Exhibit
10.2


GUARANTEE AND
COLLATERAL AGREEMENT


made by


NBTY, INC.


and the other
Grantors party hereto


in favor of


JPMORGAN CHASE
BANK, N.A.,

as Administrative Agent


Dated as of
November 3, 2006


 



   
 














 


 


TABLE OF CONTENTS


	
   

   	
    

   	
    

   	
    

   	
   Page

   
	
  SECTION 1. DEFINED TERMS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2. GUARANTEE

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Guarantee

  	
   

  	
  5

  
	
  2.2

  	
   

  	
  Right of Contribution

  	
   

  	
  6

  
	
  2.3

  	
   

  	
  No Subrogation

  	
   

  	
  6

  
	
  2.4

  	
   

  	
  Amendments, etc. with respect to the Borrower
  Obligations

  	
   

  	
  7

  
	
  2.5

  	
   

  	
  Guarantee Absolute, Irrevocable and Unconditional

  	
   

  	
  7

  
	
  2.6

  	
   

  	
  Reinstatement

  	
   

  	
  8

  
	
  2.7

  	
   

  	
  Payment

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3. GRANT OF SECURITY INTEREST

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 4. REPRESENTATIONS AND WARRANTIES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Representations in Credit Agreement

  	
   

  	
  9

  
	
  4.2

  	
   

  	
  Title; No Other Liens

  	
   

  	
  9

  
	
  4.3

  	
   

  	
  Perfected First Priority Lien

  	
   

  	
  10

  
	
  4.4

  	
   

  	
  Chief Executive Office

  	
   

  	
  10

  
	
  4.5

  	
   

  	
  Inventory and Equipment

  	
   

  	
  10

  
	
  4.6

  	
   

  	
  Farm Products

  	
   

  	
  10

  
	
  4.7

  	
   

  	
  Pledged Securities

  	
   

  	
  10

  
	
  4.8

  	
   

  	
  Receivables

  	
   

  	
  11

  
	
  4.9

  	
   

  	
  Intellectual Property

  	
   

  	
  11

  
	
  4.10

  	
   

  	
  Deposit Accounts; Security Accounts; Commodity
  Accounts

  	
   

  	
  11

  
	
  4.11

  	
   

  	
  Commercial Tort Claims

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. COVENANTS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Covenants in Credit Agreement

  	
   

  	
  12

  
	
  5.2

  	
   

  	
  Delivery of Instruments and Chattel Paper

  	
   

  	
  12

  
	
  5.3

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  12

  
	
  5.4

  	
   

  	
  Payment of Obligations

  	
   

  	
  12

  
	
  5.5

  	
   

  	
  Maintenance of Perfected Security Interest; Further
  Documentation

  	
   

  	
  13

  
	
  5.6

  	
   

  	
  Changes in Jurisdiction of Organization, Locations,
  Name, etc

  	
   

  	
  13

  
	
  5.7

  	
   

  	
  Notices

  	
   

  	
  13

  
	
  5.8

  	
   

  	
  Pledged Securities

  	
   

  	
  14

  
	
  5.9

  	
   

  	
  Receivables

  	
   

  	
  15

  
	
  5.10

  	
   

  	
  Intellectual Property

  	
   

  	
  15

  
	
  5.11

  	
   

  	
  Jurisdiction of Organization

  	
   

  	
  16

  
	
  5.12

  	
   

  	
  Commercial Tort Claims

  	
   

  	
  16

  
	
  5.13

  	
   

  	
  Additional Accounts

  	
   

  	
  17

  
							



 



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  Page

  
	
  SECTION 6. REMEDIAL PROVISIONS

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Certain Matters Relating to Receivables

  	
   

  	
  17

  
	
  6.2

  	
   

  	
  Communications with Obligors; Grantors Remain Liable

  	
   

  	
  17

  
	
  6.3

  	
   

  	
  Pledged Stock

  	
   

  	
  18

  
	
  6.4

  	
   

  	
  Proceeds To Be Turned Over to Administrative Agent

  	
   

  	
  19

  
	
  6.5

  	
   

  	
  Application of Proceeds

  	
   

  	
  19

  
	
  6.6

  	
   

  	
  Code and Other Remedies

  	
   

  	
  20

  
	
  6.7

  	
   

  	
  Private Sales

  	
   

  	
  20

  
	
  6.8

  	
   

  	
  Deficiency

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. THE ADMINISTRATIVE AGENT

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Administrative Agent’s Appointment as
  Attorney-in-Fact, etc

  	
   

  	
  21

  
	
  7.2

  	
   

  	
  Duty of Administrative Agent

  	
   

  	
  23

  
	
  7.3

  	
   

  	
  Execution of Financing Statement

  	
   

  	
  23

  
	
  7.4

  	
   

  	
  Authority of Administrative Agent

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8. MISCELLANEOUS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Amendments in Writing

  	
   

  	
  23

  
	
  8.2

  	
   

  	
  Notices

  	
   

  	
  24

  
	
  8.3

  	
   

  	
  No Waiver by Course of Conduct; Cumulative Remedies

  	
   

  	
  24

  
	
  8.4

  	
   

  	
  Enforcement Expenses; Indemnification

  	
   

  	
  24

  
	
  8.5

  	
   

  	
  Successors and Assigns

  	
   

  	
  24

  
	
  8.6

  	
   

  	
  Set-Off

  	
   

  	
  25

  
	
  8.7

  	
   

  	
  Counterparts

  	
   

  	
  25

  
	
  8.8

  	
   

  	
  Severability

  	
   

  	
  25

  
	
  8.9

  	
   

  	
  Section Headings

  	
   

  	
  25

  
	
  8.10

  	
   

  	
  Integration

  	
   

  	
  25

  
	
  8.11

  	
   

  	
  GOVERNING LAW

  	
   

  	
  25

  
	
  8.12

  	
   

  	
  Submission to Jurisdiction; Waivers

  	
   

  	
  25

  
	
  8.13

  	
   

  	
  Acknowledgements

  	
   

  	
  26

  
	
  8.14

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  26

  
	
  8.15

  	
   

  	
  Additional Grantors

  	
   

  	
  26

  
	
  8.16

  	
   

  	
  Releases

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 -ii-
 






 



 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  Notice Addresses of Guarantors

  
	
  Schedule 2

  	
   

  	
  Description of Pledged Securities

  
	
  Schedule 3

  	
   

  	
  Filings and Other Actions Required to Perfect
  Security Interests

  
	
  Schedule 4

  	
   

  	
  Jurisdictions of Organization; Identification
  Numbers and Locations of Chief Executive Offices

  
	
  Schedule 5

  	
   

  	
  Locations of Inventory and Equipment

  
	
  Schedule 6

  	
   

  	
  Copyrights and Copyright Licenses; Patents and
  Patent Licenses; Trademark and Trademark Licenses

  
	
  Schedule 7

  	
   

  	
  Existing Prior Liens

  
	
  Schedule 8

  	
   

  	
  Commercial Tort Claims

  
	
  Schedule 9

  	
   

  	
  Deposit Accounts; Securities Accounts; Commodities
  Accounts

  
	
   

  	
   

  	
   

  
	
  ANNEXES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Annex 1

  	
   

  	
  Form of Assumption Agreement

  
	
  Annex 2

  	
   

  	
  Issuer’s Acknowledgement

  



 



 -iii-















 


GUARANTEE AND COLLATERAL AGREEMENT, dated as of
November 3, 2006, made by each of the signatories hereto other than the
Administrative Agent (together with any other entity that may become a party
hereto as a Grantor as provided herein, the “Grantors”), in favor of
JPMORGAN CHASE BANK, N.A. as Administrative Agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (the “Lenders”)
from time to time party to the Credit Agreement, dated as of November 3, 2006
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among NBTY, INC., a Delaware corporation (the “Borrower”),
Bank of America, N.A., BNP Paribas, Citibank, N.A., and HSBC Bank USA, National
Association, as Co-Syndication Agents (in such capacity, collectively the “Co-Syndication
Agents”), the Lenders and JPMORGAN CHASE BANK, N.A. as Collateral Agent and
as the Administrative Agent.


