading or other document, the giving of any
notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if the Company or such Grantor, as applicable, complies with the requirements of the similar provision
of the applicable First Priority Document (as such term is defined in the Intercreditor Agreement). Until the First Priority Obligations Payment Date, the delivery of any Collateral to, or the control of any Collateral by, the First Priority
Representative (as such term is defined in the Intercreditor Agreement) pursuant to the First Priority Documents shall satisfy any delivery or control requirement hereunder or under any other Collateral Document. 

[Remainder of page intentionally left blank] 

  
 27 








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

					
	
	LOGAN’S ROADHOUSE, INC.
		
	By:	 	 /s/ Samuel N. Borgese

		 	Name:	 	Samuel N. Borgese
		 	Title:	 	President and Chief Executive Officer
	
	LRI HOLDINGS, INC.
		
	By:	 	 /s/ Samuel N. Borgese

		 	Name:	 	Samuel N. Borgese
		 	Title:	 	President and Chief Executive Officer
	
	LOGAN’S ROADHOUSE OF TEXAS, INC.
		
	By:	 	 /s/ Samuel N. Borgese

		 	Name:	 	Samuel N. Borgese
		 	Title:	 	President
	
	LOGAN’S ROADHOUSE OF KANSAS, INC.
		
	By:	 	 /s/ Samuel N. Borgese

		 	Name:	 	Samuel N. Borgese
		 	Title:	 	President and Chief Executive Officer


  

  
 Security Agreement
Signature Page 









					
	Acknowledged and Accepted by:
	
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as Collateral Agent
		
	By:	 	 /s/ Stefan Victory

		 	Name:	 	Stefan Victory
		 	Title:	 	Vice President

  

  
 Security Agreement
Signature Page 








 ACKNOWLEDGEMENT AND CONSENT 

The undersigned hereby acknowledges receipt of a copy of the Security Agreement dated as of October 15, 2015 as amended, modified or supplemented from
time to time (the “Agreement”), made by the Grantors parties thereto for the benefit of Wells Fargo Bank, National Association, as Collateral Agent. The undersigned agrees for the benefit of the Collateral Agent and the Secured
Parties as follows: 
 1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to
the undersigned. 
 2. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it pursuant to Section 6.3(c) or 6.7 of the Agreement. 
  

			
	[NAME OF ISSUER]
		
	        By:	 	  

	        Name:	 	
	        Title:	 	
		 	
	Address for Notices:
	  

 
  

	Fax:	 	


  







 Schedule 1 

DESCRIPTION OF INVESTMENT PROPERTY 
 Pledged
Stock: 
  

											
	 Grantor and Jurisdiction of
Formation
	  	 Issuer
	  	 Class of Stock
	  	 Stock Certificate No.
	  	 No. of Shares
	  	 Percent of Total Shares
Issued Pledged

						
	LRI Holdings, Inc. (Delaware)	  	Logan’s Roadhouse, Inc.	  	Common	  	2	  	1000	  	100%
						
	Logan’s Roadhouse, Inc. (Tennessee)	  	Logan’s Roadhouse of Kansas, Inc.	  	Common	  	2	  	1000	  	100%
						
	Logan’s Roadhouse, Inc. (Tennessee)	  	Logan’s Roadhouse of Texas, Inc.	  	Common	  	2	  	1000	  	100%

 Pledged Notes: 

Promissory Note, dated October 4, 2010, in an amount equal to $115,030,072.50, issued by Roadhouse Merger Inc. to Roadhouse Financing Inc. 







 Schedule 2 

FILINGS AND OTHER ACTIONS 

REQUIRED TO PERFECT SECURITY INTERESTS 

Uniform Commercial Code Filings 
  

			
	 Name of Grantors
	  	 Uniform Commercial Code Filing Office

		
	Logan’s Roadhouse, Inc.	  	Tennessee – Secretary of State
		
	LRI Holdings, Inc.	  	Delaware – Secretary of State
		
	Logan’s Roadhouse of Kansas, Inc.	  	Kansas – Secretary of State
		
	Logan’s Roadhouse of Texas, Inc.	  	Texas – Secretary of State

 Patent and Trademark Filings 

Notice And Confirmation of Grant of Security Interest Trademarks, effective as of October 15, 2015 is made by Logan’s Roadhouse,
Inc., a Tennessee corporation (the “Borrower”), in favor of W, a national banking association, as Administrative Agent (the “Agent”) for the several banks and other financial institutions (the
“Lenders”), parties to the Credit Agreement, dated as October 4, 2010 (as amended, supplemented or otherwise modified from time to time, among Borrower, the Lenders, the Agent, and Credit Suisse AG as Co-Documentation Agent and
Syndication Agent. 

  
 4 








 Actions with respect to Pledged Stock 

Deliver to the Administrative Agent of each of the share certificates set forth in Schedule 2 hereto, together with a stock power. 

Actions with respect to Pledged Notes 

Deliver to the Administrative Agent of the promissory note set forth in Schedule 2 hereto, together with a note power. 

Other Actions 
 Execute
and deliver account control agreements for each of commodities accounts, the deposit accounts and securities accounts set forth on Schedules 7, 8 and 9 hereto. 

  
 5 








 Schedule 3 

LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE 
  

					
	 Grantor
	  	 Jurisdiction of
Organization
	    	 Location of Chief
Executive Office

	Logan’s Roadhouse, Inc.	  	Tennessee	    	 3011 Armory Drive
 Suite 300
Nashville, TN 37204

			
	LRI Holdings, Inc.	  	Delaware	    	 3011 Armory Drive
 Suite 300

Nashville, TN 37204

			
	Logan’s Roadhouse of Kansas, Inc.	  	Kansas	    	 3011 Armory Drive
 Suite 300

Nashville, TN 37204

			
	Logan’s Roadhouse of Texas, Inc.	  	Texas	    	 3011 Armory Drive
 Suite 300

Nashville, TN 37204









 Schedule 4 

LOCATIONS OF INVENTORY AND EQUIPMENT 
  

											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
	Logan’s Roadhouse, Inc.	  	N/A	  	3011 Armory Drive Suite 300	  	Nashville	  	TN	  	37204
						
	Logan’s Roadhouse, Inc.	  	301	  	1250 South Broadway	  	Lexington	  	KY	  	40504
						
