Unassociated Document


    
      Exhibit
10.2

       

      PLEDGE
AND SECURITY AGREEMENT

       

      THIS
PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or
modified from time to time, the “Security
Agreement”) is entered into as of August 31, 2010 by and among U.S.
CONCRETE, INC., a Delaware corporation (the “Company”
and a “Grantor”),
the domestic Subsidiaries of the Company identified on the signature pages
hereto as Grantors (each a “Grantor”,
and collectively with the Company, the “Grantors”),
and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the
“Administrative Agent”)
for the lenders party to the Credit Agreement referred to below.

       

      PRELIMINARY
STATEMENT

       

      The
Grantors, the Administrative Agent and the Lenders are entering into a Credit
Agreement dated as of August 31, 2010 (as it may be amended, restated,
supplemented or modified from time to time, the “Credit
Agreement”).  Each Grantor is entering into this Security
Agreement in order to induce the Lenders to enter into and extend credit to the
Company under the Credit Agreement and to secure the Secured Obligations that
the Grantors have agreed to guarantee pursuant to Article X of the Credit
Agreement.

       

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

       

      ARTICLE
I

       

      DEFINITIONS

       

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

       

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

       

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

       

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

       

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

       

      “As-Extracted
Collateral” shall have the meaning set forth in Article 9 of the
UCC.

       

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

       

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


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

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

       

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

       

      “Collateral
Deposit Account” shall have the meaning set forth in Section 7.1(a).

       

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

       

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

       

      “Commercial
Tort Claims” means the commercial tort claims (as that term is defined in
Article 9 of the UCC), including, without limitation, those commercial tort
claims set forth on Exhibit
J.

       

      “Commodity
Account Control Agreement” means an agreement, in form and substance
reasonably satisfactory to the Administrative Agent, among any Loan Party, a
commodity intermediary holding such Loan Party's assets, including funds and
commodity contracts, and the Administrative Agent with respect to collection and
control of all deposits, commodity contracts and other balances held in a
commodity account maintained by any Loan Party with such commodity
intermediary.

       

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

       

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

       

      “Control
Account” means a Securities Account or Commodity Account that is the
subject of an effective Securities Account Control Agreement or Commodity
Account Control Agreement and that is maintained by any Loan Party with a
securities or commodity intermediary.  “Control Account” includes all
Financial Assets held in a Securities Account or a Commodity Account and all
certificates and instruments, if any, representing or evidencing the Financial
Assets contained therein.

       

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


      
        
           


        

        
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      “Default”
means any event or condition which constitutes an Event of Default or which upon
notice, lapse of grace period or both would, unless cured or waived, become an
Event of Default.

       

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

       

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

       

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

       

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

       

      “Event of
Default” has the meaning assigned to such term in the Credit
Agreement.

       

      “Excluded
Deposit Accounts” means (i) the Permitted Utility Deposit Account, (ii)
payroll, withholding tax and other accounts for which the funds on deposit
therein pertain to Liens permitted under clause (c) of the definition of
“Customary Permitted Liens” in the Credit Agreement (provided that neither the
Company nor any such Subsidiary may maintain funds in any such account in excess
of amounts which are actually accrued (or in the case of fiduciary accounts,
otherwise required to be maintained therein) to its employees or the relevant
Governmental Authority or other beneficiary of such account) and (iii) other
deposit accounts (the “Other Excluded Deposit
Accounts”) so long as the following conditions are satisfied: (1) all
deposits into and balances maintained in the Other Excluded Deposit Accounts
shall be in the ordinary course of business and (2) to the extent the aggregate
balances in all Other Excluded Deposit Accounts at any time exceed $300,000 for
a period of longer than 3 Business Days the Company shall, or shall cause the
relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to,
within 3 Business Days, be transferred to a Deposit Account subject to a Deposit
Account Control Agreement or (B) cause one or more Other Excluded Deposit
Accounts to become subject to a Deposit Account Control Agreement so that, after
giving effect to the actions in clauses (A) and/or (B) the aggregate balance on
deposit in all Other Excluded Deposit Accounts shall not at any time exceed
$300,000 for a period longer than 3 Business Days.


      
        
           


        

        
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      “Excluded
Property” means, collectively, (i) Stock of the Excluded Joint Venture,
(ii) any property to the extent that such grant of a security interest is
prohibited by any Requirement of Law of a Governmental Authority, requires a
consent not obtained of any Governmental Authority pursuant to such Requirement
of Law or is prohibited by, or constitutes a breach or default under or results
in the termination of or gives rise to a right on the part of the parties
thereto other than the Company and its Subsidiaries to terminate (or materially
modify) or requires any consent not obtained under, any contract, license,
agreement, instrument or other document evidencing or giving rise to such
property or, in the case of any Investment Property, pledged stock or pledged
note or any applicable shareholder or similar agreement, except to the extent
that such Requirement of Law or the term in such contract, license, agreement,
instrument or other document or shareholder or similar agreement providing for
such prohibition, breach, default or right of termination or modification or
requiring such consent is ineffective under the UCC or other applicable law;
(iii) Equipment owned by any Grantor that is subject to a purchase money Lien or
a Capital Lease permitted pursuant to the terms of the Credit Agreement, but
only for so long as the contract or other agreement in which such Lien is
granted (or in the documentation providing for such Capital Lease) prohibits or
requires the consent of any Person other than the Borrower and its Affiliates as
a condition to the creation of any other Lien on such Equipment and only to the
extent such prohibition or requirement is not rendered unenforceable or
otherwise deemed ineffective by the UCC or any other Requirement of Law, (iv)
any Trademark application filed on an "intent-to-use" basis, prior to the filing
and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham
Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act
with respect thereto, provided that any such
Trademark application shall automatically be included in the Collateral upon the
filing of acceptable evidence of use of such Trademark, (v) any Equity
Interests of any Foreign Subsidiary in excess of 66% of the outstanding voting
Equity Interests of such Foreign Subsidiary, (vi) any assets other than Rolling
Stock Collateral the perfection of which would require notion of a lien on a
certificate of title, (vii) any Real Property owned or leased by a Grantor
(other than that constituting As-Extracted Collateral) and (viii) any Equity
Interests which would require separate financial statements for a Subsidiary of
the Company to be filed with the United States Securities and Exchange
Commission (or any successor federal agency) pursuant to Rule 3-16 of
Regulation S-X (or any successor law or regulation), as in effect from time
to time; provided,
however, “Excluded
Property” shall (a) not include any proceeds, substitutions or replacements of
Excluded Property (unless such proceeds, substitutions or replacements would
constitute Excluded Property) and (b) with respect to the exclusions set forth
in clause (ii) above, not be construed to limit, impair or otherwise affect the
Administrative Agent’s continuing security interests in any Grantor’s rights to
or interests of any Grantor in (x) monies due or to become due under any such
contract, license, agreement, instrument or other document (to the extent not
prohibited by such contract, license, agreement, instrument or other document
and applicable law), or (y) any proceeds from the sale, license, lease or other
disposition of any such contract, license, agreement, instrument or other
document.

       

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

       

      “Financial
Asset” has the meaning given to such term in the UCC.

       

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

       

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

       

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

       

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

       

      “Intellectual
Property” means, collectively, all rights, priorities and privileges of
any Grantor relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including Copyrights,
Licenses, Patents, Trademarks, trade secrets and Internet domain names, and all
rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages
therefrom.


      
        
           


        

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

       

      “Intercreditor
Agreement” means that certain Intercreditor Agreement by and among the
Administrative Agent, the Notes Agent and the Grantors dated as of August 31,
2010 (as amended, restated, supplemented or modified from time to
time).

       

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

       

      “Investment
Property” shall have the meaning set forth in Article 9 of the UCC and
shall include all Equity Interests in Subsidiaries regardless of whether such
Equity Interests are classified as “Investment Property” in Article 9 of the
UCC.

       

      “Lenders”
means the lenders party to the Credit Agreement and their successors and
permitted assigns.

       

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

       

      “Licenses”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to (a) any and all licensing agreements or similar arrangements
in and to its Patents, Copyrights, or Trademarks, and (b) all rights to sue for
past, present, and future breaches thereof.

       

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

       

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

       

      “Patents”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to:  (a) any and all patents and patent applications;
(b) all inventions and improvements described and claimed therein; (c) all
reissues, divisions, continuations, extensions, and continuations-in-part
thereof; (d) all rights to sue for past, present, and future infringements
thereof; and (e) all rights corresponding to any of the foregoing throughout the
world.

       

      “Permitted
Utility Deposit Account” means any Deposit Accounts held by the Company
or any of its Subsidiaries that is funded in connection with a deposit provided
to any utility company as a result of the bankruptcy proceedings, provided that
the aggregate balance on deposit in all Permitted Utility Deposit Accounts shall
not at any time exceed $500,000.

       

      “Pledged
Collateral” means all Instruments, Securities and other Investment
Property of the Grantors, whether or not physically delivered to the
Administrative Agent pursuant to this Security Agreement.

       

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


      
        
           


        

        
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      “Required
Secured Parties” means (a) prior to an acceleration of the Obligations
under the Credit Agreement, the Required Lenders, (b) after an acceleration of
the Obligations under the Credit Agreement but prior to the date upon which the
Credit Agreement has terminated by its terms and all of the obligations
thereunder have been paid in full, Lenders holding in the aggregate at least a
majority of the total of the Aggregate Credit Exposure, and (c) after the Credit
Agreement has terminated by its terms and all of the Obligations thereunder have
been paid in full (whether or not the Obligations under the Credit Agreement
were ever accelerated), Lenders holding in the aggregate at least a majority of
the aggregate net early termination payments and all other amounts then due and
unpaid from any Grantor to the Lenders or their Affiliates under Swap
Agreements, as determined by the Administrative Agent in its reasonable
discretion.

       

      “Rolling
Stock Collateral” means all Trucks owned by the Grantors other than any
Trucks subject to a Lien permitted by Section 6.02(d) of the Credit
Agreement.