W I T N E S S E T H
:


WHEREAS, pursuant to the Credit Agreement, the Lenders
have severally agreed to make extensions of credit to the Borrower upon the
terms and subject to the conditions set forth therein;


WHEREAS, the Borrower is a member of an affiliated
group of companies that includes each other Grantor,


WHEREAS, the proceeds of the extensions of credit
under the Credit Agreement will be used in part to enable the Borrower to make
valuable transfers to one or more of the other Grantors in connection with the
operation of their respective businesses;


WHEREAS, the Borrower and the other Grantors are
engaged in related businesses, and each Grantor will derive substantial direct
and indirect benefit from the making of the extensions of credit under the
Credit Agreement; and


WHEREAS, it is a condition precedent to the obligation
of the Lenders to make their respective extensions of credit to the Borrower
under the Credit Agreement that the Grantors shall have executed and delivered
this Agreement to the Administrative Agent for the ratable benefit of the
Lenders;


NOW, THEREFORE, in consideration of the premises and
to induce the Agents and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the
Borrower under the Credit Agreement, each Grantor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders as follows:


SECTION 1.  DEFINED TERMS


1.1        Definitions.  (a) 
Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement,
and the following terms which are defined in the Uniform Commercial Code in
effect in the State of New York on the date hereof are used herein as so
defined:  Account, Certificated Security,
Chattel Paper, Commercial Tort Claim, Commodity Account, Document, Equipment,
Farm Product, General Intangibles, Instrument, Inventory, Letter of Credit
Right, Proceeds, Securities Account and Supporting Obligations.


(b)           The following terms
shall have the following meanings:









 



 


“Agreement”: 
this Guarantee and Collateral Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.


“Borrower Obligations”:  the collective reference to the unpaid
principal of and interest on the Loans, the Reimbursement Obligations and all
other obligations and liabilities of the Borrower (including, without limitation,
interest accruing at the then applicable rate provided in the Credit Agreement
after the maturity of such Loans and Reimbursement Obligations and interest
accruing at the then applicable rate provided in the Credit Agreement after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
to any Agent or any Lender (or, in the case of any Hedge Agreement or Cash
Management Obligations referred to below, any Affiliate of any Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now existing
or hereafter incurred, which may arise under, out of, or in connection with,
the Credit Agreement, this Agreement, the other Loan Documents, any Letter of
Credit, any Hedge Agreement (including any guarantees of the Borrower of any
Hedge Agreements made by any Grantor) or Cash Management Obligation entered
into by the Borrower with any Lender (or any Affiliate of any Lender) or any
other document made, delivered or given in connection therewith, in each case
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Lenders
that are required to be paid by such Borrower pursuant to the terms of any of
the foregoing agreements).


“Cash Management Obligation”:  any obligation of the Borrower or any of its
Subsidiaries in respect of overdrafts and related liabilities owed to any
Lender (or any Affiliate of a Lender) that arise from treasury, depositary or
cash management services including in connection with any automated clearing
house transfers of funds or any similar transactions.


“Collateral”: 
as defined in Section 3.


“Collateral Account”:  any collateral account established by the
Administrative Agent as provided in Section 6.1 or 6.4.


“Control Agreement”: shall mean an agreement in
form and substance reasonably acceptable to the Administrative Agent sufficient
to establish the Administrative Agent’s control (within the meaning of the
applicable Uniform Commercial Code as in effect in the applicable jurisdiction)
over any applicable Investment Property (including, without limitation, any
Securities Account or Commodities Account) or Deposit Account, for the benefit of the Administrative Agent
and the benefit of the Secured Parties.


“Copyrights”: 
(i) all copyrights arising under the laws of the United States, any
other country or any political subdivision thereof, whether registered or
unregistered and whether published or unpublished (including, without
limitation, those listed in Schedule 6), all registrations and recordings
thereof, and all applications in connection therewith, including, without
limitation, all registrations, recordings and applications in the United States
Copyright Office, and (ii) the right to obtain all renewals thereof.


“Copyright Licenses”:  any written agreement naming any Grantor as
licensor or licensee (including, without limitation, those listed in Schedule
6), granting any right under any Copyright, including, 



 2
 






 



 


without limitation, the grant of rights to
manufacture, distribute, exploit and sell materials derived from any Copyright,
to the extent (after giving effect to the provisions of 9-408(a) of the New
York UCC and similar provisions of a Uniform Commercial Code of any other
applicable jurisdiction) the grant by such Grantor of a security interest
pursuant to this Agreement in its right, title and interest in such Copyright
License is not prohibited by such Copyright License without the consent of any
other party thereto, would not give any other party to such Copyright License
the right to terminate its obligations thereunder, or is permitted with consent
if all necessary consents to such grant of a security interest have been obtained
from the other parties thereto (it being understood that the foregoing shall
not be deemed to obligate such Grantor to obtain such consents); provided
that the foregoing limitation shall not affect, limit, restrict or impair the
grant by such Grantor of a security interest pursuant to this Agreement in any
money or other amounts due or to become due under any such Copyright License.


“Deposit Account”:  the “deposit accounts” as such term is
defined in Section 9-102(a)(29) of the New York UCC listed on Schedule
9 hereto under the heading “Deposit Accounts” or required to be disclosed
to the Administrative Agent pursuant to Section 5.13 hereof.


“Guarantor Obligation”:  with respect to any Guarantor, the collective
reference to (i) the Borrower Obligations and (ii) all obligations and liabilities
of such Guarantor which may arise under or in connection with this Agreement or
any other Loan Document to which such Guarantor is a party, in each case
whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Lenders
that are required to be paid by such Guarantor pursuant to the terms of this
Agreement or any other Loan Document).


“Guarantors”: 
the collective reference to each Grantor other than the Borrower.


“Intellectual Property”:  the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to
sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.


“Intercompany Note”:  any promissory note evidencing loans made by
any Grantor to the Borrower or any of its Subsidiaries (other than the
promissory note dated May 12, 2003, evidencing the  loan made by the Borrower to Holland &
Barrett Europe Limited in the amount of ₤200,000,000 and any Refinancing
Indebtedness in respect thereof permitted by the Credit Agreement).


“Investment Property”: the collective reference
to all “investment property” as such term is defined in Section 9-102(a)(49) of
the New York UCC (other than Capital Stock of a Foreign Subsidiary which is not
required to be pledged to the Administrative Agent pursuant to the terms of
this Agreement and the Credit Agreement).


“Issuers”: 
the collective reference to each issuer of any Pledged Security.


“material”: as the context may reasonably
permit or require, material in relation to the Borrower and its Subsidiaries,
taken as a whole.



 3
 






 



 


“New York UCC”: 
the Uniform Commercial Code as from time to time in effect in the State
of New York.


“Obligation”: 
(i) in the case of the Borrower, its Borrower Obligations, and (ii) in
the case of each Guarantor, its Guarantor Obligations.


“Patent”: 
(i) all letters patent of the United States, any other country or any
political subdivision thereof, all reissues and extensions thereof and all
goodwill associated therewith, including, without limitation, any of the
foregoing referred to in Schedule 6, (ii) all applications for letters
patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including, without limitation,
any of the foregoing referred to in Schedule 6, and (iii) all rights to
obtain any reissues or extensions of the foregoing.


“Patent License”:  all agreements, whether written or oral,
providing for the grant by or to any Grantor of any right to manufacture, use
or sell any invention covered in whole or in part by a Patent, including,
without limitation, any of the foregoing referred to in Schedule 6, to
the extent (after giving effect to the provisions of 9-408(a) of the New York
UCC and similar provisions of a Uniform Commercial Code of any other applicable
jurisdiction) the grant by such Grantor of a security interest pursuant to this
Agreement in its right, title and interest in such Patent License is not
prohibited by such Patent License without the consent of any other party
thereto, would not give any other party to such Patent License the right to
terminate its obligations thereunder, or is permitted with consent if all necessary
consents to such grant of a security interest have been obtained from the other
parties thereto (it being understood that the foregoing shall not be deemed to
obligate such Grantor to obtain such consents); provided that the
foregoing limitation shall not affect, limit, restrict or impair the grant by
such Grantor of a security interest pursuant to this Agreement in any money or
other amounts due or to become due under any such Patent License.


“Pledged Note”: 
all Intercompany Notes at any time issued to any Grantor and all other
promissory notes issued to or held by any Grantor (other than promissory notes
issued in connection with extensions of trade credit by any Grantor in the
ordinary course of business and other than the promissory note dated May 12,
2003, evidencing the loan made by the Borrower to Holland & Barrett Europe
Limited in the amount of ₤200,000,000 and any Refinancing Indebtedness in
respect thereof permitted by the Credit Agreement.).


“Pledged Securities”:  the collective reference to the Pledged Notes
and the Pledged Stock.


“Pledged Stock”:  the shares of Capital Stock listed on Schedule
2 together with any other shares, stock certificates, options or rights of
any nature whatsoever pledged pursuant to subsection 7.9 of the Credit
Agreement.


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


“Secured Parties”:  as defined in Section 2.1



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


“Trademarks”: 
(i) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, and all goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and all common-law rights related thereto,
including, without limitation, any of the foregoing referred to in Schedule
6, and (ii) the right to obtain all renewals thereof.


