Exhibit 10.4


Form of


PLEDGE AND SECURITY AGREEMENT


(Guarantor)


 


THIS PLEDGE AND SECURITY AGREEMENT (the “Guarantor
Security Agreement”) is made and dated as of November 13, 2003 by and
between
[               ],
an [                ]
corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as administrative agent (in such capacity, the
“Administrative Agent”) for itself and the Lenders under (and as that term and
capitalized terms not otherwise defined herein are defined in) that certain
Second Amended and Restated Credit Agreement dated as of even date herewith by
and among Dollar Financial Group, Inc., a New York corporation (“Company”), the
Parent, the Administrative Agent, the Documentation Agent, the Syndication
Agent and the Lenders from time to time party thereto (as amended, extended and
replaced from time to time, the “Credit Agreement”).


 


RECITALS


 


A.                                   Pursuant to the Credit Agreement the Lenders
have agreed to extend credit to the Company from time to time.


 


B.                                     As a condition precedent to the Lenders’
ongoing obligation to extend credit under the Credit Agreement, Guarantor is
required to execute and deliver to the Administrative Agent for the benefit of
the Lenders that certain Guaranty, dated concurrently herewith (the
“Guaranty”), pursuant to which Guarantor has agreed to guaranty the Obligations
of the Company under the Credit Agreement.


 


C.                                     As security for the payment and performance
of its obligations to the Lenders under the Guaranty and under this Guarantor
Security Agreement, it is the intent of Guarantor to pledge and to grant to the
Administrative Agent on behalf of itself and the Lenders (collectively, the
“Secured Parties”) and to create a security interest in certain property of
Guarantor, as hereinafter provided.


 


NOW, THEREFORE, in consideration of the above
Recitals and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


AGREEMENT


 


1.                                       Appointment of Administrative Agent. 
Pursuant to Paragraph 10(a) of the Credit Agreement, each Lender has
appointed the Administrative Agent as its agent hereunder.  The Administrative Agent shall act as secured
party, agent, bailee and custodian for the exclusive benefit of the Secured
Parties with respect to the Guarantor Collateral (as defined below).  The Administrative Agent hereby accepts such
appointment and agrees that the Administrative Agent will act with respect to
the Guarantor Collateral for the exclusive benefit of the Secured Parties and
is not, and shall not at any time in the future be, subject with respect to the
Guarantor Collateral, in any manner or to any extent, to the direction or
control of the Guarantor except as expressly permitted hereunder, under the
other Loan Documents or as required by law. 
The


 

















 


Administrative
Agent shall act in accordance with this Guarantor Security Agreement and in
accordance with any written instructions properly delivered pursuant hereto.


 


2.                                       Grant of Security Interest. 
Guarantor hereby pledges, assigns and grants to the Administrative
Agent, for the pro rata, pari passu benefit of the Lenders in accordance with
the outstanding Obligations from time to time owing to them respectively, a
security interest in the property described in Paragraph 3 below (collectively
and severally, the “Guarantor Collateral”) to secure payment and performance of
the obligations of Guarantor described in Paragraph 5 below (collectively and
severally, the “Guarantor Obligations”).


 


3.                                       Guarantor Collateral.  The
Guarantor Collateral shall consist of all right, title and interest of
Guarantor in and to the following:


 


(a)                                  All shares of capital stock of each now
existing and hereafter formed or acquired direct Subsidiary of Guarantor, now owned
and hereafter acquired by Guarantor, together with all new, substituted and
additional securities at any time issued with respect thereto (collectively and
severally, the “Pledged Shares”, with all the Pledged Shares in existence as of
the date hereof being listed and described on Schedule 1 hereto)
and all voting or other rights now or hereafter exercisable and all cash and
noncash dividends and all other property now or hereafter receivable with
respect to any of the foregoing; provided, however, that with respect to each
such Subsidiary of Guarantor which is a Foreign Subsidiary, the Pledged Shares
shall include shares which constitute only sixty-five percent (65%) of the
voting capital stock of such Subsidiary;


 


(b)                                 All now existing and hereafter arising rights
of the holder of Pledged Shares with respect thereto, including, without
limitation, all voting rights and all rights to cash and noncash dividends and
other distributions on account thereof;


 


(c)                                  All of Guarantor’s right, title and interest
in and to (but not Guarantor’s obligations under) all now existing and
hereafter arising contracts and agreements to which Guarantor is party (with
any contracts or agreements to which Guarantor is party in effect as of the
date hereof requiring Guarantor or any of its Affiliates to make payments in
excess of $50,000.00 in any calendar year listed on Schedule 2
hereto), in each case as such agreements may be amended, supplemented or
otherwise modified from time to time (such agreements, as so amended, supplemented
or modified, individually, an “Assigned Agreement”, and collectively, the
“Assigned Agreements”), including, without limitation, all rights of Guarantor
to receive moneys due and to become due under or pursuant to the Assigned
Agreements, all rights of Guarantor to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Assigned Agreements, all
claims of Guarantor for damages arising out of or for breach of or default
under the Assigned Agreements, and all rights of Guarantor to terminate, amend,
supplement or modify the Assigned Agreements, to perform thereunder and to
compel performance and otherwise exercise all remedies thereunder; provided,
however, that with respect to any such contract or agreement where the grant of
a security interest in Guarantor’s right, title and interest therein is
prohibited by the terms thereof, or would give any other party the right to
terminate its obligations thereunder, or is not permitted because any necessary
consent to such grant has not been obtained, the Collateral shall include only
the rights of


 


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Guarantor
to receive moneys due and to become due, if any, under or pursuant to such
contract or agreement;


 


(d)                                 All now existing and hereafter arising
accounts, chattel paper, documents, instruments, letter of credit rights,
commercial tort claims, and general intangibles (as those terms are defined in
the California Uniform Commercial Code as in effect from time to time) of
Guarantor, whether or not arising out of or in connection with the sale or
lease of goods or the rendering of services, and all rights of Guarantor now or
hereafter arising in and to all security agreements, guaranties, leases and
other contracts securing or otherwise relating to any such accounts, chattel
paper, documents, instruments, letter of credit rights, commercial tort claims,
and general intangibles, including each note receivable referred to in Schedule 3
attached hereto (any and all such accounts, chattel paper, documents,
instruments, letter of credit rights, commercial tort claims, and general
intangibles being the “Receivables”, and any and all such security agreements,
guaranties, leases and other contracts being the “Related Contracts”);


 


(e)                                  All inventory of Guarantor, now owned and
hereafter acquired, wherever located, including, without limitation, all
merchandise, goods and other personal property which are held for sale or lease
or leased by Guarantor or to be furnished under a contract of service, all raw
materials, work in process, materials used or consumed in Guarantor’s business
and finished goods, all goods in which Guarantor has an interest in mass or a
joint or other interest or gifts of any kind (including goods in which
Guarantor has an interest or right as consignee), and all goods which are
returned to or repossessed by Guarantor, together with all additions and
accessions thereto and replacements therefor and products thereof and documents
therefor (any and all of the foregoing being the “Inventory”);


 


(f)                                    All equipment of Guarantor, now owned and
hereafter acquired, wherever located, and all parts thereof and all accessions,
additions, attachments, improvements, substitutions and replacements thereto
and therefor, including, without limitation, all machinery, tools, dies,
blueprints, catalogues, computer hardware and software, furniture, furnishings
and fixtures (any and all of the foregoing being the “Equipment”);