       

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

       

      “Securities
Account Control Agreement” means an agreement, in form and substance
reasonably satisfactory to the Administrative Agent, among any Loan Party, a
securities intermediary holding such Loan Party's assets, including funds and
securities, and the Administrative Agent with respect to collection and control
of all deposits, securities and other balances held in a securities account
maintained by any Loan Party with such securities intermediary.

       

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

       

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

       

      “Stock
Rights” means all dividends, instruments or other distributions and any
other right or property which the Grantors shall receive or shall become
entitled to receive for any reason whatsoever with respect to, in substitution
for or in exchange for any Equity Interest constituting Collateral, any right to
receive an Equity Interest and any right to receive earnings, in which the
Grantors now have or hereafter acquire any right, issued by an issuer of such
Equity Interest.

       

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

       

      “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 renewals of the foregoing; (c) 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
(d) all rights corresponding to any of the foregoing throughout the
world.

       

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


      
        
           


        

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

       

      1.4           Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation.”  The word “will” shall be construed to have the same
meaning and effect as the word “shall.”  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, amended and restated,
supplemented or otherwise modified, renewed, extended, replaced or refinanced,
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s permitted successors and assigns and, in the case of any
Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all of the functions thereof, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights, (f) all references to “knowledge” of any Loan
Party means the actual knowledge of a Responsible Officer, (g) references to any
law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law (including by
succession of comparable successor laws).

       

      1.5           Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to Central time (daylight or standard, as
applicable).

       

      1.6           Timing of Payment of
Performance.  When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or
performance required on a day which is not a Business Day, the date of such
payment or performance shall extend to the immediately succeeding Business
Day.

       

      1.7           Certifications.  All
certifications to be made hereunder by an officer or representative of a Loan
Party shall be made by such person in his or her capacity solely as an officer
or a representative of such Loan Party, on such Loan Party’s behalf and not in
such Person’s individual capacity.


      
        
           


        

        
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      ARTICLE
II

       

      GRANT OF SECURITY
INTEREST

       

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

       

      (a)          all
Accounts;

       

      (b)          all
Chattel Paper;

       

      (c)          all
Documents;

       

      (d)          all
Equipment (including all Trucks);

       

      (e)          all
Fixtures;

       

      (f)           all
General Intangibles;

       

      (g)          all
Goods;

       

      (h)          all
Instruments;

       

      (i)           all
Intellectual Property;

       

      (j)           all
Inventory (including As-Extracted Collateral);

       

      (k)          all
Investment Property;

       

      (l)           all
cash or cash equivalents;

       

      (m)         all
letters of credit, Letter-of-Credit Rights and Supporting
Obligations;

       

      (n)          all
Deposit Accounts with any bank or other financial institution;

       

      (o)          all
Commodity Accounts;

       

      (p)          all
Securities Accounts;

       

      (q)          all
Commercial Tort Claims;

       

      (r)           all
As-Extracted Collateral;


      
        
           


        

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

       

      to secure
the prompt and complete payment and performance of the Secured Obligations;
provided, however, that
“Collateral”
(and each defined term used in the definition of Collateral) shall not include
any Excluded Property; and provided, further, that if and when any
property shall cease to be Excluded Property, such property shall be deemed at
all times from and after such date to constitute Collateral.

      


      ARTICLE
III

       

      REPRESENTATIONS AND
WARRANTIES

       

      Each
Grantor represents and warrants to the Administrative Agent and the Secured
Parties that:

       

      3.1         Title, Perfection and
Priority.  Such Grantor has good and valid rights in or the
power to transfer the Collateral and title to the Collateral with respect to
which it has purported to grant a security interest hereunder, free and clear of
all Liens except for Liens permitted under Section 4.1(e), and has full
organizational power and authority to grant to the Administrative Agent the
security interest in such Collateral pursuant hereto.  When financing
statements have been filed in the appropriate offices against such Grantor in
the locations listed on Exhibit H and this
Security Agreement (or other short form security agreement) has been filed in
the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, and the payment of all filing and recordation fees
associated therewith, the Administrative Agent will, except as set forth in and
subject to the terms, conditions and provisions of the Intercreditor Agreement,
have a fully perfected first priority security interest in that Collateral of
the Grantor in which a security interest may be perfected by filing, subject
only to Liens permitted under Section 4.1(e); provided,
however, that additional filings may be necessary to perfect the Administrative
Agent’s security interest in any Intellectual Property acquired after the date
hereof.  Notwithstanding the foregoing, nothing in this Security
Agreement shall require any Grantor to make any filings or take any actions to
record or perfect the Administrative Agent’s security interest in any
Intellectual Property outside the United States.

       

      3.2         Type and Jurisdiction of
Organization, Organizational and Identification Numbers.  The
type of entity of such Grantor, its state of organization, the organizational
number issued to it by its state of organization and its federal employer
identification number as of the Effective Date are set forth on Exhibit
A.

       

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


      
        
           


        

        
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      3.4     
    Collateral
Locations.  All of such Grantor’s locations where tangible
Collateral is located as of the Effective Date are listed on Exhibit A other than
(a) Inventory and Equipment in transit, (b) Equipment out for repair or
refurbishment, (c) Inventory and Equipment maintained at a customer
location, and (d) Inventory and Equipment in the possession of employees or
Subsidiaries in the ordinary course of business).  As of the Effective
Date, all of said locations are owned by such Grantor except for locations (i)
which are leased by the Grantor as lessee or sublessee and designated in Annex A of Exhibit A and (ii) at
which Inventory is held in a public warehouse or is otherwise held by a bailee
or on consignment as designated in Annex A of Exhibit
A.

       

      3.5          Deposit Accounts, Commodity
Accounts and Securities Accounts.  All of such Grantor's
Deposit Accounts, Commodity Accounts and Securities Accounts as of the Effective
Date are listed on Exhibit B.

       

      3.6     
    Exact
Names.  Such Grantor’s name in which it has executed this
Security Agreement is the exact name as it appears in such Grantor’s
organizational documents, as amended, as filed with such Grantor’s jurisdiction
of organization.  Except as set forth on Exhibit A, as of the
Effective Date, such Grantor has not, during the past five years, been known by
or used any other legal name, or currently is not known by or does not use any
other corporate or fictitious name.

       

      3.7     
    Letter-of-Credit Rights and
Chattel Paper.  Exhibit C lists all
Letter-of-Credit Rights and Chattel Paper valued individually in excess of
$100,000 of such Grantor as of the Effective Date.  All action by such
Grantor necessary to protect and perfect the Administrative Agent’s Lien on each
item listed on Exhibit
C (including the delivery of all originals and the placement of a legend
on all Chattel Paper as required hereunder) has been duly taken to the extent
requested by the Administrative Agent.  Upon taking of all such
actions, the Administrative Agent will have a fully perfected first priority
security interest in the Collateral listed on Exhibit C, subject
only to Liens permitted under Section 4.1(e).

       

      3.8     
    Accounts and Chattel
Paper.

       

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


      
        
           


        

        
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      (b)           With
respect to its Accounts, except as specifically disclosed on the most recent
Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts
represent bona fide sales of Inventory or rendering of services to Account
Debtors in the ordinary course of such Grantor’s business and are not evidenced
by a judgment, Instrument or Chattel Paper; (iii) to such Grantor’s knowledge,
there are no setoffs, claims or disputes existing or asserted against such
Grantor with respect thereto and such Grantor has not made any agreement with
any Account Debtor for any extension of time for the payment thereof, any
compromise or settlement for less than the full amount thereof, any release of
any Account Debtor from liability therefor, or any deduction therefrom except a
discount or allowance allowed by such Grantor in the ordinary course of its
business for prompt payment and disclosed to the Administrative Agent; (iv) to
such Grantor’s knowledge, there are no facts, events or occurrences which in any
way impair the validity or enforceability thereof or could reasonably be
expected to reduce the amount payable thereunder as shown on such Grantor’s
books and records and any invoices, statements and Collateral Reports with
respect thereto; (v) such Grantor has not received any written notice of
bankruptcy proceedings or actions which are threatened or pending against any
Account Debtor; and (vi) such Grantor has no knowledge that any Account Debtor
is unable generally to pay its debts as they become due.

       

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

       

      3.9         Inventory.  With
respect to any of its Inventory scheduled or listed on the most recent
Collateral Report, (a) such Inventory (other than Inventory (i) in transit, (ii)
maintained at a customer location and (iii) in the possession of employees or
Subsidiaries in the ordinary course of business) is located at one of such
Grantor’s locations set forth on Exhibit A, (b) no
Inventory (other than Inventory (i) in transit, (ii) maintained at a customer
location and (iii) in the possession of employees or Subsidiaries in the
ordinary course of business) is now, or shall at any time or times hereafter be
stored at any other location except as permitted by Section 4.1(g), (c) such
Grantor has good and merchantable title to such Inventory and such Inventory is
not subject to any Lien or security interest or document whatsoever except for
the Lien granted to the Administrative Agent, for the benefit of the
Administrative Agent and the Secured Parties, and except for Liens permitted by
Section 4.1(e), (d) such
Inventory is Eligible Inventory of good and merchantable quality, free from any
defects, (e) such Inventory is not subject to any licensing, patent, royalty,
trademark, trade name or copyright agreements with any third parties which would
require any consent of any third party upon sale or disposition of that
Inventory or the payment of any monies to such third parties pursuant to such
agreements upon such sale or other disposition, (f) such Inventory has been
produced in accordance with the Federal Fair Labor Standards Act of 1938, as
amended, and all rules, regulations and orders thereunder and (g) the completion
of manufacture, sale or other disposition of such Inventory by the
Administrative Agent following an Event of Default shall not require the consent
of any Person (other than consents applicable to Administrative Agent generally
and not as a result of this Agreement, landlord consents to the extent not
otherwise obtained and any consents applicable under the Intercreditor
Agreement) and shall not constitute a breach or default under any contract or
agreement to which such Grantor is a party or to which such property is
subject.