“Trademark License”:  any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark,
including, without limitation, any of the foregoing referred to in Schedule
6, to the extent (after giving effect to the provisions of 9-408(a) of the
New York UCC and similar provisions of a Uniform Commercial Code of any other
applicable jurisdiction) the grant by such Grantor of a security interest
pursuant to this Agreement in its right, title and interest in such Trademark
License is not prohibited by such Trademark License without the consent of any
other party thereto, would not give any other party to such Trademark License
the right to terminate its obligations thereunder, or is permitted with consent
if all necessary consents to such grant of a security interest have been
obtained from the other parties thereto (it being understood that the foregoing
shall not be deemed to obligate such Grantor to obtain such consents); provided
that the foregoing limitation shall not affect, limit, restrict or impair the
grant by such Grantor of a security interest pursuant to this Agreement in any
money or other amounts due or to become due under any such Trademark License.


“Vehicles”: 
all cars, trucks, trailers, construction and earth moving equipment and
other vehicles covered by a certificate of title law of any state.


Other Definitional Provisions.  (a) 
The words “hereof,” “herein,” “hereto” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section and
Schedule references are to this Agreement unless otherwise specified.


(b)           The meanings given
to terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.


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


SECTION 2.  GUARANTEE


2.1        Guarantee.  (a) 
Each of the Guarantors hereby, jointly and severally, absolutely,
unconditionally and irrevocably, guarantees to the Administrative Agent, for
the benefit of the Lenders and, in the case of any Hedge Agreement or Cash
Management Obligations, between the Borrower and any Affiliate of a Lender,
such Affiliate of a Lender and any person that was a lender or an Affiliate of
a lender at the time it entered into a Hedge Agreement or a Cash Management
Obligation (any such person, lender or Affiliate of a lender, together with the
Agents and the Lenders, the “Secured Parties”) and their 



 5
 






 



 


respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Borrower Obligations.


(b)           Anything herein or
in any other Loan Document to the contrary notwithstanding, the maximum
liability of each Guarantor hereunder and under the other Loan Documents shall
in no event exceed the amount which can be guaranteed by such Guarantor under
applicable federal and state laws relating to the insolvency of debtors (after
giving effect to the right of contribution established in Section 2.2).


(c)           Each Guarantor
agrees that the Borrower Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without
impairing the guarantee contained in this Section 2 or affecting the rights and
remedies of the Administrative Agent or any other Secured Party hereunder.


(d)           Subject to
reinstatement as provided in Section 2.6, the guarantee contained in this
Section 2 shall remain in full force and effect until all the Borrower
Obligations and the obligations of each Guarantor under the guarantee contained
in this Section 2 shall have been satisfied by payment in full, no Letter of
Credit shall be outstanding and the Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement
the Borrower may be free from the Borrower Obligations.


(e)           No payment made by
the Borrower, any of the Guarantors, any other guarantor or any other Person or
received or collected by the Administrative Agent or any other Secured Party
from the Borrower, any of the Guarantors, any other guarantor or any other
Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Borrower Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any Guarantor hereunder which shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of
the Borrower Obligations or any payment received or collected from such
Guarantor in respect of the Borrower Obligations), remain liable for the
Borrower Obligations up to the maximum liability of such Guarantor hereunder
until (subject to reinstatement as provided in Section 2.6) all Borrower
Obligations are paid in full, no Letter of Credit shall be outstanding and the
Commitments are terminated.


2.2        Right
of Contribution.  Each Guarantor
hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder which has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 2.3.  The provisions of this Section 2.2 shall in
no respect limit the obligations and liabilities of any Guarantor to the
Secured Parties, and each Guarantor shall remain liable to the Secured Parties
for the full amount guaranteed by such Guarantor hereunder.


2.3        No
Subrogation.  Notwithstanding any
payment made by any Guarantor hereunder or any set-off or application of funds
of any Guarantor by any Secured Party, no Guarantor shall be entitled to be
subrogated to any of the rights of any Secured Party against the Borrower or
any other Guarantor or any collateral security or guarantee or right of offset
held by the Administrative Agent or any other Secured Party for the payment of
the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek
any contribution or reimbursement from the Borrower or any other Guarantor in
respect of payments 



 6
 






 



 


made by such Guarantor hereunder, until all Borrower Obligations are
paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated.  If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of
the Borrower Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Secured Parties, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor,
be turned over to the Administrative Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Borrower Obligations, whether matured or
unmatured, as provided by Section 6.5 hereof.


2.4        Amendments,
etc. with respect to the Borrower Obligations.  Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Borrower Obligations made by any Secured Party may be
rescinded by the Administrative Agent or such Secured Party and any of the Borrower
Obligations continued, and the Borrower Obligations, or the liability of any
other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any other Secured Party, and the Credit Agreement and the other Loan
Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in
part, as the Administrative Agent (or the Majority Lenders or all Lenders, as
the case may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or
any other Secured Party for the payment of the Borrower Obligations may be
sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
other Secured Party shall have any obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Borrower Obligations or for
the guarantee contained in this Section 2 or any property subject thereto.


2.5        Guarantee
Absolute, Irrevocable and Unconditional. 
Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Borrower Obligations and notice of or proof
of reliance any Secured Party upon the guarantee contained in this Section 2 or
acceptance of the guarantee contained in this Section 2; the Borrower
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings
between the Borrower and any of the Guarantors, on the one hand, and the
Secured Parties, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 2.  Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or any of the Guarantors with respect to the
Borrower Obligations.  Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute, irrevocable and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Credit
Agreement or any other Loan Document, any of the Borrower Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by the Borrower or any
other Person against any Secured Party, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or such
Guarantor) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrower for the Borrower Obligations, or of such
Guarantor under the guarantee contained in this Section 2, in bankruptcy or in
any other instance 



 7
 






 



 


(other than payment or performance in full).  When making any demand hereunder or otherwise
pursuing its rights and remedies hereunder against any Guarantor, the Administrative
Agent or any other Secured Party may, but shall be under no obligation to, make
a similar demand on or otherwise pursue such rights and remedies as it may have
against the Borrower, any other Guarantor or any other Person or against any
collateral security or guarantee for the Borrower Obligations or any right of
offset with respect thereto, and any failure by the Administrative Agent or any
other Secured Party to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Borrower, any other Guarantor or
any other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the Borrower, any
other Guarantor or any other Person or any such collateral security, guarantee
or right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent
or any other Secured Party against any Guarantor.  For the purposes hereof “demand” shall include
the commencement and continuance of any legal proceedings.


2.6        Reinstatement.  The guarantee contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower or any Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Borrower or any Guarantor or any substantial part of
its property, or otherwise, all as though such payments had not been made.


2.7        Payment.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars pursuant to the Credit Agreement at the relevant
payment office specified in the Credit Agreement.


SECTION 3.  GRANT OF SECURITY INTEREST


Each Grantor hereby assigns and transfers to the
Administrative Agent, for the benefit of the Secured Parties, and hereby grants
to the Administrative Agent, for the benefit of the Secured Parties, a security
interest in all of the following property now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Collateral”),
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of such
Grantor’s Obligations:


(a)           all
Accounts;


(b)           all
Chattel Paper;


(c)           all
Commercial Tort Claims, in which any Grantor has rights, in excess of
$1,000,000, including all Commercial Tort Claims listed on Schedule 8 hereto
(as such Schedule may be amended and/or supplemented from time to time);


(d)           all
Deposit Accounts;


(e)           all
Documents;



 8
 






 



 


(f)            all
Equipment;


(g)           all
General Intangibles;


(h)           all
Instruments;


(i)            all
Intellectual Property;


(j)            all
Inventory;


(k)           all
Investment Property;


(l)            all
Letter of Credit Rights;


(m)          all
Pledged Securities;


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


(o)           to
the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.


SECTION 4.  REPRESENTATIONS AND WARRANTIES


To induce the Agents and the Lenders to enter into the
Credit Agreement and to induce the Lenders and the other Secured Parties to
make their respective extensions of credit to the Borrower thereunder, each
Grantor hereby represents and warrants to the Administrative Agent and each
Lender that:


4.1        Representations in Credit Agreement.  In the case of each Guarantor, the representations
and warranties set forth in Section 5 of the Credit Agreement as they relate to
such Guarantor or to the Loan Documents to which such Guarantor is a party,
each of which is hereby incorporated herein by reference, are true and correct,
and each Agent and each Lender shall be entitled to rely on each of them as if
they were fully set forth herein; provided that each reference in each
such representation and warranty to the Borrower’s knowledge shall, for the
purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s
knowledge.


4.2        Title; No Other Liens. 
Except for the security interest granted to the Administrative Agent for
the benefit of the Secured Parties pursuant to this Agreement and the other
Liens permitted to exist on the Collateral by the Credit Agreement, such
Grantor owns each item of the Collateral free and clear of any and all Liens or
claims of others.  No financing statement
or other public notice with respect to all or any part of the Collateral is on
file or of record in any public office, except (a) such as have been filed in
favor of the Administrative Agent, for the benefit of the Secured Parties,
pursuant to this Agreement, (b) as are permitted by the Credit Agreement, (c)
as filed in favor of the Administrative Agent pursuant to the Existing Credit
Agreement for the ratable benefit of the lenders (and certain of their
affiliates) thereunder (and arrangements for the release of which have been
made to the satisfaction of the Administrative Agent), or (d) as previously
identified in writing to the Administrative



 9
 






 



 


Agent, arrangements for the release of which
satisfactory to the Administrative Agent have been made.