 


(g)                                 All now existing and hereafter acquired
Intellectual Property Collateral owned by Guarantor or used in Guarantor’s
business; provided, however, that with respect to any
Intellectual Property Collateral where the grant of a security interest in
Guarantor’s right, title and interest therein is prohibited by the terms thereof,
or would give any other party the right to terminate its obligations
thereunder, or is not permitted because any necessary consent to such grant has
not been obtained, the Collateral shall include only the rights of Guarantor to
receive moneys due and to become due, if any, under or pursuant to such
Intellectual Property Collateral;


 


(h)                                 All deposit accounts, now existing and
hereafter arising or established, maintained in Guarantor’s name with any
financial institution, including, without limitation, those accounts described
more particularly on Schedule 4 attached hereto, and any and all
funds at any time held therein and all certificates and instruments, if any,
from time to time representing, evidencing or deposited into such accounts, and
all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing;


 


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(i)                                     All now existing and hereafter acquired
books, records, writings, data bases, information and other property relating
to, used or useful in connection with, embodying, incorporating or referring
to, any of the foregoing Guarantor Collateral;


 


(j)                                     All other property of Guarantor (other than
any capital stock of any Foreign Subsidiary not pledged under Paragraph 3(a)
above) now or hereafter in the possession, custody or control of the
Administrative Agent, and all property of Guarantor (other than any capital
stock of any Foreign Subsidiary not pledged under Paragraph 3(a) above)
in which the Administrative Agent now has or hereafter acquires a security
interest;


 


(k)                                  All now existing and hereafter acquired cash
and cash equivalents held by Guarantor not otherwise included in the foregoing
Collateral; and


 


(l)                                     All products and proceeds of the foregoing
Guarantor Collateral.  For purposes of
this Guarantor Security Agreement, the term “proceeds” shall have the meaning
provided in the California Uniform Commercial Code as in effect from time to
time, and also includes any voluntary or involuntary disposition, and all
rights to payment, including return premiums, with respect to any
insurance.   Notwithstanding the
foregoing, the Guarantor Collateral shall not include the leasehold interest in
any equipment, nor any equipment acquired under purchase money financing
permitted under the Credit Agreement, if the granting of a security interest
therein would violate the terms of the lease or financing documents.


 


Notwithstanding
the foregoing, to the extent that granting the security interest contemplated
hereby in any rights, property or assets of Guarantor that are subject to Liens
permitted by the Credit Agreement or the other Loan Documents would violate or
result in a breach by Guarantor under, or confer upon any other party the right
to terminate, the documents, instruments or agreements governing such Liens, so
long as such documents, instruments, and agreements are in effect, the
Guarantor Collateral shall include only the rights of Guarantor to receive
moneys due and to become due, if any, under or pursuant to such contract or
agreement.


 


4.                                       Intellectual Property Collateral.  For
purposes of this Guarantor Security Agreement, the terms set forth below shall
have the following meanings:


 


“Computer Hardware and Software Collateral”
means:


 


(a)           All
of Guarantor’s computer and other electronic data processing hardware,
integrated computer systems, central processing units, memory units, display
terminals, printers, features, computer elements, card readers, tape drives,
hard and soft disk drives, cables, electrical supply hardware, generators,
power equalizers, accessories and all peripheral devices and other related
computer hardware;


 


(b)                                 All of Guarantor’s software programs
(including both source code, object code and all related applications and data
files), whether now owned, licensed or leased or hereafter acquired by
Guarantor, designed for use on the computers and electronic data processing
hardware described in clause (a) above;


 


(c)                                  All firmware associated therewith;


 


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(d)                                 All documentation (including flow charts,
logic diagrams, manuals, guides and specifications) with respect to such
hardware, software and firmware described in the preceding clauses (a)
through (c); and


 


(e)                                  All rights with respect to all of the
foregoing, including, without limitation, any and all of Guarantor’s
copyrights, licenses, options, warranties, service contracts, program services,
test rights, renewal rights and indemnifications and any substitutions,
replacements, additions or model conversions of any of the foregoing.


 


“Copyright Collateral” means all copyrights
and all semi-conductor chip product mask works of Guarantor, whether statutory
or common law, registered or unregistered, now or hereafter in force throughout
the world including, without limitation, all of Guarantor’s right, title and
interest in and to all copyrights and mask works registered in the United
States Copyright Office or anywhere else in the world and also including,
without limitation, the copyrights and mask works (if any) referred to in Schedule 5
attached hereto, and all applications for registration thereof, whether pending
or in preparation, all copyright and mask work licenses, including, without
limitation, each copyright and mask work license referred to in Schedule 5
attached hereto, the right of Guarantor to sue for past, present and future
infringements of any thereof, all rights of Guarantor corresponding thereto
throughout the world, all extensions and renewals of any thereof and all
proceeds of the foregoing,  including,
without limitation, licenses, royalties, income, payments, claims damages and
proceeds of suit.


 


“Intellectual Property Collateral” means,
collectively, the Computer Hardware and Software Collateral, the Copyright
Collateral, the Patent Collateral, the Trademark Collateral and the Trade
Secrets Collateral.


 


“Patent Collateral” means:


 


(a)                                  All of Guarantor’s letters patent and
applications for letters patent throughout the world, including all of
Guarantor’s patent applications in preparation for filing anywhere in the world
and with the United States Patent and Trademark Office and including, without
limitation, each patent and patent appellation referred to in Schedule 6
attached hereto;


 


(b)                                 All of Guarantor’s patent licenses,
including, without limitation, each patent license referred to in Schedule 6
attached hereto;


 


(c)                                  All reissues, divisions, continuations,
continuations-in-part, extensions, renewals and reexaminations of any of the
items described in clauses (a) and (b); and


 


(d)                                 All proceeds of, and rights associated with,
the foregoing (including license royalties and proceeds of infringements
suits), the right of Guarantor to sue third parties for past, present or future
infringements of any patent or patent application of Guarantor, including any
patent or patent applications referred to in Schedule 6 attached
hereto, and for breach of enforcement of any patent license, including any
patent, license referred to in Schedule 6 attached hereto, and all
rights corresponding thereto throughout the world.


 


“Trademark Collateral” means:


 


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(a)                                  All of Guarantor’s trademarks, trade names,
corporate names, business names, fictitious business names, trade styles,
service marks, certification makers, collective marks, logos, other source of
business identifiers, prints and labels on which any of the foregoing have
appeared or appear, designs and general intangibles of a like nature (all of
the foregoing items in this clause (a) being collectively called a
“Trademark”), now existing anywhere in the world or hereafter adopted or
acquired, whether currently in use or not, all registrations and recordings
thereof and all applications in connection therewith, whether pending or in
preparation for filing, including registrations, recordings and applications in
the United States Patent and Trademark Office or in any office or agency of the
United States of America or any State thereof or any foreign country,
including, without limitation, those Trademarks (if any) referred to in Schedule 7
attached hereto;


 


(b)                                 All of Guarantor’s Trademark licenses,
including, without limitation, each Trademark license (if any) referred to in Schedule 7
attached hereto;


 


(c)                                  All reissues, extensions or renewals of any
of the items described in clauses (a) and (b);


 


(d)                                 All of the goodwill of the business of
Guarantor connected with the use of, and symbolized by the items described in, clauses
(a) and (b), and


 


(e)                                  All proceeds of, and rights of Guarantor
associated with, the foregoing, including any claim by Guarantor against third
parties for past, present or future infringement or dilution of any Trademark,
Trademark registration or Trademark license, including any Trademark, Trademark
registration or Trademark license referred to in Schedule 7
attached hereto, or for any injury to the goodwill associated with the use of
any such Trademark or for breach or enforcement of any Trademark license.