      
        
           


        

        
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      3.10       Intellectual Property
As of the Effective Date, such Grantor does not own any Patents, patent
applications, trademark applications or registrations or copyright registrations
except as set forth in Exhibit
D.  This Security Agreement is effective to create a valid and
continuing Lien and, upon filing of appropriate financing statements in the
offices listed on Exhibit H and this
Security Agreement (or other short form security agreement) with the United
States Copyright Office and the United States Patent and Trademark Office, and
the payment of all filing and recordation fees associated therewith, fully
perfected and, subject only to the prior Lien of the Notes Agent and the Liens
permitted by Section
4.1(e),
second priority security interests in favor of the Administrative Agent on such
Grantor’s Patents, Trademarks and Copyrights; provided that additional filings
may be necessary to perfect the Administrative Agent’s security interest in any
Intellectual Property acquired after the date hereof; except as set forth in the
terms, conditions and provisions of the Intercreditor Agreement, such perfected
security interests are enforceable (subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law) as such as against any and all
creditors of and purchasers from such Grantor; and (subject to the
qualifications set forth in Section 3.1 and this
Section 3.10)
all action necessary to protect and perfect the Administrative Agent’s Lien on
such Grantor’s Patents, Trademarks or Copyrights shall have been duly
taken.  Notwithstanding the foregoing, nothing in this Security
Agreement shall require any Grantor to make any filings or take any actions to
record or perfect the Administrative Agent’s security interest in any
Intellectual Property outside the United States.

       

      3.11       Filing
Requirements.  As of the Effective Date, all Rolling Stock
Collateral is described on Part I of Exhibit
E.  As of the Effective Date, none of the Collateral owned by
it is of a type for which security interests or liens may be perfected by filing
under any federal statute except for Patents, Trademarks and Copyrights held by
such Grantor and described in Exhibit
D.  The legal description, county and street address of each
property on which any Inventory constituting As-Extracted Collateral as of the
Effective Date are located is set forth in Exhibit F together
with the name and address of the record owner of each such
property.

       

      3.12       No Financing Statements,
Security Agreements.  No financing statement or security
agreement describing all or any portion of the Collateral which has not lapsed
or been terminated naming such Grantor as debtor has been filed or is of record
in any jurisdiction except (a) for financing statements or security agreements
naming the Administrative Agent on behalf of the Secured Parties as the secured
party, (b) as to which a duly authorized termination statement relating to such
financing statement or other instrument has been delivered to the Administrative
Agent on the Effective Date and (c) as permitted by Section 4.1(e).

       

      
        
          
          

        

        
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      3.13       Pledged
Collateral.


      (a)           Exhibit G sets forth
a complete and accurate list of all Pledged Collateral which constitute Equity
Interests owned by such Grantor or which represent Indebtedness owed to such
Grantor.  Such Grantor is the direct, sole beneficial owner and sole
holder of record of the Pledged Collateral listed on Exhibit G as being
owned by it, free and clear of any Liens, except for Liens permitted by Section 4.1(e).  Such
Grantor further represents and warrants that (i) all Pledged Collateral owned by
it constituting an Equity Interest has been (to the extent such concepts are
relevant with respect to such Pledged Collateral) duly authorized, validly
issued, are fully paid and non-assessable, (ii) with respect to any certificates
delivered to the Administrative Agent or the Notes Agent representing an Equity
Interest, either such certificates are Securities as defined in Article 8 of the
UCC as a result of actions by the issuer or otherwise, or, if such certificates
are not Securities, such Grantor has so informed the Administrative Agent or the
Notes Agent (as applicable) so that it may take steps to perfect its security
interest therein as a General Intangible, (iii) all such Pledged Collateral held
by a securities intermediary is covered by a control agreement among such
Grantor, the securities intermediary and the Administrative Agent pursuant to
which the Administrative Agent has Control (subject to the terms, conditions and
provisions of the Intercreditor Agreement) and (iv) to such Grantor’s knowledge
and except as otherwise disclosed to the Administrative Agent, all Pledged
Collateral which represents Indebtedness owed to such Grantor has been duly
authorized, authenticated or issued and delivered by the issuer of such
Indebtedness, is the legal, valid and binding obligation of such issuer and such
issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law) is not in default thereunder; provided that, with regard to
clause (iii) above, the Company may maintain a Securities Account with
Merrill Lynch which is not a Control Account for the sole purpose of depositing
therein deferred compensation payments on behalf of its employees and officer’s
in accordance with the Company’s existing incentive plan for which accounts are
maintained at Merrill Lynch (or any of its Affiliates) (the “Merrill
Lynch Account”); provided further that the aggregate amount from time to
time on deposit therein shall not exceed and amount equal to (x) $500,000 minus
all distributions or withdrawals made from the Merrill Lynch Account on or after
the Effective Date plus (y) the amount, if any, earned on the amounts on deposit
in the Merrill Lynch Account.

       

      (b)           Except
as set forth on Exhibit G as of the
Effective Date, (i) none of the Pledged Collateral owned by it has been issued
or transferred in violation in any material respect of the securities
registration, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject, (ii) there are existing no options,
warrants, calls or commitments of any character whatsoever relating to such
Pledged Collateral and (iii) no consent, approval, authorization, or other
action by, and no giving of notice, filing with, any governmental authority or
any other Person is required for the pledge by such Grantor of such Pledged
Collateral pursuant to this Security Agreement or for the execution, delivery
and performance of this Security Agreement by such Grantor, or for the exercise
by the Administrative Agent of the voting or other rights provided for in this
Security Agreement or for the remedies in respect of the Pledged Collateral
pursuant to this Security Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally, those that have been obtained or made and are in full force and
effect and except as set forth in the terms, conditions and provisions of the
Intercreditor Agreement.

       

      (c)           Except
as set forth in Exhibit G, as of the
Effective Date, such Grantor owns 100% of the issued and outstanding Equity
Interests which constitute Pledged Collateral owned by it and none of the
Pledged Collateral which represents Indebtedness owed to such Grantor (other
than any Intercompany Note) is subordinated in right of payment to other
Indebtedness or subject to the terms of an indenture.


      
        
           


        

        
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      ARTICLE
IV

       

      COVENANTS

       

      From the
date of this Security Agreement, and thereafter until this Security Agreement is
terminated in accordance with Section 8.14, each
Grantor agrees that:

       

      4.1         General.

       

      (a)           Collateral
Records.  Such Grantor will maintain complete and accurate
books and records with respect to the Collateral owned by it.

       

      (b)           Authorization to File
Financing Statements; Ratification.  Such Grantor hereby
authorizes the Administrative Agent to file, and if requested will promptly
deliver to the Administrative Agent, all financing statements and other
documents and take such other actions as may from time to time be requested by
the Administrative Agent in order to maintain a perfected (subject to the
qualifications in Section 3.1) and, except as
set forth in the terms, conditions and provisions of the Intercreditor
Agreement, first priority security interest in and, if applicable, Control of,
the Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e).  Any
financing statement filed by the Administrative Agent may be filed in any filing
office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral
(A) as “all assets” of the Grantor or words of similar effect, regardless of
whether any particular asset comprised in the Collateral falls within the scope
of Article 9 of the UCC or such jurisdiction, or (B) by any other description
which reasonably describes the Collateral, and (ii) contain any other
information required by part 5 of Article 9 of the UCC for the sufficiency or
filing office acceptance of any financing statement or amendment, including (A)
whether such Grantor is an organization, the type of organization and any
organization identification number issued to such Grantor, and (B) in the case
of a financing statement filed as a fixture filing or indicating such Grantor’s
Collateral as As-Extracted Collateral or timber to be cut, a sufficient
description of real property to which the Collateral relates.  Such
Grantor also agrees to furnish any such information to the Administrative Agent
promptly upon its reasonable request therefor.  Such Grantor also
ratifies its authorization for the Administrative Agent to have filed in any UCC
jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.

       

      (c)           Further
Assurances.  Such Grantor will, promptly following the
Administrative Agent’s reasonable request, furnish to the Administrative Agent,
as often as the Administrative Agent requests, statements and schedules further
identifying and describing the Collateral owned by it and such other reports and
information in connection with its Collateral as the Administrative Agent may
reasonably request, all in such detail as the Administrative Agent may
specify.  Such Grantor also agrees to take any and all actions
necessary to defend title to the Collateral against all persons and to defend
the security interest of the Administrative Agent in its Collateral and the
priority thereof against any Lien not expressly permitted
hereunder.

       

      (d)           Disposition of
Collateral.  Such Grantor will not sell, lease or otherwise
dispose of the Collateral owned by it except for dispositions specifically
permitted pursuant to Section 6.05 of the Credit Agreement (or consented to in
writing pursuant to Section 9.02 of the Credit Agreement).


      
        
           


        

        
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      (e)           Liens.  Such
Grantor will not create, incur, or suffer to exist any Lien on the Collateral
owned by it except (i) the security interest created by this Security Agreement,
and(ii) except as otherwise provided herein, other Liens permitted pursuant to
Section 6.02 of the Credit Agreement.

       

      (f)           Other Financing
Statements.  Such Grantor will not authorize the filing of any
financing statement naming it as debtor covering all or any portion of the
Collateral owned by it, except as permitted by Section 4.1(e).  Such
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 the Administrative Agent, subject to such
Grantor’s rights under Section 9-509(d)(2) of the UCC.

       

      (g)           Locations.  Such
Grantor will not maintain any Collateral (other than (i) Inventory and Equipment
in transit, (ii) Equipment out for repair or refurbishment, (iii) Inventory
and Equipment maintained at a customer location, and (iv) Inventory and
Equipment in the possession of employees or Subsidiaries in the ordinary course
of business) owned by it at any location other than those locations listed on
Exhibit A or
otherwise disclosed to the Administrative Agent in accordance with Section 4.15.

       

      4.2         Receivables.

       

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

       

      (b)           Collection of
Receivables.  Except as otherwise provided in this Security
Agreement, such Grantor will do all things commercially reasonable to collect
and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to
such Grantor under the Receivables owned by it.

       

      (c)           Delivery of
Invoices.  Such Grantor will deliver to the Administrative
Agent immediately upon its request duplicate invoices with respect to each
Account owned by it bearing such language of assignment as the Administrative
Agent shall specify.

       

      (d)           Disclosure of Counterclaims
on Accounts.  If (i) any discount, credit or agreement to make
a rebate or to otherwise reduce the amount owing on any Account owned by such
Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute,
setoff, claim, counterclaim or defense exists or has been asserted or threatened
with respect to any such Account, such Grantor will disclose such fact to the
Administrative Agent in the next Collateral Report.  Such Grantor
shall send the Administrative Agent a copy of each credit memorandum in excess
of $100,000 promptly after issuance and knowledge of a Responsible Officer or
principal accounting officer thereof, and such Grantor shall promptly report
each credit memo and each of the facts required to be disclosed to the
Administrative Agent in accordance with this Section 4.2(d) on the
Borrowing Base Certificates submitted by it.


      
        
           


        

        
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      (e)           Electronic Chattel
Paper.  Within three Business Days of obtaining such electronic
chattel paper, such Grantor shall take all steps necessary to grant the
Administrative Agent Control of all electronic chattel paper valued individually
in excess of $100,000 in accordance with the UCC and all “transferable records”
as defined in each of the Uniform Electronic Transactions Act and the Electronic
Signatures in Global and National Commerce Act.

       

      4.3         Inventory and
Equipment.

       

      (a)           Such
Grantor will do all things commercially reasonable to maintain, preserve,
protect and keep its Inventory and the Equipment necessary in the conduct of its
business in good repair and working and saleable condition, except for damaged
or defective goods arising in the ordinary course of such Grantor’s business and
except for ordinary wear and tear and casualty and condemnation in respect of
the Equipment, except where failure to do so could not reasonably be expected to
have a Material Adverse Effect.

       

      (b)           Such
Grantor shall not permit any Equipment to become a fixture with respect to Real
Property or to become an accession with respect to other personal property with
respect to which real or personal property the Administrative Agent does not
have a Lien.

       

      (c)           Titled
Vehicles.  Within 60 days following the acquisition of any
Rolling Stock Collateral, such Grantor will give the Administrative Agent and
the Servicer notice of its acquisition of any Rolling Stock Collateral covered
by a Certificate of Title and deliver to the Administrative Agent or the
Servicer the original of any such Certificate of Title and provide and/or file
all other documents or instruments necessary to have the Lien of the
Administrative Agent noted on any such Certificate of Title or with the
appropriate state office.

       

      4.4         Delivery of Instruments,
Securities, Chattel Paper and Documents.  Except as required to
be delivered to the Notes Agent pursuant to the terms, conditions and provisions
of the Intercreditor Agreement with respect to Securities, such Grantor will (a)
deliver to the Administrative Agent immediately upon execution of this Security
Agreement the originals of all Chattel Paper, Securities and Instruments
individually in excess of $100,000 constituting Collateral owned by it (if any
then exist), (b) hold in trust for the Administrative Agent upon receipt and
within three Business Days thereafter deliver to the Administrative Agent any
such Chattel Paper, Securities and Instruments individually in excess of
$100,000 constituting Collateral, (c) within three Business Days of the
Administrative Agent’s request, deliver to the Administrative Agent (and
thereafter hold in trust for the Administrative Agent upon receipt and
immediately deliver to the Administrative Agent) any Document evidencing or
constituting Collateral and (d) upon the Administrative Agent’s request, deliver
to the Administrative Agent a duly executed amendment to this Security
Agreement, in substantially the form of Exhibit I hereto (the
“Amendment”),
pursuant to which such Grantor will pledge such additional
Collateral.  Such Grantor hereby authorizes the Administrative Agent
to attach each Amendment to this Security Agreement and agrees that all
additional Collateral owned by it set forth in such Amendments shall be
considered to be part of the Collateral.


      
        
           


        

        
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      4.5         Uncertificated Pledged
Collateral.  Subject to the terms, conditions and provisions of
the Intercreditor Agreement, such Grantor will permit the Administrative Agent
from time to time to cause the appropriate issuers (and, if held with a
securities intermediary, such securities intermediary) of uncertificated
securities or other types of Pledged Collateral owned by it not represented by
certificates to mark their books and records with the numbers and face amounts
of all such uncertificated securities or other types of Pledged Collateral not
represented by certificates and all rollovers and replacements therefor to
reflect the Lien of the Administrative Agent granted pursuant to this Security
Agreement. With respect to any Pledged Collateral owned by it, upon the
Administrative Agent’s request, such Grantor will take any actions necessary to
cause (a) the issuers of uncertificated securities which are Pledged Collateral
and (b) any securities intermediary which is the holder of any such Pledged
Collateral (other than the Merrill Lynch Account), to cause the Administrative
Agent to have and retain Control over such Pledged Collateral (subject to the
terms, conditions and provisions of the Intercreditor
Agreement).  Without limiting the foregoing, such Grantor will, with
respect to any such Pledged Collateral held with a securities intermediary
(other than the Merrill Lynch Account), cause such securities intermediary to
enter into a Securities Control Agreement with the Administrative Agent, in form
and substance reasonably satisfactory to the Administrative Agent, giving the
Administrative Agent Control (subject to the terms, conditions and provisions of
the Intercreditor Agreement).

       

      4.6         Pledged
Collateral.

       

      (a)         Changes in Capital Structure
of Issuers.  Except to the extent permitted by the terms of the
Credit Agreement, such Grantor will not (i) permit or allow any Subsidiary, the
Equity Interests of which constitute Pledged Collateral owned by it, to
dissolve, merge, liquidate, retire any of its Equity Interests or other
Instruments or Securities evidencing ownership, reduce its capital, sell or
encumber all or substantially all of its assets (except for Liens permitted
pursuant to Section
4.1(e) and sales of assets permitted pursuant to Section 4.1(d)), or
(ii) vote any such Pledged Collateral in favor of any of the
foregoing.

       

      (b)         Registration of Pledged
Collateral.  Subject to the terms, conditions and provisions of
the Intercreditor Agreement, upon the occurrence and during the continuance
of  an Event of Default, such Grantor will permit any registerable
Pledged Collateral owned by it to be registered in the name of the
Administrative Agent or its nominee at any time at the option of the Required
Secured Parties.

       

      (c)         Exercise of Rights in
Pledged Collateral.

       

      (i)           Without
in any way limiting the foregoing and subject to clause (ii) below, such Grantor
shall have the right to exercise all voting rights or other rights relating to
the Pledged Collateral owned by it for all purposes not in violation of this
Security Agreement, the Credit Agreement, the Intercreditor Agreement or any
other Loan Document; provided
however, that no
vote or other right shall be exercised or action taken for the purpose of
impairing the enforcement rights of the Administrative Agent in respect of such
Pledged Collateral except as may be incidental to actions otherwise permitted
under such documents.


      
        
           


        

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

       

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

       

      (iv)           All
Excluded Payments in respect of any of the Pledged Collateral owned by such
Grantor, whenever paid or made, shall, subject to the terms, conditions and
provisions of the Intercreditor Agreement, upon the occurrence and during the
continuance of an Event of Default, be delivered to the Administrative Agent to
hold as Pledged Collateral and shall, if received by such Grantor, be received
in trust for the benefit of the Administrative Agent, be segregated from the
other property or funds of such Grantor, and, subject to the terms, conditions
and provisions of the Intercreditor Agreement, be forthwith delivered to the
Administrative Agent as Pledged Collateral in the same form as so received (with
any necessary endorsement).

       

      (v)           After
the Administrative Agent acknowledges that all Events of Default have been cured
or waived in accordance with the provisions of the Credit Agreement, and so long
as the Obligations shall not have been accelerated, each Grantor shall have the
right to exercise the voting and other consensual rights and powers that it
would have otherwise been entitled to pursuant to this Section 4.6, and
receive dividends and other distributions it would have been authorized to
receive pursuant to this Section
4.6.  After the Administrative Agent acknowledges that all
Events of Default have been cured or waived in accordance with the provisions of
the Credit Agreement, any dividend or distribution paid to the Administrative
Agent shall upon the request of the Grantors (except to the extent theretofore
applied to the Secured Obligations) promptly be returned to the
Grantors.


      
        
           


        

        
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      4.7         Intellectual
Property.

       

      (a)           Subject
to the terms set forth in the Intercreditor Agreement, such Grantor will use its
commercially reasonable efforts to secure all consents and approvals necessary
or appropriate for the assignment to or benefit of the Administrative Agent of
any License held by such Grantor and to enforce the security interests granted
hereunder.

       

      (b)           Such
Grantor shall notify the Administrative Agent immediately if it knows that any
application or registration for any material Patent, Trademark or Copyright (now
or hereafter existing) owned by such Grantor may become abandoned (except for
Patents, Trademarks or Copyrights expiring at the end of their statutory terms),
or of any adverse determination in any proceeding (other than office actions
issued in the ordinary course of prosecution of any patent application or
application to register any other Intellectual Property) against such Grantor
regarding such Grantor’s ownership of any material Patent, Trademark or
Copyright, its right to register the same, or to keep and maintain the
same, in each case, to the extent the same could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

       

      (c)           If
such Grantor, either directly or through any agent, employee, licensee or
designee, file an application for the registration of any Patent, Trademark or
Copyright with the United States Patent and Trademark Office or the United
States Copyright Office, such Grantor shall give the Administrative Agent
written notice thereof concurrently with the delivery of a Compliance
Certificate under the Credit Agreement, and, upon request of the Administrative
Agent, such Grantor shall execute and deliver any and all security agreements as
the Administrative Agent may request to evidence the Administrative Agent’s
security interest on such Patent, Trademark or Copyright.

       

      (d)           Except
as determined by such Grantor in its reasonable business judgment (exercised in
good faith), such Grantor shall take all actions that are necessary or requested
by the Administrative Agent to pursue each application (and to obtain the
relevant registration) and to maintain the validity and enforceability of each
registration of its material Patents, Trademarks and Copyrights (now or
hereafter existing) owned by such Grantor.

       

      (e)           Such
Grantor shall, unless it shall reasonably determine that such Patent, Trademark
or Copyright is not material to the conduct of its business or operations, take
all actions deemed appropriate under the circumstances in the exercise of its
reasonable business judgment (exercised in good faith) to protect such Patent,
Trademark or Copyright owned by such Grantor, including if appropriate under the
circumstances bringing suit and recovering all damages therefor.  In
the event that such Grantor institutes suit because any of its Patents,
Trademarks or Copyrights constituting Collateral is infringed upon, or
misappropriated or diluted by a third party, such Grantor shall comply with
Section 4.8.

       

      4.8         Commercial Tort
Claims.  Such Grantor shall promptly, and in any event within
three Business Days after a Responsible Officer of such Grantor has actual
knowledge of such commercial tort claim, notify the Administrative Agent of any
commercial tort claim (as defined in the UCC) individually in excess of $100,000
acquired by it and, unless the Administrative Agent otherwise consents, such
Grantor shall enter into an amendment to this Security Agreement, substantially
in the form of Exhibit
I hereto, granting to Administrative Agent a first priority security
interest (subject to Liens permitted by Section 4.1(e)) in such
commercial tort claim.

       


      
        
           


        

        
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      4.9         Letter-of-Credit
Rights.  If such Grantor is or becomes the beneficiary of a
letter of credit, having a face or stated amount individually in excess of
$100,000, it shall promptly, and in any event within three Business Days after
becoming a beneficiary, notify the Administrative Agent thereof and use
commercially reasonable efforts to cause the issuer and/or confirmation bank to
(a) consent to the assignment of any Letter-of-Credit Rights to the
Administrative Agent and (b) agree to direct all payments thereunder to a
Deposit Account at the Administrative Agent or subject to a Deposit Account
Control Agreement for application to the Secured Obligations, in accordance with
Section 2.18 of the Credit Agreement, all in form and substance reasonably
satisfactory to the Administrative Agent.

       

      4.10       Federal, State or Municipal
Claims.  Such Grantor will promptly notify the Administrative
Agent upon obtaining knowledge of any Collateral with a value in excess of
$100,000 which constitutes a claim against the United States government or any
state or local government or any instrumentality or agency thereof, the
assignment of which claim is restricted by federal, state or municipal
law.

       

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

       

      4.12       Insurance.  (a)
In the event any Collateral is located in any area that has been designated by
the Federal Emergency Management Agency as a “Special Flood Hazard Area”, such
Grantor shall purchase and maintain flood insurance on such Collateral
(including any personal property which is located on any real property leased by
such Loan Party within a “Special
Flood Hazard Area”).  The amount of flood insurance required by
this Section shall be the amount maintained by the Grantors on the Effective
Date or such other amount as the Administrative Agent may reasonably
request.

       

      (b)           All
insurance policies required hereunder and under Section 5.09 of the Credit
Agreement shall name the Administrative Agent (for the benefit of the
Administrative Agent and the Lenders) as an additional insured or as loss payee,
as applicable, and shall contain loss payable clauses or mortgagee clauses,
through endorsements in form and substance satisfactory to the Administrative
Agent, which provide that:  (i) subject to the terms, conditions and
provisions of the Intercreditor Agreement, all proceeds thereunder with respect
to any Collateral shall be payable to the Administrative Agent; (ii) no such
insurance shall be affected by any act or neglect of the insured or owner of the
property described in such policy; and (iii) such policy and loss payable or
mortgagee clauses may be canceled, amended, or terminated only upon at least
thirty days prior written notice (ten days in the case of non-payment of
premium) given to the Administrative Agent.


      
        
           


        

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

       

      4.13       Collateral Access
Agreements.  Such Grantor shall use commercially reasonable
efforts for a period not to exceed 90 days to obtain a Collateral Access
Agreement, from the lessor of each leased property, mortgagee of owned property
or bailee or consignee with respect to any warehouse, processor or converter
facility or other location (other than any worksite or customer location) where
Collateral is stored or located, which agreement or letter shall provide access
rights, contain a waiver or subordination of all Liens or claims that the
landlord, mortgagee, bailee or consignee may assert against the Collateral at
that location, and shall otherwise be reasonably satisfactory in form and
substance to the Administrative Agent.  With respect to such locations
or warehouse space leased as of the Closing Date and thereafter, if the
Administrative Agent has not received a Collateral Access Agreement as of the
Effective Date (or, if later, as of the date such location is acquired or
leased), Borrower’s Eligible Inventory at that location shall be subject to
Reserves established by the Administrative Agent in accordance with the terms of
the Credit Agreement.  After the Closing Date, no real property or
warehouse space shall be leased by such Grantor and no Inventory shall be
shipped to a processor or converter under arrangements established after the
Closing Date, unless and until a satisfactory Collateral Access Agreement shall
first have been obtained with respect to such location and if it has not been
obtained, Borrower’s Eligible Inventory at that location shall be subject to the
establishment of Reserves in accordance with the terms of the Credit
Agreement.  Such Grantor shall timely and fully pay and perform its
obligations under all leases and other agreements (subject to any grace periods
therein) with respect to each leased location or third party warehouse where any
Collateral with a value exceeding $250,000 is or may be located.

       

      4.14       Control
Agreements.  Such Grantor will provide to the Administrative
Agent upon the Administrative Agent’s request, (a) a Commodity Account Control
Agreement duly executed on behalf of each commodities intermediary holding a
Commodity Account of such Grantor as set forth in the Security Agreement, (b) a
Securities Account Control Agreement duly executed on behalf of each securities
intermediary holding a Securities Account (other than the Merrill Lynch Account)
of such Grantor as set forth in the Security Agreement and (c) a Deposit Account
Control Agreement duly executed on behalf of each financial institution holding
a Deposit Account (other than an Excluded Deposit Account) of such Grantor;
provided that, the
Administrative Agent may, in its Permitted Discretion, defer delivery of any
such control agreement, establish a Reserve in accordance with the terms of the
Credit Agreement with respect to any Deposit Account, Commodity Account or
Securities Account for which the Administrative Agent has not received such a
control agreement, and require such Grantor to open and maintain a new Deposit
Account, Commodity Account or Securities Account with a financial institution
subject to a control agreement.


      
        
           


        

        
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      4.15       Change of Name or Location;
Change of Fiscal Year.  Such Grantor shall not change its chief
executive office, principal place of business, mailing address, corporate
offices or warehouses or locations at which Collateral is held or stored, or the
location of its records concerning the Collateral as set forth in the Security
Agreement unless the Administrative Agent shall have received at least 15 days
prior written notice of such change; provided, that any new
location shall be in the continental U.S.  Such grantor shall not (a)
change its name as it appears in official filings in the state of its
incorporation or organization, (b) change the type of entity that it is, (c)
change its organization identification number, if any, issued by its state of
incorporation or other organization, or (d) change its state of incorporation or
organization, in each case, unless the Administrative Agent shall have received
at least 15 days prior written notice of such change.

       

      4.16       New
Subsidiaries.  Pursuant to Section 5.13 of the Credit
Agreement, any new direct or indirect domestic Subsidiary (whether by
acquisition, creation or designation) of a Loan Party is required to enter into
this Security Agreement by executing and delivering in favor of the
Administrative Agent an instrument in the form of Annex
I.  Upon the execution and delivery of Annex I by such new
domestic Subsidiary, such domestic Subsidiary shall become a Grantor hereunder
with the same force and effect as if originally named as a Grantor
herein.  The execution and delivery of any instrument adding an
additional Grantor as a party to this Agreement shall not require the consent of
any other Grantor under this Agreement.  The rights and obligations of
each Grantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Grantor hereunder.

       

      ARTICLE
V

       

      EVENTS OF DEFAULT AND
REMEDIES

       

      5.1   
     Remedies.

       

      (a)          Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent may, subject to the terms, conditions and provisions of the
Credit Agreement and the Intercreditor Agreement, exercise any or all of the
following rights and remedies:

       

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

       

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

       

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


      
        
           


        

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

       

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

       

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

       

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

       

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

       

      (e)           If,
after the Credit Agreement has terminated by its terms and all of the
Obligations have been paid in full, there remain Swap Obligations outstanding,
the Required Secured Parties may exercise the remedies provided in this Section 5.1 upon the
occurrence of any event which would allow or require the termination or
acceleration of any Swap Obligations pursuant to the terms of the Swap
Agreement.

       

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


      
        
           


        

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

       

      5.2         Grantor’s Obligations Upon
Default.  Upon the request of the Administrative Agent after
the occurrence and during the continuance of an Event of Default, subject to the
terms, conditions and provisions of the Intercreditor Agreement, each Grantor
will:

       

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

       

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

       

      (c)           furnish
to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish
to the Administrative Agent, any information regarding the Pledged Collateral in
such detail as the Administrative Agent may specify; and

       

      (d)        
  at its own expense, cause the independent certified public
accountants then engaged by each Grantor to prepare and deliver to the
Administrative Agent and each Lender, at any time, and from time to time,
promptly upon the Administrative Agent’s request, the following reports with
respect to the applicable Grantor:  (i) a reconciliation of all
Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test
verification of such Accounts.