4.3        Perfected First Priority Lien.  The security interests granted pursuant to
this Agreement (a) upon completion of the filings and other actions specified
on Schedule 3 (which, in the case of all filings and other documents
referred to on said Schedule, have been delivered to the Administrative Agent
in completed and (to the extent required) duly executed form) will constitute
valid perfected security interests in all of the Collateral in favor of the
Administrative Agent, for its benefit and the benefit of the Secured Parties, as
collateral security for such Grantor’s Obligations, enforceable in accordance
with the terms hereof against all creditors of such Grantor and any Persons
purporting to purchase any Collateral from such Grantor and (b) are prior to
all other Liens on the Collateral in existence on the date hereof except for
(i) unrecorded Liens permitted by the Credit Agreement which have priority over
the Liens on the Collateral by operation of law, (ii) Liens described on Schedule
7, and (ii) Liens previously identified in writing to the Administrative
Agent, arrangements for the release of which satisfactory to the Administrative
Agent have been made, and except to the extent that filings outside the United
States might be required to perfect such security interest in non-U.S.
intellectual property.


4.4        Chief Executive Office.  On the date hereof, such Grantor’s
jurisdiction of organization, identification number from such jurisdiction of
organization (if any) and the location of such Grantor’s chief executive office
or principal place of business are specified on Schedule 4.


4.5        Inventory and Equipment.  On the date hereof, the Inventory and the
Equipment (other than mobile goods) are kept at the locations listed on Schedule
5.


4.6        Farm Products. 
None of the Collateral constitutes, or is the Proceeds of, Farm
Products.


4.7        Pledged Securities. 
(a)  The shares of Pledged Stock
pledged by such Grantor hereunder constitute all the issued and outstanding
shares of all classes of the Capital Stock of each Issuer owned by such Grantor,
except that the shares of Pledged Stock of any Issuer which is a Foreign
Subsidiary constitute no more than 65% of all the issued and outstanding
Capital Stock of such Issuer and no shares of any Issuer that are owned by a
Foreign Subsidiary shall constitute Pledged Stock.


(b)           All
the shares of the Pledged Stock have been duly and validly issued and, to the
extent the same are shares of Capital Stock of a corporation, are fully paid
and nonassessable.


(c)           Each
of the Pledged Notes that is an Intercompany Note constitutes the legal, valid
and binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.  No obligor with respect to any such Pledged
Note has any defense or counterclaim with respect to such Pledged Note or any
payment thereunder.  All Pledged Notes
with a principal amount in excess of $100,000 are listed on Schedule 2.



 10
 






 



 


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


4.8        Receivables. 
(a)  No amount payable to such
Grantor under or in connection with any material Receivable is evidenced by any
Instrument or Chattel Paper which has not been delivered to the Administrative
Agent.


(b)           Receivables
in respect of which a Governmental Authority is the obligor do not constitute
more than 5%, in face amount, of all Receivables.


(c)           The
amounts represented by such Grantor to the Lenders from time to time as owing
to such Grantor in respect of the Receivables will at such times be accurate in
all material respects.


4.9        Intellectual Property. 
(a)  Schedule 6 lists all
material Intellectual Property owned by such Grantor in its own name on the
date hereof and all applications to register any such Intellectual Property.


(b)           On
the date hereof, all material Intellectual Property, and to the best of Grantor’s
knowledge, all other Intellectual Property, is valid, subsisting, unexpired and
enforceable, has not been abandoned and does not infringe the intellectual
property rights of any other Person.


(c)           Except as set forth
in Schedule 6, on the date hereof, none of the material Intellectual
Property, and to the best of Grantor’s knowledge, none of the other
Intellectual Property, is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.


(d)           No holding, decision
or judgment has been rendered by any Governmental Authority which would limit,
cancel or question the validity of, or such Grantor’s rights in, any
Intellectual Property in any respect that could reasonably be expected to have
a Material Adverse Effect.


(e)           No action or
proceeding is pending, or, to the knowledge of such Grantor, threatened, on the
date hereof (i) seeking to limit, cancel or question the validity of any
material Intellectual Property or such Grantor’s ownership therein, or to the
best of Grantor’s knowledge, any other Intellectual Property or such Grantor’s
ownership interest therein, or (ii) which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.


4.10      Deposit
Accounts; Security Accounts; Commodity Accounts.  Schedule 9 lists all (i) deposit
accounts that are owned by such Grantor in its own name on the date hereof (as
such term is defined in Section 9-102(a)(29) of the New York UCC) (a) that
have had an average daily balance in excess of $500,000, or such other amount
to be agreed by the Borrower and the Administrative Agent, for twelve months
prior to the date hereof and (b) in which the amounts held therein are not
transferred to another Deposit Account listed on Schedule 9 at the end of each
Business Day and (ii) all Securities Accounts or Commodities Accounts
maintained by such Grantor.


4.11      Commercial
Tort Claims.  Schedule 8 lists
all Commercial Tort Claims in which any Grantor has any rights in excess of
$1,000,000.



 11














 


SECTION 5.  COVENANTS


Each Grantor covenants and agrees with the
Administrative Agent and the other Secured Parties that, from and after the
date of this Agreement until the Obligations shall have been paid in full, no
Letter of Credit shall be outstanding and the Commitments shall have
terminated:


5.1        Covenants
in Credit Agreement.  In the case of
each Guarantor, such Guarantor shall comply with and perform each covenant set
forth in the Credit Agreement applicable thereto as if such Guarantor were a
party to the Credit Agreement.


5.2        Delivery
of Instruments and Chattel Paper.  If
any amount payable under or in connection with any of the Collateral in excess
of $1,000,000 shall be or become evidenced by any Instrument, Certificated
Security or Chattel Paper, such Instrument, Certificated Security (unless such
Certificated Security is in a Securities Account subject to a Control
Agreement) or Chattel Paper shall be immediately delivered to the
Administrative Agent, duly indorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Agreement.


5.3        Maintenance
of Insurance.  (a)  Such Grantor will maintain, with financially
sound and reputable companies, insurance policies (i) insuring the Inventory,
Equipment and Vehicles against loss by fire, explosion, theft and such other
casualties as may be reasonably satisfactory to the Administrative Agent and
(ii) insuring such Grantor, the Administrative Agent and the Lenders against
liability for personal injury and property damage relating to such Inventory,
Equipment and Vehicles, such policies to be in such form and amounts and having
such coverage as may be reasonably satisfactory to the Administrative Agent and
the Lenders.


(b)           All such insurance
shall (i) provide that no cancellation, material reduction in amount or material
change in coverage thereof shall be effective until at least 30 days after
receipt by the Administrative Agent of written notice thereof, (ii) name the
Administrative Agent as insured party or additional loss payee, (iii) if
reasonably requested by the Administrative Agent, include a breach of warranty
clause and (iv) be reasonably satisfactory in all other respects to the Administrative
Agent.


(c)           The Borrower shall
deliver to the Administrative Agent and the Lenders a report of a reputable
insurance broker with respect to such insurance during the month of February in
each calendar year and such supplemental reports with respect thereto as the
Administrative Agent may from time to time reasonably request.


5.4        Payment
of Obligations.  Such Grantor will
pay and discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all taxes, assessments and governmental
charges or levies imposed upon the Collateral or in respect of income or
profits therefrom, as well as all claims of any kind (including, without
limitation, claims for labor, materials and supplies) against or with respect
to the Collateral, except that no such charge need be paid if the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings, reserves in conformity with GAAP with respect thereto have been provided
on the books of such Grantor and such proceedings could not reasonably be
expected to result in the sale, forfeiture or loss of any material portion of
the Collateral or any interest therein.


 



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5.5           Maintenance of Perfected Security
Interest; Further Documentation.  (a)  Such Grantor
shall maintain the security interest created by this Agreement as a perfected
security interest having at least the priority described in Section 4.3
and shall defend such security interest against the claims and demands of all
Persons whomsoever.