 


“Trade Secrets Collateral” means common law
and statutory trade secrets and all other confidential or proprietary or useful
information and all know-how obtained by or used in or contemplated at any time
for use in the business of Guarantor (all of the foregoing being collectively
called a “Trade Secret”), whether or not such Trade Secret has been reduced to
a writing or other tangible form including all documents and things embodying,
incorporating or referring in any way to such Trade Secret, all Trade Secret
licenses, including each Trade Secret license referred to in Schedule 8
attached hereto, and including the right to sue for and to enjoin and to
collect damages for the actual or threatened misappropriation of any Trade
Secret and for the breach or enforcement of any such Trade Secret license.


 


5.                                       Guarantor Obligations.  The
Guarantor Obligations secured by this Guarantor Security Agreement shall
consist of any and all debts, obligations and liabilities of Guarantor to the
Secured Parties arising out of, connected with or related to the Guaranty and
this Guarantor Security Agreement, and all amendments or extensions or renewals
of the Guaranty and this Guarantor Security Agreement, whether now existing or
hereafter arising, voluntary or involuntary, whether or not jointly owed with
others, direct or indirect, absolute or contingent, liquidated or unliquidated,
and whether or not from time to time decreased or extinguished and later
increased, created or incurred.


 


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6.                                       Indemnification.  Guarantor shall indemnify the Administrative
Agent and its agents, officers and employees and hold the Administrative Agent
and its agents, officers and employees harmless from and against any and all
claims, losses, liabilities, penalties, actions, suits, judgments, costs,
expenses and/or damages (including, without limitation, reasonable and
documented attorneys’ fees and disbursements and special or consequential
damages) of any kind whatsoever which may at any time be imposed on, assessed
against or incurred by the Administrative Agent or its agents, officers and
employees: (1) in any way relating to or arising out of the Loan Documents
to which Guarantor is party or any documents contemplated by or referred to
therein to which Guarantor is party or the transactions contemplated thereby or
any action taken or omitted to be taken by the Administrative Agent or its
agents, officers and employees with respect to the foregoing; or (2) in
any manner resulting from any action taken or omitted to be taken by the
Administrative Agent or its agents, officers and employees with respect to the
Guarantor Collateral in accordance with written instructions given pursuant to
the terms and provisions of this Guarantor Security Agreement; provided,
however, that under no circumstance shall Guarantor be liable for any portion
of any amount described in clause (1) or (2) above arising out of or resulting
from the gross negligence or willful misconduct of the Administrative Agent.  The indemnification obligations of Guarantor
under this Paragraph 6 shall survive termination of this Guarantor
Security Agreement and payment in full of the Obligations.  Attorneys’ fees and disbursements incurred
in enforcing, or on appeal from, a judgment pursuant hereto shall be
recoverable separately from and in addition to any other amount included in
such judgment, and this clause is intended to be severable from the other
provisions of this Guarantor Security Agreement and to survive and not be
merged into such judgment.


 


7.                                       Guarantor Remains Liable. 
Anything herein to the contrary notwithstanding,


 


(a)                                  Guarantor shall remain liable under the
contracts and agreements included in the Guarantor Collateral to the extent set
forth therein, and shall perform all of its duties and obligations under such
contracts and agreements to the same extent as if this Guarantor Security
Agreement had not been executed;


 


(b)                                 The exercise by the Administrative Agent of
any of its rights hereunder shall  not
release Guarantor from any of Guarantor’s duties or obligations under any such
contracts or agreements included in the Guarantor Collateral; and


 


(c)                                  Neither the Administrative Agent nor any
Lender shall have any obligation or liability under any such contracts or
agreements included in the Guarantor Collateral by reason of this Guarantor
Security Agreement, nor shall the Administrative Agent or any Lender be
obligated to perform any of the obligations or duties of Guarantor thereunder
or to take action to collect or enforce any claims for payment assigned
hereunder.


 


8.                                       Duties and Obligations of Guarantor.


 


(a)                                  Guarantor shall defend at its own costs:


 


(i)                                     Its rights in the Guarantor Collateral, and


 


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(ii)                                  The security interests of the Administrative
Agent in and to the Guarantor Collateral pursuant to this Guarantor Security
Agreement as a valid, perfected lien upon the Guarantor Collateral.  Guarantor covenants and agrees that it will
have title to and right to pledge any other property at any time hereafter
pledged to the Administrative Agent as Guarantor Collateral under this
Guarantor Security Agreement.


 


(b)                                 Guarantor will promptly notify the
Administrative Agent of any attachment or other legal process levied against any
of the Guarantor Collateral and any information received by Guarantor relating
to the Guarantor Collateral which could reasonably be expected to have a
material adverse effect on the value of the Guarantor Collateral or the rights
and remedies of the Administrative Agent with respect thereto.


 


9.                                       Representations and Warranties of Guarantor. 
Guarantor hereby represents and warrants to the Secured Parties as
follows:


 


(a)                                  Location of Guarantor Collateral, etc..  All
of the Equipment, Inventory and lock boxes of Guarantor are located at the
places specified in Schedule 9 hereto.  None of the Equipment and Inventory of Guarantor has, within the
four months preceding the date of this Guarantor Security Agreement, been
located at any place other than the places specified in Schedule 9
hereto.  The jurisdiction in which the
Guarantor was organized, its place(s) of business, the chief executive office
of Guarantor, and the office(s) where Guarantor keeps its books and records
(including, without limitation, those concerning the Receivables) and all
original copies of its Assigned Agreements are located as set forth on Schedule 9
hereto.  All payments due or to become
due under or in connection with any Assigned Agreement shall be made directly
to Guarantor and shall be forthwith deposited by such Guarantor into an account
of Guarantor listed on Schedule 4 hereto.  In the event any Receivables and rights to payment under Assigned
Agreements are evidenced by a promissory note or other instrument, the same
have been delivered to the Administrative Agent upon request or as otherwise
required pursuant to the Loan Documents. 
Except for the trade names listed on Schedule 7 of the
Company Security Agreement, Guarantor has not used any other trade names.  Guarantor has not been known by any legal
name different from the one set forth on the signature page hereto, nor has
Guarantor been the subject of any merger or corporate reorganization (other
than the merger pursuant to the Acquisition Agreement).  If Guarantor is a party to any Federal,
state or local government contract, Guarantor shall duly comply with the terms
of the Federal Assignment of Claims Act, to the extent required herein to
perfect the first priority security interest in favor of the Administrative
Agent.


 


(b)                                 Ownership, No Liens, etc. 
Guarantor owns the Guarantor Collateral free and clear of any Lien,
except for the security interest created by this Guarantor Security Agreement
and except as permitted by the Credit Agreement or the other Loan Documents.  No effective financing statement or other
instrument similar in effect covering all or any part of the Guarantor
Collateral is on file in any recording office, except such as may have been
filed in favor of the Administrative Agent relating to this Guarantor Security
Agreement and except as permitted by the Credit Agreement or the other Loan
Documents.