      
        
           


        

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

       

      5.4         Waivers.  Each
Grantor hereby waives any and all rights that it may otherwise have (whether any
such right is contractual or exists pursuant to the articles of incorporation or
bylaws of any relevant entity or under applicable law) that would interfere with
this Agreement or the exercise by the Administrative Agent of any rights or
remedies granted to it pursuant to this Agreement.  Without limiting
the generality of the foregoing, (a) U.S. Concrete, Inc. and Beall Industries,
Inc. hereby waive any transfer restriction on the stock of Beall Industries,
Inc., including, without limitation, any right of first refusal or right of
first offer set forth in Section 6.10 of the Bylaws of Beall Industries, Inc.,
(b) U.S. Concrete, Inc. and Central Precast Concrete, Inc. hereby waive any
transfer restriction on the stock of Central Precast Concrete, Inc., including,
without limitation, any right of first refusal or right of first offer set forth
in Section 4 of the Articles of Incorporation of Central Precast Concrete, Inc.,
and (c) U.S. Concrete, Inc. and Superior Holdings, Inc. hereby waive any
transfer restriction on the stock of Superior Holdings, Inc., including, without
limitation, any right of first refusal or right of first offer set forth in
Article V of the Articles of Incorporation of Superior Holdings,
Inc.

       

      ARTICLE
VI

       

      ACCOUNT VERIFICATION;
ATTORNEY IN FACT; PROXY

       

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

       

      
        
          
          

        

        
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      6.2         Authorization for Secured
Party to Take Certain Action.


      (a)           Each
Grantor irrevocably authorizes the Administrative Agent at any time and from
time to time in the sole discretion of the Administrative Agent and appoints the
Administrative Agent as its attorney in fact, subject to clause (b) of this Section 6.2 (i) to
execute on behalf of such Grantor as debtor and to file financing statements
necessary or desirable in the Administrative Agent’s sole discretion to perfect
(subject to the qualifications with respect to Intellectual Property set forth
in Section
3.1) and
to maintain the perfection and priority of the Administrative Agent’s security
interest in the Collateral, (ii) to endorse and collect any cash proceeds of the
Collateral, (iii) to file a carbon, photographic or other reproduction of this
Security Agreement or any financing statement with respect to the Collateral as
a financing statement and to file any other financing statement or amendment of
a financing statement (which does not add new collateral or add a debtor) in
such offices as the Administrative Agent in its sole discretion deems necessary
or desirable to perfect (subject to the qualifications with respect to
Intellectual Property set forth in Section 3.1) and to maintain
the perfection and priority of the Administrative Agent’s security interest in
the Collateral, (iv) to contact and enter into one or more agreements with the
issuers of uncertificated securities which are Pledged Collateral or with
securities intermediaries holding Pledged Collateral as may be necessary or
advisable to give the Administrative Agent Control over such Pledged Collateral,
subject to the terms set forth in the Intercreditor Agreement, (v) to apply the
proceeds of any Collateral received by the Administrative Agent to the Secured
Obligations as provided in Section 7.3, (vi) upon five
days’ prior notice, to discharge past due taxes, assessments, charges, fees or
Liens on the Collateral (except for such Liens as are specifically permitted
hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand
payment or enforce payment of the Receivables in the name of the Administrative
Agent or such Grantor and to endorse any and all checks, drafts, and other
instruments for the payment of money relating to the Receivables, (ix) to sign
such Grantor’s name on any invoice or bill of lading relating to the
Receivables, drafts against any Account Debtor of the Grantor, assignments and
verifications of Receivables, (x) to exercise all of such Grantor’s rights and
remedies with respect to the collection of the Receivables and any other
Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables,
(xii) to settle, adjust or compromise any legal proceedings brought to collect
Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of
claim in bankruptcy or similar document against any Account Debtor of such
Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of
Lien, assignment or satisfaction of Lien or similar document in connection with
the Receivables, (xv) to change the address for delivery of mail addressed to
such Grantor to such address as the Administrative Agent may designate and to
receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do
all other acts and things necessary to carry out this Security Agreement; and
such Grantor agrees to reimburse the Administrative Agent promptly following
written demand for any reasonable and documented out-of-pocket expense or
payment incurred by the Administrative Agent in connection with any of the
foregoing; provided
that, this authorization shall not relieve such Grantor of any of its
obligations under this Security Agreement or under the Credit
Agreement.

       

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


      
        
           


        

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

       

      6.4         Nature of Appointment;
Limitation of Duty.  THE APPOINTMENT OF THE ADMINISTRATIVE
AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH
AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY
AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14.  NOTWITHSTANDING
ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY LENDER, NOR
ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED
HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY
FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (OR THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THEIR RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES) AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE
LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL
DAMAGES.

       

      
        
          
          

        

        
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      ARTICLE
VII

       

      COLLECTION AND APPLICATION
OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS

       

      7.1         Collection of
Receivables.  Subject to the terms, conditions and provisions
of the Intercreditor Agreement:


      (a)           On
or before the Effective Date, each Grantor shall (i) execute and deliver to the
Administrative Agent Deposit Account Control Agreements for each Deposit Account
(other than Excluded Deposit Accounts) maintained by such Grantor into which all
cash, checks or other similar payments relating to or constituting payments made
in respect of Receivables will be deposited (a “Collateral
Deposit Account”), which Collateral Deposit Accounts (as of the Effective
Date) are identified as such on Exhibit B, and (ii)
establish lock box service (the “Lock
Boxes”) with the bank(s) set forth in Exhibit B, which lock
boxes shall be subject to irrevocable lockbox agreements in the form provided by
or otherwise acceptable to the Administrative Agent and shall be accompanied by
an acknowledgment by the bank where the Lock Box is located of (1) to the extent
requested by the Administrative Agent, the Lien of the Administrative Agent
granted hereunder and (2) irrevocable instructions to wire all amounts collected
therein to the Collection Account (a “Lock Box
Agreement”).  After the Closing Date, each Grantor will comply
with the terms of Section 7.2.

       

      (b)           Each
Grantor shall direct all of its Account Debtors to forward payments directly to
Lock Boxes subject to Lock Box Agreements.  Subject to the terms,
conditions and provisions of the Intercreditor Agreement, the Administrative
Agent shall have sole access to the Lock Boxes at all times and each Grantor
shall take all actions necessary to grant the Administrative Agent such sole
access.  At no time shall any Grantor remove any item from a Lock Box
or from a Collateral Deposit Account without the Administrative Agent’s prior
written consent.  If any Grantor should refuse or neglect to promptly
notify any Account Debtor to forward payments directly to a Lock Box subject to
a Lock Box Agreement after written notice from the Administrative Agent, the
Administrative Agent shall, notwithstanding the language set forth in Section 6.2(b) be entitled to
make such notification directly to such Account Debtor.  If
notwithstanding the foregoing instructions, any Grantor receives any proceeds of
any Receivables, such Grantor shall receive such payments as the Administrative
Agent’s trustee, and shall immediately deposit all cash, checks or other similar
payments related to or constituting payments made in respect of Receivables
received by it to a Collateral Deposit Account.  All funds deposited
into any Lock Box subject to a Lock Box Agreement or a Collateral Deposit
Account will be swept on a daily basis into a collection account maintained by
the Company with the Administrative Agent (the “Collection
Account”).  The Administrative Agent shall hold and apply funds
received into the Collection Account as provided by the terms of Section 7.3.

       

      (c)           Notwithstanding
anything to the contrary contained herein, in no event shall the Grantors be
required to deposits any amounts received in respect of the Notes Priority
Collateral in any Collateral Deposit Account or Collection Account or otherwise
direct such amounts or proceeds to a Lockbox if delivered to a collateral
account pledged to the Notes Agent.

       

      7.2         Covenant Regarding New
Deposit Accounts; Lock Boxes.  Before opening or replacing any
Collateral Deposit Account, other Deposit Account, or establishing a new Lock
Box (other than Excluded Deposit Accounts), each Grantor shall cause each bank
or financial institution in which it seeks to open (i) a Deposit Account, to
enter into a Deposit Account Control Agreement with the Administrative Agent in
order to give the Administrative Agent Control of such Deposit Account, or (ii)
a Lock Box, to enter into a Lock Box Agreement with the Administrative Agent in
order to give the Administrative Agent Control of the Lock Box.  In
the case of Deposit Accounts or Lock Boxes maintained with Lenders and their
Affiliates, the terms of such letter shall be subject to the provisions of the
Credit Agreement regarding setoffs.


      
        
           


        

        
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      7.3         Application of Proceeds;
Deficiency.  All amounts deposited in the Collection Account
shall be deemed received by the Administrative Agent in accordance with Section
2.18 of the Credit Agreement and shall, after having been credited to the
Collection Account, be applied (and allocated) by Administrative Agent in
accordance with Section 2.10(b) of the Credit Agreement.  Subject to
the terms, conditions and provisions of the Intercreditor Agreement, the
Administrative Agent shall require all other cash proceeds of the Collateral,
which are not required to be applied to the Obligations pursuant to Section 2.11
of the Credit Agreement, to be deposited in a special non-interest bearing cash
collateral account with the Administrative Agent and held there as security for
the Secured Obligations.  No Grantor shall have any control whatsoever
over said cash collateral account.  Any such proceeds of the
Collateral shall be applied in the order set forth in Section 2.18 of the Credit
Agreement unless a court of competent jurisdiction shall otherwise
direct.  Subject to the terms, conditions and provisions of the
Intercreditor Agreement, the balance, if any, after all of the Secured
Obligations have been satisfied, shall be deposited by the Administrative Agent
into the Company’s general operating account with the Administrative
Agent.  The Grantors shall remain liable for any deficiency if the
proceeds of any sale or disposition of the Collateral are insufficient to pay
all Secured Obligations, including any attorneys’ fees and other expenses
incurred by Administrative Agent or any Lender to collect such
deficiency.