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


(c)           At any time and from
time to time, upon the written request of the Administrative Agent, and at the
sole expense of such Grantor, such Grantor will promptly and duly execute and
deliver, and have recorded, such further instruments and documents and take
such further actions as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted, including, without limitation,
(i) filing of any financing or continuation statements under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with
respect to the security interests created hereby and (ii) in the case of
Investment Property, Pledged Securities, Deposit Accounts and any other
relevant Collateral, taking any actions necessary to enable the Administrative
Agent to obtain “control” (within the meaning of the applicable Uniform
Commercial Code) with respect thereto, provided that each Grantor (A) shall
deliver to the Administrative Agent a Control Agreement with respect to each
Deposit Account, Securities Account and Commodity Account listed on Schedule
7.10 to the Credit Agreement within the time period set forth in Section
7.10 of the Credit Agreement and (B) shall not maintain any assets in any new
Deposit Account, Securities Account or Commodity Account unless it has
delivered to the Administrative Agent a Control Agreement with respect to such
new Deposit Account, Securities Account or Commodity Account.


5.6        Changes
in Jurisdiction of Organization, Locations, Name, etc.  Such Grantor will not, except upon 15 days’
prior written notice to the Administrative Agent and delivery to the Administrative
Agent of all additional executed financing statements and other documents (in
each case executed to the extent required) reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein:


(i)      change its jurisdiction of organization,
or if such Grantor does not have a jurisdiction of organization for purposes of
the New York UCC, the location of its chief executive office or principal place
of business from that referred to in Section 4.4; or


(ii)     change its name, identity or corporate
structure to such an extent that any financing statement filed by the
Administrative Agent in connection with this Agreement would become misleading.


5.7        Notices.  Such Grantor will advise the Administrative
Agent and the Lenders promptly, in reasonable detail, of:


(a)           any
Lien (other than security interests created hereby or Liens permitted under the
Credit Agreement) on any of the Collateral which would adversely affect the
ability of the Administrative Agent to exercise any of its remedies hereunder;
and


 



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(b)           the
occurrence of any other event which could reasonably be expected to have a
material adverse effect on the aggregate value of the Collateral or on the
security interests created hereby.


5.8        Pledged
Securities.  (a)  If such Grantor shall become entitled to
receive or shall receive any stock certificate (including, without limitation,
any certificate representing a stock dividend or a distribution in connection
with any reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or rights in respect of
the Capital Stock of any Issuer, whether in addition to, in substitution of, as
a conversion of, or in exchange for, any shares of the Pledged Stock, or
otherwise in respect thereof such Grantor shall accept the same as the agent of
the Administrative Agent and the other Secured Parties, hold the same in trust
for the Administrative Agent and the other Secured Parties and deliver the same
forthwith to the Administrative Agent in the exact form received, duly indorsed
by such Grantor to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by such
Grantor and with, if the Administrative Agent so requests, signature
guaranteed, to be held by the Administrative Agent, subject to the terms
hereof, as additional collateral security for the Obligations, provided
that the foregoing shall not require any Grantor to so deliver any such Capital
Stock of any Issuer which is a Foreign Subsidiary if, as a result thereof, the
Capital Stock of such Foreign Subsidiary pledged hereunder would exceed 65% of
all Capital Stock of such Foreign Subsidiary. 
Any sums paid upon or in respect of the Pledged Securities upon the
liquidation or dissolution of any Issuer shall be paid over to the Administrative
Agent to be held by it hereunder as additional collateral security for the Obligations,
and in case any distribution of capital shall be made on or in respect of the
Pledged Securities or any property shall be distributed upon or with respect to
the Pledged Securities pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations.  If any
sums of money or property so paid or distributed in respect of the Pledged Securities
shall be received by such Grantor, such Grantor shall, until such money or
property is paid or delivered to the Administrative Agent, hold such money or
property in trust for the Secured Parties, segregated from other funds of such
Grantor, as additional collateral security for the Obligations.


(b)           Without the prior
written consent of the Administrative Agent (not to be unreasonably withheld or
delayed), such Grantor will not (i) vote to enable, or take any other action to
permit, any Issuer to issue any stock or other equity securities of any nature
or to issue any other securities convertible into or granting the right to
purchase or exchange for any stock or other equity securities of any nature of
any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Pledged Securities or Proceeds thereof
(except pursuant to a transaction expressly permitted by the Credit Agreement),
(iii) create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Pledged Securities or Proceeds
thereof, or any interest therein, except for the security interests created by
this Agreement and Liens permitted by the Credit Agreement or (iv) enter into
any agreement or undertaking restricting the right or ability of such Grantor
or the Administrative Agent to sell, assign or transfer any of the Pledged
Securities or Proceeds thereof.


(c)           In the case of each
Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the
terms of this Agreement relating to the Pledged Securities issued by it and
will comply with such terms insofar as such terms are applicable to it, (ii) it
will notify the Administrative Agent promptly in writing of the occurrence of
any of the events described in Section 5.8(a) with respect to the 


 



 14
 






 



Pledged Securities issued by it and (iii) the terms of Section 6.3(c)
shall apply to it, mutatis  mutandis, with respect to all actions
that may be required of it pursuant to Section 6.3(c) with respect to the Pledged
Securities issued by it.


(d)           Such Grantor
hereby agrees that if any Issuer of Pledged Stock is organized in a
jurisdiction which does not permit the use of certificates to evidence equity
ownership, or if any of the Pledged Stock is at any time not evidenced by
certificates of ownership, then such applicable Grantor shall, to the
extent permitted by applicable law, record such pledge on the equityholder register
or the books of the issuer, cause the issuer to execute and deliver to
the Administrative Agent an acknowledgment of the pledge of such Pledged
Stock substantially in the form of Annex 2 annexed
hereto, execute any customary pledge forms or other documents necessary or
appropriate to complete the pledge and give the Administrative Agent the
right to transfer such Pledged Stock under the terms hereof.


5.9        Receivables.  (a) 
Other than in the ordinary course of business consistent with its past
practice, such Grantor will not (i) grant any extension of the time of payment
of any Receivable, (ii) compromise or settle any Receivable for less than the
full amount thereof, (iii) release, wholly or partially, any Person liable for
the payment of any Receivable, (iv) allow any credit or discount whatsoever on
any Receivable or (v) amend, supplement or modify any Receivable in any manner
that could adversely affect the value thereof.


(b)           Such Grantor will
deliver to the Administrative Agent a copy of each material demand, notice or
document received by it that questions or calls into doubt the validity or enforceability
of more than 5% of the aggregate amount of the then outstanding Receivables of
the Borrower and its Subsidiaries.


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


(b)           Such Grantor (either
itself or through licensees) will not do any act, or omit to do any act,
whereby any material Patent may become forfeited, abandoned or dedicated to the
public.


(c)           Such Grantor (either
itself or through licensees) (i) will employ each material Copyright and (ii)
will not (and will not permit any licensee or sublicensee thereof to) do any
act or knowingly omit to do any act whereby any material portion of such
Copyrights may become invalidated or otherwise impaired.  Such Grantor will not (either itself or
through licensees) do any act whereby any material portion of such Copyrights
may fall into the public domain.


 



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(d)           Such Grantor (either
itself or through licensees) will not do any act
that knowingly uses any material Intellectual Property to infringe the
intellectual property rights of any other Person.


(e)           Such Grantor will
notify the Administrative Agent and the Lenders immediately if it knows, or has
reason to know, that any application or registration relating to any material
Intellectual Property may become forfeited, abandoned or dedicated to the
public, or of any adverse determination or development (including, without
limitation, the institution of, or any such determination or development in,
any proceeding in the United States Patent and Trademark Office, the United
States Copyright Office or any court or tribunal in any country) regarding such
Grantor’s ownership of, or the validity of, any material Intellectual Property
or such Grantor’s right to register the same or to own and maintain the same.


(f)            Whenever such
Grantor, either by itself or through any agent, employee, licensee or designee,
shall file an application for the registration of any Intellectual Property
with the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency in any State of the United States, such
Grantor shall report such filing to the Administrative Agent within five
Business Days after the last day of the fiscal quarter in which such filing
occurs.  Upon request of the
Administrative Agent, such Grantor shall execute and deliver, and have
recorded, any and all agreements, instruments, documents, and papers as the
Administrative Agent may reasonably request to evidence the security interest
of the Administrative Agent and the other Secured Parties in any Copyright,
Patent or Trademark and the goodwill and general intangibles of such Grantor
relating thereto or represented thereby.


(g)           Such Grantor will
take all reasonable and necessary steps, including, without limitation, in any
proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency in any State of the
United States, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of material Intellectual
Property, including, without limitation, filing of applications for renewal,
affidavits of use and affidavits of incontestability.


(h)           In the event that
any material Intellectual Property is infringed, misappropriated or diluted by
a third party, such Grantor shall (i) take such actions as such Grantor shall
reasonably deem appropriate under the circumstances to protect such
Intellectual Property and (ii) if such Intellectual Property is of material
economic value, promptly notify the Administrative Agent after it learns
thereof and sue for infringement, misappropriation or dilution, to seek
injunctive relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution.