	Logan’s Roadhouse, Inc.	  	302	  	5300 Hickory Hollow Ln	  	Antioch	  	TN	  	37013
						
	Logan’s Roadhouse, Inc.	  	303	  	1715 Gallatin Pike North	  	Madison	  	TN	  	37115
						
	Logan’s Roadhouse, Inc.	  	304	  	3072 Wilma Rudolph Blvd	  	Clarksville	  	TN	  	37040
						
	Logan’s Roadhouse, Inc.	  	305	  	604 Carriage House Dr	  	Jackson	  	TN	  	38305
						
	Logan’s Roadhouse, Inc.	  	306	  	740 NW Broad	  	Murfreesboro	  	TN	  	37129
						
	Logan’s Roadhouse, Inc.	  	307	  	7087 Baker’s Bridge Ave	  	Franklin	  	TN	  	37064
						
	Logan’s Roadhouse, Inc.	  	308	  	5137 Hinkleville Rd	  	Paducah	  	KY	  	42001
						
	Logan’s Roadhouse, Inc.	  	309	  	2119 Gunbarrell Rd	  	Chattanooga	  	TN	  	37421
						
	Logan’s Roadhouse, Inc.	  	310	  	970 State Rd 131	  	Clarksville	  	IN	  	47129
						
	Logan’s Roadhouse, Inc.	  	311	  	3112 Browns Mill Rd	  	Johnson City	  	TN	  	37604
						
	Logan’s Roadhouse, Inc.	  	312	  	2890 Florence Blvd	  	Florence	  	AL	  	35630









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	313	  	2643 Manchester	  	Columbus	  	GA	  	31904
						
	Logan’s Roadhouse, Inc.	  	315	  	850 Mall Rd	  	Barboursville	  	WV	  	25504
						
	Logan’s Roadhouse, Inc.	  	316	  	1 N. Burkhardt	  	Evansville	  	IN	  	47715
						
	Logan’s Roadhouse, Inc.	  	317	  	2710 N. Germantown Pkwy	  	Memphis	  	TN	  	38133
						
	Logan’s Roadhouse, Inc.	  	318	  	1511 Skyland Blvd E	  	Tuscaloosa	  	AL	  	35403
						
	Logan’s Roadhouse, Inc.	  	319	  	3668 Atlanta Hwy	  	Athens	  	GA	  	30606
						
	Logan’s Roadhouse, Inc.	  	320	  	3933 Arkwright Rd	  	Macon	  	GA	  	31210
						
	Logan’s Roadhouse, Inc.	  	321	  	5005 Shelbyville Rd	  	Louisville	  	KY	  	40207
						
	Logan’s Roadhouse, Inc.	  	322	  	1395 Interstate Dr.	  	Cookeville	  	TN	  	38501
						
	Logan’s Roadhouse, Inc.	  	323	  	2400 Elliston Pl	  	Nashville	  	TN	  	37202
						
	Logan’s Roadhouse, Inc.	  	324	  	6571 Blue Bonnet Blvd.	  	Baton Rouge	  	LA	  	70810
						
	Logan’s Roadhouse, Inc.	  	325	  	3323 Ambassador Caffery Pkwy	  	Lafayette	  	LA	  	70506
						
	Logan’s Roadhouse, Inc.	  	326	  	7724 Ludington Lane	  	Birmingham	  	AL	  	35210
						
	Logan’s Roadhouse, Inc.	  	327	  	2820 MacArthur Dr	  	Alexandria	  	LA	  	71301


  
 8 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	328	  	4249 Balmoral Drive	  	Huntsville	  	AL	  	35801
						
	Logan’s Roadhouse, Inc.	  	329	  	3509 Gerstner Memorial Pkwy	  	Lake Charles	  	LA	  	70605
						
	Logan’s Roadhouse, Inc.	  	331	  	4825 E. 82nd St	  	Indianapolis	  	IN	  	46250
						
	Logan’s Roadhouse, Inc.	  	332	  	201 Constitution Dr	  	W. Monroe	  	LA	  	71292
						
	Logan’s Roadhouse, Inc.	  	333	  	12821 Fair Lakes Pkwy	  	Fairfax	  	VA	  	22033
						
	Logan’s Roadhouse, Inc.	  	334	  	7480 W. Colonial Drive	  	Orlando	  	FL	  	32818
						
	Logan’s Roadhouse, Inc.	  	335	  	4740 Valley View Blvd	  	Roanoke	  	VA	  	24012
						
	Logan’s Roadhouse, Inc.	  	336	  	46321 McClellan Way	  	Sterling	  	VA	  	20165
						
	Logan’s Roadhouse, Inc.	  	337	  	5229 Dixie Hwy	  	Louisville	  	KY	  	40216
						
	Logan’s Roadhouse, Inc.	  	338	  	3840 State Rd 26 East	  	Lafayette	  	IN	  	47905
						
	Logan’s Roadhouse, Inc.	  	339	  	100 Resource Center Pkwy	  	Birmingham	  	AL	  	35242
						
	Logan’s Roadhouse, Inc.	  	340	  	11301 Abercorn Street	  	Savannah	  	GA	  	31419
						
	Logan’s Roadhouse, Inc.	  	342	  	5925 W. Irlo Bronson Hwy	  	Kissimmee	  	FL	  	34746
						
	Logan’s Roadhouse, Inc.	  	344	  	9218 Anderson Rd.	  	Tampa	  	FL	  	33634
						
	Logan’s Roadhouse, Inc.	  	345	  	3969 Morse Crossing	  	Columbus	  	OH	  	43219


  
 9 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	346	  	7731 Donegan Drive	  	Manassas	  	VA	  	20110
						
	Logan’s Roadhouse, Inc.	  	347	  	8310 I-40 West	  	Amarillo	  	TX	  	79106
						
	Logan’s Roadhouse, Inc.	  	348	  	3060 W. Sandlake Road	  	Orlando	  	FL	  	32819
						
	Logan’s Roadhouse, Inc.	  	349	  	4649 W. 1st Street	  	Sanford	  	FL	  	32771
						
	Logan’s Roadhouse, Inc.	  	350	  	12950 N.W. Freeway	  	Houston	  	TX	  	77040
						
	Logan’s Roadhouse, Inc.	  	351	  	5105 E. 42nd Street	  	Odessa	  	TX	  	79762
						
	Logan’s Roadhouse, Inc.	  	352	  	11865 Gateway West Blvd	  	El Paso	  	TX	  	79936
						
