Exhibit
10.2


EXECUTION
COPY




 





SECURITY AGREEMENT


dated as of


May 18, 2007


among




THE GUARANTORS PARTY HERETO




and




CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as Administrative Agent




 


















TABLE
OF CONTENTS


	
  

  	
  PAGE

  
	
   

  	
   

  
	
  Section 1. Definitions.

  	
  2

  
	
  Section 2. Grant of Transaction
  Liens.

  	
  8

  
	
  Section 3. General Representations
  and Warranties

  	
  10

  
	
  Section 4. Further Assurances;
  General Covenants

  	
  11

  
	
  Section 5. Accounts

  	
  14

  
	
  Section 6. Securities Accounts

  	
  15

  
	
  Section 7. Controlled Deposit
  Accounts

  	
  16

  
	
  Section 8. Operation of Collateral
  Accounts.

  	
  16

  
	
  Section 9. Certain Cash
  Distributions

  	
  17

  
	
  Section 10. Remedies upon Event of
  Default

  	
  17

  
	
  Section 11. Application of Proceeds

  	
  18

  
	
  Section 12. Authority to Administer
  Collateral

  	
  20

  
	
  Section 13. Limitation on Duty in
  Respect of Collateral

  	
  20

  
	
  Section 14. General Provisions
  Concerning the Administrative Agent.

  	
  21

  
	
  Section 15. Termination of
  Transaction Liens; Release of Collateral

  	
  22

  
	
  Section 16. Additional Lien Grantors

  	
  23

  
	
  Section 17. Notices

  	
  23

  
	
  Section 18. No Implied Waivers;
  Remedies Not Exclusive

  	
  23

  
	
  Section 19. Successors and Assigns

  	
  23

  
	
  Section 20. Amendments and Waivers

  	
  23

  
	
  Section 21. Governing Law;
  Jurisdiction; Consent to Service of Process

  	
  24

  
	
  Section 22. Waiver of Jury Trial

  	
  24

  
	
  Section 23. Use of English Language

  	
  25

  
	
  Section 24. Severability

  	
  25

  
	
  Section 25. Counterparts,
  Integration, Effectiveness

  	
  25

  



 











 


	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Schedule 1

  	
  Investment Property (Other Than Equity Interests in
  Subsidiaries) Owned by Original Lien Grantors

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibit A

  	
  Security Agreement Supplement

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibit B

  	
  Perfection Certificate

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibit C

  	
  Securities Account Control Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibit D

  	
  Deposit Account Control Agreement

  



 
















SECURITY AGREEMENT


SECURITY
AGREEMENT dated as of May 18, 2007 among the GUARANTORS party hereto and CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent.


WHEREAS,
the Borrower entered into the Credit Agreement described in Section 1 hereof,
pursuant to which the Borrower borrowed funds for the purposes set forth
therein;


WHEREAS,
Section 5.12(d) of the Credit Agreement provides, inter alia,
that if at any time on or after the Trigger Date (1) the corporate family
rating of the Borrower is not at least Ba1 by Moody’s or the corporate rating
of the Borrower is not at least BB+ by S&P, in each case with no negative
outlook or (2) the Borrower does not have a corporate family rating from Moody’s
or a corporate rating from S&P, the Borrower will (x) promptly (and in any
event within seven Business Days or such longer period as the Administrative
Agent shall agree, such agreement not to be unreasonably withheld or delayed)
cause each Domestic Subsidiary not already party thereto to deliver to the
Administrative Agent a supplement to the Guarantee Agreement in the form
specified therein, duly executed and delivered on behalf of each such Domestic
Subsidiary and (y) promptly (and in any event within ten Business Days or such
longer period as the Administrative Agent shall agree, such agreement not to be
unreasonably withheld or delayed) cause each Domestic Subsidiary to deliver to
the Administrative Agent a counterpart to this Agreement duly executed and
delivered on behalf of such Domestic Subsidiary (or in the case of any Person
that subsequently becomes a Domestic Subsidiary, a supplement to the Security
Agreement, in the form specified herein, duly executed and delivered on behalf
of such Domestic Subsidiary);


WHEREAS,
the Trigger Date occurred on the date hereof, and, as of such date, the
condition described in clause (1) of the preceding recital has been met;


WHEREAS,
each of the parties hereto as Lien Grantor is a Domestic Subsidiary that has
either previously executed and delivered the Guarantee Agreement or is
executing and delivering a Guarantee Agreement Supplement (as defined in the
Guarantee Agreement) concurrent with its execution and delivery of this
Agreement; and


WHEREAS,
upon any foreclosure or other enforcement of the Security Documents, the net
proceeds of the relevant Collateral are to be received by or paid over to the
Administrative Agent and applied as provided herein;



 1
 









NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


Section 1.  Definitions.


(a)        Terms Defined in Credit Agreement.  Terms defined in the Credit Agreement and not
otherwise defined in subsection (b) or (c) of this Section have, as used herein,
the respective meanings provided for therein.


(b)        Terms Defined in UCC. 
As used herein, each of the following terms has the meaning specified in
the UCC:


	
  Term

  	
   

  	
  UCC

  
	
  Account

  	
   

  	
  9-102

  
	
  Authenticate

  	
   

  	
  9-102

  
	
  Chattel Paper

  	
   

  	
  9-102

  
	
  Commodity
  Account

  	
   

  	
  9-102

  
	
  Commodity
  Customer

  	
   

  	
  9-102

  
	
  Deposit Account

  	
   

  	
  9-102

  
	
  Document

  	
   

  	
  9-102

  
	
  Entitlement
  Holder

  	
   

  	
  8-102

  
	
  Entitlement
  Order

  	
   

  	
  8-102

  
	
  Equipment

  	
   

  	
  9-102

  
	
  Financial Asset

  	
   

  	
  8-102 & 103

  
	
  Instrument

  	
   

  	
  9-102

  
	
  Inventory

  	
   

  	
  9-102

  
	
  Investment
  Property

  	
   

  	
  9-102

  
	
  Record

  	
   

  	
  9-102

  
	
  Securities
  Account

  	
   

  	
  8-501

  
	
  Securities
  Intermediary

  	
   

  	
  8-102

  
	
  Security

  	
   

  	
  8-102 & 103

  
	
  Security
  Entitlement

  	
   

  	
  8-102

  
	
  Supporting
  Obligations

  	
   

  	
  9-102

  



 


(c)        Additional Definitions. 
The following additional terms, as used herein, have the following
meanings:


“Agreement” means this Security Agreement.


“Borrower” means Marvell Technology Group
Ltd., a Bermuda exempted company.



 2
 









“Cash Distributions” means dividends,
interest and other distributions and payments (including proceeds of
liquidation, sale or other disposition) made or received in cash upon or with
respect to any Collateral.