5.11      Jurisdiction
of Organization.  At the Administrative
Agent’s request, each Grantor will provide its jurisdiction of organization,
identification number from the jurisdiction of organization (if any), and the
location of such Grantor’s chief executive office or sole place of
business.  In addition, the
Administrative Agent may request, and such Grantor shall provide upon such
request, a certified charter, certificate of incorporation, or other
organizational document and long form good standing certificate from each Grantor.


5.12      Commercial
Tort Claims.  Such Grantor will
advise the Administrative Agent of such Grantor’s interest in any Commercial
Tort Claim in an amount in excess of $1,000,000 in which such Grantor believes
it has rights, and such Grantor shall promptly provide the Administrative Agent



 



 16
 






 



with an updated Schedule 8 or a supplement to Schedule 8
(which, in each case shall become a part hereof) describing such Commercial
Tort Claim or such information with respect thereto as the Administrative Agent
may reasonably request in order to attach and perfect a security interest
therein in accordance with applicable law.


5.13      Additional
Accounts.  Such Grantor will advise
the Administrative Agent of the creation of any new (i) deposit account (as
such term is defined in Section 9-102(a)(29) of the New York UCC) which
(a) has had an average daily balance in excess of $500,000 for the four most
recent fiscal quarters for which financial information is available (measured
at the end of each fiscal quarter) and (b) in which the amounts held therein are
not transferred to a Deposit Account listed on Schedule 9 at the end of each
Business Day (any such deposit account will be a “Deposit Account” with respect
to the definition of such term heron), (ii) Securities Account or (iii)
Commodity Account, and such Grantor shall promptly provide the Administrative
Agent with an updated Schedule 9 describing such deposit account,
Securities Account or Commodities Account, as the case may be or such
information with respect thereto as the Administrative Agent may reasonably request.


SECTION 6.  REMEDIAL PROVISIONS


6.1        Certain
Matters Relating to Receivables. 
(a)  The Administrative Agent
shall have the right to make test verifications of the Receivables in any
manner and through any medium that it reasonably considers advisable, and each
Grantor shall furnish all such assistance and information as the Administrative
Agent may require in connection with such test verifications.  At any time and from time to time (but not
more frequently than once per fiscal quarter), upon the Administrative Agent’s
request and at the expense of the relevant Grantor, such Grantor shall cause
independent public accountants or others satisfactory to the Administrative
Agent to furnish to the Administrative Agent reports showing reconciliations,
aging and test verifications of, and trial balances for, the Receivables.


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


(c)           At the
Administrative Agent’s request, at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall deliver to the Administrative
Agent all original and other documents evidencing, and relating to, the agreements
and transactions which gave rise to the Receivables, including, without
limitation, all original orders, invoices and shipping receipts.


6.2        Communications
with Obligors; Grantors Remain Liable. 
(a)  The Administrative Agent in
its own name or in the name of others may at any time after the occurrence and
during the con-


 



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tinuance of an Event of Default communicate with obligors under the
Receivables to verify with them to the Administrative Agent’s satisfaction the
existence, amount and terms of any Receivables.


(b)           Upon the request of
the Administrative Agent at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall notify obligors on the
Receivables that the Receivables have been assigned to the Administrative Agent
for the ratable benefit of the Lenders and that payments in respect thereof
shall be made directly to the Administrative Agent.


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


6.3        Pledged
Stock.  (a)  Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have given notice
to the relevant Grantor of the Administrative Agent’s intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be
permitted to receive all cash dividends paid in respect of the Pledged Stock
and all payments made in respect of the Pledged Notes, in each case paid in the
normal course of business of the relevant Issuer and consistent with past
practice, to the extent permitted in the Credit Agreement, and to exercise all
voting and corporate rights with respect to the Investment Property; provided,
however, that no vote shall be cast or corporate right exercised or other
action taken which would materially impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.


(b)           If an Event of
Default shall occur and be continuing and the Administrative Agent shall give
notice of its intent to exercise such rights to the relevant Grantor or
Grantors, (i) the Administrative Agent shall have the right to receive any and
all cash dividends, payments or other Proceeds paid in respect of the Pledged
Securities and make application thereof to the Obligations in such order as the
Credit Agreement shall prescribe, and (ii) any or all of the Pledged Securities
shall be registered in the name of the Administrative Agent or its nominee, and
the Administrative Agent or its nominee may thereafter exercise (x) all voting,
corporate and other rights pertaining to such Pledged Securities at any meeting
of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and
all rights of conversion, exchange and subscription and any other rights,
privileges or options pertaining to such Pledged Securities as if it were the
absolute owner thereof (including, without limitation, the right to exchange at
its discretion any and all of the Pledged Securities upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of any Issuer, or upon the exercise by any Grantor or
the Administrative Agent of any right, privilege or option pertaining to such
Pledged Securities, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and 


 



 18
 






 



conditions as the Administrative Agent may determine), all without
liability except to account for property actually received by it, but the
Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do
so or delay in so doing.


(c)           Each Grantor hereby
authorizes and instructs each Issuer of any Pledged Securities pledged by such
Grantor hereunder to comply with any instruction received by it from the Administrative
Agent in writing that (i) states that an Event of Default has occurred and is
continuing and (ii) is otherwise in accordance with the terms of this
Agreement, without any other or further instructions from such Grantor, and
each Grantor agrees that each Issuer shall be fully protected in so complying.


6.4        Proceeds
To Be Turned Over to Administrative Agent. 
In addition to the rights of the Administrative Agent and the Lenders
specified in Section 6.1 with respect to payments of Receivables, if an Event
of Default shall occur and be continuing, and the Administrative Agent has so
requested, all Proceeds received by any Grantor in respect of Collateral
consisting of cash, checks and other near-cash items shall be held by such
Grantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of such Grantor, and shall, forthwith upon receipt by such Grantor,
be turned over to the Administrative Agent in the exact form received by such
Grantor (duly indorsed by such Grantor to the Administrative Agent, if
required).  All Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent in a
Collateral Account maintained under its sole dominion and control.  All Proceeds while held by the Administrative
Agent in a Collateral Account (or by such Grantor in trust for the
Administrative Agent and the Lenders) shall continue to be held as collateral
security for all the Obligations and shall not constitute payment thereof until
applied as provided in Section 6.5.


6.5        Application
of Proceeds.  At such intervals as
may be agreed upon by the Borrower and the Administrative Agent, or, if an
Event of Default shall have occurred and be continuing, at any time at the
Administrative Agent’s election, the Administrative Agent may apply all or any
part of Proceeds held in any Collateral Account in payment of the Obligations:


(a)           first, to the payment of the costs and expenses of
such collection, sale or other realization, including out-of-pocket costs and
expenses of the Administrative Agent and the fees and expenses of its agents
and counsel, and all expenses incurred and advances made by the Administrative
Agent in connection therewith; and


(b)           next, to the payment in full of the Obligations, in
each case equally and ratably in accordance with the respective amounts thereof
then due and owing or as the Lenders holding the same may otherwise agree,


and any part of such funds
which are not required to be applied in payment of the Obligations in accordance
with the foregoing provisions and which Administrative Agent deems not required
as collateral security for the Obligations shall be paid over from time to time
by the Administrative Agent to the Borrower or to whomsoever may be lawfully
entitled to receive the same.  Any
balance of such Proceeds remaining after the Obligations shall have been paid
in full, no Letters of Credit shall be outstanding and the Commitments shall
have terminated shall be paid over to the Borrower or to whomsoever may be lawfully
entitled to receive the same.


 



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6.6        Code and Other Remedies.  If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to
the Obligations, all rights and remedies of a secured parry under the New York
UCC or any other applicable law.  Without
limiting the generality of the foregoing, the Administrative Agent, without
demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by law referred to below) to or
upon any Grantor or any other Person (all and each of which demands, protests,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of
the Administrative Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit
risk.  The Administrative Agent or any
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released.  Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Administrative Agent shall apply the proceeds
of any action taken by it pursuant to this Section 6.6, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent and the
Lenders hereunder, including, without limitation, reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Obligations, in
the manner set forth in paragraphs (a) and (b) of Section 6.5, and only
after such application and after the payment by the Administrative Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account
for the surplus, if any, to any Grantor. 
To the extent permitted by applicable law, each Grantor waives all
claims, damages and demands it may acquire against the Administrative Agent or
any Lender arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 Business Days before such sale or
other disposition.


6.7        Private
Sales.  (a)  Each Grantor recognizes that the Administrative
Agent may be unable to effect a public sale of any or all the Pledged Stock, by
reason of certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof.  Each Grantor acknowledges and
agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. 
The Administrative Agent shall be under no obligation to delay a sale of
any of the Pledged Stock for the period of time necessary to permit the Issuer
thereof to register such securities for public sale under the Securities Act,
or under applicable state securities laws, even if such Issuer would agree to
do so.