	Logan’s Roadhouse, Inc.	  	353	  	6251 Slide Road	  	Lubbock	  	TX	  	79414
						
	Logan’s Roadhouse, Inc.	  	354	  	2513 S. Stemmons Freeway	  	Lewisville	  	TX	  	75067
						
	Logan’s Roadhouse, Inc.	  	355	  	30751 Gratiot Avenue	  	Roseville	  	MI	  	48066
						
	Logan’s Roadhouse, Inc.	  	356	  	14235 Hall Road	  	Shelby
Township	  	MI	  	48315
						
	Logan’s Roadhouse, Inc.	  	357	  	12477 I-10 West	  	San Antonio	  	TX	  	78230
						
	Logan’s Roadhouse, Inc.	  	359	  	1908 Pavillon Way	  	Lexington	  	KY	  	40509
						
	Logan’s Roadhouse, Inc.	  	360	  	9380 The Landing Drive	  	Douglasville	  	GA	  	30135
						
	Logan’s Roadhouse, Inc.	  	362	  	948 North East Loop 820	  	Hurst	  	TX	  	76053


  
 10 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	363	  	4609 West Loop 250 North	  	Midland	  	TX	  	79707
						
	Logan’s Roadhouse, Inc.	  	364	  	2224 S. 10th Street	  	McAllen	  	TX	  	78503
						
	Logan’s Roadhouse, Inc.	  	365	  	1141 Hwy. 35 North	  	SanMarcos	  	TX	  	78666
						
	Logan’s Roadhouse, Inc.	  	366	  	2200 S. Hwy 6	  	Houston	  	TX	  	77077
						
	Logan’s Roadhouse, Inc.	  	367	  	5300 San Dario Drive	  	Laredo	  	TX	  	78041
						
	Logan’s Roadhouse, Inc.	  	368	  	86 West 14 Mile Road	  	Troy	  	MI	  	48083
						
	Logan’s Roadhouse, Inc.	  	369	  	2315 Beltline Road S.W.	  	Decatur	  	AL	  	35603
						
	Logan’s Roadhouse, Inc.	  	370	  	4384 Sherwood Way	  	San Angelo	  	TX	  	76901
						
	Logan’s Roadhouse, Inc.	  	371	  	2702 B Parker Road	  	Round Rock	  	TX	  	78681
						
	Logan’s Roadhouse, Inc.	  	372	  	13305 Eureka Road	  	Southgate	  	MI	  	48195
						
	Logan’s Roadhouse, Inc.	  	373	  	3174 Linden Drive	  	Bristol	  	VA	  	24201
						
	Logan’s Roadhouse, Inc.	  	374	  	600 Greenwood Park Dr. North	  	Greenwood	  	IN	  	46142
						
	Logan’s Roadhouse, Inc.	  	375	  	39605 Ford Road	  	Canton	  	MI	  	48187
						
	Logan’s Roadhouse, Inc.	  	376	  	3000 Spotsylvania Mall Dr.	  	Fredricksburg	  	VA	  	22407
						
	Logan’s Roadhouse, Inc.	  	377	  	40 Ali Way	  	Oxford	  	AL	  	36203


  
 11 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	378	  	28599 Schoolcraft Rd.	  	Livonia	  	MI	  	48150
						
	Logan’s Roadhouse, Inc.	  	379	  	1007 Village Green Crossing	  	Gallatin	  	TN	  	37066
						
	Logan’s Roadhouse, Inc.	  	380	  	4046 Wards Rd.	  	Lynchburg	  	VA	  	24502
						
	Logan’s Roadhouse, Inc.	  	381	  	5645 Pearl Dr.	  	Evansville	  	IN	  	47712
						
	Logan’s Roadhouse, Inc.	  	382	  	2364 Taylor Park Drive	  	Reynoldsburg	  	OH	  	43068
						
	Logan’s Roadhouse, Inc.	  	383	  	2170 W. 4th Street	  	Mansfield	  	OH	  	44906
						
	Logan’s Roadhouse, Inc.	  	384	  	4425 Canal Avenue SW	  	Grandville	  	MI	  	49418
						
	Logan’s Roadhouse, Inc.	  	385	  	4225 N. Main St.	  	Mishawaka	  	IN	  	46545
						
	Logan’s Roadhouse, Inc.	  	386	  	3012 William St.	  	CapeGirardeau	  	MO	  	63703
						
	Logan’s Roadhouse, Inc.	  	387	  	3954 N. Gloster St.	  	Tupelo	  	MS	  	38804
						
	Logan’s Roadhouse, Inc.	  	388	  	504A Northgate Mall	  	Chattanooga	  	TN	  	37415
						
	Logan’s Roadhouse, Inc.	  	389	  	4185 N. Dowlen Rd.	  	Beaumont	  	TX	  	77706
						
	Logan’s Roadhouse, Inc.	  	390	  	600 Sam Ridley Pkwy. West	  	Smyrna	  	TN	  	37167
						
	Logan’s Roadhouse, Inc.	  	391	  	3940 Keith St.	  	Cleveland	  	TN	  	37312
						
	Logan’s Roadhouse, Inc.	  	392	  	1210 Illinois Road South	  	Ft. Wayne	  	IN	  	46804


  
 12 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	393	  	3153 Alpine Ave.	  	Walker	  	MI	  	49544
						
	Logan’s Roadhouse, Inc.	  	394	  	701 E Stassney Bldg. C	  	Austin	  	TX	  	78745
						
	Logan’s Roadhouse, Inc.	  	395	  	1230 N Westover Blvd.	  	Albany	  	GA	  	31707
						
	Logan’s Roadhouse, Inc.	  	396	  	835 Rainbow Dr.	  	Gadsden	  	AL	  	35901
						
	Logan’s Roadhouse, Inc.	  	397	  	2740 John Hawkins Pkwy	  	Hoover	  	AL	  	35244
						
	Logan’s Roadhouse, Inc.	  	398	  	6617 Lima Rd.	  	Ft. Wayne	  	IN	  	46818
						
	Logan’s Roadhouse, Inc.	  	399	  	17065 Mercantile Rd.	  	Noblesville	  	IN	  	46060
						