 


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(c)                                  Possession and Control. 
Guarantor has exclusive possession and control of all of its Equipment
and Inventory.


 


(d)                                 Intellectual Property Collateral. 
With respect to any Intellectual Property Collateral the loss,
impairment or infringement of which is reasonably likely to result in a
Material Adverse Effect: (i) such Intellectual Property Collateral is subsisting
and has not been adjudged invalid or unenforceable, in whole or in part; (ii)
such Intellectual Property Collateral is valid and enforceable; (iii) Guarantor
has made all necessary filings and recordations to protect its interest in such
Intellectual Property Collateral, including, without limitation, recordations
of all of its interests in the Patent Collateral and Trademark Collateral in
the United States Patent and Trademark Office and in corresponding offices
throughout the world and its claims to the Copyright Collateral in the United
States Copyright Office and in corresponding offices throughout the world; (iv)
Guarantor is the owner of or has the right to use as used in its business such
Intellectual Property Collateral and no claim has been made that the use of
such Intellectual Property Collateral does or may violate the asserted rights
of any third party; and (v) Guarantor has performed and will continue to
perform all acts and has paid and will continue to pay all required fees and
taxes to maintain each and every item of Intellectual Property Collateral in
full force and effect throughout the world, as applicable.  Guarantor owns directly or is entitled to
use by license or otherwise, all patents, Trademarks, Trade Secrets,
copyrights, mask works, licenses, technology, know-how, processes and rights
with respect to any of the foregoing used in, necessary for or of importance to
the conduct of Guarantor’s business in any material respect.


 


(e)                                  Validity, etc. 
This Guarantor Security Agreement creates a valid first priority
security interest in the Guarantor Collateral, subject only to Liens permitted
by the Credit Agreement or the other Loan Documents, securing the payment of
the Guarantor Obligations, and all filings and other actions necessary or
desirable to perfect and protect such security interest have been duly taken.


 


(f)                                    Pledged Shares.  
Guarantor is (or, in the case of after-acquired Pledged Shares, at the
time Guarantor acquires rights therein, will be) the record and beneficial owner
of, and has good and marketable title to the Pledged Shares.  The Pledged Shares constitute (or, in the
case of after-acquired Pledged Shares, at the time Guarantor acquires rights
therein, will constitute) one hundred percent (100%) of the issued and outstanding
shares of capital stock of all direct domestic Subsidiaries of Guarantor and no
less than sixty five percent (65%) of the issued and outstanding capital stock
of the direct Foreign Subsidiaries, if any, of the Guarantor, which
Subsidiaries are accurately and completely listed on Schedule 1
attached hereto, and there are no outstanding options, warrants or other
agreements with respect to such Pledged Shares except as provided in the Loan
Documents.  The Pledged Shares owned by
the Guarantor on the date hereof have been validly issued and are fully paid
and nonassessable.


 


10.                                 Certain Covenants. 
Guarantor covenants and agrees that, so long as any portion of the
Guarantor Obligations shall remain unpaid or any Lender shall have any
obligation to extend credit under the Credit Agreement, Guarantor will, unless
the Administrative Agent shall otherwise consent in writing, perform the
following obligations:


 


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(a)                                  As to the Assigned Agreements. 
Guarantor shall, at its expense, (i) perform and observe all the terms
and provisions of the Assigned Agreements to be performed or observed by it,
maintain the Assigned Agreements pledged or assigned by it hereunder in full
force and effect, enforce such Assigned Agreements in accordance with their
terms and take all such action to such end as may be from time to time
reasonably requested by the Administrative Agent except where failure to so act
is not reasonably likely to result in a Material Adverse Effect; and (ii)
furnish to the Administrative Agent promptly upon receipt thereof copies of all
notices, request and other documents received by Guarantor under or pursuant to
the Assigned Agreements which are likely to have a material adverse effect on
Guarantor’s rights under any such Assigned Agreement, and from time to time (A)
furnish to the Administrative Agent such information and reports regarding the
Guarantor Collateral pledged or assigned by it hereunder as the Administrative
Agent may reasonably request and (B) upon reasonable request of the
Administrative Agent make to each other party to any Assigned Agreement such
demand and requests for information and reports or for action as Guarantor is
entitled to make thereunder.  In
addition, if such action is reasonably likely to result in a Material Adverse
Effect, Guarantor shall not: (i) cancel or terminate any Assigned Agreement or
consent to or accept any cancellation or termination thereof; (ii) give any
consent, waiver or approval under any Assigned Agreement; (iii) waive any
default under or breach of any Assigned Agreement; (iv) amend or otherwise
modify any Assigned Agreement involving aggregate consideration of $100,000.00
or more; or (v) (vi) take any other action in connection with any Assigned Agreement.  Guarantor agrees, and has effectively so
instructed each other party to each Assigned Agreement pledged or assigned by
it hereunder, that all payments due or to become due under or in connection
with such Assigned Agreement shall be made directly to Guarantor and Guarantor
agrees that all payments shall be forthwith deposited by Guarantor into a
deposit account of Guarantor listed on Schedule 4 hereto.


 


(b)                                 As to Equipment and Inventory. 
Guarantor hereby agrees that it shall: (i) keep all the Equipment and
Inventory (other than Inventory sold in the ordinary course of business) at the
places therefore specified in Paragraph 9(a) above or, upon 30 days’ prior
written notice to the Administrative Agent, at such other places in a
jurisdiction where all representations and warranties set forth in Paragraph 9
(including Paragraph 9(f)) shall be true and correct, and all action required
pursuant to the first sentence of Paragraph 10(h) below shall have been taken
with respect to the Equipment and Inventory; (ii) except to the extent that the
failure to do so would not reasonably be expected to have a Material Adverse
Effect, cause the Equipment to be maintained and preserved in the same
condition, repair and working as when new, ordinary wear and tear excepted, and
in accordance with any manufacturer’s manual; and forthwith, or in the case of
any loss or damage to any of the Equipment, as quickly as practicable after the
occurrence thereof, make or cause to be made all repairs, replacements, and
other improvements in connection therewith which are necessary or desirable to
such end; and promptly furnish to the Administrative Agent a statement
respecting any loss or damage to any of the Equipment; and (iii) promptly pay
when due all property and other taxes, assessments and governmental charges or
levies imposed upon, and all claims (including claims for labor, materials and
supplies) against, the Equipment and Inventory, except to the extent the
validity thereof is being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP have been set aside.