 20














 


 


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


6.8        Deficiency.  Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.


SECTION 7.  THE ADMINISTRATIVE AGENT


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


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


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


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



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(iv)    execute, in connection with any sale
provided for in Section 6.6 or 6.7, any indorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral; and


(v)     (i) direct any party liable for any payment
under any of the Collateral to make payment of any and all moneys due or to
become due thereunder directly to the Administrative Agent or as the
Administrative Agent shall direct; (ii) ask or demand for, collect, and receive
payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral; (iii)
sign and indorse any invoices, freight or express bills, bills of lading, storage
or warehouse receipts, drafts against debtors, assignments, verifications,
notices and other documents in connection with any of the Collateral; (iv)
commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral; (v) defend
any suit, action or proceeding brought against such Grantor with respect to any
Collateral; (vi) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as
the Administrative Agent may deem appropriate; (vii) assign any Copyright,
Patent or Trademark (along with the goodwill of the business to which any such
Copyright, Patent or Trademark pertains), throughout the world for such term or
terms, on such conditions, and in such manner, as the Administrative Agent
shall in its sole discretion determine; and (viii) generally, sell, transfer,
pledge and make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though the Administrative Agent were the
absolute owner thereof for all purposes, and do, at the Administrative Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts
and things which the Administrative Agent reasonably deems necessary to
protect, preserve or realize upon the Collateral and the Administrative Agent’s
and the other Secured Parties’ security interests therein and to effect the
intent of this Agreement, all as fully and effectively as such Grantor might
do.


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


(b)           If any Grantor fails
to perform or comply with any of its agreements contained herein, the
Administrative Agent, at its option, but without any obligation so to do, may
perform or comply, or otherwise cause performance or compliance, with such
agreement.


(c)           The expenses of the
Administrative Agent incurred in connection with actions undertaken as provided
in this Section 7.1, together with interest thereon at a rate per annum equal
to the rate per annum at which interest would then be payable on past due
Revolving Credit Loans that are ABR Loans under the Credit Agreement, from the
date of payment by the Administrative Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Administrative Agent
on demand.


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



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


 


7.3        Execution of Financing Statement.  Pursuant to applicable law, each Grantor
authorizes the Administrative Agent to file or record financing statements and
other filing or recording documents or instruments with respect to the Collateral
without the signature of such Grantor in such form and in such offices as the
Administrative Agent reasonably determines appropriate to perfect the security
interests of the Administrative Agent under this Agreement.  Each Grantor authorizes the Administrative
Agent to use the collateral description of “all assets, whether now owned or
hereafter acquired” in any such financing statements.  A photographic or other reproduction of this
Agreement shall be sufficient as a financing statement or other filing or
recording document or instrument for filing or recording in any jurisdiction.


7.4        Authority
of Administrative Agent.  Each
Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as between the
Administrative Agent and the Lenders, be governed by the Credit Agreement and
by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting, and
no Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


SECTION 8.  MISCELLANEOUS


8.1        Amendments
in Writing.  None of the terms or
provisions of this Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by each affected Grantor and
the Administrative Agent (acting with the required consent, if any, of the Lenders
as provided in the Credit Agreement), provided that any provision of
this Agreement imposing obligations on any Grantor may be waived by the
Administrative Agent in a written instrument executed by the Administrative
Agent (acting with the required consent, if any, of the Lenders as provided in
the Credit Agreement) of the Credit Agreement, subject to the terms of the
Credit Agreement.



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8.2        Notices.  All notices, requests and demands to or upon
the Administrative Agent or any Grantor hereunder shall be effected in the
manner provided for in subsection 11.2 of the Credit Agreement; provided
that any such notice, request or demand to or upon any Guarantor shall be addressed
to such Guarantor at its notice address set forth on Schedule 1.


8.3        No Waiver by Course of Conduct;
Cumulative Remedies.  Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default.  No failure
to exercise, nor any delay in exercising, on the part of the Administrative
Agent or any Lender, any right, power or privilege hereunder shall operate as a
waiver thereof.  No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or
such Lender would otherwise have on any future occasion.  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.


8.4        Enforcement Expenses; Indemnification.  (a) 
Each Guarantor agrees to pay or reimburse each Lender and the
Administrative Agent for all its costs and expenses incurred in collecting
against such Guarantor under the guarantee contained in Section 2 or otherwise
enforcing or preserving any rights under this Agreement and the other Loan
Documents to which such Guarantor is a party, including, without limitation,
the fees and disbursements of counsel to each Lender and of counsel to the
Administrative Agent.


(b)           Each
Guarantor agrees to pay, and to save the Administrative Agent and the Secured
Parties harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other similar taxes
which may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated by this
Agreement to the extent the Borrower would be required to do so pursuant to
subsection 11.5 of the Credit Agreement.


(c)           Each
Guarantor agrees to pay, and to save the Administrative Agent and the other
Secured Parties harmless from, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement to the extent the
Borrower would be required to do so pursuant to subsection 11.5 of the Credit
Agreement.


(d)           The
agreements in this Section 8.4 shall survive termination of the Loan Documents
and repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Loan Documents.


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



 24
 






 



8.6        Set-Off.  Each Grantor hereby irrevocably authorizes
the Administrative Agent and each Lender at any time and from time to time
while an Event of Default shall have occurred and be continuing, without notice
to such Grantor or any other Grantor, any such notice being expressly waived by
each Grantor, to set off and appropriate and apply any and all deposits
(general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by the Administrative Agent or such Lender to or for the
credit or the account of such Grantor, or any part thereof in such amounts as
the Administrative Agent or such Lender may elect, against and on account of
the obligations and liabilities of such Grantor to the Administrative Agent or
such Lender hereunder and claims of every nature and description of the
Administrative Agent or such Lender against such Grantor, in any currency,
whether arising hereunder, under the Credit Agreement, any other Loan Document
or otherwise, as the Administrative Agent or such Lender may elect, whether or
not the Administrative Agent or any Lender has made any demand for payment and
although such obligations, liabilities and claims may be contingent or
unmatured.  The Administrative Agent and
each Lender shall notify such Grantor promptly of any such set-off and the
application made by the Administrative Agent or such Lender of the proceeds
thereof, provided that the failure to give such notice shall not affect
the validity of such set-off and application. 
The rights of the Administrative Agent and each Lender under this
Section 8.6 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent or such
Lender may have.


8.7        Counterparts. 
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by telecopy), and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.


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


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


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


8.11      GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


8.12      Submission to Jurisdiction; Waivers.  Each Grantor hereby irrevocably and
unconditionally:



 25
 






 



 


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


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


(c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Grantor at its address referred
to in Section 8.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto;


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


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 8.12 any
consequential damages.


8.13      Acknowledgements.  Each Grantor hereby acknowledges that:


(a)           it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;


(b)           neither
the Administrative Agent nor any other Secured Party has any fiduciary relationship
with or duty to any Grantor arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Grantors,
on the one hand, and the Administrative Agent and other Secured Parties, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor, and


(c)           no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Grantors and the Secured Parties.


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


8.15      Additional Grantors. 
Each Subsidiary of the Borrower that is required to become a party to
this Agreement pursuant to subsection 7.9 of the Credit Agreement shall become
a Grantor for all purposes of this Agreement upon execution and delivery by
such Subsidiary of an Assumption Agreement in the form of Annex 1
hereto.



 26
 






 



 


8.16      Releases. 
(a)  At such time as the Loans,
the Reimbursement Obligations and the other Obligations shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor hereunder
shall terminate, all without delivery of any instrument or performance of any
act by any party, and all rights to the Collateral shall revert to the
Grantors.  At the request and sole
expense of any Grantor following any such termination, the Administrative Agent
shall deliver to such Grantor any Collateral held by the Administrative Agent
hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.


(b)           If any of the Collateral
shall be sold, transferred or otherwise disposed of by any Grantor in a
transaction permitted by the Credit Agreement, then the Administrative Agent,
at the request and sole expense of such Grantor, shall execute and deliver to
such Grantor all releases or other documents reasonably necessary or desirable
for the release of the Liens created hereby on such Collateral.  At the request and sole expense of the
Borrower, a Subsidiary Guarantor shall be released from its obligations
hereunder in the event that all the Capital Stock of such Subsidiary Guarantor
shall be sold, transferred or otherwise disposed of, or such Subsidiary
Guarantor shall be liquidated or dissolved, in each case in a transaction
permitted by the Credit Agreement, provided that the Borrower shall have
delivered to the Administrative Agent, at least ten Business Days prior to the
date of the proposed release, a written request for release identifying the
relevant Subsidiary Guarantor and the terms of the sale or other disposition in
reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower stating that such
transaction is in compliance with the Credit Agreement and the other Loan
Documents.