	Logan’s Roadhouse, Inc.	  	400	  	3299 West Shore Dr.	  	Holland	  	MI	  	49424
						
	Logan’s Roadhouse, Inc.	  	401	  	5601 S. Harvey St.	  	Norton Shores	  	MI	  	49441
						
	Logan’s Roadhouse, Inc.	  	402	  	1125 North Burleson Blvd	  	Burleson	  	TX	  	76028
						
	Logan’s Roadhouse, Inc.	  	403	  	6226 University Dr. NW	  	Huntsville	  	AL	  	35806
						
	Logan’s Roadhouse, Inc.	  	404	  	277 Dogwood Blvd	  	Flowood	  	MS	  	39232
						
	Logan’s Roadhouse, Inc.	  	405	  	3250 Airport Rd.	  	Mobile	  	AL	  	36606
						
	Logan’s Roadhouse, Inc.	  	406	  	15189 Crossroads Pkwy	  	Gulfport	  	MS	  	39503
						
	Logan’s Roadhouse, Inc.	  	407	  	600 E. County Line Road	  	Ridgeland	  	MS	  	39157


  
 13 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	408	  	3700 US Hwy 75 North	  	Sherman	  	TX	  	75092
						
	Logan’s Roadhouse, Inc.	  	409	  	2584 Battlefield Parkway	  	Ft.
Oglethorpe	  	GA	  	30742
						
	Logan’s Roadhouse, Inc.	  	410	  	2701 Watson Blvd.	  	Warner
Robins	  	GA	  	31093
						
	Logan’s Roadhouse, Inc.	  	411	  	5800 W. Saginaw	  	Lansing	  	MI	  	48917
						
	Logan’s Roadhouse, Inc.	  	412	  	3611N. Shiloh Dr.	  	Fayetteville	  	AR	  	72703
						
	Logan’s Roadhouse, Inc.	  	413	  	6201 Rogers Ave	  	Ft. Smith	  	AR	  	72903
						
	Logan’s Roadhouse, Inc.	  	414	  	6701 S. Westnedge Ave.	  	Portage	  	MI	  	49002
						
	Logan’s Roadhouse, Inc.	  	415	  	4958 Bayou Blvd	  	Pensacola	  	FL	  	32503
						
	Logan’s Roadhouse, Inc.	  	416	  	7755 Winchester Rd	  	Memphis	  	TN	  	38125
						
	Logan’s Roadhouse, Inc.	  	417	  	30275 Eastern Shore Ct	  	Spanish
Fort	  	AL	  	36527
						
	Logan’s Roadhouse, Inc.	  	418	  	2806 West Loop 340	  	Waco	  	TX	  	76711
						
	Logan’s Roadhouse, Inc.	  	419	  	20 Mill Rd	  	McDonough	  	GA	  	30253
						
	Logan’s Roadhouse, Inc.	  	420	  	7612 N. 10th Street	  	N. McAllen	  	TX	  	78504
						
	Logan’s Roadhouse, Inc.	  	421	  	1020 N. Military Hwy	  	Norfolk	  	VA	  	23502
						
	Logan’s Roadhouse, Inc.	  	422	  	3100 E. Central TX Expressway	  	Killeen	  	TX	  	76542


  
 14 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	423	  	5083 Pinnacle Square	  	Trussville	  	AL	  	35235
						
	Logan’s Roadhouse, Inc.	  	424	  	201 RHL Blvd.	  	Charleston	  	WV	  	25309
						
	Logan’s Roadhouse, Inc.	  	425	  	4404 Miller Rd.	  	Flint	  	MI	  	48507
						
	Logan’s Roadhouse, Inc.	  	426	  	1320 E. Ireland Rd.	  	SouthBend	  	IN	  	46614
						
	Logan’s Roadhouse, Inc.	  	427	  	2140 East Walnut Ave.	  	Dalton	  	GA	  	30721
						
	Logan’s Roadhouse, Inc.	  	428	  	6685 Airways Blvd	  	Southhaven	  	MS	  	38671
						
	Logan’s Roadhouse, Inc.	  	429	  	2400 Gateway Drive	  	Opelika	  	AL	  	36801
						
	Logan’s Roadhouse, Inc.	  	430	  	9026 East 71st Street	  	Tulsa	  	OK	  	74133
						
	Logan’s Roadhouse, Inc.	  	431	  	1651 Marketplace Dr SE	  	Caledonia	  	MI	  	49316
						
	Logan’s Roadhouse, Inc.	  	432	  	2819 Centre Drive	  	Beavercreek	  	OH	  	45324
						
	Logan’s Roadhouse, Inc.	  	433	  	2621 SW 19th Ave Rd	  	Ocala	  	FL	  	34471
						
	Logan’s Roadhouse, Inc.	  	434	  	315 Mary Esther Blvd	  	Mary Esther	  	FL	  	32569
						
	Logan’s Roadhouse, Inc.	  	435	  	2920 Scottsville Rd	  	Bowling
Green	  	KY	  	42103
						
	Logan’s Roadhouse, Inc.	  	436	  	1310 N. Eisenhower Dr	  	Beckley	  	WV	  	25801
						
	Logan’s Roadhouse, Inc.	  	437	  	6835 Houston Rd	  	Florence	  	KY	  	41042


  
 15 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	438	  	2310 Wilkes-Barre Township Marketplace	  	Wilkes-Barre	  	PA	  	18702
						
	Logan’s Roadhouse, Inc.	  	439	  	100 9th Street	  	Vienna	  	WV	  	26105
						
	Logan’s Roadhouse, Inc.	  	440	  	7135 Eastman Ave	  	Midland	  	MI	  	48642
						
	Logan’s Roadhouse, Inc.	  	441	  	1110 Battlefield R.	  	Springfield	  	MO	  	65807
						
	Logan’s Roadhouse, Inc.	  	442	  	2180 York Crossing Dr	  	York	  	PA	  	17404
						
	Logan’s Roadhouse, Inc.	  	443	  	209 N. Range Line	  	Joplin	  	MO	  	64801
						
	Logan’s Roadhouse, Inc.	  	444	  	750 Apalachee Pwky	  	Tallahassee	  	FL	  	32301
						
	Logan’s Roadhouse, Inc.	  	445	  	1560 Parkway	  	Sevierville	  	TN	  	37862
						
	Logan’s Roadhouse, Inc.	  	446	  	3126 S. Clack Street	  	Abilene	  	TX	  	79606
						
	Logan’s Roadhouse, Inc.	  	447	  	6147 US Hwy 98	  	Hattiesburg	  	MS	  	39402
						
	Logan’s Roadhouse, Inc.	  	448	  	9531 N Owasso Expwy	  	Owasso	  	OK	  	74055
						
	Logan’s Roadhouse, Inc.	  	449	  	3701 Call Field Rd	  	Wichita Falls	  	TX	  	76308
						
	Logan’s Roadhouse, Inc.	  	450	  	140 Rojay Dr	  	Lexington	  	KY	  	40503
						
	Logan’s Roadhouse, Inc.	  	451	  	401 S. Mt. Juliet Rd. Ste 130	  	Mt. Juliet	  	TN	  	37122
						
	Logan’s Roadhouse, Inc.	  	453	  	1519 S. Yuma Palms Pwky	  	Yuma	  	AZ	  	85365


  
 16 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	454	  	5057 S. Padre Island	  	Corpus Christi	  	TX	  	78411
						
	Logan’s Roadhouse, Inc.	  	455	  	2501 W. Happy Valley Bldg12	  	Phoenix	  	AZ	  	85027
						
	Logan’s Roadhouse, Inc.	  	456	  	240 Conference Center Dr	  	E.Peoria	  	IL	  	61611
						
	Logan’s Roadhouse, Inc.	  	457	  	313 S. Veterans Pkwy	  	Normal	  	IL	  	61761
						
	Logan’s Roadhouse, Inc.	  	458	  	11674 University Dr	  	Orlando	  	FL	  	32817
						
	Logan’s Roadhouse, Inc.	  	459	  	1201 W. Osceola Pkwy	  	Kissimmee	  	FL	  	34741
						
	Logan’s Roadhouse, Inc.	  	460	  	2424 N. Maize Rd	  	Wichita	  	KS	  	67205
						
	Logan’s Roadhouse, Inc.	  	461	  	19401 E. 39th St	  	Independence	  	MO	  	64057
						
	Logan’s Roadhouse, Inc.	  	462	  	7221 SE 29th St	  	Midwest City	  	OK	  	73110
						
	Logan’s Roadhouse, Inc.	  	463	  	351 S. Perry Rd	  	Plainfield	  	IN	  	46168
						
	Logan’s Roadhouse, Inc.	  	464	  	4201 S Medford Dr	  	Lufkin	  	TX	  	75901
						
	Logan’s Roadhouse, Inc.	  	465	  	945 N. Dobson Rd	  	Mesa	  	AZ	  	85201
						
	Logan’s Roadhouse, Inc.	  	466	  	2649 S. Market Street	  	Gilbert	  	AZ	  	85295
						
	Logan’s Roadhouse, Inc.	  	467	  	353 S. Rock Road	  	Wichita (East)	  	KS	  	67207
						
	Logan’s Roadhouse, Inc.	  	468	  	4753 Montgomery Hwy	  	Dothan	  	AL	  	36303


  
 17 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	469	  	51 Lincoln Hwy	  	Fairview
Heights	  	IL	  	62208
						
	Logan’s Roadhouse, Inc.	  	470	  	7519 Youree Dr	  	Shreveport	  	LA	  	71105
						
	Logan’s Roadhouse, Inc.	  	471	  	2008 Crossings Circle	  	Spring Hill	  	TN	  	37174
						
	Logan’s Roadhouse, Inc.	  	472	  	2775 Legends Pkwy	  	Prattville	  	AL	  	36066
						
	Logan’s Roadhouse, Inc.	  	473	  	3720 Stone Creek Blvd	  	Cincinnati	  	OH	  	45251
						
	Logan’s Roadhouse, Inc.	  	474	  	325 Interstate 20 E	  	Weatherford	  	TX	  	76086
						
	Logan’s Roadhouse, Inc.	  	475	  	5000 Bond Blvd.	  	Bessemer	  	AL	  	35022
						
	Logan’s Roadhouse, Inc.	  	476	  	2809 W. Expressway 83	  	Harlingen	  	TX	  	78552
						
	Logan’s Roadhouse, Inc.	  	477	  	16132 Athens Limestone Blvd.	  	Athens	  	AL	  	35611
						
	Logan’s Roadhouse, Inc.	  	478	  	2146 Lantern Ridge Dr	  	Richmond	  	KY	  	40475
						
	Logan’s Roadhouse, Inc.	  	479	  	3387 Lowery Pkwy	  	Fultondale	  	AL	  	35068
						
	Logan’s Roadhouse, Inc.	  	480	  	1250 24th Ave NW	  	Norman	  	OK	  	73069
						
	Logan’s Roadhouse, Inc.	  	481	  	1150 W Highway 287 Bypass	  	Waxahachie	  	TX	  	75165
						
	Logan’s Roadhouse, Inc.	  	482	  	410 Elsinger Blvd.	  	Conway	  	AR	  	72032
						
	Logan’s Roadhouse, Inc.	  	483	  	108 Hwy 11 & 80	  	Meridian	  	MS	  	39301


  
 18 









											
	 	  	 	  	 Location

	 Grantor
	  	Store #	  	 Street Address
	  	City	  	State	  	Zip
						
	Logan’s Roadhouse, Inc.	  	484	  	3160 Gulf Freeway South	  	Dickinson	  	TX	  	77539
						
	Logan’s Roadhouse, Inc.	  	485	  	6804 Charlotte Pike	  	Nashville	  	TN	  	37209
						
	Logan’s Roadhouse, Inc.	  	486	  	560 East I-30	  	Rockwall	  	TX	  	75087
						
	Logan’s Roadhouse, Inc.	  	487	  	3050 Riffel Dr.	  	Salina	  	KS	  	67401
						
	Logan’s Roadhouse, Inc.	  	488	  	5423 W Loop 1604 North	  	San Antonio	  	TX	  	78254
						
	Logan’s Roadhouse, Inc.	  	489	  	727 Thompson Lane	  	Nashville	  	TN	  	37204
						
	Logan’s Roadhouse, Inc.	  	490	  	5912 Quebec St.	  	Ft. Worth	  	TX	  	76135
						
	Logan’s Roadhouse, Inc.	  	492	  	130 Chandler Dr.	  	Dickson	  	TN	  	37055
						
	Logan’s Roadhouse, Inc.	  	493	  	2148 Miamisburg Centerville Rd	  	Dayton	  	OH	  	45459
						
	Logan’s Roadhouse, Inc.	  	494	  	3891 Promenade Pkwy	  	D’Ilberville	  	MS	  	39540
						
	Logan’s Roadhouse, Inc.	  	495	  	7588 S. Olympia Ave. West	  	Tulsa	  	OK	  	74132
						
	Logan’s Roadhouse, Inc.	  	499	  	205 Relco Drive	  	Manchester	  	TN	  	37355
						
	Logan’s Roadhouse, Inc.	  	501	  	720 Brown Road	  	Auburn Hills	  	MI	  	48326


  
 19 








 Schedule 5 

COPYRIGHTS AND COPYRIGHT LICENSES 

Copyrights 
 None 

Copyright Agreements 
 Direct System
Purchase and Software License Agreement, dated as of June 15, 2010, by and between Squirrel Systems, G.P. and Logan’s Roadhouse, Inc. 

Microstrategy End User License Agreement Microstrategy Contract Number: 164504, dated March 19, 2010, between Microstrategy Services
Corporation and Logan’s Roadhouse, Inc. 
 Software License, Services and Maintenance Agreement, dated as of April 25, 2000,
between J.D. Edwards World Solutions Company and Logan’s Roadhouse, Inc., as amended by the OneWorld Attachment, dated October 29, 2002. 

PATENTS AND PATENT LICENSES 

None 







 TRADEMARKS AND TRADEMARK LICENSES 

 

							
	 Trademark Name
	  	 Application No.
	  	 Registration No.
	  	 Goods/Services

				
	BREWSKI ONIONS	  	78764123	  	3257854	  	prepared entrees consisting primarily of meat, fish, poultry or vegetables
				
	



	  	78642025	  	3419984	  	restaurant services
				
	LOGAN’S	  	78641323	  	3326246	  	restaurant services
				
	



	  	76481400	  	2797192	  	restaurant services
				
	



	  	78268703	  	2934163	  	restaurant services


  
 21 









							
	 Trademark Name
	  	 Application No.
	  	 Registration No.
	  	 Goods/Services

				
	



	  	78854005	  	3202110	  	restaurant services
				
	LOGAN’S ROADHOUSE	  	74291119	  	1874314	  	restaurants
				
	



	  	78864489	  	3352178	  	restaurant services
				
	



	  	77200179	  	3369044	  	restaurant services
				
	 NATIONAL TAKE

BACK LUNCH DAY
	  	78873418	  	3759425	  	restaurant services
				
	ONION BREWSKI	  	78764119	  	3260238	  	prepared entrees consisting primarily of meat, fish, poultry or vegetables
				
	PEANUT SHOOTER	  	78836930	  	3239245	  	prepared foods, namely, dessert mousse featuring peanuts
				
	REAL CHOICES. REAL VALUE.	  	77176947	  	3368781	  	restaurant services
				
	ROADIE	  	77176961	  	3705795	  	prepared foods, namely, sandwiches


  
 22 









							
	 Trademark Name
	  	 Application No.
	  	 Registration No.
	  	 Goods/Services

				
	ROADIES	  	78841796	  	3512567	  	prepared foods for consumption on and off premises, namely, sandwiches
				
	TAKE BACK LUNCH	  	78873373	  	3332537	  	restaurant services
				
	THE LOGAN	  	78401171	  	3077914	  	prepared combination entrees consisting primarily of meat, fish, poultry and/or vegetables
				
	THE REAL AMERICAN ROADHOUSE	  	78642446	  	3146919	  	restaurant services

 Domain Names 

logansgiftcards.com 
 loganslistens.com 

logansroadhouse.biz 
 logansroadhouse.info 

logansroadhouse.net 
 logansroadhouse.org 

logansroadhouse.us 
 logansroadhousegiftcards.com 

losethebag.com 
 mylogans.biz 

mylogans.com 
 mylogans.net 

mylogans.org 
 mylogans.us 

nuts4steaks.com 
 nutsforsteaks.com 

therealamericanroadhouse.com 
 logansroadhouse.com 

  
 23 








 Trademark Agreements: 

Mutual Trademark Usage and Consent Agreement between Logan’s Roadhouse, Inc. and Fresh and Fancy Farms, Inc. dated as of April, 2008 

Sponsorship Agreement between Logan’s Roadhouse, Inc. and Tennessee Football, Inc., dated as of August 1, 2007. 

  
 24 








 Schedule 6 

COMMODITY ACCOUNTS 
 None








 Schedule 7 

DEPOSIT ACCOUNTS 
  

					
	Name	  	Bank	  	Account #
	Concentration Master	  	Wachovia	  	ZBAXXXXXXXXX

  

							
	Store #	  	Name	  	Bank	  	Account #
	 N/A
	  	Master	  	Bank of America	  	XXXXXXXXX
	 N/A
	  	Master	  	Fifth Third Bank	  	 XXXXXXXXX

	 N/A
	  	Master	  	Regions Bank	  	 XXXXXXXXX

	 N/A
	  	Master	  	Fifth Third Bank - CompuSafe	  	 XXXXXXXXX

	 301
	  	Lexington	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 302
	  	Antioch	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 303
	  	Madison	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 304
	  	Clarksville, TN                	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 305
	  	Jackson	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 306
	  	Murfreesboro	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 307
	  	Franklin	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 308
	  	Paducah	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 309
	  	Chattanooga	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 310
	  	Clarksville, IN	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 311
	  	Johnson City	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 312
	  	Florence	  	Amsouth Bank	  	 XXXXXXXXX

	 313
	  	Columbus, GA	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 315
	  	Barboursville	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 316
	  	Evansville	  	Fifth Third - Compusafe	  	 XXXXXXXXX

	 317
	  	Memphis	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 318
	  	Tuscaloosa	  	Regions Bank	  	 XXXXXXXXX

	 319
	  	Athens	  	Fifth Third - Compusafe	  	 XXXXXXXXX

	 320
	  	Macon	  	Fifth Third - Compusafe	  	 XXXXXXXXX

	 321
	  	Louisville	  	Fifth Third - Compusafe	  	 XXXXXXXXX

	 322
	  	Cookeville	  	Fifth Third - Compusafe	  	 XXXXXXXXX

	 323
	  	Elliston	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 324
	  	Baton Rouge	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 325
	  	Lafayette, LA	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 326
	  	Birmingham	  	Regions Bank	  	 XXXXXXXXX

	 327
	  	Alexandria	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 328
	  	Huntsville	  	Regions Bank	  	 XXXXXXXXX

	 329
	  	Lake Charles	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 331
	  	Indianapolis	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 332
	  	West Monroe	  	Fifth Third - CompuSafe	  	 XXXXXXXXX










							
	 333
	  	Fairfax	  	United Bank	  	 XXXXXXXXX

	 334
	  	Orlando	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 337
	  	Louisville2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 338
	  	Lafayette, IN	  	Fifth Third - Compusafe	  	 XXXXXXXXX

	 339
	  	Birmingham2	  	Regions Bank	  	 XXXXXXXXX

	 340
	  	Savannah	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 342
	  	Kissimmee	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 344
	  	Tampa	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 345
	  	Columbus, OH	  	Huntington National Bank	  	 XXXXXXXXX

	 347
	  	Amarillo	  	Amarillo National Bank	  	 XXXXXXXXX

	 348
	  	Orlando2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 349
	  	Sanford	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 351
	  	Odessa	  	Western National Bank	  	 XXXXXXXXX

	 352
	  	El Paso	  	Bank of America	  	 XXXXXXXXX

	 353
	  	Lubbock	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 354
	  	Lewisville	  	Capital One	  	 XXXXXXXXX

	 355
	  	Roseville	  	Fifth Third Bank	  	 XXXXXXXXX

	 356
	  	Shelby Township	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 357
	  	San Antonio	  	Compass Bank	  	 XXXXXXXXX

	 359
	  	Lexington2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 360
	  	Douglasville	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 362
	  	Hurst	  	Wells Fargo Bank Texas, NA	  	 XXXXXXXXX

	 363
	  	Midland	  	Western National Bank	  	 XXXXXXXXX

	 364
	  	McAllen	  	Compass Bank	  	 XXXXXXXXX

	 365
	  	San Marcos	  	Frost National Bank	  	 XXXXXXXXX

	 366
	  	Houston2	  	Sterling Bank	  	 XXXXXXXXX

	 367
	  	Laredo	  	Bank of America	  	 XXXXXXXXX

	 368
	  	Troy	  	Comerica Bank	  	 XXXXXXXXX

	 369
	  	Decatur	  	Regions Bank	  	 XXXXXXXXX

	 370
	  	San Angelo	  	Bank of America	  	 XXXXXXXXX

	 371
	  	Round Rock	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 372
	  	Southgate	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 374
	  	Greenwood	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 375
	  	Canton	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 378
	  	Livonia	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 379
	  	Gallatin	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 381
	  	Evansville2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 382
	  	Reynoldsburg	  	Fifth Third Bank	  	 XXXXXXXXX

	 383
	  	Mansfield	  	Huntington National Bank	  	 XXXXXXXXX

	 384
	  	Grandville	  	Fifth Third Bank	  	 XXXXXXXXX

	 385
	  	Mishawaka	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 386
	  	Cape Girardeau	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 387
	  	Tupelo	  	Renasant Bank	  	 XXXXXXXXX

	 388
	  	Chattanooga2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 390
	  	Smyrna	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 391
	  	Cleveland TN	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 392
	  	Ft. Wayne	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 393
	  	Walker	  	Fifth Third Bank	  	 XXXXXXXXX

	 394
	  	Austin	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 395
	  	Albany	  	Fifth Third - CompuSafe	  	 XXXXXXXXX



  
 27 









							
	 396
	  	Gadsden	  	Regions Bank	  	 XXXXXXXXX

	 397
	  	Hoover	  	RBC Bank	  	 XXXXXXXXX

	 398
	  	Ft. Wayne2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 399
	  	Noblesville	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 400
	  	Holland	  	Fifth Third Bank	  	 XXXXXXXXX

	 401
	  	Muskegon	  	Fifth Third Bank	  	 XXXXXXXXX

	 402
	  	Burleson	  	First National Bank of Burleson	  	 XXXXXXXXX

	 403
	  	Huntsville	  	Regions Bank	  	 XXXXXXXXX

	 404
	  	Flowood	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 405
	  	Mobile	  	Regions	  	 XXXXXXXXX

	 406
	  	Gulfport	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 407
	  	Ridgeland	  	Amsouth Bank	  	 XXXXXXXXX

	 408
	  	Sherman	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 409
	  	Ft Oglethorpe	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 410
	  	Warner Robins	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 411
	  	Lansing	  	Fifth Third Bank	  	 XXXXXXXXX

	 412
	  	Fayettevlle	  	Regions Bank	  	 XXXXXXXXX

	 413
	  	Fort Smith	  	Regions Bank	  	 XXXXXXXXX

	 414
	  	Portage	  	Fifth Third Bank	  	 XXXXXXXXX

	 415
	  	Pensacola	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 416
	  	Memphis 2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 417
	  	Spanish Fort	  	Regions Bank	  	 XXXXXXXXX

	 418
	  	Waco	  	The National Banks of Central Texas	  	 XXXXXXXXX

	 419
	  	McDonough	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 420
	  	N McAllen	  	First National Bank	  	 XXXXXXXXX

	 422
	  	Killeen	  	First National Bank Texas	  	 XXXXXXXXX

	 423
	  	Trussville	  	Regions Bank	  	 XXXXXXXXX

	 424
	  	Charleston	  	Huntington National Bank	  	 XXXXXXXXX

	 425
	  	Flint	  	Fifth Third Bank	  	 XXXXXXXXX

	 426
	  	Southbend	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 427
	  	Dalton	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 428
	  	Southaven	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 429
	  	Opelika	  	Amsouth Bank	  	 XXXXXXXXX

	 430
	  	Tulsa	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 431
	  	Grand Rapids	  	Fifth Third Bank	  	 XXXXXXXXX

	 432
	  	Beavercreek	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 433
	  	Ocala	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 434
	  	Mary Ester/Ft Wal	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 435
	  	Bowling Green	  	First Security Bank (Formerly Integra)	  	 XXXXXXXXX

	 436
	  	Beckley	  	City National	  	 XXXXXXXXX

	 437
	  	Florence KY	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 439
	  	Vienna	  	BB&T	  	 XXXXXXXXX

	 440
	  	Midland	  	Chemical Bank	  	 XXXXXXXXX

	 441
	  	Springfield	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 443
	  	Joplin	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 444
	  	Tallahassee	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 445
	  	Sevierville	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 446
	  	Abilene	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 447
	  	Hattiesburg	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 448
	  	Owasso	  	Fifth Third - CompuSafe	  	 XXXXXXXXX



  
 28 









							
	 449
	  	Witchita Falls	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 450
	  	Lexington	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 451
	  	Mt Juliet	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 453
	  	Yuma	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 454
	  	Corpus Christi	  	Compass Bank	  	 XXXXXXXXX

	 455
	  	Happy Valley	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 456
	  	East Peoria	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 457
	  	Normal	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 458
	  	Orlando	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 459
	  	Kissimmee2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 460
	  	Wichita2	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 461
	  	Independence	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 462
	  	Midwest City	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 463
	  	Plainfield	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 464
	  	Lufkin	  	Regions	  	 XXXXXXXXX

	 465
	  	Mesa	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 466
	  	Gilbert AZ	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 467
	  	Wichita East	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 469
	  	Fariview Heights	  	Regions	  	 XXXXXXXXX

	 470
	  	Shreveport LA	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 471
	  	Spring Hill TN	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 473
	  	Cincinnati OH	  	Fifth Third Bank	  	 XXXXXXXXX

	 474
	  	WeatherfordTX	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 475
	  	BessemerAL	  	First Financial Bank	  	 XXXXXXXXX

	 476
	  	HarlingenTX	  	Compass Bank	  	 XXXXXXXXX

	 477
	  	Athens AL	  	Regions	  	 XXXXXXXXX

	 478
	  	RichmondKY	  	JP Morgan Chase Bank, N.A.	  	 XXXXXXXXX

	 479
	  	FultondaleAL	  	Iberia Bank	  	 XXXXXXXXX

	 480
	  	NormanOK	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 481
	  	WaxahachieTX	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 482
	  	ConwayAR	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 483
	  	MeridianMS	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 484
	  	LeagueCityTX	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 485
	  	NashvilleWest	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 486
	  	RockwallTX	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 487
	  	SalinaKS	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 488
	  	SanAntonioTX	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 489
	  	Nashville100Oaks	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 490
	  	FortWorthTX	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 492
	  	DicksonTN	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 493
	  	DaytonOH	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 494
	  	D’lberville, MS	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 495
	  	Tulsa, OK	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 496
	  	Martinsburg,WV	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 499
	  	Manchester, TN	  	Fifth Third - CompuSafe	  	 XXXXXXXXX

	 501
	  	AuburnHills, MI	  	Fifth Third - CompuSafe	  	 XXXXXXXXX



  
 29 








 Schedule 8 

SECURITIES ACCOUNTS 
  

					
	Name	  	Bank	  	Account #
	Concentration1 Master	  	Wachovia	  	ZBAXXXXXXXXX

  

	1 	Funds deposited in this account are withdrawn each day for overnight investment and re-deposited the following day. There is no separate account number for the overnight investments made with funds deposited in this
account. 








 Annex 1 

to Security Agreement 

JOINDER AGREEMENT 
 TO SECURITY
AGREEMENT 
 JOINDER AGREEMENT, dated as of [            ],
20[            ] (the “Joinder Agreement”), made by [            ] (the “Additional Grantor”),
in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties referred to below. All capitalized terms not defined herein shall have the meaning ascribed
to them in the Security Agreement (as hereinafter defined). 
 W I T N E S S E
T H : 
 WHEREAS, Logan’s Roadhouse, Inc., a Tennessee corporation (the “Issuer”), LRI Holdings, Inc., a
Delaware corporation (“Holdings”), the Subsidiary Guarantors party thereto, Wells Fargo Bank, National Association (in such capacity, the “Trustee”) and the Collateral Agent have entered into an Indenture, dated as
of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of Notes (as further described therein, the “Notes”) of the Issuer; 

WHEREAS, in connection with the Indenture, the Issuer, Holdings and the Subsidiary Guarantors have entered into the Security Agreement, dated
as of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent for the ratable benefit of the Secured Parties; 

WHEREAS, the Indenture requires each Additional Grantor to be or become a party to the Security Agreement; and 

WHEREAS, each Additional Grantor has agreed to execute and deliver this Joinder Agreement; 

NOW, THEREFORE, IT IS AGREED: 

1. Security Agreement. By executing and delivering this Joinder Agreement, each Additional Grantor, as provided in Section 8.14 of
the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly
assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Security Agreement. Each Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in Section 4 of the Security Agreement is true and correct on and as the date of this Joinder Agreement (after giving effect to this Joinder Agreement) as if made on and as of
such date. 
 2. Grant of Security Interest. Each Additional Grantor hereby grants to the Collateral Agent, for the ratable benefit of
the Secured Parties, a security interest in, all of the Collateral (as defined in the Security Agreement) now owned or at any time hereafter acquired by such Additional Grantor or in which such Additional Grantor now has or at any time in the future
may acquire any right, title or interest, including, without limitation, the property of the Additional Grantors set forth on the attached 







 
Supplements set forth on Annex 1-A hereto, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of
the Additional Grantors’ Obligations (as defined in the Security Agreement). 
 3. Authorization to File Financing Statements.
Each Additional Grantor authorizes the Collateral Agent or counsel to the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral (as defined in the Security
Agreement) without the signature of such Additional Grantor in such form and in such offices as necessary to perfect the security interests of the Collateral Agent under the Security Agreement. Each Additional Grantor authorizes the Collateral Agent
to use the collateral description “all personal property, whether now owned or at any time hereafter acquired” or words of similar effect in any such financing statement. 

4. Governing Law. THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [Remainder of page intentionally left blank] 







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

			
	 [ADDITIONAL GRANTOR]
  

	By:	 	  

		 	Name:
		 	Title:









 Annex 1-A to 

Joinder Agreement 

Supplement to Schedule 1 

Supplement to Schedule 2 

Supplement to Schedule 3 

Supplement to Schedule 4 

Supplement to Schedule 5 

Supplement to Schedule 6 

Supplement to Schedule 7 

Supplement to Schedule 8