 


10

















 


(c)                                  As to Receivables. 
Guarantor shall keep its place(s) of business and its chief executive
office and the office(s) where it keeps its books and records (including those
concerning the Receivables) and all original copies of its Assigned Agreements
located, in each case, at its address specified in Paragraph 9(a) above, or,
upon 30 days’ prior written notice to the Administrative Agent, at such other
locations in a jurisdiction where all actions required by the first sentence of
Paragraph 10(h) shall have been taken with respect to the Receivables and the
Assigned Agreements; not change its name except upon 30 days’ prior written
notice to the Administrative Agent; hold and preserve such records and chattel
paper; and permit representatives of the Administrative Agent at any time
during normal business hours upon reasonable notice to inspect and make
abstracts from such records and chattel paper. 
Until such time as the Administrative Agent shall notify Guarantor that
an Event of Default has occurred and is continuing Guarantor shall, in
accordance with its customary business practices, continue to collect, at its
own expense, all amounts due or to become due to it under the Receivables;
provided, however, that the Administrative Agent shall have the right, at any
time after notice to Guarantor from the Administrative Agent that an Event of
Default has occurred and is continuing, to notify the account debtors or
obligors under any Receivables of the assignment of such Receivables to the
Administrative Agent and to direct such account debtors or obligors to make
payment of all amounts due or to become due to Guarantor thereunder directly to
the Administrative Agent and, upon such notification and at the expense of
Guarantor, to enforce collection of any such Receivables, and to adjust, settle
or compromise the amount or payment thereof, in the same manner and to the same
extent as Guarantor might have done. After delivery to Guarantor of the notice
from the Administrative Agent referred to above: (i) all amounts and proceeds
(including Instruments) received by Guarantor in respect of any Receivables
shall be received in trust for the benefit of the Administrative Agent
hereunder, shall be segregated from other funds of Guarantor, and shall be
forthwith paid over to the Administrative Agent in the same form as so received
(with any necessary endorsements) to be held as cash collateral and applied as
provided by this Guarantor Security Agreement; and (ii) Guarantor shall not,
without the consent of the Administrative Agent, adjust, settle, or compromise
the amount or payment of any Receivable, or release wholly or partly any account
debtor or obligor thereof, or allow any credit or discount thereon.  After the occurrence and during the
continuance of an Event of Default, and at other times with the consent of
Guarantor (not to be unreasonably withheld), (A) the Administrative Agent may
in its own name or in the name of others communicate with account debtors in
order to verify with them to the Administrative Agent’s satisfaction the
existence, amount and terms of any Receivables and (B) the Administrative Agent
shall have the right, at Guarantor’s expense, to make test verifications of the
Receivables in any manner and through any medium that it considers advisable,
and Guarantor agrees to furnish all such assistance.


 


(d)                                 As to Collateral. 
Until such time as the Administrative Agent shall notify Guarantor of
the revocation of such power and authority, which notice may be given by the
Administrative Agent at any time if an Event of Default has occurred and is
continuing, Guarantor (i) will, at its own expense, endeavor to collect, as and
when due in accordance with its customary practices, all amounts due with
respect to any of the Guarantor Collateral, including the taking of such action
with respect to such collection as the Administrative Agent may reasonably
request or, in the absence of such request, as Guarantor may deem advisable,
and (ii) may grant, in the ordinary course of business, to any party obligated
on any of  the Guarantor


 


11

















 


Collateral,
any rebate, refund or allowance to which such party may be lawfully entitled,
may accept, in connection therewith, the return of goods, the sale or lease of
which shall have given rise to such Guarantor Collateral and may extend or
otherwise modify any Receivable. The Administrative Agent, however, may, at any
time, after an Event of Default has occurred and is continuing, notify any
parties obligated on any of the Guarantor Collateral to make payment to the
Administrative Agent of any amounts due or to become due thereunder and enforce
collection of any of the Guarantor Collateral by suit or otherwise and
surrender, release, or exchange all or any part thereof, or compromise or
extend or renew for any period (whether or not longer than the original period)
any indebtedness thereunder or evidenced thereby. Upon request of the
Administrative Agent, Guarantor will, at its own expense, notify any parties
obligated on any of the Guarantor Collateral to make payment to the
Administrative Agent of any amounts due or to become due thereunder.  After an Event of Default has occurred and
is continuing, the Administrative Agent is authorized to endorse, in the name
of Guarantor, any item, howsoever received by the Administrative Agent,
representing any payment on or other proceeds of any of the Guarantor
Collateral.


 


(e)                                  As to Intellectual Property Collateral. 
Guarantor shall not, unless Guarantor shall either (i) reasonably and in
good faith determine (and notice of such determination shall have been
delivered to the Administrative Agent) that any of the Patent Collateral is of
negligible economic value to Guarantor, or (ii) have a valid business purpose
to do otherwise, do any act, or omit to do any act, whereby any of the Patent
Collateral may lapse or become abandoned or dedicated to the public or
unenforceable.  Guarantor shall not, and
Guarantor shall not permit any of its licensees to, unless Guarantor shall
either (i) reasonably and in good faith determine (and notice of such
determination shall have been delivered to the Administrative Agent) that any
of the Trademark Collateral is of negligible economic value to Guarantor, or
(ii) have a valid business purpose to do otherwise, (A) fail to continue to use
any of the Trademark Collateral in order to maintain all of the Trademark
Collateral in full force free from any claim of abandonment for non-use, (B)
fail to maintain as in the past the quality of products and services offered
under all of the Trademark Collateral, (C) fail to employ all of the Trademark
Collateral registered with any Federal or state or foreign authority with an
appropriate notice of such registration, (D) adopt or use any other Trademark
which is confusingly similar or a colorable imitation of any of the Trademark
Collateral, (E) use any of the Trademark Collateral registered with any Federal
or state or foreign authority except for the uses for which registration or
application for registration of all of the Trademark Collateral has been made,
and (F) do or permit any act or knowingly omit to do any act whereby any of the
Trademark Collateral may lapse or become invalid or unenforceable.  Guarantor shall not, unless Guarantor shall
either reasonably and in good faith determine (and notice of such determination
shall have been delivered to the Administrative Agent) that any of the
Copyright Collateral or any of the Trade Secrets Collateral is of negligible
economic value to Guarantor, or have a valid business purpose to do otherwise,
do or permit any act or knowingly omit to do any act whereby any of the
Copyright Collateral or any of the Trade Secrets Collateral may lapse or become
invalid or unenforceable or placed in the public domain except upon expiration
of the end of an unrenewable term of a registration thereof.  Guarantor shall notify the Administrative
Agent immediately if it knows, or has reason to know, that any application or
registration relating to any material item of the Intellectual Property
Collateral may become abandoned or dedicated to the public or placed in the
public domain or invalid or unenforceable, or of any adverse


 


12

















 


determination
or development (including 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 foreign counterpart thereof
or any court) regarding Guarantor’s ownership of any of the Intellectual
Property Collateral, its right to register the same or to keep and maintain and
enforce the same.  In no event shall
Guarantor or any of its agents, employees, designees or licensees file an
application for the registration of any Intellectual Property Collateral with
the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency in any other country or any. political
subdivision thereof, unless it promptly informs the Administrative Agent, and
upon request of the Administrative Agent, executes and delivers any and all
agreements, instruments, documents and papers as the Administrative Agent may
reasonably request to evidence the Administrative Agent’s security interest in
such Intellectual Property Collateral and the goodwill and general intangibles
of Guarantor relating thereto or represented thereby.  Guarantor shall take all necessary steps, including in any
proceeding before the United States Patent and Trademark office, the United
States Copyright Office or any similar office or agency in any other country or
any political subdivision thereof, to maintain and pursue any application (and
to obtain the relevant registration) filed with respect to, and to maintain any
registration of, the Intellectual Property Collateral, including the filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition, interference and cancellation proceedings and the payment of fees
and taxes (except to the extent that dedication, abandonment or invalidation
thereof is a result of either (i) a reasonable and good faith determination by
Guarantor that the same is of negligible economic value to Guarantor or (ii) a
valid business purpose.  Guarantor
shall, contemporaneously herewith or from time to time hereafter, in each case
as the Administrative Agent shall request, execute and deliver to the
Administrative Agent such supplemental agreements for filing in the United
Stated Patent and Trademark Office or United States Copyright Office, as
applicable, as the Administrative Agent may require and shall execute and
deliver to the Administrative Agent any other document required to acknowledge
or register or perfect the Administrative Agent’s interest in any part of the
Intellectual Property Collateral.


 


(f)                                    Insurance.  Guarantor will maintain or
cause to be maintained insurance of the type, in the amounts and with such insurance
companies as required under the Credit Agreement. If an Event of Default has
occurred and is continuing, all proceeds of all insurance maintained by
Guarantor and covering the Guarantor Collateral shall be paid to the
Administrative Agent for application to the payment in full of all outstanding
Guarantor Obligations.


 


(g)                                 Transfers and Other Liens. 
Guarantor shall not: (i) sell, assign (by operation of law or otherwise)
or otherwise dispose of any of the Guarantor Collateral, except Inventory in the
ordinary course of business or as permitted by the Credit Agreement; or create
or suffer to exist any Lien or other charge or encumbrance upon or with respect
to any of the Guarantor Collateral to secure Indebtedness of any Person or
entity, except for the security interest created by this Guarantor Security
Agreement and except as permitted by the Credit Agreement or the other Loan
Documents.


 


(h)                                 Further Assurances, etc. 
Guarantor agrees that, from time to time at its own expense, Guarantor
will promptly execute and deliver all further instruments and


 


13

















 


documents,
and take all further action, that may be necessary or desirable, or that the
Administrative Agent may reasonably request, in order to perfect, preserve and
protect any security interest granted or purported to be granted hereby or to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Guarantor Collateral.  Without limiting the generality of the foregoing, Guarantor will:
(i) mark conspicuously each chattel paper included in the Receivables, and, at
the request of the Administrative Agent, each Related Contract, each Assigned
Agreement, and each of its records pertaining to the Guarantor Collateral with
a legend, in form and substance satisfactory to the Administrative Agent,
indicating that such document, chattel paper, Related Contract, Assigned
Agreement or Guarantor Collateral is subject to the security interest granted
hereby; (ii) if any Receivable shall be evidenced by a promissory note or other
instrument, negotiable document or chattel paper, upon the request of the
Administrative Agent, deliver and pledge to the Administrative Agent hereunder
such promissory note, instrument, negotiable document or chattel paper duly
endorsed and accompanied by duly executed instruments of transfer or
assignment, all in form and substance satisfactory to the Administrative Agent;
(iii) execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices (including, without limitation,
any assignment of claim form under or pursuant to the federal assignment of
claims statute, 31 U.S.C. 3727, any successor or amended version thereof or any
regulation promulgated under or pursuant to any version thereof), as may be
necessary or desirable, or as the Administrative Agent may request, in order to
perfect and preserve the security interests and other rights granted or
purported to be granted to the Administrative Agent hereby; (iv) furnish to the
Administrative Agent, from time to time as the Administrative Agent may
reasonably request, statements and schedules further identifying and describing
the Guarantor Collateral and such other reports in connection with the
Guarantor Collateral as the Administrative Agent may reasonably request, all in
reasonable detail.  With respect to the
foregoing and the grant of the security interest hereunder, Guarantor hereby
authorizes the Administrative Agent to file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of
the Guarantor Collateral, without the signature of Guarantor where permitted by
law. A carbon, photographic or other reproduction of this Guarantor Security
Agreement or any financing statement covering the Guarantor Collateral or any
part thereof shall be sufficient as a financing statement where permitted by
law.  Guarantor will furnish to the
Administrative Agent from time to time statements and schedules further
identifying and describing the Guarantor Collateral pledged or assigned by it
hereunder and such other reports in connection with such Guarantor Collateral
as the Administrative Agent may reasonably request, all in reasonable detail.  Guarantor hereby covenants and agrees that
it will deliver to the Administrative Agent a supplement to Schedule 2
to this Agreement promptly upon entering into any additional Assigned
Agreement, and each such supplement shall thereupon become for all purposes a
part of such Schedule 2. 
Guarantor hereby covenants and agrees that, upon the reasonable request
of the Administrative Agent, it will open and maintain lockbox accounts with
banks that enter into letter agreements standard and customary in financings of
this type with Guarantor and the Administrative Agent.


 


(i)                                     General Covenants. 
Without limiting any of the foregoing covenants, Guarantor agrees (a)
unless Guarantor shall either (i) reasonably and in good faith determine (and
notice of such determination shall have been delivered to the Administrative
Agent) that any of the Guarantor Collateral is of negligible economic value to
Guarantor, or (ii) have a valid


 


14

















 


business
purpose to do otherwise, to do all acts that may be necessary to maintain,
preserve and protect the Guarantor Collateral; (b) not to use or permit any
Guarantor Collateral to be used unlawfully or in material violation of any
provision of the Guaranty, this Guarantor Security Agreement, or any applicable
statute, regulation or ordinance or any policy of insurance covering the
Guarantor Collateral; (c) to pay promptly when due all taxes, assessments,
charges, encumbrances and liens now or hereafter imposed upon or affecting any
Guarantor Collateral except those that are contested in good faith and for
which appropriate reserves have been established; (d) upon the request of the
Administrative Agent, to procure, execute and deliver from time to time any
endorsements, assignments, financing statements and other writings deemed
necessary or appropriate by the Administrative Agent to perfect, maintain and
protect its security interest hereunder and the priority thereof; (e) to appear
in and defend any action or proceeding which may affect its title to or the
Administrative Agent’s interest in any material part of the Guarantor
Collateral; (f) to keep separate, accurate and complete records of the
Guarantor Collateral and to provide the Administrative Agent with such records
and such other reports and information relating to the Guarantor Collateral as
the Administrative Agent may reasonable request from time to time; (g) not to
surrender or lose possession of (other than to the Administrative Agent or the
“Bailee” under and as defined in the Bank Group/Senior Noteholder Intercreditor
Agreement), sell, encumber, lease, rent, or otherwise dispose of or transfer
any Guarantor Collateral or right or interest therein except as herein provided
or as permitted under the Credit Agreement or the other Loan Documents, and, to
keep the Guarantor Collateral free of all levies and security interests or
other liens or charges except as permitted under the Credit Agreement or the
other Loan Documents; and (h) to account fully for and promptly deliver to the
Administrative Agent upon the request of the Administrative Agent, in the form
received, all securities and instruments, including, without limitation, stock
certificates, constituting Guarantor Collateral hereunder and appropriate stock
transfer powers endorsed in blank or to the Administrative Agent and all
proceeds of the Guarantor Collateral received in the form of instruments or
securities, endorsed to the Administrative Agent as appropriate, and until so
delivered all such proceeds shall be held by Guarantor in trust for the Secured
Parties, separate from all other property of Guarantor and identified as the
property of the Secured Parties.


 


11.                                 Authorized Action by the Administrative Agent. 
Guarantor hereby irrevocably appoints the Administrative Agent as its
attorney-in-fact to do (but the Administrative Agent shall not be obligated to
and shall incur no liability to Guarantor or any third party for failure so to
do), at any time and from time to time following the occurrence of  an Event of Default which has not been
expressly waived pursuant to the Credit Agreement, any act which Guarantor is
obligated by this Guarantor Security Agreement to do, and to exercise such
rights and powers as Guarantor might exercise with respect to the Guarantor
Collateral, including, without limitation, the right to (a) collect by legal
proceedings or otherwise and endorse, receive and receipt for all dividends,
interest, payments, proceeds and other sums and property now or hereafter
payable on or on account of the Guarantor Collateral; (b) enter into any
extension, reorganization, deposit, merger, consolidation or other agreement
pertaining to, or deposit, surrender, accept, hold or apply other property in
exchange for the Guarantor Collateral; (c) insure, process and preserve the Guarantor
Collateral; (d) transfer the Guarantor Collateral to its own or its nominee’s
name; and (e) make any compromise or settlement, and take any action it deems
advisable, with respect to the Guarantor Collateral.  Guarantor agrees to reimburse the Administrative Agent upon
demand for any costs and expenses, including, without limitation, attorneys’
fees, the Administrative Agent may incur while acting as Guarantor’s
attorney-in-fact hereunder, all of


 


15

















 


which
costs and expenses are included in the Obligations secured hereby.  It is further agreed and understood between
the parties hereto that such care as the Administrative Agent gives to the
safekeeping of its own property of like kind shall constitute reasonable care
of the Guarantor Collateral when in the Administrative Agent’s possession;
provided, however, that the Administrative Agent shall not be required to make
any presentment, demand or protest, or give any notice and need not take any
action to preserve any rights against any prior party or any other person in
connection with the Obligations or with respect to the Guarantor Collateral.


 


12.                                 Administration of the Pledged Shares.  In
addition to any provisions of this 
Guarantor Security Agreement which govern the administration of the
Guarantor Collateral generally, the following provisions shall govern the
administration of the Pledged Shares:


 


(a)                                  Until there shall have occurred and be
continuing an Event of Default, Guarantor shall be entitled to vote or consent
with respect to the Pledged Shares in any manner not inconsistent with this
Guarantor Security Agreement or any document or instrument delivered or to be
delivered pursuant to or in connection with any thereof and to receive all
dividends paid with respect to the Pledged Shares.  If there shall have occurred and be continuing an Event of
Default and the Administrative Agent shall have notified Guarantor that the
Administrative Agent desires to exercise its proxy rights with respect to all
or a portion of the Pledged Shares, Guarantor hereby grants to the
Administrative Agent an irrevocable proxy for the Pledged Shares pursuant to
which proxy the Administrative Agent shall be entitled to vote or consent, in
its discretion, and in such event Guarantor agrees to deliver to the
Administrative Agent such further evidence of the grant of such proxy as the
Administrative Agent may request.


 


(b)                                 In the event that at any time or from time to
time after the date hereof, Guarantor, as record and beneficial owner of the
Pledged Shares, shall receive or shall become entitled to receive, any dividend
or any other distribution whether in securities or property by way of stock
split, spin-off, split-up or reclassification, combination of shares or the like,
or in case of any reorganization, consolidation or merger, and Guarantor, as
record and beneficial owner of the Pledged Shares, shall thereby be entitled to
receive securities or property in respect of such Pledged Shares, then and in
each such case, Guarantor shall deliver to the Administrative Agent and the
Administrative Agent shall be entitled to receive and retain all such
securities or property as part of the Pledged Shares as security for the
payment and performance of the Guarantor Obligations; provided, however, that
until there shall have occurred an Event of Default, Guarantor shall be
entitled to retain any cash dividends paid on account of the Pledged Shares.


 


(c)                                  Upon the occurrence of an Event of Default,
the Administrative Agent is authorized to sell the Pledged Shares and, at any
such sale of any of the Pledged Shares, if it deems it advisable to do so, to
restrict the prospective bidders or purchasers to persons or entities who (1)
will represent and agree that they are purchasing for their own account, for
investment, and not with a view to the distribution or sale of any of the
Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a
valid private placement transaction under Section 4(2) of the Securities
Act of 1933, as amended (the “Act”), and under Securities and Exchange
Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306,
or under any similar statute, rule or regulation (whether domestic or foreign).
Guarantor agrees that disposition of the Pledged Shares pursuant to any private
sale made as provided above may be at


 


16

















 


prices
and on other terms less favorable than if the Pledged Shares were sold at
public sale, and that the Administrative Agent has no obligation to delay the
sale of any Pledged Shares for public sale under the Act.  Guarantor agrees that a private sale or
sales made under the foregoing circumstances shall be deemed to have been made
in a commercially reasonable manner.  In
the event that the Administrative Agent elects to sell the Pledged Shares, or
part of them, and there is a public market for the Pledged Shares, in a public
sale Guarantor shall use its reasonable best efforts to register and qualify
the Pledged Shares, or applicable part thereof, under the Act and all state
Blue Sky or securities laws required by the proposed terms of sale and all
expenses thereof shall be payable by Guarantor, including, but not limited to,
all costs of (i) registration or qualification of, under the Act or any state
Blue Sky or securities laws or pursuant to any applicable rule or regulation
issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged
Shares, including, but not limited to, brokers’ or underwriters’ commissions,
fees or discounts, accounting and legal fees, costs of printing and other
expenses of transfer and sale.


 


(d)                                 If any consent, approval or authorization of
any state, municipal or other governmental department, agency or authority
should be necessary to effectuate any sale or other disposition of the Pledged
Shares, or any part thereof, Guarantor will execute such applications and other
instruments as may be required in connection with securing any such consent,
approval or authorization, and will otherwise use its reasonable best efforts
to secure the same.


 


(e)                                  Nothing contained in this Paragraph 12 shall
be deemed to limit the other obligations of Guarantor contained in the Guaranty
or this Guarantor Security Agreement and the rights of the Administrative Agent
and the other Secured Parties hereunder or thereunder.


 


13.                                 Default and Remedies. 
Guarantor shall be deemed in default under this  Guarantor Security Agreement upon the
occurrence of an “Event of Default” under (and as the term “Event of Default” is
defined in) the Credit Agreement.  Upon
the occurrence of any Event of Default which has not been expressly waived
pursuant to the Credit Agreement, the Administrative Agent shall at the request
and direction of the Lenders (which request and direction must be in writing if
so requested by the Administrative Agent), without notice to or demand on
Guarantor, and in addition to all rights and remedies available to the Secured
Parties, at law or in equity or otherwise, (a) foreclose or otherwise enforce the
Administrative Agent’s security interest for the benefit of the Secured Parties
in the Guarantor Collateral in any manner permitted by law or provided for in
this  Guarantor Security Agreement; (b)
sell or otherwise dispose of the Guarantor Collateral or any part thereof at
one or more public or private sales at any place or places, including, without
limitation, any broker’s board or securities exchange, whether or not such
Guarantor Collateral is present at the place of sale, for cash or credit or
future delivery on such terms and in such manner as the Administrative Agent
may determine; (c) require Guarantor to assemble the Guarantor Collateral
and/or books and records relating thereto and make such available to the
Administrative Agent at a place to be designated by the Administrative Agent;
(d) recover from Guarantor all costs and expenses, including, without
limitation, attorneys’ fees, incurred or paid by the Administrative Agent in
exercising any right, power or remedy provided by this  Guarantor Security Agreement or by law; (e)
enter into property where any Guarantor Collateral or books and records
relating thereto are located and take possession thereof with or without
judicial process; and (f) prior to the disposition of the Guarantor Collateral,
prepare it for disposition in any manner and to the extent the Administrative
Agent deems appropriate.  Guarantor
shall be given ten (10) days’ prior notice of


 


17

















 


the
time and place of any public sale or of the time after which any private sale
or other intended disposition is to be made, which notice Guarantor hereby
agrees shall be deemed reasonable notice thereof. Upon any sale or other
disposition pursuant to this  Guarantor
Security Agreement, the Administrative Agent shall have the right to deliver,
assign and transfer to the purchaser thereof the Guarantor Collateral or
portion thereof and transfer to the purchaser thereof the Guarantor Collateral
or portion thereof so sold or disposed of. 
Each purchaser at any such sale or other disposition (including any
Secured Party) shall hold the Guarantor Collateral free from any claim or right
of pledge of whatever kind, including any equity or right of redemption of
Guarantor and Guarantor specifically waives (to the extent permitted by law)
all rights of redemption, stay or appraisal which it has or may have under any
rule of law or statute now existing or hereafter adopted.


 


14.                                 Waiver of Hearing. 
Guarantor expressly waives any constitutional or other right to a
judicial hearing prior to the time the Administrative Agent takes possession or
disposes of the Guarantor Collateral upon the occurrence of an Event of Default
as provided in Paragraph 13 hereof.


 


15.                                 Cumulative Rights.  The
rights, powers and remedies of the Administrative Agent and any of the Secured
Parties under this Guarantor Security Agreement shall be in addition to all
rights, powers and remedies given to the Administrative Agent and any of the
Secured Parties by virtue of any statute or rule of law, the Guaranty or any
other agreement, all of which rights, powers and remedies shall be cumulative
and may be exercised successively or concurrently without impairing the
Administrative Agent’s and any of the Secured Parties’ security interest in the
Guarantor Collateral.


 


16.                                 Waiver.  Any forbearance or failure or
delay by the Administrative Agent in exercising any right, power or remedy
shall not preclude the further exercise thereof, and every right, power or
remedy of the Administrative Agent or any of the Secured Parties shall continue
in full force and effect until such right, power or remedy is specifically
waived in a writing executed by the Administrative Agent or such other Secured
Party, as applicable. Guarantor waives any right to require any Secured Party
to proceed against any person or to exhaust any Guarantor Collateral or to
pursue any remedy in such Secured Party’s power.


 


17.                                 Setoff.  Guarantor agrees that each
Secured Party may exercise its rights of setoff with respect to the Obligations
in the same manner as if the Obligations were unsecured.


 


18.                                 Miscellaneous Provisions.  The
representations and warranties, covenants and agreements set forth in the
Guaranty are incorporated in this Guarantor Security Agreement by this
reference.


 


19.                                 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS GUARANTOR SECURITY AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE CENTRAL DISTRICT OF
CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS GUARANTOR SECURITY AGREEMENT,
EACH OF GUARANTOR AND THE ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  EACH OF GUARANTOR AND THE


 


18

















 


ADMINISTRATIVE
AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
SUCH JURISDICTION IN RESPECT OF THIS GUARANTOR SECURITY AGREEMENT.  EACH OF GUARANTOR AND THE ADMINISTRATIVE
AGENT WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.


 


20.                                 EACH OF GUARANTOR AND THE ADMINISTRATIVE
AGENT WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTOR SECURITY AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF GUARANTOR AND THE ADMINISTRATIVE
AGENT AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
TRIAL WITHOUT A JURY.  WITHOUT LIMITING
THE FOREGOING, EACH OF GUARANTOR AND THE ADMINISTRATIVE AGENT FURTHER AGREES
THAT ITS  RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS GUARANTOR SECURITY AGREEMENT OR ANY PROVISION
HEREOF.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTOR
SECURITY AGREEMENT.


 


21.                                 Financing Statements. 
Guarantor hereby acknowledges and agrees that the Administrative Agent,
in connection with the filing of any UCC financing statements necessary to
perfect or maintain the perfection of its lien in the Guarantor Collateral on
behalf of the Secured Parties hereunder, may utilize a general description of
the Guarantor Collateral, such as “all now owned and hereafter acquired
personal property of Guarantor.” 
Notwithstanding the foregoing, the Administrative Agent agrees to
execute and deliver to Guarantor (at no cost or expense to the Administrative
Agent or Secured Parties) promptly upon the request of Guarantor such
documents, instruments and agreements, including, without limitation,
terminations and amendments to UCC financing statements, as Guarantor may
reasonably request to evidence the terminations and releases provided for by
the Credit Agreement or to accurately describe the Guarantor Collateral.


 


[Signature page following]


 


19

















 


IN WITNESS WHEREOF, this
Guarantor Security Agreement is executed as of the day and year first above
written.


 


	
   

  	
  ,

  
	
   

  	
  an [   ]
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Donald Gayhardt, President
  and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  a national banking association, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Alex Y. Kim, Vice
  President

  
				



 


20

















 


LIST OF SCHEDULES AND EXHIBITS


 


	
  Schedule 1

  	
  Pledged Shares

  
	
   

  	
   

  
	
  Schedule 2

  	
  Assigned Agreements

  
	
   

  	
   

  
	
  Schedule 3

  	
  Notes Receivables

  
	
   

  	
   

  
	
  Schedule 4

  	
  Deposit Accounts

  
	
   

  	
   

  
	
  Schedule 5

  	
  Copyrights and
  Copyright Licenses

  
	
   

  	
   

  
	
  Schedule 6

  	
  Patents and Patent
  Licenses

  
	
   

  	
   

  
	
  Schedule 7

  	
  Trademarks and Trademark
  Licenses

  
	
   

  	
   

  
	
  Schedule 8

  	
  Trade Secret Licenses

  
	
   

  	
   

  
	
  Schedule 9

  	
  Jurisdiction of
  Organization, Locations of Equipment, Inventory, Lockboxes, Places of
  Business, Chief Executive Office, Books and Records, and Assigned Agreements

  



 

















 


Schedule 1


 


Pledged Shares


 


	
  Name of Subsidiary

  	
   

  	
  Number of

  Shares

  	
   

  	
  Type of
  Stock

  	
   

  	
  Certificate

  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule 2


 


Assigned Agreements


 

















 


Schedule 3


 


Notes Receivables


 

















 


Schedule 4


 


Deposit Accounts


 

















 


Schedule 5


 


Copyrights and Copyright Licenses


 

















 


Schedule 6


 


Patents and Patent Licenses


 

















 


Schedule 7


 


Trademarks and Trademark Licenses


 

















 


Schedule 8


 


Trade Secret Licenses


 

















 


Schedule 9


 


Jurisdiction of Organization, Locations of Equipment,
Inventory, Lockboxes, Places of

Business, Chief Executive Office, Books and Records, and Assigned Agreements


 


Jurisdiction
of Organization


 


 


Chief
Executive Office


 


 


Locations
of Book and Records


 


 


Places of
Business


 


 


Locations
of Equipment, Inventory, Lockboxes, and Assigned Agreements


 


9