[Signature Page Follows]


 



 27














 


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




	
  

  	
   

  	
   

  	
  NBTY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  






 


 


 


 


 


 


 



 S-1
 






 



 




	
   

  	
  AMERICAN HEALTH, INC.,

  
	
   

  	
  ARCO PHARMACEUTICALS, INC.,

  
	
   

  	
  ARTHRITIS RESEARCH CORP.,

  
	
   

  	
  BIOSMART DIRECT SALES, LLC,

  
	
   

  	
  DE TUINEN LTD.,

  
	
   

  	
  DIABETES AMERICAN RESEARCH CORP.,

  
	
   

  	
  DYNAMIC ESSENTIALS (DE), INC.,

  
	
   

  	
  EUROLEAN RESEARCH, LLC,

  
	
   

  	
  FOOD SYSTEMS, INC.

  
	
   

  	
  GOOD N’ NATURAL MANUFACTURING CORP.,

  
	
   

  	
  HEALTHWATCHERS (DE), INC.,

  
	
   

  	
  HOLLAND & BARRETT LTD.,

  
	
   

  	
  MET-RX NUTRITION, INC.,

  
	
   

  	
  MET-RX SUBSTRATE TECHNOLOGY, INC.,

  
	
   

  	
  MET-RX USA, INC.,

  
	
   

  	
  NABARCO ADVERTISING ASSOCIATES, INC.,

  
	
   

  	
  NATURAL WEALTH NUTRITION CORPORATION,

  
	
   

  	
  NATURE’S BOUNTY INC.,

  
	
   

  	
  NATURE’S BOUNTY MANUFACTURING CORP.,

  
	
   

  	
  NATURE’S BOUNTY, INC.,

  
	
   

  	
  NATURESMART, LLC,

  
	
   

  	
  NBTY AVIATION, LLC,

  
	
   

  	
  NBTY CAH COMPANY,

  
	
   

  	
  NBTY CAM COMPANY,

  
	
   

  	
  NBTY CANADA ACQUISITION, INC.,

  
	
   

  	
  NBTY CHINA HOLDINGS, INC.,

  
	
   

  	
  NBTY CHINA, INC.,

  
	
   

  	
  NBTY DISTRIBUTION, INC.,

  
	
   

  	
  NBTY FLIGHT SERVICES, LLC,

  
	
   

  	
  NBTY GLOBAL, INC.

  
	
   

  	
  NBTY MANUFACTURING, LLC,

  
	
   

  	
  NBTY PAH, LLC,

  
	
   

  	
  NBTY TRANSPORTATION, INC.,

  
	
   

  	
  NBTY UKRAINE 1, LLC,

  
	
   

  	
  NBTY UKRAINE 2, LLC,

  
	
   

  	
  NBTY UKRAINE, INC.,

  
	
   

  	
  NUTRITION HEADQUARTERS (DE), INC.,

  
	
   

  	
  OMNI VITAMIN AND NUTRITION CORP.,

  
	
   

  	
  PHYSIOLOGICS, LLC,

  
	
   

  	
  PRECISION ENGINEERED LIMITED (USA),

  
	
   

  	
  PURITAN’S PRIDE, INC.,

  
	
   

  	
  PURITAN’S PRIDE OF JAPAN,

  
	
   

  	
  REXALL SUNDOWN, INC.,

  
	
   

  	
  REXALL US DELAWARE, INC.,

  
	
   

  	
  REXALL, INC.,

  
	
   

  	
  RICHARDSON LABS, INC.,

  
	
   

  	
  RXSD, INC.,

  
	
   

  	
  SOLGAR HOLDINGS, INC.,

  
	
   

  	
  SOLGAR MEXICO HOLDINGS, LLC,

  
	
   

  	
  SOLGAR, INC.,

  
	
   

  	
  SUNDOWN, INC.,

  
	
   

  	
  THE ESTER C COMPANY,

  
	
   

  	
  THE
  NON-IRRADIATED HERBAL MANUFACTURERS

  GROUP, LLC,

  
	
   

  	
  UNITED STATES NUTRITION, INC.,

  
	
   

  	
  UNITED VITAMIN MANUFACTURING CORP.,

  
	
   

  	
  VITAMIN WORLD (BOCA), LLC,

  
	
   

  	
  VITAMIN WORLD (VI), INC.

  
	
   

  	
  VITAMIN WORLD OF GUAM, LLC,

  
	
   

  	
  VITAMIN WORLD ONLINE, INC.,

  






 



 S-2
 






 



 




	
  

  	
  VITAMIN WORLD OUTLET STORES, INC.,

  
	
   

  	
  VITAMIN WORLD, INC.,

  
	
   

  	
  WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.,

  
	
   

  	
   

  






 




	
  

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 



 S-3















 


ANNEX 1


[FORM OF
ASSUMPTION AGREEMENT]


ASSUMPTION AGREEMENT, dated as of
[                           ].
made by [                    
                                          ],
a [         ] corporation (the “Additional
Grantor”), in favor of JPMorgan Chase Bank, N.A. as administrative agent
(in such capacity, the “Administrative Agent”), for the banks and other
financial institutions (the “Lenders”) parties to the Credit Agreement
referred to below.  Unless otherwise
indicated, all capitalized terms not defined herein shall have the meaning
ascribed to them in such Credit Agreement.


W I T N E S S E T H :


WHEREAS, NBTY, Inc. (the “Borrower”), the
Lenders, JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral
Agent, and Bank of America, N.A., BNP Paribas, Citibank, N.A., and HSBC Bank
USA, National Association, as Co-Syndication Agents, have entered into a Credit
Agreement, dated as of November 3, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”);


WHEREAS, in connection with the Credit Agreement, the
Borrower and certain of its Subsidiaries (other than the Additional Grantor)
have entered into the Guarantee and Collateral Agreement, dated as of November
3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”) in favor of the Administrative Agent for the
benefit of the Lenders;


WHEREAS, the Credit Agreement requires the Additional
Grantor to become a party to the Guarantee and Collateral Agreement; and


WHEREAS, the Additional Grantor has agreed to execute
and deliver this Assumption Agreement in order to become a party to the
Guarantee and Collateral Agreement;


NOW, THEREFORE, IT IS AGREED:


1.             Guarantee
and Collateral Agreement.  By
executing and delivering this Assumption Agreement, the Additional Grantor, as
provided in Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes
a party to the Guarantee and Collateral Agreement as a Grantor thereunder with
the same force and effect as if originally named therein as a Grantor and,
without limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder. In furtherance of the
foregoing, the Additional Grantor hereby assigns and transfers to the
Administrative Agent, and hereby grants to the Administrative Agent, for the
benefit of the Secured Parties, a security interest in, all of the Collateral
(as defined in the Guarantee and Collateral Agreement) now owned or at any time
hereafter acquired by the Additional Grantor or in which the Additional Grantor
now has or at any time in the future may acquire any right, title or interest,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the Additional
Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement). 









 



 


The information set forth in Annexes 2 and 4 [and
[    ]] hereto is hereby added to the information set forth
in Schedules 2 and 4 [and [     ]] to the Guarantee
and Collateral Agreement. The Additional Grantor hereby represents and warrants
that each of the representations and warranties contained in Section 4 of the
Guarantee and Collateral Agreement is true and correct on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as
of such date.


2.             GOVERNING
LAW.  THIS ASSUMPTION AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.


 



 2














 


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




	
  

  	
  [                                              ]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 















 


 


ANNEX 2


FORM OF ISSUER’S
ACKNOWLEDGMENT


The undersigned hereby (i) acknowledges receipt of a
copy of that certain Guarantee and Collateral Agreement, dated as of November
3, 2006, made by NBTY, Inc., a Delaware corporation (the “Borrower”) and
the other signatories thereto, other than the Administrative Agent (together
with any entity that may become a party thereto as a Grantor as provided
therein (collectively, with the Borrower, and together with any successors in
such capacities, the “Grantors”), as pledgors, assignors and debtors, in
favor of JPMorgan Chase Bank, N.A., a New York banking corporation, in its
capacity as administrative agent pursuant to the Credit Agreement, as pledgee,
assignee and secured party (in such capacities and together with any successors
in such capacities, the “Administrative Agent”) (and as further amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Guarantee and Collateral Agreement”; capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Guarantee and Collateral Agreement), (ii) agrees promptly to note on its
books the security interests granted to the Administrative Agent in respect of
the Pledged Stock of the undersigned and confirmed under the Guarantee and
Collateral Agreement, (iii) agrees that it will comply with instructions of the
Administrative Agent with respect to such Pledged Stock without further consent
by the applicable Grantor, (iv) agrees to notify the Administrative Agent upon
obtaining knowledge of any interest in favor of any Person in the such Pledged
Stock that is adverse to the interest of the Administrative Agent therein and
(v) waives any right or requirement at any time hereafter to receive a
copy of the Guarantee and Collateral Agreement in connection with the exercise
of voting rights by the Administrative Agent or its nominee.


 


	
  

  	
  [                             ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: