exv10w4






Exhibit 10.4




EXECUTION VERSION




GENERAL SECURITY AGREEMENT




          THIS SECURITY AGREEMENT, dated as of December 22, 2009 (as this agreement may be amended,
restated, supplemented or otherwise modified from time to time, this “Security Agreement”),
is by and among United Maritime Group, LLC, a Florida limited liability company (the
“Company”), United Maritime Group Finance Corp., a Delaware corporation and wholly owned
subsidiary of the Company (“Finance Corp.”), the Guarantors (as defined in the Indenture
(as defined below)) (the Company, Finance Corp. and the Guarantors each, a “Grantor”, and
collectively, the “Grantors”), and Wells Fargo Bank, National Association, in its capacity
as collateral agent (in such capacity, the “Collateral Agent”) and Security Trustee (in
such capacity, the “Security Trustee”) for the benefit of itself and the other Noteholder Secured
Parties.



WITNESSETH:




          WHEREAS, that certain Indenture dated as of the date hereof (including all annexes, exhibits
and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified,
the “Indenture”) was entered into by the Grantors and Collateral Agent, as trustee,
security trustee and collateral agent; and



          WHEREAS, in order to induce Collateral Agent and Security Trustee to enter into the Indenture
and in order to induce the Holders (as defined in the Indenture) to purchase the Notes, Grantors
have agreed to enter into certain Collateral Documents, including this Security Agreement, and to
grant a continuing Lien on the Collateral (as hereinafter defined) to secure the Obligations;



          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



          DEFINED TERMS; INTERPRETATION.



          (a) Definitions of Certain Terms Used Herein. As used in this Agreement,
the following terms shall have the following meanings:



     “Account Control Agreements” means the deposit account control agreements to be
executed by each institution maintaining a Deposit Account for a Grantor, in favor of the
Collateral Agent, for the benefit of the Noteholder Secured Parties, as security for the Noteholder
Obligations.



     “Account Debtor” means a Person who is obligated under an Account, Chattel Paper or
General Intangible.



     “Applicable Law” means all laws, rules, regulations and governmental guidelines
applicable to the Person, conduct, transaction, agreement or matter in question, including all
applicable statutory law, common law and equitable principles, and all provisions of constitutions,
treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.



     “Borrowed Money” means, with respect to any obligor on the Notes, without duplication,
its (a) Debt that (i) arises from the lending of money by any Person to such obligor on the Notes,
(ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments,
(iii) accrues interest or is a type upon which interest charges are customarily paid (excluding
trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or
partial payment for Property;



 









 




(b) Capital Leases; (c) reimbursement or indemnification obligations with respect to letters
of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.




     “Capital Lease” means any lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP as in effect on the Closing Date.



     “Capital Lease Obligations” means, with respect to any Person, the obligations of such
Person to pay rent other amounts under any Capital Lease.



     “Closing Date” means the date of the Indenture.



     “Commercial Tort Claims” means “commercial tort claims” as set forth in Article 9 of
the UCC and shall include, without limitation, the existing commercial tort claims of the Grantors
set forth in Schedule IV attached hereto.



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



     “Debt” means, as applied to any Person, without duplication, (a) all obligations of
such Person for borrowed money or with respect to deposits or advances (other than customer
deposits and advances in the ordinary course of business) of any kind, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, including, without limitation,
the Notes, (c) all obligations of such Person upon which interest charges are customarily paid
(excluding trade accounts payable on customary trade terms and accrued obligations incurred in the
ordinary course of business), (d) all obligations of such Person under conditional sale or other
title retention agreements relating to property or assets purchased by such Person, (e) all
obligations of such Person issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the ordinary course of
business), (f) all Debt of others secured by (or for which the holder of such Debt has an existing
right, contingent or otherwise, to be secured by) any Lien on property, valued at the fair market
value of the assets subject to such Lien (in the case of non-recourse Debt) owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed, (g) all Contingent
Obligations of such Person with respect to Debt of others, (h) all Capital Lease Obligations of
such Person, (i) all net obligations of such Person in respect of Hedging Obligations, determined
on a marked to market basis in accordance with GAAP, (j) all obligations of such Person as an
account party in respect of letters of credit and (k) all obligations of such Person as an account
party in respect of bankers’ acceptances. The Debt of any Person shall include the Debt of any
partnership in which such Person is a general partner, except to the extent that the terms of such
Debt provide otherwise.



     “Dominion Account” means a special account established by Grantors at Bank of America,
N.A. or another bank reasonably acceptable to the Revolving Facility Collateral Agent, over which
the Revolving Facility Collateral Agent has exclusive control for withdrawal purposes.



     “Excess Land” means real Property owned or leased by any obligor on the Notes which is
located near or adjacent to the Terminal and not used by obligors on the Notes in the Ordinary
Course of Business.



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     “Excluded Equity” means any Voting Stock in excess of 65% of the total outstanding
Voting Stock of any Foreign Subsidiary. For the purposes of this definition, “Voting
Stock” means, as to any issuer, the issued and outstanding shares of each class of capital
stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury
Regulations § 1.956-2(c)(2)).



     “Excluded Property” has the meaning assigned to such term in Section 2.



     “FLSA” means the Fair Labor Standards Act of 1938.



     “Governmental Authority” means any federal, state, municipal, foreign or other
governmental department, agency, commission, board, bureau, court, tribunal, instrumentality,
political subdivision, or other entity or officer exercising executive, legislative, judicial,
regulatory or administrative functions for or pertaining to any government or court, in each case
whether associated with the United States, a state, district or territory thereof, or a foreign
entity or government.



     “Intellectual Property” means all intellectual and similar Property of a Person,
including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade
secrets, confidential or proprietary information, customer lists, know-how, software and databases;
all embodiments or fixations thereof and all related documentation, applications, registrations and
franchises; all licenses or other rights to use any of the foregoing; and all books and records
relating to the foregoing.



     “Intercreditor Agreement” means that certain Intercreditor and Subordination
Agreement, dated as of the date hereof, by and among the Revolving Facility Collateral Agent, the
Collateral Agent, Wells Fargo Bank, National Association, as Collateral Agent and Security Trustee
under the Indenture and Security Agreement, the Company, Finance Corp. and those certain
subsidiaries of the Company identified as Borrowers therein and those certain subsidiaries of
Company identified as Guarantors therein.



     “Lien Waiver” means an agreement, in form and substance reasonably satisfactory to the
Collateral Agent (or, prior to the Senior Priority Discharge Date, the Revolving Facility
Collateral Agent), by which (a) for any material Collateral located on leased premises, the lessor
waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Collateral
Agent (or, prior to the Senior Priority Discharge Date, the Revolving Facility Collateral Agent) to
enter upon the premises and remove the Collateral or to use the premises temporarily to store or
Dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper,
customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the
Collateral, agrees to hold any documents in its possession relating to the Collateral as the agent
for the Collateral Agent, and agrees to deliver the Collateral to the Collateral Agent (or, prior
to the Senior Priority Discharge Date, the Revolving Facility Collateral Agent) upon request; (c)
for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Collateral
Agent’s Liens, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver
the Collateral to the Collateral Agent (or, prior to the Senior Priority Discharge Date, the
Revolving Facility Collateral Agent) upon request; and (d) for any Collateral subject to a
Licensor’s Intellectual Property rights, the Licensor grants to the Collateral Agent (or, prior to
the Senior Priority Discharge Date, the Revolving Facility Collateral Agent) the right, vis-à-vis
such Licensor, to enforce the Collateral Agent’s (or, prior to the Senior Priority Discharge Date,
the Revolving Facility Collateral Agent’s) Liens with respect to the Collateral, including the
right to Dispose of it with the benefit of the Intellectual Property, whether or not a default
exists under any applicable license.



     “Lock Boxes” means any postal lock boxes established by the Grantors with any banking
institution, securities broker, securities intermediary or other financial institution.



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     “Negative Pledge Vessel Lease”: means (a) Demise Charter, dated December 21, 2001,
between U.S. Bank, National Association (successor to State Street Bank and Trust Company of
Connecticut, National Association), as trustee of GTC Connecticut Statutory Trust, and TECO Ocean
Shipping Inc. (f/k/a Gulfcoast Transit Company), as amended, and (b) Bareboat Subcharter Agreement,
dated February 7, 1985, between GATX Third Aircraft Corporation (successor to Merchants Grain &
Transportation, Inc. and TECO Towing Company, as amended.



     “New Vessel”: as of any date of determination, any Vessel acquired by a Grantor within
180 days of the date of the date of the Permitted Sale-Leaseback Transaction to which such Vessel
is subject.



     “Obsolete Equipment” means (a) Vessels and other Equipment that are damaged, obsolete
or at the end of their useful life, (b) Real Estate and other assets (not including any Accounts,
Inventory or Vessels) that are obsolete or no longer useful in the Ordinary Course of Business as
reasonably determined by the Grantors and (c) Vessels and other Equipment that are surplus in the
Ordinary Course of Business (provided, however, that such surplus Vessels and other Equipment under
this clause (c) shall be limited to Vessels and other Equipment having a fair market value of
$5,000,000 in the aggregate in any calendar year (plus any unused amounts from any prior calendar
year up to $1,000,000) or $20,000,000 in the aggregate during the term of this Agreement; provided
further, however, that the foregoing limitations shall not apply to such surplus Vessels and other
Equipment under this clause (c), the proceeds of the sale or other Disposition of which are
applied, within 180 days after the sale or other Disposition thereof, to the costs of replacement
of such surplus Vessels and other Equipment or the cost of purchase or construction of other assets
useful in the business of Grantors and their Subsidiaries).



     “Ordinary Course of Business” means the ordinary course of business of any Grantor or
Subsidiary, consistent with past practices and undertaken in good faith.



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



     “Patent Assignment” means each patent collateral assignment agreement pursuant to
which a Grantor assigns to Collateral Agent such Obligor’s interests in its patents, as security
for the Noteholder Obligations.



     “Payment Item” means each check, draft or other item of payment payable to a Grantor,
including those constituting proceeds of any Collateral.



     “Permitted Disposition” means, as long as no Default or Event of Default exists, a
Disposition that is (a) a sale, transfer or other Disposition of Inventory in the Ordinary Course
of Business; (b) a sale of Equipment and Vessels (other than PL480 Vessels) or other assets that,
in the aggregate during any fiscal year, have a fair market or book value of $5,000,000 or less;
(c) any sales or scrapping of Obsolete Equipment; (d) a termination, assignment or sublease of a
lease, sublease or license of real or personal Property that is not required to sustain the
Ordinary Course of Business, could not reasonably be expected to have a material adverse effect and
does not result from an default of any of the obligors on the Notes; (e) a sale, transfer or other
Disposition of Excess Land at the Terminal; (f) a sale, transfer or other Disposition of PL480
Vessels; (g) a lease, sublease or license of real Property other than the Terminal (or any portion
thereof) and any other real Property that is required to sustain the Ordinary Course of



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Business; (h) a sale, transfer or other Disposition of assets among Obligors; (i) a sale,
transfer or other Disposition of assets pursuant to permitted sale-leaseback transactions; (j) the
sale, transfer or other disposition of Property identified on Schedule VI attached hereto
or (k) approved in writing by the Collateral Agent or the Security Trustee, as the case may be, and
the Required Holders.




     “Permitted Sale-Leaseback Transaction”: a sale-leaseback transaction entered into by
any Grantor with any Person, upon fair and reasonable terms and conditions (a) with respect to any
New Vessel which, individually or when aggregated with other Permitted Sale-Leaseback Transactions
of New Vessels in any calendar year, does not exceed $15,000,000 in such calendar year, and (b)
with respect to any Specified Vessel, on or prior to the expiration of such lease.



     “Post-Closing Letter” means that certain Letter Agreement, dated as of the date
hereof, by the Borrowers (as defined in the Revolving Facility Loan and Security Agreement) and
agreed to by the Revolving Facility Administrative Agent, regarding post-closing items.



     “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.



     “Purchase Money Debt” means (a) Debt (other than the Noteholder Obligations) for
payment of any of the purchase price of fixed assets; (b) Debt (other than the Noteholder
Obligations) incurred within 30 days before or after acquisition of any fixed assets, for the
purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or
refinancings (but not increases) thereof.



     “Purchase Money Lien” means a Lien that secures Purchase Money Debt, encumbering only
the fixed assets acquired with such Debt and constituting a Capital Lease or a purchase money
security interest under the UCC.



     “Quarterly Update Date” means the date of delivery of financial statements pursuant to
Section 4.20(a) of the Indenture.



     “Real Estate” means all right, title and interest (whether as owner, lessor or lessee)
in any real Property or any buildings, structures, parking areas or other improvements thereon.



     “Restrictive Agreement” means an agreement (other than a Loan Document (as defined in
the Revolving Facility Loan and Security Agreement) or an Indenture Document) that conditions or
restricts the right of any Grantor to incur or repay the Noteholder Obligations, to grant Liens on
any assets to secure the Noteholder Obligations, to declare or make distributions to a Grantor, to
modify, extend or renew any agreement evidencing the Noteholder Obligations, or to repay any
intercompany Debt owed to any Grantor.



     “Revolving Facility Loan and Security Agreement” means that certain Loan and Security
Agreement, to be entered into as of the date hereof, by and among the Revolving Facility Collateral
Agent, the Grantors and the Lenders (as defined therein).



     “Senior Priority Discharge Date” has the meaning assigned to such term in the
Intercreditor Agreement.



     “Specified Vessel”: means any of the following ships:



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	VESSEL NAME	 	OFFICIAL NUMBER
	PEGGY PALMER
	 	 	641530	 
	MARY TURNER
	 	 	646730	 
	GAYLE EUSTACE
	 	 	587045	 
	BARBARA KESSEL
	 	 	583310	 






     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Terminal” means the terminal located at 14537 Highway 15, Davant, Plaquemines Parish,
Louisiana.



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



     “Trademark Security Agreement” means each trademark security agreement pursuant to
which a Grantor grants to Collateral Agent a Lien on such Obligor’s interests in trademarks, as
security for the Noteholder Obligations.



     “UCC” means the Uniform Commercial Code as in effect in the State of New York or, when
the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform
Commercial Code of such jurisdiction.



     “Vessels” means the towboats, barges and other vessels owned or leased by the Company,
any Grantor or any other obligor on the Notes.



     “Vessel Lease Agreements” means lease or charter agreements (and ancillary agreements)
pursuant to which any Grantor leases or bare boat charters any Vessel.



          (b) All capitalized terms used but not otherwise defined herein have the meanings
given to them in the Indenture. All other undefined terms contained in this Security Agreement,
unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the
same are used or defined therein.



          (c) All references herein to actions that may or shall be taken or not taken, “in
accordance with the terms of the Indenture” or “to the extent permitted by the Indenture”, or words
of similar effect, shall be construed as if the Grantor taking or not taking such action is an
Issuer under the Indenture and any permission granted to or prohibition against a Borrower under
the Indenture shall apply to such Grantor under this Security Agreement.



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     2. GRANT OF LIEN.



          (a) To secure the prompt payment and performance of all Noteholder Obligations, each
Grantor hereby grants to Collateral Agent (except for (xii), below, which will be granted in favor
of the Security Trustee, and other property related to the Vessels), for the benefit of the
Noteholder Secured Parties, a continuing security interest in and Lien upon all Property of such
Grantor, including all of the following Property, whether now owned or hereafter acquired, and
wherever located:




(i) all Accounts;




(ii) all Chattel Paper, including electronic chattel paper;




(iii) all Commercial Tort Claims;




(iv) all Deposit Accounts;




(v) all Documents;




(vi) all General Intangibles, including Intellectual Property;




(vii) all Goods, including Inventory, Equipment and Fixtures;




(viii) all Instruments;




(ix) all Investment Property;




(x) all Letter-of-Credit Rights;




(xi) all Supporting Obligations;




(xii) all Vessels;




(xiii) all monies, whether or not in the possession or under the control of
Collateral Agent, or a bailee or Affiliate of Collateral Agent;




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




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





     All of the foregoing, together with the Vessels covered by the Ship Mortgage(s) and Real
Estate covered by the Mortgage(s), all equity interests in Subsidiaries pledged to the Collateral
Agent and all other Property of each Grantor in which the Collateral Agent may at any time be
granted a Lien as collateral for the Noteholder Obligations, is herein collectively referred to as
the “Collateral”.



     Notwithstanding anything to the contrary set forth in Section 2(a) above, the types or
items of Collateral described in such Section shall not include (collectively, the “Excluded
Property”): (i) any



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Excluded Equity; (ii) any rights or interests in any contract, lease, permit, license, charter
or license agreement covering real or personal property, as such, or any Account arising from
freightage, hire, use or charter of any Vessel leased pursuant to a Negative Pledge Vessel Lease,
if under the terms of such contract, lease, permit, charter, license agreement or Negative Pledge
Vessel Lease, or Applicable Law with respect thereto, the valid grant of a security interest or
Lien therein to Collateral Agent is prohibited and such prohibition has not been or is not waived
or the consent of the other party to such contract, lease, permit, license, charter, license
agreement or Negative Pledge Vessel Lease has not been or is not otherwise obtained or under
Applicable Law such prohibition cannot be waived, provided, that the foregoing exclusion shall in
no way be construed (A) to apply if any such prohibition is unenforceable under the UCC or other
Applicable Law or (B) so as to limit, impair or otherwise affect Collateral Agent’s (or Security
Trustee’s, with respect to Vessel’s) unconditional continuing security interests in and Liens upon
any rights or interests of any Grantor in or to monies due or to become due under any such
contract, lease, permit, license, charter or license agreement (including any Accounts), except for
the Accounts and proceeds expressly excluded in this Clause (ii); (iii) applications for a
trademark that would be invalidated, canceled, voided or abandoned due to the grant and/or
enforcement of such security interest or Lien, including all such United States and foreign
trademark applications that are based on an intent-to-use the mark in commerce, unless and until
such time that the grant and/or enforcement of the security interest or Lien will not cause such
trademark to be invalidated, canceled, voided or abandoned; (iv) Equipment or Fixtures owned by any
obligor on the Notes that is subject to a Purchase Money Lien or Capital Lease permitted hereunder,
but only to the extent that the contract pursuant to which such Purchase Money Lien is granted or
such Capital Lease would prohibit the granting of a Lien on such Equipment or fixtures pursuant
hereto; (v) assets owned by a Guarantor after the release of the guaranty of such Guarantor; (vi)
cash and Cash Equivalents in an amount not to exceed $3,000,000 used to secure the Hedging
Obligations and deposited in an identifiable, segregated Deposit Account for such purpose, (vii)
Property identified on Schedule VI hereto; (viii) certain Deposit Accounts that are used
exclusively for payroll purposes; (ix) Equity Interests in any Unrestricted Subsidiary; and (x) any
other Property that, prior to the Senior Priority Discharge Date, is designated as “Excluded
Property” pursuant to clause (vi) of the definition of “Excluded Property” in Section 7.1 of the
Revolving Facility Loan and Security Agreement; provided, however, that Excluded Property shall not
include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds,
substitutions or replacements would constitute Excluded Property); provided further, if any
Excluded Property would have otherwise have constituted Collateral, when such property shall cease
to be Excluded Property, such property shall be deemed at all times from and after the date hereof
to constitute Collateral.




          (b) All of the Noteholder Obligations shall be secured by all of the Collateral.



          (c) Each Grantor shall promptly notify Collateral Agent in writing if such Grantor
has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a
Commercial Tort Claim for less than $500,000) and, upon Collateral Agent’s request, shall promptly
take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the
benefit of the Noteholder Secured Parties) a duly perfected, first priority Lien upon such claim.



     3. PERFECTION AND PROTECTION OF SECURITY INTEREST.



          (a) Each Grantor shall, at its expense, perform all steps reasonably requested by
Collateral Agent or the Security Trustee, as the case may be, at any time to perfect, maintain,
protect, and enforce Collateral Agent’s or the Security Trustee’s, as the case may be, Liens,
including: (i) executing, delivering and/or filing and recording of the Ship Mortgage(s),
Mortgage(s), Patent Assignments and Trademark Security Agreements and executing and filing
financing or continuation statements, and amendments thereof, in form and substance reasonably
satisfactory to Collateral Agent or the Security Trustee, as the case may be; (ii) delivering to
Collateral Agent upon Collateral Agent’s reasonable request



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warehouse receipts covering any portion of the Collateral located in warehouses and for which
warehouse receipts are issued and certificates of title covering any portion of the collateral for
which certificates of title have been issued; (iii) when an Event of Default has occurred and is
continuing, transferring Inventory to warehouses or other locations designated by Collateral Agent
(or, prior to the Senior Priority Discharge Date, the Revolving Facility Collateral Agent in
accordance with the Intercreditor Agreement); (iv) placing notations on such Grantor’s books of
account to disclose Collateral Agent’s or the Security Trustee’s, as the case may be, security
interest; and (v) taking such other steps as are reasonably deemed necessary or desirable by
Collateral Agent or the Security Trustee, as the case may be, to maintain and protect Collateral
Agent’s Liens. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction
of this Security Agreement or of a financing statement is sufficient as a financing statement.




          (b) Each Grantor shall, in accordance with the terms of the Indenture, notify
Collateral Agent in writing if any Borrower has a Commercial Tort Claim (other than, as long as no
Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon
Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate
to confer upon Collateral Agent (for the benefit of Secured Parties) a duly perfected, first
priority Lien (subject to the Intercreditor Agreement) upon such claim.



          (c) Each Grantor shall, in accordance with the terms of the Indenture, notify
Collateral Agent in writing if, after the Closing Date, such Grantor obtains any interest in any
Collateral consisting of Deposit Accounts (other than an account exclusively used for payroll,
payroll taxes, employee benefits or escrow arrangements, an account containing not more that
$10,000 at any time, or an account where the balance of such Deposit Account is swept at the end of
each Business Day into a Deposit Account subject to an Account Control Agreement), Chattel Paper,
Documents, Instruments, Intellectual Property, registered Copyrights, registered Trademarks,
Investment Property or Letter-of-Credit Rights and, upon Collateral Agent’s request, shall promptly
take such actions as Collateral Agent deems appropriate to effect Collateral Agent’s duly
perfected, first priority Lien (subject to the Intercreditor Agreement) upon such Collateral,
including, subject to the Intercreditor Agreement, obtaining any appropriate possession, control
agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Collateral
Agent’s request, each Grantor shall obtain a written acknowledgment that such third party holds the
Collateral for the benefit of Collateral Agent.



          (d) Each Grantor shall, in accordance with the terms of the Indenture, obtain or use
its commercially reasonable efforts to obtain Lien Waivers from landlords and mortgagees, and each
Grantor shall in all instances obtain signed acknowledgements of Collateral Agent’s Liens from
bailees having possession of any Collateral that they hold for the benefit of Collateral Agent.



          (e) In accordance with Section 11 herein, each Grantor shall obtain authenticated
Account Control Agreements with respect to Deposit Accounts of the Grantors (other than an Account
constituting Excluded Property including, without limitation, an Account exclusively used for
payroll, payroll taxes, 401(k) and other retirement plans and employee benefits, including, without
limitation, rabbi trusts for deferred compensation and health care benefits, a Deposit Account
containing not more that $10,000 at any time, a Deposit Account for which Collateral Agent or the
Revolving Facility Collateral Agent is the depositary, or a Deposit Account where the balance of
such Deposit Account is swept at the end of each Business Day into a Deposit Account subject to an
Account Control Agreement).



          (f) Each Grantor hereby irrevocably authorizes Collateral Agent or the Security
Trustee, as the case may be, at any time and from time to time to file any initial financing
statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such
Grantor or words of similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser
scope or with greater detail, and (b) contain any



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other information required by part 5 of Article 9 of the UCC for the sufficiency or filing
office acceptance of any financing statement or amendment, including (i) whether such Grantor is an
organization, the type of organization and any organization identification number issued to such
Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating
Collateral as as-extracted collateral or timber to be cut, a sufficient description of real
property to which the Collateral relates. Each Grantor agrees to furnish any such information to
Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for
Collateral Agent to have filed any like initial financing statements or amendments thereto if filed
prior to the date hereof.




          (g) From time to time, each Grantor shall, upon Collateral Agent’s reasonable
request, execute and deliver confirmatory written instruments pledging to Collateral Agent, for the
benefit of Collateral Agent and the Holders, the Collateral, but any Grantor’s failure to do so
shall not affect or limit any security interest or any other rights of Collateral Agent or any
Holder in and to the Collateral with respect to such Grantor. So long as the Indenture is in
effect and until all Noteholder Obligations have been fully satisfied, Collateral Agent’s Liens
shall continue in full force and effect in all Collateral (whether or not deemed eligible for the
purpose of calculating the Availability or as the basis for any advance, loan, extension of credit,
or other financial accommodation).



          (h) No Reincorporation. Except to the extent permitted by the Indenture, no
Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the
jurisdiction in which it is incorporated or organized as of the date hereof or change its type of
entity as identified on Schedule II without the prior written consent of Collateral Agent.



          (i) Terminations and Amendments Not Authorized. Each Grantor acknowledges
that it is not authorized to file any financing statement or amendment or termination statement
with respect to any financing statement without the prior written consent of Collateral Agent or
the Security Trustee, as the case may be, and agrees that it will not do so without the prior
written consent of Collateral Agent or the Security Trustee, as the case may be, subject to each
Grantor’s rights under Section 9-509(d)(2) of the UCC.



          (j) No Restriction on Payments to Collateral Agent. No Grantor shall become
a party to any Restrictive Agreement, except (i) a Restrictive Agreement as in effect on the
Closing Date and shown on Schedule V; (ii) a Restrictive Agreement relating to secured Debt
permitted under the Indenture, if such restrictions apply only to the collateral for such Debt; and
(iii) customary provisions in leases and other contracts restricting assignment thereof.



     4. LOCATION OF COLLATERAL. All tangible items of Collateral, other than
Vessels and Inventory in transit, or otherwise in the Ordinary Course of Business, shall at all
times be kept by each Grantor at the business locations set forth in Schedule I, except
that each Grantor may (a) make sales or other Dispositions of Collateral in accordance with Section
4.10 of the Indenture; and (b) move Collateral to another location in the United States, as long as
Grantor gives written notice to Collateral Agent or the Security Trustee, as the case may be, on or
before the next Quarterly Update Date following such move.



     5. JURISDICTION OF ORGANIZATION. Schedule II hereto identifies each
Grantor’s name as of the Closing Date as it appears in official filings in the state of its
incorporation or other organization, the type of entity of each Grantor (including corporation,
partnership, limited partnership or limited liability company), organizational identification
number issued by each Grantor’s state of incorporation or organization or a statement that no such
number has been issued and the jurisdiction in which such Grantor is incorporated or organized.
Each Grantor has only one state of incorporation or organization.



10









 





     6. TITLE TO, LIENS ON, AND SALE AND USE OF COLLATERAL. Each Grantor
represents and warrants to Collateral Agent or the Security Trustee, as the case may be, and agrees
with Collateral Agent or the Security Trustee, as the case may be, that: (a) such Grantor has
rights in and the power to transfer all of the Collateral free and clear of all Liens whatsoever,
except for Permitted Liens; (b) Collateral Agent’s or the Security Trustee’s, as the case may be,
Liens in the Collateral will not be subject to any prior Lien except for Permitted Liens; and (c)
such Grantor will use, store, and maintain the Collateral with all reasonable care and will use
such Collateral for lawful purposes only.



     7. INSPECTIONS; APPRAISALS. Grantors shall, in accordance with the terms of
the Indenture, permit any representatives designated by Collateral Agent:



          (a) to visit and inspect the financial records and the Collateral of the Grantors at
reasonable times and upon reasonable notice and as often as reasonably requested (provided that
such inspection does not interfere with the scheduled operation of the Vessels), to make extracts
from and copies of such financial records and pay the reasonable fees and expenses in connection
therewith (except that so long as no Event of Default exists and is continuing, Grantors shall only
be required to reimburse Collateral Agent or the Security Trustee, as the case may be, for two (2)
such visits and inspections per calendar year; provided, that if any Event of Default has occurred
and is continuing then no such limitation on Grantors’ reimbursement obligations shall apply); and



          (b) to permit any representatives designated by Collateral Agent to discuss the
affairs, finances and condition of any Grantor with the officers thereof and independent
accountants therefor. In addition to and not in limitation of the foregoing, Collateral Agent or
the Security Trustee, as the case may be, shall have the right at any time or times, in Collateral
Agent’s name or in the name of a nominee of Collateral Agent, to verify the validity, amount or any
other matter relating to any Collateral, by mail, telephone, facsimile transmission or otherwise.
In connection with any collateral monitoring or review and appraisal. In each case, Collateral
Agent or the Security Trustee, as the case may be, agrees to keep any information learned through
such inspections strictly confidential.



     8. ADMINISTRATION OF ACCOUNTS.



          (a) Records and Schedules of Accounts. Each Grantor shall keep accurate and
complete records of its Accounts, including all payments and collections thereon, and shall submit
to Collateral Agent or the Security Trustee, as the case may be, sales, collection, reconciliation
and other reports in form reasonably satisfactory to Collateral Agent or the Security Trustee, as
the case may be, on such periodic basis as Collateral Agent or the Security Trustee, as the case
may be, may reasonably request. Each Grantor shall also provide to Collateral Agent or the
Security Trustee, as the case may be, on or before the 15th day of each month, a
detailed aged trial balance of all Accounts as of the end of the preceding month, in the form
customarily maintained by Grantors and such invoices and invoice registers, copies of related
documents, repayment histories, status reports and other information as Collateral Agent or
Security Trustee may reasonably request.



          (b) Taxes. If an Account of any Grantor includes a charge for any Taxes,
Collateral Agent or the Security Trustee, as the case may be, is authorized, in its discretion, to
pay the amount thereof to the proper taxing authority for the account of such Grantor and to charge
Grantors therefor; provided, however, that neither Collateral Agent or the Security
Trustee, as the case may be, nor Holders shall be liable for any Taxes that may be due from
Grantors or with respect to any Collateral.



          (c) Account Verification. If an Event of Default has occurred and is
continuing, Collateral Agent or the Security Trustee, as the case may be, shall have the right at
any time, in the name



11









 




of Collateral Agent, any designee of Collateral Agent or any Grantor, to verify the validity,
amount or any other matter relating to any Accounts of Grantors by mail, telephone or otherwise.
Grantors shall cooperate fully with Collateral Agent or the Security Trustee, as the case may be,
in an effort to facilitate and promptly conclude any such verification process.




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



     9. ADMINISTRATION OF INVENTORY.



          (a) Records and Reports of Inventory. Each Grantor shall keep accurate and
complete records of its Inventory, including costs and daily withdrawals and additions, and shall
submit to Collateral Agent inventory and reconciliation reports in form reasonably satisfactory to
Collateral Agent, on such periodic basis as Collateral Agent may reasonably request. Each Grantor
shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if
requested by Collateral Agent when an Event of Default exists) and periodic cycle counts consistent
with historical practices and in accordance with past practice, and shall provide to Collateral
Agent a report based on each such inventory and count promptly upon completion thereof, together
with such supporting information as Collateral Agent may reasonably request. Collateral Agent may
participate in and observe each physical count.



          (b) Returns of Inventory. No Grantor shall return any Inventory to a
supplier, vendor or other Person, whether for cash, credit or otherwise, unless (i) such return is
in the Ordinary Course of Business; (ii) no Default or Event of Default exists or would result
therefrom; (c) Collateral Agent is promptly notified if the aggregate Value of all Inventory
returned in any month exceeds $500,000; and (d) after the Senior Priority Discharge Date, or as
otherwise provided in the Intercreditor Agreement, any payment received by a Grantor for a return
is promptly remitted to Collateral Agent for application to the Noteholder Obligations.



          (c) Acquisition, Sale and Maintenance. No Grantor shall acquire or accept
any Inventory on consignment or approval, and each Grantor shall take all steps to assure that all
Inventory is produced in accordance with Applicable Law, including the FLSA, to the extent required
by Section 4.05 of the Indenture. No Grantor shall sell any Inventory on consignment or approval
or any other basis under which the customer may return or require a Grantor to repurchase such
Inventory. Grantors shall use, store and maintain all Inventory with reasonable care and caution,
in accordance with applicable standards of any insurance and in conformity with all Applicable
Laws, and shall make current rent payments (within applicable grace periods provided for in leases)
at all locations where any Collateral is located.



     10. ADMINISTRATION OF VESSELS AND EQUIPMENT.



          (a) Records and Schedules of Vessels and Equipment. Each Grantor shall keep
accurate and complete records of its Vessels and Equipment, including kind, quality, quantity,
cost, acquisitions and Dispositions thereof, and shall submit to Collateral Agent or the Security
Trustee, as the case may be, on such periodic basis as Collateral Agent or the Security Trustee, as
the case may be, may reasonably request, a current schedule thereof, in form reasonably
satisfactory to Collateral Agent.



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Promptly upon request, Grantors shall deliver to Collateral Agent or the Security Trustee, as
the case may be, evidence of their ownership or interests in any Vessels or Equipment.




          (b) Dispositions of Vessels and Equipment. No Grantor shall sell, lease or
otherwise dispose of any owned Vessels or Equipment, without the prior written consent of
Collateral Agent or the Security Trustee, other than (a) a Permitted Disposition; and (b)
replacement of a Vessel or Equipment that is worn, damaged or obsolete with Vessels and Equipment
used or useful by Grantors in the Ordinary Course of Business, if the replacement Vessels and
Equipment are acquired substantially contemporaneously with such Disposition and are free of Liens.



          (c) Condition of Vessels and Equipment. The Vessels and Equipment are in
good operating condition and repair, and all necessary replacements and repairs have been made so
that the value and operating efficiency of the Vessels and Equipment is preserved at all times,
reasonable wear and tear excepted. Each Grantor shall ensure that the Vessels and Equipment are
mechanically and structurally sound, and capable of performing the functions for which they were
designed, in accordance with manufacturer specifications. No Grantor shall permit any Equipment to
become affixed to real Property covered by any of lease of real Property unless any landlord or
mortgagee delivers a Lien Waiver, provided that no such Lien Waiver shall be required to be
delivered with respect to any real Property if the Grantors shall have used commercially reasonable
efforts to obtain, but failed within a period of 180 days after the Closing Date to obtain, such
Lien Waiver (it being agreed that the use of such commercially reasonable efforts shall not require
(A) the payment by Grantors of consent fees or other payments to counterparties, (B) the Grantors
to agree to any modifications to the terms of the underlying lease with such counterparty in a
manner adverse to the interests of the Grantors, or (C) the Grantors to conduct any litigation or
legal proceedings with regard thereto).



     11. ADMINISTRATION OF DEPOSIT ACCOUNTS. Each Grantor shall take all actions
necessary to establish Collateral Agent’s control of each Deposit Account (other than a Deposit
Account constituting Excluded Property including, without limitation, a Deposit Account exclusively
used for payroll, payroll taxes, 401(k) and other retirement plans and employee benefits,
including, without limitation, rabbi trusts for deferred compensation and health care benefits, a
Deposit Account containing not more that $10,000 at any time, a Deposit Account for which
Collateral Agent or the Revolving Facility Collateral Agent is the depositary, or a Deposit Account
where the balance of such deposit account is swept at the end of each Business Day into a Deposit
Account subject to an Account Control Agreement). Each Grantor shall be the sole account holder of
each Deposit Account and shall not allow any other Person (other than Collateral Agent) (subject to
the Intercreditor Agreement) to have control over a Deposit Account or any Property deposited
therein. Each Grantor shall promptly notify Collateral Agent of any opening or closing of a
Deposit Account.



     12. GENERAL PROVISIONS.



          (a) Insurance of Collateral; Condemnation Proceeds. Each Grantor shall
maintain insurance with respect to the Collateral, and shall cause any proceeds thereof to be paid,
in accordance with the Indenture.



          (b) Protection of Collateral. All expenses of protecting, storing,
warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with
respect to any Collateral (including any sale thereof), and all other payments required to be made
by Collateral Agent or the Security Trustee to any Person to realize upon any Collateral, shall be
borne and paid by Grantors. Neither Collateral Agent nor the Security Trustee shall be liable or
responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto
(except for reasonable care in its custody
while Collateral is in Collateral Agent’s actual possession), for any diminution in the value
thereof, or for



13









 




any act or default of any warehouseman, carrier, forwarding agency or other Person
whatsoever, but the same shall be at Grantors’ sole risk.




          (c) Defense of Title to Collateral. Each Grantor shall at all times defend
its title to Collateral and Collateral Agent’s Liens therein against all Persons, claims and
demands whatsoever, except Permitted Liens.



     13. RIGHT TO CURE. Collateral Agent or Security Trustee may, in its
discretion, pay any amount or do any act required of any Grantor hereunder or under any other
Indenture Document in order to preserve, protect, maintain or enforce the Noteholder Obligations,
the Collateral or Collateral Agent’s or the Security Trustee’s, as the case may be, Liens therein,
and which such Grantor fails to pay or do, including payment of any judgment against such Grantor,
any insurance premium, any warehouse charge, any finishing or processing charge, any landlord’s or
bailee’s claim, and any other Lien upon or with respect to the Collateral. Grantors shall
reimburse the Collateral Agent or the Security Trustee, as the case may be, for any amounts paid
and all out-of-pocket costs and expenses incurred by the Collateral Agent or the Security Trustee,
as the case may be, pursuant to this Section 13. The Grantors’ obligation to reimburse the
Collateral Agent or the Security Trustee, as the case may be, pursuant to the preceding sentence
shall be a Noteholder Obligation payable on demand. Any payment made or other action taken by
Collateral Agent or the Security Trustee, as the case may be, under this Section 13 shall
be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter
as herein provided.



     14. POWER OF ATTORNEY. Each Grantor hereby irrevocably constitutes and
appoints Collateral Agent or the Security Trustee, as the case may be, (and all Persons designated
by Collateral Agent) as such Grantor’s true and lawful attorney (and agent-in-fact) for the
purposes provided in this Section 14. Collateral Agent or the Security Trustee, as the
case may be, or Collateral Agent’s or the Security Trustee’s, as the case may be, designee, may,
without notice and in either its or any Grantor’s name, but at the cost and expense of such
Grantor:



          (a) After the Senior Priority Discharge Date, or as otherwise provided in the Intercreditor
Agreement, and during an Event of Default, endorse any Grantor’s name on any Payment Item or other
proceeds of Collateral (including proceeds of insurance) that come into Collateral Agent’s or the
Security Trustee’s, as the case may be, possession or control; and



          (b) After the Senior Priority Discharge Date, or as otherwise provided in the Intercreditor
Agreement, during an Event of Default, (i) notify any Account Debtors of the assignment of their
Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally
exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise,
discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect
Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for
such amounts and at such times as Collateral Agent deems advisable; (iv) take control, in any
manner, of any proceeds of Collateral; (v) prepare, file and sign any Grantor’s name to a proof of
claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or
satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to any
Grantor, and notify postal authorities to change the address for delivery thereof to such address
as Collateral Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice,
freight bill, bill of lading, or similar document or agreement relating to any Accounts, Inventory
or other Collateral; (viii) use any Grantor’s stationery and sign its name to verifications of
Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any
data processing equipment and computer hardware and software relating to any Collateral; (x) make
and adjust claims under policies of insurance; (xi) take any
action as may be necessary or appropriate to obtain payment under any letter of credit or
banker’s



14









 




acceptance for which any Grantor is a beneficiary; and (xii) take all other actions as
Collateral Agent or the Security Trustee deems appropriate to fulfill any Grantor’s obligations
under the Indenture Documents.




     15. COLLATERAL AGENT’S, SECURITY TRUSTEE’S AND HOLDERS’ RIGHTS, DUTIES AND
LIABILITIES.



          (a) Each Grantor assumes all responsibility and liability arising from or relating
to the use, sale, license or other Disposition of the Collateral. The Noteholder Obligations shall
not be affected by any failure of Collateral Agent or any Holder to take any steps to perfect
Collateral Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage
to the Collateral release such Grantor from any of the Noteholder Obligations. Following the
occurrence and during the continuation of an Event of Default, and, subject to the Intercreditor
Agreement, Collateral Agent may (but shall not be required to), without notice to or consent from
such Grantor, sue upon or otherwise collect, extend the time for payment of, modify or amend the
terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other
indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other
action with respect to the Collateral, any security therefor, any agreement relating thereto, any
insurance applicable thereto, or any Person liable directly or indirectly in connection with any of
the foregoing, without discharging or otherwise affecting the liability of such Grantor for the
Noteholder Obligations or under the Indenture or any other agreement now or hereafter existing
between Collateral Agent and/or any Holder and the Grantor.



          (b) It is expressly agreed by each Grantor that, anything herein to the contrary
notwithstanding, each Grantor shall remain liable under each of its contracts and each of its
licenses to observe and perform all the conditions and obligations to be observed and performed by
it thereunder. Neither Collateral Agent nor any Holder shall have any obligation or liability
under any contract or license by reason of or arising out of this Security Agreement or the
granting herein of a Lien thereon or the receipt by Collateral Agent or any Holder of any payment
relating to any contract or license pursuant hereto. Neither Collateral Agent nor any Holder shall
be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor
under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to
the nature or the sufficiency of any payment received by it or the sufficiency of any performance
by any party under any contract or license, or to present or file any claims, or to take any action
to collect or enforce any performance or the payment of any amounts which may have been assigned to
it or to which it may be entitled at any time or times.



          (c) After the Senior Priority Discharge Date, or as otherwise provided in the
Intercreditor Agreement, Collateral Agent may at any time after a Default or an Event of Default
has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account
arising under the contract giving rise to the same Account) or contra accounts may be asserted with
respect to the following), without prior notice to any Grantor, notify Account Debtors, and other
Persons obligated on the Collateral that Collateral Agent has a security interest therein, and that
payments shall be made directly to Collateral Agent, for itself and the benefit of Holders. After
the Senior Priority Discharge Date, or as otherwise provided in the Intercreditor Agreement, upon
the request of Collateral Agent, each Grantor shall so notify Account Debtors and other Persons
obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person
obligated on the Collateral, such Grantor shall not give any contrary instructions to such Account
Debtor or other Person without Collateral Agent’s prior written consent.



          (d) After the Senior Priority Discharge Date, or as otherwise provided in the
Intercreditor Agreement, Collateral Agent may at any time after a Default or Event of Default has
occurred and is continuing, in Collateral Agent’s own name or in the name of any Grantor
communicate



15









 




with Account Debtors, parties to Contracts and obligors in respect of Instruments to
verify with such Persons, to Collateral Agent’s satisfaction, the existence, amount and terms of
Accounts, payment intangibles, Instruments or Chattel Paper. If a Default or Event of Default
shall have occurred and be continuing, each Grantor, at its own expense, shall cause the
independent certified public accountants then engaged by such Grantor to prepare and deliver to
Collateral Agent at any time and from time to time promptly upon Collateral Agent’s request the
following reports with respect to such Grantor: (i) a reconciliation of all Accounts; (ii) an aging
of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as Collateral
Agent may request. Each Grantor, at its own expense, shall deliver to Collateral Agent the results
of each physical verification, if any, which such Grantor may in its discretion have made, or
caused any other Person to have made on its behalf, of all or any portion of its Inventory.




     16. IMMUNITIES OF THE COLLATERAL AGENT AND THE SECURITY TRUSTEE.



          (a) No Implied Duty. Notwithstanding any provision to the contrary
elsewhere in the Indenture or any Collateral Documents, the Collateral Agent will not have any
duties, responsibilities or obligations other than those expressly assumed by it in the Indenture
and the Collateral Documents to which it is a party. The Collateral Agent will not be required to
take any action that is contrary to applicable law or any provision of the Indenture or the
Collateral Documents to which it is a party or will adversely affect the rights, privileges,
benefits and immunities of or be contrary to the interests of the Collateral Agent. The Collateral
Agent shall not have any fiduciary relationship with the Holders or Trustee and no implied
covenants, obligations or responsibilities shall be read into the Indenture or the Collateral
Documents against the Collateral Agent.



          (b) Appointment of Agents and Advisors. The Collateral Agent may execute
any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, accountants, appraisers, consultants or other experts or advisors
selected by it with due care as it may require and will not be responsible for any misconduct or
negligence on the part of any of them.



          (c) Other Agreements. The Collateral Agent has accepted and is bound by the
Collateral Documents executed by the Collateral Agent as of the date of the Indenture and, as
directed in writing by an act of Holders, the Collateral Agent shall execute additional Collateral
Documents delivered to it after the date of the Indenture; provided, however, that such additional
Collateral Documents do not adversely affect the rights, privileges, benefits and immunities of the
Collateral Agent.



          (d) Solicitation of Instructions.




	 	(i)	 	The Collateral Agent may at any time solicit written
confirmatory instructions from the Holders, an Officers’ Certificate or an
order of a court of competent jurisdiction, as to any action that it may be
requested or required to take, or that it may propose to take, in the
performance of any of its obligations under the Indenture or the Collateral
Documents.
	 
	 	(ii)	 	No written direction given to the Collateral Agent by the
Holders that in the reasonable judgment of the Collateral Agent imposes,
purports to impose or might reasonably be expected to impose upon the
Collateral Agent any obligation or liability not set forth in or arising under
the Indenture and the Collateral Documents will be binding upon the Collateral
Agent unless the Collateral Agent elects, at its sole option, to accept such
direction.





          (e) Limitation of Liability. The Collateral Agent will not be responsible
or liable for any action taken or omitted to be taken by it hereunder or under any Security
Document, except for its



16









 







own gross negligence or willful misconduct as determined by a final
non-appealable judgment of a court of competent jurisdiction.



          (f) Documents in Satisfactory Form. The Collateral Agent will be entitled
to require that all agreements, certificates, opinions, instruments and other documents at any time
submitted to it, including those expressly provided for in the Indenture, be delivered to it in a
form and with substantive provisions reasonably satisfactory to it.



          (g) Entitled to Rely. The Collateral Agent may seek and rely upon, and
shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion
or statement of legal counsel, independent consultants and other experts selected by it in good
faith and upon any certification, instruction, notice or other writing delivered to it by the
Issuer or any Guarantor in compliance with the provisions of the Indenture or delivered to it by
any Holder without being required to determine the authenticity thereof or the correctness of any
fact stated therein or the propriety or validity of service thereof. The Collateral Agent may act
in reliance upon any instrument comporting with the provisions of the Indenture or any signature
reasonably believed by it to be genuine and may assume that any Person purporting to give notice or
receipt or advice or make any statement or execute any document in connection with the provisions
hereof or the other Collateral Documents has been duly authorized to do so. To the extent an
Officers’ Certificate or Opinion of Counsel is required or permitted under the Indenture to be
delivered to the Collateral Agent in respect of any matter, the Collateral Agent may rely
conclusively on an Officers’ Certificate or Opinion of Counsel as to such matter and such Officers’
Certificate or opinion of counsel shall be full protection to the Collateral Agent for any action
taken, suffered or omitted by it under the provisions of the Indenture and the other Collateral
Documents.



          (h) Actions by Collateral Agent. As to any matter not expressly provided
for by the Indenture or the other Collateral Documents, the Collateral Agent will act or refrain
from acting as directed in writing by the Holders and will be fully protected if it does so, and
any action taken, suffered or omitted pursuant hereto or thereto shall be binding on the Holders.
In the absence of written direction of the Holders described in the immediately preceding paragraph
the Collateral Agent shall have no duty to act, consent or request any action from the Company or
any Guarantor or any other Person in connection with the Indenture (including all schedules and
exhibits attached hereto).



          (i) Security or Indemnity in Favor of the Collateral Agent. The Collateral
Agent will not be required to take any action at the direction of any Holders, to advance or expend
any funds or otherwise incur any financial liability in the performance of its duties or the
exercise of its powers or rights hereunder unless it has been provided with pre-funding, security
or indemnity reasonably satisfactory to it against any and all cost, loss, liability or expense
which may be incurred by it by reason of taking or continuing to take such action.



          (j) Rights of the Collateral Agent. In the event there is any good faith
disagreement between the other parties to the Indenture or any of the Collateral Documents
resulting in adverse claims being made in connection with Collateral held by the Collateral Agent
and the terms of the Indenture or any of the Collateral Documents do not unambiguously mandate the
action the Collateral Agent is to take or not to take in connection therewith under the
circumstances then existing, or the Collateral Agent is in doubt as to what action it is required
to take or not to take hereunder or under the Collateral Documents, it will be entitled to refrain
from taking any action (and will incur no liability for doing so) until directed otherwise (subject
to Section 16(h)) in writing by a request signed jointly by the parties hereto entitled to give
such direction or by order of a court of competent jurisdiction.



          (k) Limitations on Duty of Collateral Agent in Respect of Collateral.



17









 






	 	(i)	 	Beyond the exercise of reasonable care in the custody of
Collateral in its possession, the Collateral Agent will have no duty as to any
Collateral in its possession or control or in the possession or control of any
agent or bailee or any income thereon or as to preservation of rights against
prior parties or any other rights pertaining thereto and the Collateral Agent
will not be responsible for filing any financing or continuation statements or
recording any documents or instruments in any public office at any time or
times or otherwise perfecting or maintaining the perfection of any Liens on
the Collateral. The Collateral Agent will be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
its own property, and the Collateral Agent will not be liable or responsible
for any loss or diminution in the value of any of the Collateral by reason of
the act or omission of any carrier, forwarding agency or other agent or bailee
selected by the Collateral Agent in good faith. Pursuant to applicable law,
the Issuer authorizes the Collateral Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the signature of such Grantor in such form and in such offices as may be
necessary or as the Collateral Agent may determine appropriate to perfect the
security interests of the Collateral Agent under the Indenture.
	 
	 	(ii)	 	The Collateral Agent will not be responsible for the
existence, genuineness or value of any of the Collateral or for the validity,
perfection, priority or enforceability of the Liens in any of the Collateral,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder, except to the extent such action or omission
constitutes gross negligence or willful misconduct on the part of the
Collateral Agent, for the validity or sufficiency of the Collateral or any
agreement or assignment contained therein, for the validity of the title of
the Issuer or any Guarantor to the Collateral, for insuring the Collateral or
for the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral. The Collateral Agent
hereby disclaims any representation or warranty to the current and future
Holders concerning the perfection of the Liens granted hereunder or in the
value of any of the Collateral.
	 
	 	(iii)	 	Neither the Collateral Agent nor any of its experts,
officers, directors, employees, agents, attorneys-in-fact or affiliates shall
be (a) liable for any action lawfully taken or omitted to be taken by it under
or in connection with the Indenture or any of the other Indenture Documents or
Collateral Documents (except for its gross negligence or willful misconduct),
or (b) responsible in any manner for any recitals, statements, representations
or warranties (other than its own recitals, statements, representations or
warranties) made in the Indenture or any of the Collateral Documents or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Collateral Agent under or in connection with, the
Indenture or any of the Collateral Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Indenture or
any of the Collateral Documents or for any failure of the Issuers or any other
Person to perform their obligations hereunder and thereunder. The Collateral
Agent shall not be under any obligation to any Person to ascertain or to
inquire as to (a) the observance or performance of any
of the agreements contained in, or conditions of, the Indenture or any of
the Collateral Documents or to inspect the properties, books or records of
the 




18









 






	 	 	 	Issuer, (b) whether or not any representation or warranty made by any
Person in connection with the Indenture or any of the Collateral Documents
is true, (c) the performance by any Person of its obligations under the
Indenture or Collateral Documents or (d) the breach of or default by any
Person of its obligations under the Indenture or any of the Collateral
Documents.






	 	(iv)	 	The Collateral Agent shall not be bound to (a) account to any
Person for any sum or the profit element of any sum received for its own
account; (b) disclose to any other Person any information relating to the
Person if such disclosure would, or might, constitute a breach of any law or
regulation or be otherwise actionable at the suit of any Person or (c) be
required to take any action that it believes, based on advice of counsel, is
in conflict with any applicable law, the Indenture or any Collateral Documents
or any order of any court or administrative agency.
	 
	 	(v)	 	Notwithstanding anything in the Indenture or any Collateral
Documents to the contrary, (a) in no event shall the Collateral Agent or any
officer, director, employee, representative or agent of the Collateral Agent
be liable under or in connection with the Indenture or any of the Collateral
Documents for indirect, special, incidental, punitive or consequential losses
or damages of any kind whatsoever, including but not limited to lost profits
or loss of opportunity, whether or not foreseeable, even if the Collateral
Agent has been advised of the possibility thereof and regardless of the form
of action in which such damages are sought; and (b) the Collateral Agent shall
be afforded all of the rights, powers, immunities and indemnities set forth in
the Indenture or any of Collateral Documents to which it is a signatory as if
such rights, powers, immunities and indemnities were specifically set out in
each such documents. In no event shall the Collateral Agent be obligated to
invest any amounts received by it hereunder.
	 
	 	(vi)	 	The Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect knowledge or notice of the occurrence of any
Default unless and until the Collateral Agent has received a written notice or
a certificate from the Issuer stating that a Default has occurred. The
Collateral Agent shall have no obligation whatsoever either prior to or after
receiving such notice or certificate to inquire whether a Default has in fact
occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any notice or certificate so furnished to it. No
provision of the Indenture or any of the Collateral Documents shall require
the Collateral Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties under the
Indenture or any Collateral Documents or the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability including an
advance of moneys necessary to perform work or to take the action requested is
not reasonably assured to it, the Collateral Agent may decline to act unless
it receives reasonable indemnity satisfactory to it, including an advance of
moneys necessary to take the action requested. The Collateral Agent shall be
under no obligation or duty to take any action under the Indenture or any of
the Collateral Documents or otherwise if taking such action (i) would subject
the
Collateral Agent to a tax in any jurisdiction where it is not then subject
to a tax 




19









 






	 	 	 	or (ii) would require the Collateral Agent to qualify to do
business in any jurisdiction where it is not then so qualified.






	 	(vii)	 	If, with respect to a proposed action to be taken by it, the
Collateral Agent shall determine in good faith that the provisions of the
Indenture or any Collateral Documents relating to the functions or
responsibilities or discretionary powers of the Collateral Agent are or may be
ambiguous or inconsistent, the Collateral Agent shall notify the Trustee,
identifying the proposed action, and may decline either to perform such
function or responsibility or to take the action requested unless it has
received the written confirmation of the Trustee that the action proposed to
be taken by the Collateral Agent is consistent with the terms of the Indenture
or of the Collateral Documents or is otherwise appropriate. The Collateral
Agent shall be fully protected in acting or refraining from acting upon the
confirmation of the Trustee, in this respect, and such confirmation shall be
binding upon the Holders.
	 
	 	(viii)	 	Upon receipt of indemnity requested by the Collateral Agent and assuming the
requested action does not conflict with other clauses of this Section
16, the Collateral Agent shall act upon the specific instructions of the
Trustee, except for any instructions that in the good faith judgment of the
Collateral Agent may be contrary to the Indenture or of the Collateral
Documents or applicable law.
	 
	 	(ix)	 	Assumption of Rights, Not Assumption of Duties.
Notwithstanding anything contained herein to the contrary, the right of the
Trustee or the Collateral Agents to perform any discretionary act enumerated
herein or in any Collateral Documents to which it is a party (including the
right to consent to or approve of any action or document which requires their
consent or approval and the right to waive any provision of, or consent to any
change or amendment to, any of the Indenture or the Security Documents) shall
not be construed as giving rise to any expressed or implied duty owed by the
Trustee or Collateral Agent.





          (l) No Liability for Clean Up of Hazardous Materials. In the event that the
Collateral Agent or Trustee is required to acquire title to an asset for any reason, or take any
managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust
obligation for the benefit of another, which in the Collateral Agent’s or Trustee’s sole
discretion may cause the Collateral Agent or Trustee to be considered an “owner or operator” under
any environmental laws or otherwise cause the Collateral Agent or Trustee to incur, or be exposed
to, any environmental liability or any liability under any other federal, state or local law, the
Collateral Agent and Trustee reserve the right, instead of taking such action, either to resign as
Collateral Agent or Trustee, as the case may be, or to arrange for the transfer of the title or
control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any
Person for any environmental liability or any environmental claims or contribution actions under
any federal, state, foreign or local law, rule or regulation by reason of the Collateral Agent’s
actions and conduct as authorized, empowered and directed hereunder or relating to any kind of
discharge or release or threatened discharge or release of any hazardous materials into the
environment and shall be indemnified and held harmless by The Issuer against any such claims,
liabilities or actions.



          (m) Jurisdictional Limitations. The Collateral Agent shall be under no
obligation or duty to take any action under this Agreement or any of the Indenture Documents or
otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction
where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do
business in any jurisdiction where it is
not then qualified.




20











 





          (n) U.S.A. Patriot Act. The parties hereto acknowledge that in accordance
with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in
order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship
or opens an account with the Trustee. The parties to the Indenture agree that they will provide
the Trustee with such information as it may request in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act.




     17. INTELLECTUAL PROPERTY. Each Grantor owns or has the lawful right to use
all Intellectual Property necessary for the conduct of its business, without conflict with any
rights of others. There is no pending or, to any Grantor’s knowledge, threatened Intellectual
Property Claim with respect to any Grantor or any of their Property (including any Intellectual
Property) that could reasonably be expected to have a material adverse effect. Except as disclosed
on Schedule III, no Grantor pays or owes any compensation to any Person with respect to any
Intellectual Property that is not generally available for purchase or license. All Intellectual
Property owned, used or licensed by any Grantor that is not generally available for purchase or
license is shown on Schedule III.



     18. INDEMNIFICATION. In any suit, proceeding or action brought by
Collateral Agent or Security Trustee relating to any Collateral for any sum owing with respect
thereto or to enforce any rights or claims with respect thereto, each Grantor will save, indemnify
and keep Collateral Agent, Security Trustee and Holders harmless from and against all expense
(including reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any
defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the Account
Debtor or other Person obligated on the Collateral, arising out of a breach by such Grantor of any
obligation thereunder or arising out of any other agreement, indebtedness or liability at any time
owing to, or in favor of, such obligor or its successors from such Grantor, except in the case of
Collateral Agent or Security Trustee, to the extent such expense, loss, or damage is attributable
to the gross negligence or willful misconduct of Collateral Agent or Security Trustee as determined
by a final non-appealable judgment of a court of competent jurisdiction. All such obligations of
such Grantor shall be and remain enforceable against and only against such Grantor and shall not be
enforceable against Collateral Agent, Security Trustee or any other Noteholder Secured Party.



     19. LIMITATION ON LIENS ON COLLATERAL. No Grantor will create, permit or
suffer to exist, and will defend the Collateral against, and take such other action as is necessary
to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title and
interest of Collateral Agent in and to any of such Grantor’s rights under the Collateral against
the claims and demands of all Persons whomsoever.



     20. NOTICE REGARDING COLLATERAL. Each Grantor will advise Collateral Agent
promptly, in reasonable detail, (i) of any Lien (other than Permitted Liens) or claim made or
asserted in writing against any material portion of the Collateral, and (ii) of the occurrence of
any other event which would have a material adverse effect.



     21. REMEDIES; RIGHTS UPON DEFAULT.



          (a) In addition to all other rights and remedies granted to it under this Security
Agreement, the Indenture, the other Indenture Documents and under any other instrument or agreement
securing, evidencing or relating to any of the Noteholder Obligations, if any Event of Default
shall have occurred and be continuing, Collateral Agent may exercise all rights and remedies of a
secured party under the UCC. Without limiting the generality of the foregoing, each Grantor
expressly agrees that in any such event Collateral Agent (or, prior to the Senior Priority
Discharge Date, the Revolving Facility
Collateral Agent in accordance with the Intercreditor Agreement), without demand of
performance or



21









 







other demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon such Grantor or any other Person (all and
each of which demands, advertisements and notices are hereby expressly waived to the maximum extent
permitted by the UCC and other Applicable Law), may forthwith enter upon the premises of such
Grantor where any Collateral is located through self-help, without judicial process, without first
obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a
hearing on Collateral Agent’s claim or action and may collect, receive, assemble, process,
appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease,
license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver
said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or
private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on
credit or for future delivery without assumption of any credit risk. Collateral Agent or any
Holder shall have the right upon any such public sale or sales and, to the extent permitted by law,
upon any such private sale or sales, to purchase for the benefit of Collateral Agent and Holders,
the whole or any part of said Collateral so sold, free of any right or equity of redemption, which
equity of redemption such Grantor hereby releases. Such sales may be adjourned and continued from
time to time with or without notice. Collateral Agent shall have the right to conduct such sales
on such Grantor’s premises or elsewhere and shall have the right to use such Grantor’s premises
without charge for such time or times as Collateral Agent deems necessary or advisable.



          (b) After the Senior Priority Discharge Date, or as otherwise provided in the
Intercreditor Agreement, Each Grantor further agrees, at Collateral Agent’s request, to assemble
the Collateral and make it available to Collateral Agent at a place or places designated by
Collateral Agent which are reasonably convenient to Collateral Agent and each Grantor, whether at
such Grantor’s premises or elsewhere. Until Collateral Agent is able to effect a sale, lease, or
other Disposition of Collateral, Collateral Agent shall have the right to hold or use Collateral,
or any part thereof, to the extent that it deems appropriate for the purpose of preserving
Collateral or its value or for any other purpose deemed appropriate by Collateral Agent.
Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such
Grantor as against third parties with respect to Collateral while Collateral is in the possession
of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or
keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the
benefit of Collateral Agent and Holders), with respect to such appointment without prior notice or
hearing as to such appointment. Collateral Agent shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale to the Noteholder Obligations as
provided in the Indenture, and only after so paying over such net proceeds, and after the payment
by Collateral Agent of any other amount required by any provision of law, need Collateral Agent
account for the surplus, if any, to each Grantor. To the maximum extent permitted by Applicable
Law, each Grantor waives all claims, damages, and demands against Collateral Agent or any Holder
arising out of the repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence or willful misconduct of Collateral Agent or such Holder as finally
determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior
notice by Collateral Agent of the time and place of any public sale or of the time after which a
private sale may take place is reasonable notification of such matters. Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or Disposition of the Collateral are
insufficient to pay all Noteholder Obligations, including any attorneys’ fees or other expenses
incurred by Collateral Agent or any Holder to collect such deficiency.



          (c) Except as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by Applicable Law) of
any kind in connection with this Security Agreement or any Collateral.



          (d) To the extent that Applicable Law imposes duties on Collateral Agent to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not



22









 







commercially unreasonable for Collateral Agent (a) to fail to incur expenses reasonably deemed
significant by Collateral Agent to prepare Collateral for Disposition or otherwise to complete raw
material or work in process into finished goods or other finished products for Disposition, (b) to
fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if
not required by other law, to fail to obtain governmental or third party consents for the
collection or Disposition of Collateral to be collected or disposed of, (c) to fail to exercise
collection remedies against Account Debtors or other Persons obligated on Collateral or to remove
Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against
Account Debtors and other Persons obligated on Collateral directly or through the use of collection
agencies and other collection specialists, (e) to advertise Dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is of a specialized
nature, (f) to contact other Persons, whether or not in the same business as such Grantor, for
expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more
professional auctioneers to assist in the Disposition of Collateral, whether or not the Collateral
is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide
for the auction of assets of the types included in the Collateral or that have the reasonable
capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in
wholesale rather than retail markets, (j) to disclaim disposition warranties, such as title,
possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure
Collateral Agent against risks of loss, collection or Disposition of Collateral or to provide to
Collateral Agent a guaranteed return from the collection or Disposition of Collateral, or (l) to
the extent deemed appropriate by Collateral Agent, to obtain the services of other brokers,
investment bankers, consultants and other professionals to assist Collateral Agent in the
collection or Disposition of any of the Collateral. Each Grantor acknowledges that the purpose of
this Section 21(d) is to provide non-exhaustive indications of what actions or omissions by
Collateral Agent would not be commercially unreasonable in Collateral Agent’s exercise of remedies
against the Collateral and that other actions or omissions by Collateral Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this Section 21(d).
Without limitation upon the foregoing, nothing contained in this Section 21(d) shall be
construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would
not have been granted or imposed by this Security Agreement or by Applicable Law in the absence of
this Section 21(d).



     22. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY. For the purpose of
enabling Collateral Agent to exercise rights and remedies under Section 21 hereof
(including, without limiting the terms of Section 21 hereof, in order to take possession
of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose
of Collateral) at such time as Collateral Agent shall be entitled, lawfully and pursuant to the
Intercreditor Agreement, to exercise such rights and remedies, each Grantor hereby grants to
Collateral Agent, for the benefit of Collateral Agent and Holders, an irrevocable, non-exclusive
license or other right to use, license or sub-license (without payment of royalty or other
compensation to any Person) any or all Intellectual Property of such Grantor, computer hardware and
software, trade secrets, brochures, customer lists, promotional and advertising materials, labels,
packaging materials and other Property, in advertising for sale, marketing, selling, collecting,
completing manufacture of, or otherwise exercising any rights or remedies with respect to, any
Collateral. After the Senior Priority Discharge Date, or as otherwise provided in the
Intercreditor Agreement, Each Grantor’s rights and interests under Intellectual Property shall
inure to Collateral Agent’s benefit.



     23. LIMITATION ON AGENT’S AND HOLDERS’ DUTY IN RESPECT OF COLLATERAL.
Collateral Agent shall use reasonable care with respect to the Collateral in its possession or
under its control. Neither Collateral Agent nor any Holder shall have any other duty as to any
Collateral in its possession or control or in the possession or control of any agent or nominee of
Collateral Agent or such Holder, or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto.



23









 





     24. SECURITY TRUSTEE. References to the Collateral Agent in Sections
15, 16, 18, 19, 20, 21, 23 and 25 of
this Agreement shall be understood to include the Security Trustee when acting as Security Trustee
under the Indenture, this Agreement and the Collateral Documents. The privileges, rights,
indemnities, immunities and exemptions from liability contained in this Security Agreement
(including without limitation Section 16 of this Security Agreement), and those contained in the
Indenture shall apply to the Security Trustee, whether it is acting under this Security Agreement,
the Indenture or other Collateral Documents.



     25. MISCELLANEOUS.



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



          (b) Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other communication
shall or may be given to or served upon any of the parties by any other party, or whenever any of
the parties desires to give and serve upon any other party any communication with respect to this
Security Agreement, each such notice, demand, request, consent, approval, declaration or other
communication shall be in writing and shall be given in the manner, and deemed received, as
provided for in the Indenture.



          (c) Severability. Whenever possible, each provision of this Security
Agreement shall be interpreted in a manner as to be effective and valid under Applicable Law, but
if any provision of this Security Agreement shall be prohibited by or invalid under Applicable Law,
such provision shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this Security
Agreement. This Security Agreement is to be read, construed and applied together with the
Indenture and the other Indenture Documents which, taken together, set forth the complete
understanding and agreement of Collateral Agent and Grantors with respect to the matters referred
to herein and therein.



          (d) No Waiver; Cumulative Remedies. The Collateral Agent shall not by any
act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder,
and no waiver shall be valid unless in writing, signed by Collateral Agent and then only to the
extent therein set forth. A waiver by Collateral Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which Collateral Agent would
otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on
the part of Collateral Agent or any Holder, any right, power or privilege hereunder, shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or future exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of any rights
and remedies provided by law. None of the terms or provisions of this Security Agreement may be
waived, altered, modified or amended except by an instrument in writing, duly executed by
Collateral Agent and Grantors.



24









 





          (e) Limitation by Law. All rights, remedies and powers provided in this
Security Agreement may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law, and all the provisions of this Security Agreement are intended to
be subject to all applicable mandatory provisions of law that may be controlling and to be limited
to the extent necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the
provisions of any Applicable Law.



          (f) Termination of this Security Agreement. Subject to Section
25(a) hereof, this Security Agreement shall terminate upon the payment in full of all
Noteholder Obligations (other than indemnification Noteholder Obligations as to which no claim has
been asserted).



          (g) Successors and Assigns. This Security Agreement and all obligations of
each Grantor hereunder shall be binding upon the successors and assigns of each Grantor (including
any debtor-in-possession on behalf of such Grantor) and shall, together with the rights and
remedies of Collateral Agent, for the benefit of Collateral Agent and Holders, hereunder, inure to
the benefit of Collateral Agent and Holders, all future holders of any instrument evidencing any of
the Noteholder Obligations and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other Dispositions of any agreement
governing or instrument evidencing the Noteholder Obligations or any portion thereof or interest
therein shall in any manner affect the Lien granted to Collateral Agent, for the benefit of
Collateral Agent and Holders, hereunder. No Grantor may assign, sell, hypothecate or otherwise
transfer any interest in or obligation under this Security Agreement.



          (h) Counterparts. This Security Agreement may be authenticated in any
number of separate counterparts, each of which shall collectively and separately constitute one and
the same agreement. This Security Agreement may be authenticated by manual signature, facsimile
or, if approved in writing by Collateral Agent, electronic means, all of which shall be equally
valid.



          (i) Governing Law; Consent to Forum. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THE INDENTURE, THIS SECURITY AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING
TO NATIONAL BANKS). EACH GRANTOR HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL
OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING
IN ANY WAY TO THIS SECURITY AGREEMENT, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT
SOLELY IN ANY SUCH COURT. EACH GRANTOR IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT
IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT
FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 11.02 OF THE INDENTURE. Nothing herein shall limit the right of Collateral
Agent to bring proceedings against any Grantor in any other court, nor limit the right of any party
to serve process in any other manner permitted by Applicable Law. Nothing in this Security
Agreement shall be deemed to preclude enforcement by Collateral Agent of any judgment or order
obtained in any forum or jurisdiction



          (j) Waivers by Grantors. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
EACH GRANTOR WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH AGENT HEREBY ALSO WAIVES) IN ANY
PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO THIS SECURITY AGREEMENT, OBLIGATIONS OR
COLLATERAL; (B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT,
MATURITY, RELEASE, COMPROMISE, SETTLEMENT,



25









 







EXTENSION OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS,
DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT ON WHICH A GRANTOR
MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING AGENT MAY DO IN THIS REGARD; (C) NOTICE
PRIOR TO TAKING POSSESSION OR CONTROL OF ANY COLLATERAL; (D) ANY BOND OR SECURITY THAT MIGHT BE
REQUIRED BY A COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY RIGHTS OR REMEDIES; (E) THE BENEFIT OF
ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (F) ANY CLAIM AGAINST AGENT, ON ANY THEORY OF
LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO
DIRECT OR ACTUAL DAMAGES) IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, OBLIGATIONS, INDENTURE
DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND (G) NOTICE OF ACCEPTANCE HEREOF. Each Grantor
acknowledges that the foregoing waivers are a material inducement to Collateral Agent entering into
this Security Agreement and that Collateral Agent is relying upon the foregoing in its dealings
with Grantors. In the event of litigation, this Security Agreement may be filed as a written
consent to a trial by the court.



          (k) Section Titles. The Section titles contained in this Security Agreement
are and shall be without substantive meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.



          (l) No Strict Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Security Agreement.



          (m) Advice of Counsel. Each of the parties represents to each other party
hereto that it has discussed this Security Agreement and, specifically, the provisions of
Section 25(i) and Section 25(j), with its counsel.



          (n) Benefit of Holders. All Liens granted or contemplated hereby shall be
for the benefit of Collateral Agent and Holders, and all proceeds or payments realized from
Collateral in accordance herewith shall be applied to the Noteholder Obligations in accordance with
the terms of the Indenture.



          (o) Conflicts. Notwithstanding anything herein to the contrary, the liens
and security interests granted to Collateral Agent pursuant to this Security Agreement and the
exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of
the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and this Security Agreement, other than with respect to Section 16 hereof, the
terms of the Intercreditor Agreement shall govern.



     26. POST-CLOSING.



          (a) Post-Closing Deliverables. Each Grantor, jointly and severally,
covenants and agrees with Collateral Agent that it will deliver to Collateral Agent the items
described in Paragraphs 2 and 3 of the Post-Closing Letter within the respective time periods set
forth in such paragraphs, with any such changes as are appropriate for delivery to the Collateral
Agent, provided that to the extent Grantors deliver any such items under the Post-Closing Letter
earlier than the deadline set forth in such letter, Grantors will affect a corresponding delivery
to the Collateral Agent substantially concurrently, and provided further that to the extent the
Revolving Facility Administrative Agent waives or amends any of



26









 







the foregoing requirements under
the Post-Closing Letter, the corresponding provision with respect to the Collateral Agent will be
deemed waived or amended to the same extent.



          (b) Account Control Agreement. Each Grantor, jointly and severally,
covenants and agrees with Collateral Agent that it will use commercially reasonable efforts (it
being agreed that the use of such commercially reasonable efforts shall not require (A) the payment
by Borrowers of consent fees or other payments to counterparties, or (B) the Borrowers to conduct
any litigation or legal proceedings with regard thereto) to enter into an Account Control Agreement
in a form and substance mutually agreed upon by the Collateral Agent and the other parties thereto
within 90 days after the date hereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



27









 





          IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 
	 	UNITED MARITIME GROUP, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	UNITED MARITIME GROUP FINANCE CORP.

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	U.S. UNITED BULK TERMINAL, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	U.S. UNITED OCEAN SERVICES, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	UMG TOWING, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. UNITED BARGE LINE, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	U.S. UNITED BULK LOGISTICS, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	U.S. UNITED OCEAN HOLDING, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	U.S. UNITED OCEAN HOLDING II, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	U.S. UNITED INLAND SERVICES, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 



29









 






	 	 	 	 	 



	 	 	 	 	 
	 	MARIE FLOOD, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	MARY ANN HUDSON, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	SHEILA MCDEVITT, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	TINA LITRICO, LLC

 	 
	 	By:  	
/s/ Sal Litrico 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer	 



30









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Collateral Agent
 	 
	 	By:  	/s/
Mark F. McLaughlin 	 
	 	 	Name:  	Mark F. McLaughlin  	 
	 	 	Title:  	Vice President 	 



31









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Security Trustee
 	 
	 	By:  	/s/
Mark F. McLaughlin 	 
	 	 	Name:  	Mark F. McLaughlin 	 
	 	 	Title:  	Vice President 	 




 











 





SCHEDULE I

to

GENERAL SECURITY AGREEMENT




LOCATION OF COLLATERAL




	 	1.	 	CHIEF EXECUTIVE OFFICES





	 	 	 
	Name of Obligor	 	Address of Chief Executive Office
	United Maritime Group, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	U.S. United Bulk Terminal, LLC

	 	14537 Highway 15, Davant, Louisiana 70040
	 
	 	 
	U.S. United Ocean Services, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	U.S. United Barge Line, LLC

	 	100 Scott St., Metropolis, Illinois 62960
	 
	 	 
	U.S. United Inland Services, LLC

	 	100 Scott St., Metropolis, Illinois 62960
	 
	 	 
	UMG Towing, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	U.S. United Bulk Logistics

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	U.S. United Ocean Holding, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	U.S. United Ocean Holding II, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	U.S. United Inland Services, LLC

	 	100 Scott St., Metropolis, Illinois 62960
	 
	 	 
	GS Maritime Intermediate Holding LLC

	 	c/o Greenstreet Partner, L.P., 2601 S.
Bayshore Drive, Suite 800, Coconut Grove,
Florida 33133
	 
	 	 
	Tina Litrico, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	Mary Ann Hudson, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	Sheila McDevitt, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	Marie Flood, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602
	 
	 	 
	United Maritime Group Finance Corp.

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33602






 









 







	 	2.	 	OTHER PLACES OF BUSINESS





	 	 	 
	Name of Obligor	 	Address
	U.S. United Ocean Services, LLC

	 	12909 Wyandotte Road

Gibsonton, Florida 33534
	 
	 	 
	U.S. United Barge Line, LLC

	 	East side of Kentucky Street, between
Beach Ridge Road and Main Street,
Cairo, Illinois 62914
	 
	 	 
	U.S. United Barge Line, LLC

	 	Rt. 1 Box 155

Simpson, Illinois 62985
	 
	 	 
	U.S. United Barge Line, LLC

	 	McCracken County, KY

(across Ohio River from

100 Scott Street

Metropolis, IL 62960)
	 
	 	 
	U.S. United Barge Line, LLC

	 	Ballard County, KY







	 	3.	 	OTHER OFFICES OR PLACES OF BUSINESS DURING THE LAST FIVE YEARS





	 	 	 
	Company	 	Address
	United Maritime Group, LLC

	 	702 N. Franklin Street, Tampa, Florida 33602
	 
	 	 
	United Maritime Group, LLC

	 	2800 Veterans Blvd., Suite 255,

Metairie, Louisiana 70002
	 
	 	 
	United Maritime Group, LLC

	 	Ozark Road

Simpson, IL 62985
	 
	 	 
	U.S. United Ocean Services, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605
	 
	 	 
	UMG Towing, LLC

	 	702 N. Franklin Street, Tampa, Florida 33602
	 
	 	 
	U.S. United Bulk Logistics

	 	702 N. Franklin Street, Tampa, Florida 33602
	 
	 	 
	U.S. United Ocean Holding, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605
	 
	 	 
	U.S. United Ocean Holding II, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605
	 
	 	 
	Tina Litrico, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605






 









 







	 	 	 
	Company	 	Address
	Mary Ann Hudson, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605
	 
	 	 
	Sheila McDevitt, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605
	 
	 	 
	Marie Flood, LLC

	 	Stemmery Building, Suite 300, 1916 North
14th Street Tampa, Florida 33605







	 	4.	 	LOCATION OF ADDITIONAL COLLATERAL





	 	 	 	 	 
	Name of Obligor	 	Location of Collateral	 	Name of Custodian
	See Tables 1 and 2
above in this Schedule
8.6.1

	 	See Tables 1 and 2 above in
this Schedule 8.6.1	 	 
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	5128 S. 36 AVE.

Tampa, FL 33619
	 	Padgett & Swann
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	1200 Sertoma Drive

Tampa, FL 33605
	 	Gulf Marine Repair
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	4702 Distribution Drive

Tampa, FL 33605
	 	Diversified Lifting,
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	2121 Poland Ave

New Orleans, LA 70177
	 	Dreyfus, Cortney & Lowery
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	5202 Shadowlawn Ave

Tampa, FL 33610
	 	Epperson & Co.
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	6901 East 6th Ave.

Tampa, FL 33619
	 	Tampa Bay Steel
	 
	 	 	 	 
	U.S. United Ocean
Services, LLC

	 	San Juan De Ulua, Veracruz,

MEXICO
	 	TNG Shipyard Islote
	 
	 	 	 	 
	U.S. United Barge Line, LLC

	 	4080 Clarks River Rd,

Paducah, KY 42003
	 	Walker Boat Yard
	 
	 	 	 	 
	U.S. United Barge Line, LLC

	 	4500 Clarks River Rd,

Paducah, KY 42003-0823.
	 	James Marine
	 
	 	 	 	 
	U.S. United Barge Line, LLC

	 	615 Destrehan Ave, Harvey,

LA 70058
	 	Bollinger Quick Repair
	 
	 	 	 	 
	U.S. United Barge Line, LLC

	 	4150 Cairo Rd, Paducah, KY

42001-9193
	 	Paducah Rigging






 









 







	 	5.	 	LOCATION OF BOOKS AND RECORDS:





	 	 	 
	Company	 	Location of Books and Records
	U.S. United Bulk Terminal LLC

	 	14537 Highway 15

Davant, Louisiana 70040
	 
	 	 
	 

	 	Iron Mountain

205 E Kelsey Ln

Tampa, FL 33619
	 
	 	 
	U.S. United Barge Line, LLC

	 	100 Scott St.

Metropolis, Illinois 62960
	 
	 	 
	 

	 	Iron Mountain

205 E Kelsey Ln

Tampa, FL 33619
	 
	 	 
	United Maritime Group, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33605
	 
	 	 
	 

	 	Iron Mountain

205 E Kelsey Ln

Tampa, FL 33619
	 
	 	 
	U.S. United Ocean Services, LLC

	 	601 S. Harbour Island Blvd. Ste. 230

Tampa, Florida 33605
	 
	 	 
	 

	 	Iron Mountain

205 E Kelsey Ln

Tampa, FL 33619
	 

	 	12909 Wyandotte Road

Gibsonton, Florida 33534







	 	6.	 	LEASED PROPERTY





Leased Properties




Illinois




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Location/ Property
	Lessor	 	Lessee	 	Dated	 	Address
	City of Metropolis

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	June 13, 1983
	 	100 Scott Street

Metropolis, IL 62960
	 
	 	 	 	 	 	 
	Charley and Jean
Short

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	October 12, 1992
	 	100 Scott Street

Metropolis, IL 62960






 









 






Kentucky




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Location/ Property
	Lessor	 	Lessee	 	Dated	 	Address
	David R. Reed, Jr.

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	September 16, 1985
	 	McCracken County, KY

(across Ohio River from

100 Scott Street

Metropolis, IL 62960)
	 
	 	 	 	 	 	 
	William Ray Moody

(successor-in-interest
to Herbert H. McClure)

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	May 21, 1992
	 	McCracken County, KY

(across Ohio River from

100 Scott Street

Metropolis, IL 62960)
	 
	 	 	 	 	 	 
	William McElya

(successor-in-interest
to Clifton E. and
Randy McElya)

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	November 19, 1984
	 	McCracken County, KY

(across Ohio River from

100 Scott Street

Metropolis, IL 62960)
	 
	 	 	 	 	 	 
	Julian T. Harris

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	October 24, 1984
	 	McCracken County, KY

(across Ohio River from

100 Scott Street

Metropolis, IL 62960)
	 
	 	 	 	 	 	 
	Olive
May
Coomer

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	July 24, 1997
	 	Ballard County, KY
	 
	 	 	 	 	 	 
	James A. and Martha L.
Wilson

	 	Mid-South Towing
Company (n/k/a U.S.
United Barge Line,
LLC)
	 	July 24, 1997
	 	Ballard County, KY






 









 





Florida




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Location/ Property
	Lessor	 	Lessee	 	Dated	 	Address
	Wilder
Corporation of
Delaware

	 	United Maritime

Group, LLC
	 	May 16, 2008
	 	601 S. Harbour

Island Boulevard

Tampa, FL 33602
	 
	 	 	 	 	 	 
	The Mosaic Company
(successor-in-interest
to IMC Phosphates
Company)

	 	Gulfcoast Transit
Company (n/k/a U.S.
United Ocean
Services, LLC)
	 	January 26, 2001
	 	12909 Wyandotte Road

Gibsonton, FL 33534






Louisiana




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Location/ Property
	Lessor	 	Lessee	 	Dated	 	Address
	Clara Lopez
D’Aquilla, Beverly
Lopez, Helen Lopez
Languirand, and
John M. Lopez

	 	Electro-Coal
Transfer
Corporation (n/k/a
U.S. United Bulk
Terminal, LLC)
	 	February 3, 1997
	 	14537 Highway 15

Davant, LA 70040
	 
	 	 	 	 	 	 
	Juanita Eckles,
Clara Lopez
D’Aquilla, Helen
Lopez, and John M.
Lopez

	 	Electro-Coal
Transfer
Corporation (n/k/a
U.S. United Bulk
Terminal, LLC)
	 	January 31, 1979
	 	14537 Highway 15

Davant, LA 70040
	 
	 	 	 	 	 	 
	Chalin O. Perez

	 	Electro-Coal
Transfer
Corporation (n/k/a
U.S. United Bulk
Terminal, LLC)
	 	January 1, 1979
	 	14537 Highway 15

Davant, LA 70040







28 












 







SCHEDULE II

to

GENERAL SECURITY AGREEMENT




JURISDICTION OF ORGANIZATION



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Jurisdiction of
	Company	 	ID No.	 	Organization
	United Maritime Group, LLC

	 	 	L07000119012	 	 	Florida
	 
	 	 	 	 	 	 
	U.S. United Bulk Terminal, LLC

	 	 	35015345K	 	 	Louisiana
	 
	 	 	 	 	 	 
	U.S. United Ocean Services, LLC

	 	 	L07000119009	 	 	Florida
	 
	 	 	 	 	 	 
	UMG Towing, LLC

	 	 	L07000119011	 	 	Florida
	 
	 	 	 	 	 	 
	U.S. United Barge Line, LLC

	 	 	L07000118998	 	 	Florida
	 
	 	 	 	 	 	 
	U.S. United Bulk Logistics, LLC

	 	 	4464899	 	 	Delaware
	 
	 	 	 	 	 	 
	U.S. United Ocean Holding, LLC

	 	 	3715596	 	 	Delaware
	 
	 	 	 	 	 	 
	U.S. United Ocean Holding II, LLC

	 	 	3857068	 	 	Delaware
	 
	 	 	 	 	 	 
	U.S. United Inland Services, LLC

	 	 	4464946	 	 	Delaware
	 
	 	 	 	 	 	 
	GS Maritime Intermediate Holding LLC

	 	 	4463512	 	 	Delaware
	 
	 	 	 	 	 	 
	Tina Litrico, LLC

	 	 	4475245	 	 	Delaware
	 
	 	 	 	 	 	 
	Mary Ann Hudson, LLC

	 	 	4475247	 	 	Delaware
	 
	 	 	 	 	 	 
	Sheila McDevitt, LLC

	 	 	4475248	 	 	Delaware
	 
	 	 	 	 	 	 
	Marie Flood, LLC

	 	 	4475251	 	 	Delaware
	 
	 	 	 	 	 	 
	United Maritime Group Finance Corp.

	 	 	4758431	 	 	Delaware






 









 






SCHEDULE III

to

GENERAL SECURITY AGREEMENT




INTELLECTUAL PROPERTY


Intellectual Property used or licensed by any Obligor that is not generally available for purchase
or license.



The following software agreements. An Obligor pays or owes periodic fees to a licensor or
vendor in order to renew or extend each such agreement on a full service basis. In each case the
fee is paid annually, except in the case of Item 9, in which case the fee is paid quarterly.




Description of Agreement





	 	1.	 	Veson Software License Agreement between UOS and Veson Nautical Corporation, and the related
Veson Nautical Software Maintenance Agreement, dated June 20, 2008.
	 
	 	2.	 	Intersourcing Service Model Agreement between The Ultimate Software Group, Inc. and TECO
Transport dated 7/30/07
	 
	 	3.	 	Helm Software License Agreement between Edoc Systems Group Ltd and United Maritime Group
dated June 23, 2009
	 
	 	4.	 	License and Service Agreement, entered into as of June 28, 2005, between TECO Ocean Shipping
and ABS Nautical Systems, LLC.
	 
	 	5.	 	Sales, Software License and Services Agreement between Electo Coal Transfer Corporation (now
known as TECO Bulk Terminal, LLC) and Kronos Incorporated, dated March 28, 2005 (Not Fully
Executed).
	 
	 	6.	 	Master Agreement between TECO Transport Corporation and The INTEGRA Group, Inc. dated
February 9, 2007, including Integra Software License Terms and Conditions, Integra Software
Maintenance and Support Terms and Conditions and Work Order Boss Software and Customizations
(Phases 1, 2, and 3) dated February 7, 2007.
	 
	 	7.	 	License Agreement, dated as of March 31, 1999, between Platinum Software Corporation and TECO
Transport Corp., as amended by that Amendment No. 1 to License Agreement, dated as of
September 17,1999, between Epicor Software Corporation (formerly Platinum Software
Corporation) (“Epicor”) and TECO Transport Corporation (“Transport”),
licensing software known as “Platinum SQL.” Epicor and Transport entered into Group Add-On
Forms dated December 29, 2004 and March 26, 2007.
	 
	 	8.	 	Software License Agreement, between Guardian Software Products Inc. and TECO Barge Line,
dated and executed by Guardian on January 23, 2007, and the related
Software Support Services Agreement, dated and executed by Guardian on January 23, 2007).
	 
	 	9.	 	FuelTrax License and Support Agreement between UOS and Nautical Control Solutions, LP, dated
June 15, 2009.




 









 











Description of Agreement





	 	10.	 	License Program Certificates issued by Computer Associates





	 	 	 	 	 
	Licensee	 	Order Date	 	Software
	TECO Bulk Terminal LLC

	 	11-04-2004
	 	BrightStor ARCserve Backup, CA OLP Solutions Kit
	TECO Transport Corporation

	 	10-11-2006
	 	BrightStor ARCserve Backup
	TECO Transport Corporation

	 	01-18-02007
	 	BrightStor ARCserve Backup Client Agent
	TECO Transport Corporation

	 	01-18-2007
	 	BrightStor ARCserve Backup, BrightStor ARCserve Backup Agent for Microsoft SQL Server
	TECO Transport Corporation

	 	12-06-2005
	 	BrightStor ARCserve Backup, BrightStor ARCserve Backup Agent for Open Files, BrightStor ARCserve Backup Client Agent
	TECO Ocean Shipping, Inc.

	 	02-18-2005
	 	BrightStor ARCserve Backup





Intellectual Property owned by any Obligor that is not generally available for purchase or
license



27. The following registered domain names:





Registered with Godaddy.com:




1. Unitedbargeline.com




2. United-bl.com




3. United-bt.com




4. Unitedbulklogistics.com




5. Unitedbulkterminal.com




6. Unitedinlandservices.com




7. United-mar.com




8. Unitedmaritimegroup.com




9. United-mg.com




10. Unitedoceanservices.com




11. United-os.comS




Registered with Earthlink:




12. Tosship.com








 









 











SCHEDULE IV

to

GENERAL SECURITY AGREEMENT




COMMERCIAL TORT CLAIMS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party	 	 	Current Status	 	 	Damages	 	 	Anticipated Resolution Date	 
	Mel Oliver Oil Spill
	 	Oil Spill Trust Fund/ACL	 	Submitted claim/supports to US Oil Spill Liability Trust Fund	 	$	1,356,274	 	 	 	2/1/2010	 
	- 7/23/08
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Peggy Palmer/Nicole C collision Lower MS River on 9/21/08
	 	Global Martine International	 	Filing Complaint for barge repairs, loss of use.	 	$	10,076,780	 	 	 	2/1/2010	 






 









 






SCHEDULE V

to

GENERAL SECURITY AGREEMENT




RESTRICTIVE AGREEMENTS



	 	 	 
	Entity	 	Agreement
	 

	 	1. Subcharter Agreement dated February 7, 1985 between GATX
Third Aircraft Corporation (successor to Merchants Grain and
Transportation, Inc.) and TECO Towing Company (Expiration November
14, 2010): Potential Lien Against Vessel Income if Vessel Lease
Payments are Delinquent
	 
	 	 
	 

	 	1. Master Bareboat Charter Agreement between U.S. Bancorp
Equipment Finance, Inc. and TECO Barge Line dated April 28, 2006,
as amended (Expiration June 30, 2021; March 31, 2022; March 31,
2023): Potential Lien Against Vessel Income if Vessel Lease
Payments are Delinquent
	 
	 	 
	 

	 	1. Demise Charter between U.S. Bank National Association (successor
to State Street Bank and Trust Company of Connecticut, NA) as
trustee for GTC Connecticut Statutory Trust and TECO Ocean
Shipping, Inc. (f/k/a Gulfcoast Transit Company) dated as of
December 21, 2001, as amended (Expiration December 21, 2013):
	 

	 	Potential Lien Against Vessel Income if Vessel Lease Payments are
Delinquent










 









 









SCHEDULE VI

to

GENERAL SECURITY AGREEMENT




PERMITTED DISPOSITIONS



VESSELS:




	 	 	 	 	 	 	 
	Vessel Name	 	USCG Official Number	 	Vessel Type	 	Documented Owner
	MST 600

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 601

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 605

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 608

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 610 B

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 367

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 617

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 619

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 621

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 622

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)






 









 







	 	 	 	 	 	 	 
	Vessel Name	 	USCG Official Number	 	Vessel Type	 	Documented Owner
	 
	 	 	 	 	 	 
	MST 626

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 627

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 628

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	MST 629

	 	None
	 	Barge-Joined
	 	(Currently Undocumented)
	 
	 	 	 	 	 	 
	ETC 25

	 	None
	 	Barge-Deck
	 	(Out of Service)
	 
	 	 	 	 	 	 
	MST 366

	 	 	 	Barge-Open Hopper Rake
	 	(Out of Service)
	 
	 	 	 	 	 	 
	SJ 156

	 	 	 	Barge-Open Hopper Rake
	 	(Out of Service)