       

      ARTICLE
VIII

       

      GENERAL
PROVISIONS

       

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


      
        
           


        

        
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      8.2         Limitation on Administrative
Agent’s and Secured Parties’ Duty with Respect to the
Collateral.  The Administrative Agent shall have no obligation
to clean-up or otherwise prepare the Collateral for sale.  The
Administrative Agent and each Secured Party shall use reasonable care with
respect to the Collateral in its possession or under its
control.  Neither the Administrative Agent nor any Secured Party shall
have any other duty as to any Collateral in its possession or control or in the
possession or control of any agent or nominee of the Administrative Agent or
such Secured Party other than to account for money received, or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto.  To the extent that applicable law imposes
duties on the Administrative Agent to exercise remedies in a commercially
reasonable manner, each Grantor acknowledges and agrees that it is commercially
reasonable for the Administrative Agent (a) to fail to incur expenses deemed
significant by the Administrative Agent to prepare Collateral for disposition or
otherwise to transform raw material or work in process into finished goods or
other finished products for disposition, (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 the Administrative Agent against risks of loss,
collection or disposition of Collateral or to provide to the Administrative
Agent a guaranteed return from the collection or disposition of Collateral, or
(l) to the extent deemed appropriate by the Administrative Agent, to obtain the
services of other brokers, investment bankers, consultants and other
professionals to assist the Administrative Agent in the collection or
disposition of any of the Collateral.  Each Grantor acknowledges that
the purpose of this Section 8.2 is to provide
non-exhaustive indications of what actions or omissions by the Administrative
Agent would be commercially reasonable in the Administrative Agent’s exercise of
remedies against the Collateral and that other actions or omissions by the
Administrative Agent shall not be deemed commercially unreasonable solely on
account of not being indicated in this Section 8.2.  Without
limitation upon the foregoing, nothing contained in this Section 8.2 shall be
construed to grant any rights to any Grantor or to impose any duties on the
Administrative Agent that would not have been granted or imposed by this
Security Agreement or by applicable law in the absence of this Section 8.2.

       

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


      
        
           


        

        
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      8.4         Secured Party Performance of
Debtor Obligations.  Subject to the terms, conditions and
provisions of the Intercreditor Agreement, without having any obligation to do
so, upon prior notice to the extent required under this Agreement, the
Administrative Agent may perform or pay any obligation which any Grantor has
agreed to perform or pay in this Security Agreement and the Grantors shall
reimburse the Administrative Agent for any amounts paid by the Administrative
Agent pursuant to this Section 8.4.  The
Grantors’ obligation to reimburse the Administrative Agent pursuant to the
preceding sentence shall be a Secured Obligation payable on demand.

       

      8.5         Specific Performance of
Certain Covenants.  Each Grantor acknowledges and agrees that a
breach of any of the covenants contained in Section 4.1(d), Section 4.1(e), Section 4.4, Section 4.5, Section 4.6, Section 4.7, Section 4.8, Section 4.9, Section 4.10, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, Section 5.2, or Section 8.7 or in
Article VII
will cause irreparable injury to the Administrative Agent and the Secured
Parties, that the Administrative Agent and the Secured Parties have no adequate
remedy at law in respect of such breaches and therefore agrees, without limiting
the right of the Administrative Agent or the Secured Parties to seek and obtain
specific performance of other obligations of the Grantors contained in this
Security Agreement, that the covenants of the Grantors contained in the Sections
referred to in this Section 8.5 shall be
specifically enforceable against the Grantors.

       

      8.6         Dispositions Not
Authorized.  No Grantor is authorized to sell or otherwise
dispose of the Collateral except as set forth in Section 4.1(d) and
notwithstanding any course of dealing between any Grantor and the Administrative
Agent or other conduct of the Administrative Agent, no authorization to sell or
otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be
binding upon the Administrative Agent or the Lenders unless such authorization
is in accordance with Section 9.02 of the Credit Agreement.

       

      8.7         No Waiver; Amendments;
Cumulative Remedies.  No delay or omission of the
Administrative Agent or any Lender to exercise any right or remedy granted under
this Security Agreement shall impair such right or remedy or be construed to be
a waiver of any Default or an acquiescence therein, and any single or partial
exercise of any such right or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right or remedy.  No
waiver, amendment or other variation of the terms, conditions or provisions of
this Security Agreement whatsoever shall be valid unless in writing signed by
the Administrative Agent with the concurrence or at the direction of the Lenders
required under Section 9.02 of the Credit Agreement and then only to the extent
in such writing specifically set forth.  All rights and remedies
contained in this Security Agreement or by law afforded shall be cumulative and
all shall be available to the Administrative Agent and the Secured Parties until
the Secured Obligations have been paid in full.


      
        
           


        

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

       

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

       

      8.10       Benefit of
Agreement.  The terms and provisions of this Security Agreement
shall be binding upon and inure to the benefit of the Grantors, the
Administrative Agent and the Secured Parties and their respective successors and
permitted assigns (including all persons who become bound as a debtor to this
Security Agreement), except that no Grantor shall have the right to assign its
rights or delegate its obligations under this Security Agreement or any interest
herein, without the prior written consent of the Administrative
Agent.  No sales of participations, assignments, transfers, or other
dispositions of any agreement governing the Secured Obligations or any portion
thereof or interest therein shall in any manner impair the Lien granted to the
Administrative Agent, for the benefit of the Administrative Agent and the
Secured Parties, hereunder.

       

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

       

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


      
        
           


        

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

       

      8.14       Termination and
Release.  Subject to the terms, conditions and provisions of
the Intercreditor Agreement:

       

      (a)           This
Security Agreement shall continue in effect (notwithstanding the fact that from
time to time there may be no Secured Obligations outstanding) until (i) the
Credit Agreement has terminated pursuant to its express terms and (ii) all of
the Secured Obligations (other than Unliquidated Obligations) have been paid in
full (or with respect to any outstanding Letters of Credit, a cash deposit or,
at the discretion of the Administrative Agent, a back up standby letter of
credit satisfactory to the Administrative Agent has been delivered to the
Administrative Agent as required by the Credit Agreement) and all Commitments
have been terminated, whereupon the security interest created hereunder shall
automatically terminate and be released.

       

      (b)          Any
Subsidiary shall automatically be released from its obligations hereunder and
the security interest in the Collateral of such Subsidiary shall be
automatically released upon the consummation of any transaction permitted by the
Credit Agreement (or consented to in writing pursuant to Section 9.02 of the
Credit Agreement) as a result of which such Subsidiary ceases to be a Subsidiary
of the Company.

       

      (c)          Upon
(i) any sale, transfer or other disposition by any Grantor of Collateral that is
permitted under the Credit Agreement (other than to another Grantor), (ii) upon
the effectiveness of any written consent to the release of security interest
granted hereby in any Collateral pursuant to Section 9.02 of the Credit
Agreement or (iii) any release of Liens pursuant to Section 4.2 of the
Intercreditor Agreement, the security interest of the Administrative Agent in
such Collateral and any other security interests granted hereby in such
Collateral shall be automatically released.

       

      (d)          Upon
the termination or release of any security interest created hereunder or release
of Collateral, the Administrative Agent will, upon request by and at the expense
of any Grantor, execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence the termination of the security
interest created hereunder or the release of such Collateral, as the case may
be.

       

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


      
        
           


        

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

     

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

     

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

     

    8.19           Indemnity.  Each
Grantor hereby agrees to indemnify the Administrative Agent and the Secured
Parties, and their respective successors, assigns, agents and employees (each,
an “Indemnitee”), from
and against any and all liabilities, damages, penalties, suits, costs, and
expenses of any kind and nature (including, without limitation, all expenses of
litigation or preparation therefor whether or not the Administrative Agent or
any Secured Party is a party thereto) imposed on, incurred by or asserted
against the Administrative Agent or the Secured Parties, or their respective
successors, assigns, agents and employees, in any way relating to or arising out
of this Security Agreement, or the manufacture, purchase, acceptance, rejection,
ownership, delivery, lease, possession, use, operation, condition, sale, return
or other disposition of any Collateral (including, without limitation, latent
and other defects, whether or not discoverable by the Administrative Agent or
the Secured Parties or any Grantor, and any claim for Patent, Trademark or
Copyright infringement); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, penalties, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or such Indemnitee’s Related Parties or (y) arise from any
dispute solely among Indemnitees.  WITHOUT LIMITATION OF THE FOREGOING
BUT SUBJECT TO ANY LIMITATION CONTAINED THEREIN, IT IS THE INTENTION OF EACH
GRANTOR AND EACH GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO
EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES
AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION
OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT
OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.

     

    
      
        
           


        

        
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    8.20           Counterparts.  This
Security Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Security Agreement by signing any such
counterpart.  Delivery of an executed counterpart of a signature page
of this Agreement by facsimile or other electronic communication (including via
email or PDF) shall be effective as delivery of a manually executed counterpart
of this Agreement.

     

    8.21           Intercreditor
Agreement.  Notwithstanding anything to the contrary contained
in this Security Agreement, the Liens, security interests and rights granted
pursuant to this Security Agreement shall be subject to the terms, provisions
and conditions of (and the exercise of any right or remedy by the Administrative
Agent hereunder or thereunder shall be subject to the terms and conditions of),
the Intercreditor Agreement.  In the event of any conflict between
this Security Agreement and the Intercreditor Agreement, the Intercreditor
Agreement shall control, and no right, power, or remedy granted to the
Administrative Agent hereunder shall be exercised by the Administrative Agent,
and no direction shall be given by the Administrative Agent in contravention of,
the Intercreditor Agreement.   With respect to any
requirements herein for any Grantor to deliver originals
of Certificated Securities, Instruments or similar documents
constituting Collateral, such requirements shall be deemed satisfied to the
extent the requirements to deliver the same to the Notes Agent in
accordance with the Intercreditor Agreement and the Senior Notes Documents are
in effect and are satisfied by such Grantor.  To the extent that
any covenants, representations or warranties set forth in this Agreement are
untrue or incorrect solely as a result of the delivery to, or grant of
possession or control to, the Noteholder Collateral Agent in accordance with
this Section
8.21, such representation or warranty shall not be deemed to be untrue or
incorrect for purposes of this Agreement.

     

    8.22           Perfection in Certain
Collateral.  Notwithstanding anything herein to the contrary,
the Administrative Agent agrees with the Grantors that, if and for so long as,
in the reasonable judgment of the Required Lenders (confirmed in writing by
notice to the Company), the cost of perfecting the Administrative Agent’s Lien
in any item of Collateral shall be excessive in view of the benefits to be
obtained by the Secured Parties from such perfection, the Grantors shall be
excused from the requirement that the Administrative Agent’s Lien in such item
of Collateral be perfected until such time as the Required Lenders shall confirm
in writing to the Company that, in their reasonable judgment, such situation no
longer exists.  Nothing contained herein shall be construed to permit
any item of the Collateral to be included as Eligible Accounts, Eligible
Inventory or Eligible Trucks if the Administrative Agent’s Lien therein is not
properly perfected as would otherwise be required, nor shall anything contained
herein be construed to limit the creation or attachment of the Administrative
Agent’s Lien in any item of Collateral.  The Required Lenders may, but
shall not be obligated to, grant extensions of time for the perfection of
security interests in particular items of Collateral (including extensions
beyond the Closing Date for the perfection of security interests in any item of
Collateral existing on such date) where the Required Lenders reasonably
determine, in consultation with the Company, that perfection of the
Administrative Agent’s Lien in such item of Collateral cannot be accomplished
without undue efforts or expense within the time or times provided therefor or
otherwise required by this Security Agreement or the other Loan
Documents.

     

    
      
        
           


        

        
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    8.23           Notes Priority
Collateral.  Notwithstanding anything to the contrary contained
in this Security Agreement, if any deadline with respect to Notes Priority
Collateral to provide any information, any agreements with third parties or a
perfected security interest to the Notes Agent under that certain Pledge and
Security Agreement dated as of the date hereof among the Grantors and the Notes
Agent is extended or waived thereunder, then any such corresponding deadline
under this Security Agreement (if any) shall also be automatically extended or
waived, as applicable, hereunder.

     

    ARTICLE
IX


     

    NOTICES

     

    9.1            Sending
Notices.  Any notice required or permitted to be given under
this Security Agreement shall be sent by United States mail, telecopier,
personal delivery or nationally established overnight courier service, and shall
be deemed received (a) when received, if sent by hand or overnight courier
service, or mailed by certified or registered mail notices or (b) when sent, if
sent by telecopier (except that, if not given during normal business hours for
the recipient, shall be deemed to have been given at the opening of business on
the next Business Day for the recipient), in each case addressed to the Grantors
at the notice address set forth on Exhibit A, and to the
Administrative Agent and the Lenders at the addresses set forth in accordance
with Section 9.01 of the Credit Agreement.

     

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

     

    ARTICLE
X


     

    THE ADMINISTRATIVE
AGENT

     

    JPMorgan
Chase Bank, N.A. has been appointed Administrative Agent for the Lenders
hereunder pursuant to Article VIII of the Credit Agreement.  It is
expressly understood and agreed by the parties to this Security Agreement that
any authority conferred upon the Administrative Agent hereunder is subject to
the terms of the delegation of authority made by the Lenders to the
Administrative Agent pursuant to the Credit Agreement, and that the
Administrative Agent has agreed to act (and any successor Administrative Agent
shall act) as such hereunder only on the express conditions contained in such
Article VIII.  Any successor Administrative Agent appointed pursuant
to Article VIII of the Credit Agreement shall be entitled to all the rights,
interests and benefits of the Administrative Agent hereunder.

     

    [Signature
Page Follows]

     

    
      
        
           


        

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

     

    
      
        
          	 
      	
                  GRANTORS:

                
	 
      	 
      
	 
      	
                  U.S. CONCRETE, INC., a
      Delaware corporation

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:

                	
                  Michael
      W. Harlan

                
	 
      	
                  Title:

                	
                  Chief
      Executive Officer and President

                
	 
      	 
      	 
      
	 
      	
                  ALBERTA
      INVESTMENTS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:

                	
                  Michael
      W. Harlan

                
	 
      	
                  Title:

                	
                  President

                
	 
      	 
      	 
      
	 
      	
                  ALLIANCE
      HAULERS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:

                	
                  Michael
      W. Harlan

                
	 
      	
                  Title:

                	
                  President

                
	 
      	 
      	 
      
	 
      	
                  AMERICAN
      CONCRETE PRODUCTS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Curt M. Lindeman

                
	 
      	
                  Name:

                	
                  Curt
      M. Lindeman

                
	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      
	 
      	
                  ATLAS
      REDI-MIX, LLC

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:

                	
                  Michael
      W. Harlan

                
	 
      	
                  Title:

                	
                  President

                


        

      

    

    


    [Signature
Page to Pledge and Security Agreement]


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	 
      	
                ATLAS-TUCK
      CONCRETE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                BWB,
      INC. OF MICHIGAN

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                BEALL
      CONCRETE ENTERPRISES, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                BEALL
      INVESTMENT CORPORATION, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                BEALL
      INDUSTRIES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              


      

    

    


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                BEALL
      MANAGEMENT, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                BRECKENRIDGE
      READY MIX, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                BUILDERS’
      REDI-MIX LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                CENTRAL
      CONCRETE SUPPLY CO., INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                CENTRAL
      PRECAST CONCRETE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              


      

    

    


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                          CONCRETE
      ACQUISITION III, LLC

                        
	 	 
	 
      	
                          By:

                        	
                          /s/ Curt M. Lindeman

                        
	 
      	
                          Name:

                        	
                          Curt
      M. Lindeman

                        
	 
      	
                          Title:

                        	
                          President

                        
	 
      	 
      	 
      
	 
      	
                          CONCRETE
      ACQUISITION IV, LLC

                        
	 	 
	 
      	
                          By:

                        	
                          /s/ Curt M. Lindeman

                        
	 
      	
                          Name:

                        	
                          Curt
      M. Lindeman

                        
	 
      	
                          Title:

                        	
                          President

                        
	 
      	 
      	 
      
	 
      	
                          CONCRETE
      ACQUISITION V, LLC

                        
	 	 
	 
      	
                          By:

                        	
                          /s/ Curt M. Lindeman

                        
	 
      	
                          Name:

                        	
                          Curt
      M. Lindeman

                        
	 
      	
                          Title:

                        	
                          President

                        
	 
      	 
      	 
      
	 
      	
                          CONCRETE
      ACQUISITION VI, LLC

                        
	 	 
	 
      	
                          By:

                        	
                          /s/ Curt M. Lindeman

                        
	 
      	
                          Name:

                        	
                          Curt
      M. Lindeman

                        
	 
      	
                          Title:

                        	
                          President

                        
	 
      	 
      	 
      
	 
      	
                          CONCRETE
      XXXIII ACQUISITION, INC.

                        
	 	 
	 
      	
                          By:

                        	
                          /s/ Curt M. Lindeman

                        
	 
      	
                          Name:

                        	
                          Curt
      M. Lindeman

                        
	 
      	
                          Title:

                        	
                          President

                        


                

              

            

          

        

      

    

    


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                CONCRETE
      XXXIV ACQUISITION, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                CONCRETE
      XXXV ACQUISITION, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                CONCRETE
      XXXVI ACQUISITION, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                EASTERN
      CONCRETE MATERIALS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President
      and Secretary

              
	 
      	 
      	 
      
	 
      	
                HAMBURG
      QUARRY LIMITED LIABILITY COMPANY

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              


      

    

     

    
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                INGRAM
      CONCRETE, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                KURTZ
      GRAVEL COMPANY

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                LOCAL
      CONCRETE SUPPLY & 

                EQUIPMENT,
      LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President
      and Secretary

              
	 
      	 
      	 
      
	 
      	
                MASTER
      MIX, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President
      and Secretary

              
	 
      	 
      	 
      
	 
      	
                MASTER
      MIX CONCRETE, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President
      and Secretary

              


      

    

     

    
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                MG,
      LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                NYC
      CONCRETE MATERIALS, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President
      and Secretary

              
	 
      	 
      	 
      
	 
      	
                PEBBLE
      LANE ASSOCIATES, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                President
      and Secretary

              
	 
      	 
      	 
      
	 
      	
                REDI-MIX
      CONCRETE, L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                REDI-MIX
      GP, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              


      

    

     

    
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Page to Pledge and Security Agreement]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	 
      	
                REDI-MIX,
      LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                RIVERSIDE
      MATERIALS, LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Wallace H. Johnson

              
	 
      	
                Name:

              	
                Wallace
      H. Johnson

              
	 
      	
                Title:

              	
                President
      and Secretary

              
	 
      	 
      	 
      
	 
      	
                SAN
      DIEGO PRECAST CONCRETE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                SIERRA
      PRECAST, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                SMITH
      PRE-CAST, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              


      

    

     

    
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                SUPERIOR
      CONCRETE MATERIALS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                SUPERIOR
      HOLDINGS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                TITAN
      CONCRETE INDUSTRIES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                USC
      ATLANTIC, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:

              	
                Michael
      W. Harlan

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              
	 
      	 
      	 
      
	 
      	
                USC
      MANAGEMENT CO., LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:

              	
                Curt
      M. Lindeman

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              


      

    

     

    
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Page to Pledge and Security Agreement]


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  USC
      MICHIGAN, INC.

                
	 	 
	 
      	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:

                	
                  Michael
      W. Harlan

                
	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      
	 
      	
                  USC
      PAYROLL, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Curt M. Lindeman

                
	 
      	
                  Name:

                	
                  Curt
      M. Lindeman

                
	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      
	 
      	
                  USC
      TECHNOLOGIES, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Curt M. Lindeman

                
	 
      	
                  Name:

                	
                  Curt
      M. Lindeman

                
	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      
	 
      	
                  U.S.
      CONCRETE ON-SITE, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Curt M. Lindeman

                
	 
      	
                  Name:

                	
                  Curt
      M. Lindeman

                
	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                


        

      

    

     

    
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Page to Pledge and Security Agreement]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          JPMORGAN
      CHASE BANK, N.A., as 

                          Administrative
      Agent

                        
	 	 
	 
      	
                          By:

                        	/s/
      Mario Quintanilla
	 
      	
                          Name:

                        	Mario
      Quintanilla 
	 
      	
                          Title:

                        	Vice
      President


                

              

            

          

        

      

    

     

    
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