“Collateral” means all property, whether now
owned or hereafter acquired, on which a Lien is granted or purports to be
granted to the Administrative Agent pursuant to the Security Documents.  When used with respect to a specific Lien
Grantor, the term “Collateral” means all its property on which such a Lien is
granted or purports to be granted by such Lien Grantor.


“Collateral Accounts” means the Controlled
Deposit Accounts and the Controlled Securities Accounts.


“Contingent Secured Obligation” means, at
any time, any Secured Obligation (or portion thereof) that is contingent in
nature at such time, including any Secured Obligation that is:


(i)       an obligation under a
Hedging Agreement to make payments that cannot be quantified at such time;


(ii)      any other obligation
(including any guarantee) that is contingent in nature at such time; or


(iii)     an obligation to provide
collateral to secure any of the foregoing types of obligations.


“Control” has the following meanings:


(a)      when used with respect to
any Security Entitlement, the meaning specified in UCC Section 8-106; and


(b)      when used with respect to
any Deposit Account, the meaning specified in UCC Section 9-104.


“Controlled Deposit Account” means a Deposit
Account (i) that is subject to a Deposit Account Control Agreement or (ii) as
to which the Administrative Agent is the Depositary Bank’s “customer” (as
defined in UCC Section 4-104).


“Controlled Securities Account” means a
Securities Account that (i) is maintained in the name of a Lien Grantor at an
office of a Securities Intermediary located in the United States and (ii)
together with all Financial Assets credited thereto and all related Security
Entitlements, is subject to a Securities Account Control Agreement among such
Lien Grantor, the Administrative Agent and such Securities Intermediary.



 3
 









“Credit Agreement” means the Credit
Agreement dated as of November 8, 2006 among Marvell Technology Group Ltd., the
Lenders party thereto and Credit Suisse, Cayman Islands Branch, as
Administrative Agent.


“Deposit Account Control Agreement” means,
with respect to any Deposit Account of any Lien Grantor, a Deposit Account
Control Agreement substantially in the form of Exhibit D (or in such other form
that the Administrative Agent shall have approved, such approval not to be
unreasonably withheld) among such Lien Grantor, the Administrative Agent and
the relevant Depositary Bank, (i) providing that such Depositary Bank will
comply with instructions originated by the Administrative Agent directing
disposition of the funds in such Deposit Account without further consent by
such Lien Grantor and (ii) subordinating to the relevant Transaction Lien all
claims of the Depositary Bank to such Deposit Account (except its right to
deduct its normal operating charges and any uncollected funds previously
credited thereto).


“Depositary Bank” means a bank at which a
Controlled Deposit Account is maintained.


“Effective Date” means the date hereof.


“Guarantee Agreement” means that certain Guarantee Agreement
dated as of November 8, 2006 among Marvell Technology Group Ltd., as Borrower,
the Guarantors party thereto and Credit Suisse, Cayman Islands Branch, as
Administrative Agent.


“Guarantors” means each Subsidiary listed on
the signature pages hereof and each Subsidiary that shall, at any time after
the date hereof, become a “Lien Grantor” pursuant to Section 16.


“Lien Grantors” means the Guarantors.


“Mortgage” means a mortgage or deed of trust
in form satisfactory to the Administrative Agent in each case creating a Lien
on real property in favor of the Administrative Agent (or a sub-agent appointed
pursuant to Section 14(b)) for the benefit of the Secured Parties and with such
changes in the form thereof as the Administrative Agent shall request for the
purpose of conforming to local practice for similar instruments in the
jurisdiction where such real property is located.


“Non-Contingent Secured Obligation”
means at any time any Secured Obligation (or portion thereof) that is not a
Contingent Secured Obligation at such time.



 4
 









“Opinion of Counsel” means a written opinion
of legal counsel (who may be counsel to a Lien Grantor or other counsel, in
either case approved by the Administrative Agent) addressed and delivered to
the Administrative Agent.


“Original Lien Grantor” means any Lien
Grantor that grants a Lien on any of its assets hereunder on the Effective
Date.


“own” refers to the possession of sufficient
rights in property to grant a security interest therein as contemplated by UCC
Section 9-203, and “acquire”
refers to the acquisition of any such rights.


“Perfection Certificate” means, with respect
to any Lien Grantor, a certificate substantially in the form of Exhibit B,
completed and supplemented with the schedules contemplated thereby to the
satisfaction of the Administrative Agent, and signed by an officer of such Lien
Grantor.


“Permitted Liens” means (i) the Transaction
Liens and (ii) any other Liens on the Collateral permitted to be created or
assumed or to exist pursuant to Section 6.02 of the Credit Agreement.


“Personal Property Collateral” means all
property included in the Collateral except Real Property Collateral.


“Pledged”, when used in conjunction with any
type of asset, means at any time an asset of such type that is included (or
that creates rights that are included) in the Collateral at such time.


“Post-Petition Interest” means any
interest that accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of any one or
more of the Lien Grantors (or would accrue but for the operation of applicable
bankruptcy or insolvency laws), whether or not such interest is allowed or
allowable as a claim in any such proceeding.


“Proceeds” means all proceeds of, and all
other profits, products, rents or receipts, in whatever form, arising from the
collection, sale, lease, exchange, assignment, licensing or other disposition
of, or other realization upon, any Collateral, including all claims of the
relevant Lien Grantor against third parties for loss of, damage to or
destruction of, or for proceeds payable under, or unearned premiums with
respect to, policies of insurance in respect of, any Collateral, and any
condemnation or requisition payments with respect to any Collateral.


“Primary Deposit Account” means account number 1233832746 at
Bank of America N.A., 1850 Gateway Blvd., 3rd Floor, Concord, CA  94520.



 5
 









“Ratings Release Conditions” means the following conditions
for terminating all the Transaction Liens granted pursuant to this Agreement:


(i) the Borrower shall
have given notice to the Administrative Agent at least 15 days prior to a date
(the “Release Date”) specifying such Release
Date;


(ii)      as of the Release Date, the
corporate family rating of the Borrower shall be at least Ba1 by Moody’s and
the corporate rating of the Borrower shall be at least BB+ by S&P, in each
case with no negative outlook;


(iii)     as of the Release Date, no
Default shall have occurred and be continuing; and


(iv) on the Release Date,
the Administrative Agent shall have received a certificate, dated the Release
Date and executed by a Financial Officer, confirming the satisfaction of the
preceding conditions.


“Real Property Collateral” means all real
property included in the Collateral.


“Release Conditions” means the following
conditions for terminating all the Transaction Liens:


(i)       all Commitments under the
Credit Agreement shall have expired or been terminated;


(ii)      all Non-Contingent Secured
Obligations shall have been paid in full; and


(iii)     no Contingent Secured
Obligation (other than contingent indemnification and expense reimbursement
obligations as to which no claim shall have been asserted) shall remain
outstanding.


“Secured Agreement”, when used with respect
to any Secured Obligation, refers collectively to the instruments, agreements
and other documents that set forth the obligations of a Credit Party and/or the
rights of a Secured Party with respect to such Secured Obligation.


“Secured Obligations” means (i) all
principal of all Loans outstanding from time to time under the Credit
Agreement, all interest (including Post-Petition Interest) on such Loans
and all other amounts now or hereafter payable by the Borrower pursuant to the
Loan Documents, and (ii) all obligations of any Lien Grantor under any Hedging
Agreement that is entered into with any counterparty 



 6
 









that is the Arranger, the Administrative Agent or a
Lender or an Affiliate of the Arranger, the Administrative Agent or a Lender,
in each case at the time such Hedging Agreement is entered into.


“Secured Parties” means the holders from
time to time of the Secured Obligations.


“Secured Party Requesting Notice” means, at
any time, a Secured Party that has, at least five Business Days prior thereto,
delivered to the Administrative Agent a written notice (i) stating that it
holds one or more Secured Obligations and wishes to receive copies of the
notices referred to in Section 14(e) and (ii) setting forth its address,
facsimile number and e-mail address to which copies of such notices should be
sent.


“Securities Account Control Agreement”
means, when used with respect to a Securities Account, a Securities Account
Control Agreement substantially in the form of Exhibit C (with any changes or
alternate form that the Administrative Agent shall have approved, such approval
not to be unreasonably withheld) among the relevant Securities Intermediary,
the relevant Lien Grantor and the Administrative Agent to the effect that such
Securities Intermediary will comply with Entitlement Orders originated by the
Administrative Agent with respect to such Securities Account without further
consent by the relevant Lien Grantor.


“Security Agreement Supplement” means a
Security Agreement Supplement, substantially in the form of Exhibit A, signed
and delivered to the Administrative Agent for the purpose of adding a
Subsidiary as a party hereto pursuant to Section 16 and/or adding additional
property to the Collateral.


“Security Documents” means this Agreement,
the Security Agreement Supplements, the Deposit Account Control Agreements, the
Securities Account Control Agreements, the Mortgages and all other supplemental
or additional security agreements, control agreements, mortgages or similar
instruments delivered pursuant to the Loan Documents.


“Transaction Liens” means the Liens granted
by the Lien Grantors under the Security Documents.


“US Pledge Agreement” means the US Pledge Agreement dated as
of November 8, 2006 among Marvell Technology Group Ltd., the guarantors party
thereto and Credit Suisse, Cayman Islands Branch, as Administrative Agent.


“UCC” means the Uniform Commercial Code as
in effect from time to time in the State of New York; provided that, if perfection or the effect
of 



 7
 









perfection or non-perfection or the priority of
any Transaction Lien on any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.


(d)        Terms Generally.  The
definitions of terms herein (including those incorporated by reference to the
UCC or to another document) apply equally to the singular and plural forms of
the terms defined.  Whenever the context
may require, any pronoun includes the corresponding masculine, feminine and
neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth in any Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof”
and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to
Sections, Exhibits and Schedules shall be construed to refer to Sections of,
and Exhibits and Schedules to, this Agreement and (v) the word “property” shall be construed to refer to
any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.


(e)        If the Loans or any
portion thereof shall have been declared to be due and payable (or shall
automatically have become due and payable) as set forth in Article 7 of the
Credit Agreement, then for all purposes hereof the Administrative Agent shall
be deemed to have notified each of the Lien Grantors concurrently with the
occurrence of such event of its intention to exercise its rights under the
Security Documents.


Section 2.  Grant of Transaction Liens.


(a)        Each Guarantor listed on
the signature pages hereof, in order to secure its Transaction Guarantee,
grants to the Administrative Agent for the benefit of the Secured Parties a
continuing security interest in all the following property of such Guarantor,
whether now owned or existing or hereafter acquired or arising and regardless
of where located:


(i)            all Accounts;



 8
 









(ii)           all Chattel Paper;


(iii)          all Deposit Accounts;


(iv)          all Investment Property,
other than Equity Interests in such Guarantor’s subsidiaries;


(v)           all Documents;


(vi)          all Equipment;


(vii)         all Instruments;


(viii)        all Inventory;


(ix)           all Securities
Accounts;


(x)            all books and records
(including customer lists, credit files, computer programs, printouts and other
computer materials and records) of such Original Lien Grantor pertaining to any
of its Collateral;


(xi)           such Original Lien
Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial
Assets credited to its Collateral Accounts from time to time and all Security
Entitlements in respect thereof, (3) all cash held in its Collateral Accounts
from time to time and (4) all other money in the possession of the
Administrative Agent; and


(xii)          all Proceeds of the
Collateral described in the foregoing clauses (i) through (xi);


provided
that the following property is excluded from the foregoing security interests:
(A) motor vehicles the perfection of a security interest in which is excluded
from the Uniform Commercial Code in the relevant jurisdiction, (B) Equipment
leased by an Original Lien Grantor under a lease that prohibits the granting of
a Lien on such Equipment and any general intangibles or other rights arising
under any contract, instrument, license or other document, in each such case if
(but only to the extent that) the grant of a security interest therein would
constitute a material violation of a valid and effective restriction in favor
of a third party, unless and until all required consents shall have been
obtained, (C) any Deposit Account (other than the Primary Deposit Account)
established solely to fund obligations in respect of payroll or medical plan
payments, disability payments, flex spending payments and other similar
payments in respect of employees of the Lien Grantors, so long as such Deposit
Account is funded and maintained solely for such purpose and in a manner
consistent with past practices and (D) any Deposit Account or Instrument (other
than the Primary Deposit 



 9
 









Account) that is subject
to a perfected Lien permitted under Section 6.02(iii) or (vi) of the Credit
Agreement.


(b)        With respect to each right
to payment or performance included in the Collateral from time to time, the
Transaction Lien granted therein includes a continuing security interest in (i)
any Supporting Obligation that supports such payment or performance and (ii)
any Lien that (x) secures such right to payment or performance or (y) secures
any such Supporting Obligation.


(c)        The Transaction Liens are
granted as security only and shall not subject the Administrative Agent or any
other Secured Party to, or transfer or in any way affect or modify, any
obligation or liability of any Lien Grantor with respect to any of the
Collateral or any transaction in connection therewith.


Section 3.  General Representations and
Warranties.  Each Original
Lien Grantor represents and warrants that:


(a)        Such Lien Grantor is duly
organized, validly existing and in good standing under the laws of the
jurisdiction identified as its jurisdiction of organization in its Perfection
Certificate.


(b)        Schedule 1 lists, as of
the Effective Date, (i) all Securities owned by such Lien Grantor (except
Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii)
all Securities Accounts to which Financial Assets are credited in respect of
which such Lien Grantor owns Security Entitlements.  Such Lien Grantor owns no Commodity Account
in respect of which such Lien Grantor is the Commodity Customer.


(c)        Such Lien Grantor has good
and marketable title to all its Collateral (subject to exceptions that are, in
the aggregate, not material), free and clear of any Lien other than Permitted
Liens.


(d)        No financing statement,
security agreement, mortgage or similar or equivalent document or instrument
covering all or part of the Collateral owned by such Lien Grantor is on file or
of record in any jurisdiction in which such filing or recording would be
effective to perfect or record a Lien on such Collateral, except financing
statements, mortgages or other similar or equivalent documents with respect to
Permitted Liens.  After the Effective
Date, no Collateral owned by such Lien Grantor will be in the possession or
under the Control of any other Person having a claim thereto or security
interest therein, other than a Permitted Lien.


(e)        The Transaction Liens on
all Personal Property Collateral owned by such Lien Grantor (i) have been
validly created, (ii) will attach to each item of such Collateral on the
Effective Date (or, if such Lien Grantor first obtains rights 



 10
 









thereto on a later date, on such later date) and (iii)
when so attached, will secure such Lien Grantor’s Transaction Guarantee.


(f)         When the relevant
Mortgages have been duly executed and delivered, the Transaction Liens on all
Real Property Collateral owned by such Lien Grantor as of the Effective Date
will have been validly created and will secure such Lien Grantor’s Transaction
Guarantee.  When such Mortgages have been
duly recorded, such Transaction Liens will rank prior to all other Liens
(except Permitted Liens) on such Real Property Collateral.


(g)        Such Lien Grantor has
delivered a Perfection Certificate to the Administrative Agent.  The information set forth therein is correct
and complete as of the Effective Date.


(h)        When UCC financing
statements describing the Collateral as set forth in Schedule 1 to such Lien
Grantor’s Perfection Certificate have been filed in the offices specified in
such Perfection Certificate, the Transaction Liens will constitute perfected
security interests in the Personal Property Collateral owned by such Lien Grantor
to the extent that a security interest therein may be perfected by filing
pursuant to the UCC, prior to all Liens and rights of others therein except
Permitted Liens.  Except for (i) the
filing of such UCC financing statements and (ii) the due recordation of the
Mortgages, no registration, recordation or filing with any governmental body,
agency or official is required in connection with the execution or delivery of
the Security Documents or is necessary for the validity or enforceability
thereof or for the perfection or due recordation of the Transaction Liens or
for the enforcement of the Transaction Liens.


(i)         Such Lien Grantor has
taken, and will continue to take, all actions necessary under the UCC to
perfect its interest in any Accounts or Chattel Paper purchased or otherwise
acquired by it, as against its assignors and creditors of its assignors.


(j)         Such Lien Grantor’s
Collateral is insured as required by the Credit Agreement.


(k)        All of such Lien Grantor’s
Inventory has or will have been produced in compliance with the applicable
requirements of the Fair Labor Standards Act, as amended.


Section 4.  Further Assurances;
General Covenants.  Each Lien
Grantor covenants as follows:


(a)        Such Lien Grantor will,
from time to time, at the Borrower’s expense, execute, deliver, file and record
any statement, assignment, instrument, 



 11
 









document, agreement or other paper and take any other
action (including any filing of financing or continuation statements under the
UCC) that from time to time may be necessary or reasonably desirable, or that
the Administrative Agent may reasonably request, in order to:


(i)    create, preserve, perfect,
confirm or validate the Transaction Liens on such Lien Grantor’s Collateral;


(ii)   in the case of Pledged Deposit
Accounts (except with respect to Pledged Deposit Accounts containing less than
$3,500,000 in the aggregate) and Pledged Investment Property, cause the
Administrative Agent to have Control thereof;


(iii)  enable the Administrative Agent
and the other Secured Parties to obtain the full benefits of the Security
Documents; or


(iv)  enable the Administrative Agent
to exercise and enforce any of its rights, powers and remedies with respect to
any of such Lien Grantor’s Collateral.


Notwithstanding the
foregoing, the actions required by the Lien Grantors pursuant to the foregoing
provisions of this Section to perfect and ensure the priority of the Liens
granted hereunder shall be limited to filings of Uniform Commercial Code
financing statements, delivering possession of Collateral the security
interests in which can be perfected only by taking possession, execution and
delivery of Deposit Account Control Agreements and Securities Account Control
Agreements and, to the extent any additional actions are required to effect
such perfection or priority as a result of a change in law, such actions.


To the extent permitted
by applicable law, such Lien Grantor authorizes the Administrative Agent to
execute and file such financing statements or continuation statements without
such Lien Grantor’s signature appearing thereon.  Such Lien Grantor agrees that a carbon,
photographic, photostatic or other reproduction of this Agreement or of a
financing statement is sufficient as a financing statement.  Such Lien Grantor constitutes the
Administrative Agent its attorney-in-fact to execute and file all
filings required or so requested for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed; and such power, being coupled
with an interest, shall be irrevocable until all the Transaction Liens granted
by such Lien Grantor terminate pursuant to Section 15.  The Borrower will pay the costs of, or
incidental to, any recording or filing of any financing or continuation
statements or other documents recorded or filed pursuant hereto.



 12
 









(b)        Such Lien Grantor will not
(i) change its name or corporate structure, (ii) change its location
(determined as provided in UCC Section 9-307) or (iii) become bound, as
provided in UCC Section 9-203(d), by a security agreement entered into by
another Person as lien grantor, unless it shall have given the Administrative
Agent prior notice thereof and delivered a certificate of a Financial Officer
with respect thereto in accordance with Section 4(c).


(c)        At least 30 days before it
takes any action contemplated by Section 4(b), such Lien Grantor will, at the
Borrower’s expense, cause to be delivered to the Administrative Agent a
certificate of a Financial Officer, in form and substance reasonably
satisfactory to the Administrative Agent, to the effect that (i) all financing
statements and amendments or supplements thereto, continuation statements and
other documents required to be filed or recorded in order to perfect and
protect the Transaction Liens against all creditors of and purchasers from such
Lien Grantor after it takes such action (except any continuation statements
specified in such certificate that are to be filed more than six months after
the date thereof) have been filed or recorded in each office necessary for such
purpose, (ii) all fees and taxes, if any, payable in connection with such
filings or recordations have been paid in full and (iii) except as otherwise
agreed by the Required Lenders, such action will not adversely affect the
perfection or priority of the Transaction Lien on any Collateral to be owned by
such Lien Grantor after it takes such action or the accuracy of such Lien
Grantor’s representations and warranties herein relating to such Collateral.


(d)        If any of its Collateral
is in the possession or control of a warehouseman, bailee or agent at any time,
such Lien Grantor will (i) notify such warehouseman, bailee or agent of the
relevant Transaction Liens, (ii) instruct such warehouseman, bailee or agent to
hold all such Collateral for the Administrative Agent’s account subject to the
Administrative Agent’s instructions (which shall permit such Collateral to be
removed by such Lien Grantor in the ordinary course of business until the
Administrative Agent notifies such warehouseman, bailee or agent that an Event
of Default has occurred and is continuing and the Administrative Agent has
notified such Lien Grantor of its intent to exercise its rights hereunder),
(iii) cause such warehouseman, bailee or agent to Authenticate a Record
acknowledging that it holds possession of such Collateral for the
Administrative Agent’s benefit and (iv) make such Authenticated Record
available to the Administrative Agent.


(e)        Such Lien Grantor will not
sell, lease, exchange, assign or otherwise dispose of, or grant any option with
respect to, any of its Collateral; provided
that such Lien Grantor may do any of the foregoing unless (i) doing so would
violate a covenant in the Credit Agreement or (ii) an Event of Default shall
have occurred and be continuing and the Administrative Agent shall have notified
such Lien Grantor that it intends to exercise its rights hereunder and the Lien
Grantor’s right 



 13
 









to do so is terminated, suspended or otherwise
limited.  Concurrently with any sale,
lease or other disposition (except a sale or disposition to another Lien
Grantor or a lease) permitted by the foregoing proviso,
the Transaction Liens on the assets sold or disposed of (but not in any
Proceeds arising from such sale or disposition) will cease immediately without
any action by the Administrative Agent or any other Secured Party.  The Administrative Agent will, at the
Borrower’s expense, execute and deliver to the relevant Lien Grantor such
documents as such Lien Grantor shall reasonably request to evidence the fact
that any asset so sold or disposed of is no longer subject to a Transaction
Lien.


(f)         Such Lien Grantor will,
promptly upon request, provide to the Administrative Agent all information and
evidence concerning such Lien Grantor’s Collateral that the Administrative
Agent may reasonably request from time to time to enable it to enforce the
provisions of the Security Documents.


(g)        From time to time upon
reasonable request by the Required Lenders, such Lien Grantor will, at the
Borrower’s expense, cause to be delivered to the Secured Parties an Opinion of Counsel
reasonably satisfactory to the Administrative Agent as to such matters relating
to the transactions contemplated hereby as the Required Lenders may reasonably
request.


Section 5.  Accounts.  Each Lien Grantor represents,
warrants and covenants as follows:


(a)        Such Lien Grantor will use
commercially reasonable efforts to cause to be collected from its account
debtors, when due, all amounts owing under its Accounts (including delinquent
Accounts, which will be collected in accordance with lawful collection
procedures) and will apply all amounts collected thereon, forthwith upon
receipt thereof, in accordance with its customary practices.  The costs and expenses (including attorney’s
fees) of collection, whether incurred by such Lien Grantor or the Administrative
Agent, shall be paid by such Lien Grantor.


(b)        If payments with respect
to any of such Lien Grantor’s Accounts are received in a lockbox or similar
account, such Lien Grantor will (i) at all times cause such account to be a
Controlled Deposit Account and (ii) cause the relevant depositary bank to
subordinate to the relevant Transaction Lien all its claims to such account
(except its right to deduct its normal operating charges and any uncollected
funds previously credited thereto).  The
Administrative Agent will instruct the relevant depositary bank to transfer
funds credited to any such account, as promptly as practicable after receipt
thereof, to a Controlled Deposit Account designated by such Lien Grantor; provided that, if an Event of Default shall
have occurred and be continuing and the Administrative Agent has notified such
Lien Grantor of its intent to exercise its rights hereunder, the Administrative




 14
 









Agent may designate the Controlled Deposit Account to
which such funds are transferred.


(c)        If an Event of Default
shall have occurred and be continuing and the Administrative Agent has notified
such Lien Grantor of its intent to exercise its rights hereunder, such Lien
Grantor will, if requested to do so by the Administrative Agent, promptly notify
(and such Lien Grantor authorizes the Administrative Agent so to notify) each
account debtor in respect of any of its Accounts that such Accounts have been
assigned to the Administrative Agent hereunder, and that any payments due or to
become due in respect of such Accounts are to be made directly to the
Administrative Agent or its designee.


Section 6.  Securities Accounts.  Each Lien Grantor represents,
warrants and covenants as follows:


(a)        Security
Entitlements.  On the
Effective Date (in the case of an Original Lien Grantor) or the date on which
it signs and delivers its first Security Agreement Supplement (in the case of
any other Lien Grantor), such Lien Grantor will, with respect to each Security
Entitlement then owned by it, enter into (and cause the relevant Securities
Intermediary to enter into) a Securities Account Control Agreement in respect
of such Security Entitlement and the Securities Account to which the underlying
Financial Asset is credited and will deliver such Securities Account Control
Agreement to the Administrative Agent (which shall enter into the same).  Thereafter, whenever such Lien Grantor
acquires any other Security Entitlement, such Lien Grantor will, as promptly as
practicable, cause the underlying Financial Asset to be credited to a
Controlled Securities Account.


(b)        Perfection
as to Security Entitlements. 
So long as the Financial Asset underlying any Security Entitlement owned
by such Lien Grantor is credited to a Controlled Securities Account, the
Transaction Lien on such Security Entitlement will be perfected, subject to no
prior Liens or rights of others (except Liens and rights of the relevant
Securities Intermediary that are Permitted Liens), the Administrative Agent
will have Control of such Security Entitlement and no action based on an
adverse claim to such Security Entitlement or such Financial Asset, whether
framed in conversion, replevin, constructive trust, equitable lien or other
theory, may be asserted against the Administrative Agent or any other Secured Party.


(c)        Agreement as
to Applicable Jurisdiction. 
In respect of all Security Entitlements owned by such Lien Grantor, and
all Securities Accounts to which the related Financial Assets are credited, the
Securities Intermediary’s jurisdiction (determined as provided in UCC Section
8-110(e)) will at all times be located in the United States.



 15















Section 7.  Controlled Deposit
Accounts.  Each Lien Grantor
represents, warrants and covenants as follows:


(a)        Except for cash deposited
in Deposit Accounts not included in the Collateral or distributed to its
shareholders, all cash owned by such Lien Grantor will be deposited, upon or
promptly after the receipt thereof, in one or more Controlled Deposit Accounts.
Each Controlled Deposit Account will be operated as provided in Section 8.


(b)        In respect of each
Controlled Deposit Account, the Depositary Bank’s jurisdiction (determined as
provided in UCC Section 9-304) will at all times be a jurisdiction in which
Article 9 of the Uniform Commercial Code is in effect.


(c)        So long as the
Administrative Agent has Control of a Controlled Deposit Account, the Transaction
Lien on such Controlled Deposit Account will be perfected, subject to no prior
Liens or rights of others (except the Depositary Bank’s right to deduct its
normal operating charges and any uncollected funds previously credited
thereto).


Section 8.  Operation of Collateral
Accounts. (a) All Cash Distributions received with respect to assets
held in any Collateral Account shall be deposited therein promptly upon receipt
thereof.


(b)        Funds held in any
Controlled Securities Account may, until withdrawn, be invested and reinvested
in such Permitted Investments as the relevant Lien Grantor shall request from
time to time; provided that, if
an Event of Default shall have occurred and be continuing and the
Administrative Agent has notified the relevant Lien Grantor of its intent to
exercise its rights hereunder, the Administrative Agent may select such
Permitted Investments.


(c)        Funds held in any
Controlled Deposit Account may, until withdrawn, be invested and reinvested in
such Permitted Investments as the relevant Lien Grantor shall request from time
to time; provided that if an
Event of Default shall have occurred and be continuing and the Administrative
Agent has notified the relevant Lien Grantor of its intent to exercise its
rights hereunder, the Administrative Agent may select such Permitted
Investments.


(d)        With respect to each
Collateral Account, the Administrative Agent will instruct the relevant
Securities Intermediary or Depositary Bank that the relevant Lien Grantor may
withdraw, or direct the disposition of, funds held therein unless and until the
Administrative Agent rescinds such instruction. 
The Administrative Agent will not rescind such instructions unless an
Event of 



 16
 









Default shall have occurred and be continuing and the
Administrative Agent has notified the relevant Lien Grantor of its intent to
exercise its rights hereunder.


(e)        If an Event of Default
shall have occurred and be continuing and the Administrative Agent has notified
the relevant Lien Grantor of its intent to exercise its rights hereunder, the
Administrative Agent may (i) retain, or instruct the relevant Securities
Intermediary or Depositary Bank to retain, all cash and investments then held
in any Collateral Account, (ii) liquidate, or instruct the relevant Securities
Intermediary or Depositary Bank to liquidate, any or all investments held
therein and/or (iii) withdraw any amounts held therein and apply such amounts
as provided in Section 11.


(f)         If immediately available
cash on deposit in any Collateral Account is not sufficient to make any
distribution or withdrawal to be made pursuant hereto, the Administrative Agent
will cause to be liquidated, as promptly as practicable, such investments held
in or credited to such Collateral Account as shall be required to obtain
sufficient cash to make such distribution or withdrawal and, notwithstanding
any other provision hereof, such distribution or withdrawal shall not be made
until such liquidation has taken place.


Section 9.  Certain Cash
Distributions.  Cash
Distributions with respect to assets held in a Collateral Account shall be
deposited and held therein, or withdrawn therefrom, as provided in Section
8.  Cash Distributions with respect to
any Pledged Debt that is not held in a Collateral Account (whether held in the
name of a Lien Grantor or in the name of the Administrative Agent or its
nominee) shall be deposited, promptly upon receipt thereof, in a Controlled
Deposit Account of the relevant Lien Grantor; provided
that, if an Event of Default shall have occurred and be continuing and the
Administrative Agent shall have notified the Lien Grantors of its intent to
exercise its rights under the Security Documents, the Administrative Agent may
deposit, or direct the recipient thereof to deposit, each such Cash
Distribution in a Controlled Deposit Account.


Section 10.  Remedies upon Event of
Default.  (a) If an Event of
Default shall have occurred and be continuing, the Administrative Agent may
exercise (or cause its sub-agents to exercise) any or all of the remedies
available to it (or to such sub-agents) under the Security Documents.


(b)        Without limiting the
generality of the foregoing, if an Event of Default shall have occurred and be
continuing, the Administrative Agent may exercise on behalf of the Secured
Parties all the rights of a secured party under the UCC (whether or not in
effect in the jurisdiction where such rights are exercised) with respect to any
Personal Property Collateral and, in addition, the Administrative Agent may,
without being required to give any notice, except as herein provided or as may
be required by mandatory provisions of law, withdraw 



 17
 









all cash held in the Collateral Accounts and apply
such cash as provided in Section 11 and, if there shall be no such cash or if
such cash shall be insufficient to pay all the Secured Obligations in full,
sell, lease, license or otherwise dispose of the Collateral or any part
thereof.  Notice of any such sale or
other disposition shall be given to the relevant Lien Grantor(s) as required by
Section 12.  The foregoing provisions of
this subsection shall apply to Real Property Collateral only to the extent
permitted by applicable law and the provisions of any applicable Mortgage or
other document.


Section 11.  Application of Proceeds.  (a) If an Event of Default shall
have occurred and be continuing, the Administrative Agent may apply (i) any
cash held in the Collateral Accounts and (ii) the proceeds of any sale or other
disposition of all or any part of the Collateral, in the following order of
priorities:


first,     to pay the expenses of such
sale or other disposition, including reasonable compensation to agents of and
counsel for the Administrative Agent, and all expenses, liabilities and
advances incurred or made by the Administrative Agent in connection with the
Security Documents, and any other amounts then due and payable to the
Administrative Agent pursuant to Section 9.03 of the Credit Agreement;


second,  to pay the unpaid principal of
the Secured Obligations ratably (or provide for the payment thereof pursuant to
Section 11(b)), until payment in full of the principal of all Secured
Obligations shall have been made (or so provided for);


third,   to pay ratably all interest
(including Post-Petition Interest) on the Secured Obligations payable
under the Credit Agreement, until payment in full of all such interest and fees
shall have been made;


fourth, to pay all other Secured
Obligations ratably (or provide for the payment thereof pursuant to Section
11(b)), until payment in full of all such other Secured Obligations shall have
been made (or so provided for); and


finally, to pay to the relevant Lien
Grantor, or as a court of competent jurisdiction may direct, any surplus then
remaining from the proceeds of the Collateral owned by it;


provided
that Collateral and any proceeds thereof shall be applied pursuant to the
foregoing clauses first, second, third
and fourth only to the extent
permitted by the limitation in Section 2(i) of the Guarantee Agreement.  The Administrative Agent may make such
distributions hereunder in cash or in kind or, on a ratable basis, in any
combination thereof.



 18
 









(b)        If at any time any portion
of any monies collected or received by the Administrative Agent would, but for
the provisions of this Section 11(b), be payable pursuant to Section 11(a) in
respect of a Contingent Secured Obligation, the Administrative Agent shall not
apply any monies to pay such Contingent Secured Obligation but instead shall
request the holder thereof, at least 10 days before each proposed distribution
hereunder, to notify the Administrative Agent as to the maximum amount of such
Contingent Secured Obligation if then ascertainable.  If the holder of such Contingent Secured
Obligation does not notify the Administrative Agent of the maximum ascertainable
amount thereof at least two Business Days before such distribution, such holder
will not be entitled to share in such distribution.  If such holder does so notify the
Administrative Agent as to the maximum ascertainable amount thereof, the
Administrative Agent will allocate to such holder a portion of the monies to be
distributed in such distribution, calculated as if such Contingent Secured
Obligation were outstanding in such maximum ascertainable amount.  However, the Administrative Agent will not apply
such portion of such monies to pay such Contingent Secured Obligation, but
instead will hold such monies or invest such monies in Permitted
Investments.  All such monies and
Permitted Investments and all proceeds thereof will constitute Collateral hereunder,
but will be subject to distribution in accordance with this Section 11(b)
rather than Section 11(a).  The
Administrative Agent will hold all such monies and Permitted Investments and
the net proceeds thereof in trust until all or part of such Contingent Secured
Obligation becomes a Non-Contingent Secured Obligation, whereupon the
Administrative Agent at the request of the relevant Secured Party will apply
the amount so held in trust to pay such Non-Contingent Secured
Obligation; provided that, if the
other Secured Obligations theretofore paid pursuant to the same clause of
Section 11(a) (i.e., clause second or fourth)
were not paid in full, the Administrative Agent will apply the amount so held
in trust to pay the same percentage of such Non-Contingent Secured
Obligation as the percentage of such other Secured Obligations theretofore paid
pursuant to the same clause of Section 11(a). 
If (i) the holder of such Contingent Secured Obligation shall advise the
Administrative Agent that no portion thereof remains in the category of a
Contingent Secured Obligation and (ii) the Administrative Agent still holds any
amount held in trust pursuant to this Section 11(b) in respect of such
Contingent Secured Obligation (after paying all amounts payable pursuant to the
preceding sentence with respect to any portions thereof that became Non-Contingent
Secured Obligations), such remaining amount will be applied by the
Administrative Agent in the order of priorities set forth in Section 11(a).


(c)        In making the payments and
allocations required by this Section, the Administrative Agent may rely upon
information supplied to it pursuant to Section 14(c).  All distributions made by the Administrative
Agent pursuant to this Section shall be final (except in the event of manifest
error) and the 



 19
 









Administrative Agent shall have no duty to inquire as
to the application by any Secured Party of any amount distributed to it.


Section 12.  Authority to Administer
Collateral.  Each Lien Grantor
irrevocably appoints the Administrative Agent its true and lawful attorney,
with full power of substitution, in the name of such Lien Grantor, any Secured
Party or otherwise, for the sole use and benefit of the Secured Parties, but at
the Borrower’s expense, to the extent permitted by law to exercise, at any time
and from time to time while an Event of Default shall have occurred and be
continuing and the Administrative Agent shall have notified the Lien Grantor of
its intent to enforce its security interest in such Lien Grantor’s Collateral,
all or any of the following powers with respect to all or any of such Lien
Grantor’s Collateral:


(a)           to demand, sue for,
collect, receive and give acquittance for any and all monies due or to become
due upon or by virtue thereof,


(b)           to settle, compromise,
compound, prosecute or defend any action or proceeding with respect thereto,


(c)           to sell, lease, license
or otherwise dispose of the same or the proceeds or avails thereof, as fully
and effectually as if the Administrative Agent were the absolute owner thereof,
and


(d)           to extend the time of
payment of any or all thereof and to make any allowance or other adjustment
with reference thereto;


provided
that, except in the case of Personal Property Collateral that is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Administrative Agent will give the relevant Lien Grantor
at least ten days’ prior written notice of the time and place of any public
sale thereof or the time after which any private sale or other intended
disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613,
(ii) be Authenticated and (iii) be sent to the parties required
to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent
fails to comply with this sentence in any respect, its liability for such
failure shall be limited to the liability (if any) imposed on it as a matter of
law under the UCC.


Section 13.  Limitation on Duty in Respect
of Collateral.  Beyond the
exercise of reasonable care in the custody and preservation thereof, the
Administrative Agent will have no duty as to any Collateral in its possession
or control or in the possession or control of any sub-agent or bailee or any
income therefrom or as to the preservation of rights against prior parties or
any other 



 20
 









rights pertaining thereto.  The
Administrative Agent will be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession or control if such
Collateral is accorded treatment substantially equal to that which it accords
its own property, and will not be liable or responsible for any loss or damage
to any Collateral, or for any diminution in the value thereof, by reason of any
act or omission of any sub-agent or bailee selected by the Administrative Agent
in good faith, except to the extent that such liability arises from the
Administrative Agent’s gross negligence or willful misconduct.


Section 14.  General Provisions Concerning
the Administrative Agent.


(a)        The provisions of Article
8 of the Credit Agreement shall inure to the benefit of the Administrative
Agent, and shall be binding upon all Lien Grantors and all Secured Parties, in
connection with this Agreement and the other Security Documents.  Without limiting the generality of the
foregoing, (i) the Administrative Agent shall not be subject to any fiduciary
or other implied duties, regardless of whether an Event of Default has occurred
and is continuing, (ii) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Security
Documents that the Administrative Agent is required in writing to exercise by
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02 of
the Credit Agreement), and (iii) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for any failure to disclose, any information relating to
the Borrower or any of the Guarantors that is communicated to or obtained by
the bank serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall
not be responsible for the existence, genuineness or value of any Collateral or
for the validity, perfection, priority or enforceability of any Transaction
Lien, whether impaired by operation of law or by reason of any action or omission
to act on its part under the Security Documents. The Administrative Agent shall
be deemed not to have knowledge of any Event of Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or
a Secured Party.


(b)        Sub-Agents and Related Parties.  The Administrative Agent may perform any of
its duties and exercise any of its rights and powers through one or more
sub-agents appointed by it.  The
Administrative Agent and any such sub-agent may perform any of its duties and
exercise any of its rights and powers through its Related Parties.  The exculpatory provisions of Section 13 and
this Section shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent.



 21
 









(c)        Information as to Secured Obligations and Actions by Secured
Parties.  For all purposes of
the Security Documents, including determining the amounts of the Secured
Obligations and whether a Secured Obligation is a Contingent Secured Obligation
or not, or whether any action has been taken under any Secured Agreement, the
Administrative Agent will be entitled to rely on information from (i) its own records for information
as to the Lender Parties, their Secured Obligations and actions taken by them, (ii) any Secured Party (or any
trustee, agent or similar representative) for information as to its Secured
Obligations and actions taken by it, to the extent that the Administrative
Agent has not obtained such information from its own records, and (iii) the Borrower, to the extent
that the Administrative Agent has not obtained information from the foregoing
sources.


(d)        Refusal to
Act.  The Administrative Agent
may refuse to act on any notice, consent, direction or instruction from any
Secured Parties or any agent, trustee or similar representative thereof that,
in the Administrative Agent’s opinion, (i)
is contrary to law or the provisions of any Security Document, (ii) may expose the Administrative
Agent to liability (unless the Administrative Agent shall have been indemnified,
to its reasonable satisfaction, for such liability by the Secured Parties that
gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties not joining in
such notice, consent, direction or instruction.


(e)        Copies of
Certain Notices.  Within two
Business Days after it receives or sends any notice referred to in this
subsection, the Administrative Agent shall send to the Lenders and each Secured
Party Requesting Notice, copies of any notice given by the Administrative Agent
to any Lien Grantor, or received by it from any Lien Grantor, pursuant to
Section 10, 11, 12 or 15.


Section 15.  Termination of Transaction
Liens; Release of Collateral.  (a) The Transaction Liens granted by
each Guarantor pursuant to this Agreement shall terminate upon the earlier of
(i) the satisfaction of all of the Release Conditions and (ii) the satisfaction
of all of the Ratings Release Conditions (subject to reinstatement as set forth
in Section 5.12 of the Credit Agreement).


(b)        At any time before the
Transaction Liens granted by all the Lien Grantors pursuant to this Agreement
terminate, the Administrative Agent may, at the written request of the
Borrower, (i) release any
Collateral (but not all or substantially all the Collateral) with the prior
written consent of the Required Lenders or (ii) release all or substantially all the Collateral with the
prior written consent of all Lenders.


(c)        The Administrative Agent
shall be fully protected in relying upon a certificate of a Financial Officer
of the Borrower as to whether all of the Ratings 



 22
 









Release Conditions are satisfied.  Upon any termination of a Transaction Lien or
release of Collateral, the Administrative Agent will, at the expense of the
relevant Lien Grantor, execute and deliver to such Lien Grantor such documents
as such Lien Grantor shall reasonably request to evidence the termination of
such Transaction Lien or the release of such Collateral, as the case may be.


Section 16.  Additional Lien Grantors.  Any Subsidiary may become a party
hereto by signing and delivering to the Administrative Agent a Security
Agreement Supplement, whereupon such Subsidiary shall become a “Lien Grantor”
as defined herein.


Section 17.  Notices.  Each notice, request or other
communication given to any party hereunder shall be given in accordance with
Section 9.01 of the Credit Agreement, and in the case of any such notice,
request or other communication to a Lien Grantor, shall be given to it in care
of the Borrower.Section 18.  No Implied Waivers; Remedies Not
Exclusive.  No failure by the
Administrative Agent or any Secured Party to exercise, and no delay in
exercising and no course of dealing with respect to, any right or remedy under
any Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise by the Administrative Agent or any Secured Party of any right
or remedy under any Loan Document preclude any other or further exercise
thereof or the exercise of any other right or remedy.  The rights and remedies specified in the Loan
Documents are cumulative and are not exclusive of any other rights or remedies
provided by law.


Section 19.  Successors and Assigns.  This Agreement is for the benefit
of the Administrative Agent and the Secured Parties.  If all or any part of any Secured Party’s
interest in any Secured Obligation is assigned or otherwise transferred, the
transferor’s rights hereunder, to the extent applicable to the obligation so
transferred, shall be automatically transferred with such obligation.  This Agreement shall be binding on the Lien
Grantors and their respective successors and assigns.


Section 20.  Amendments and Waivers.  Neither this Agreement nor any
provision hereof may be waived, amended, modified or terminated except pursuant
to an agreement or agreements in writing entered into by the Administrative
Agent, with the consent of such Lenders as are required to consent thereto
under Section 9.02 of the Credit Agreement. 
No such waiver, amendment or modification shall (i) be binding upon any
Lien Grantor, except with its written consent, or (ii) affect the rights of a
Secured Party (other than a Lender) hereunder more adversely than it affects
the comparable rights of the Lenders hereunder, without the consent of such
Secured Party.



 23
 









Section 21.  Governing Law; Jurisdiction; Consent to Service of Process.  (a)
This Agreement shall be construed in accordance with and governed by the
laws of the State of New York, except as otherwise required by mandatory
provisions of law and except to the extent that remedies provided by the laws
of any jurisdiction other than the State of New York are governed by the laws
of such jurisdiction.


(b)        Each of the Lien Grantors
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any relevant appellate court, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each party hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. 
Each party hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  Nothing in any Loan Document shall affect any
right that any Secured Party may otherwise have to bring any action or
proceeding relating to any Loan Document against any Lien Grantor or its
properties in the courts of any jurisdiction.


(c)        Each of the Lien Grantors
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to in subsection (b) of this Section.  Each party hereto irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of any such suit, action or proceeding in any such court.


(d)        Each party hereto
irrevocably consents to service of process in the manner provided for notices
in Section 9.01 of the Credit Agreement. 
Nothing in any Loan Document will affect the right of any party hereto
to serve process in any other manner permitted by law.


Section 22.  Waiver of Jury Trial.  EACH PARTY HERETO WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). 
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY 



 24
 









HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


Section 23.  Use of English Language.  Any translation of this Agreement
into another language shall have no interpretive effect. All documents or
notices to be delivered pursuant to or in connection with this Agreement shall
be in the English language or, if any such document or notice is not in the
English language, accompanied by an English translation thereof, and the
English language version of any such document or notice shall control for
purposes hereof.


Section 24.  Severability.  If any provision of any Loan
Document is invalid, illegal or unenforceable in any jurisdiction then, to the
fullest extent permitted by law, (i) such provision shall, as to such
jurisdiction, be ineffective to the extent (but only to the extent) of such
invalidity, illegality or unenforceability, (ii) the other provisions of the
Loan Documents shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Administrative Agent and the
Secured Parties in order to carry out the intentions of the parties thereto as
nearly as may be possible and (iii) the invalidity, illegality or
unenforceability of any such provision in any jurisdiction shall not affect the
validity, legality or enforceability of such provision in any other jurisdiction.


Section 25.  Counterparts, Integration,
Effectiveness.  This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01 of the
Credit Agreement, this Agreement (i) will become effective when the
Administrative Agent shall have signed this Agreement and received counterparts
hereof that, when taken together, bear the signatures of each of the other
parties hereto and (ii) thereafter will be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by facsimile will be effective as delivery of
a manually executed counterpart of this Agreement.



 25














IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.


	
  

  	
  MARVELL TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sehat Sutardja

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARVELL SEMICONDUCTOR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sehat Sutardja

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SYSKONNECT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sehat Sutardja

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AVAGO TECHNOLOGIES IMAGING 

  
	
   

  	
   

  	
  (U.S.A.) INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sehat Sutardja

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 











 


	
  

  	
  ZENOGRAPHICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Tate

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARVELL SEMICONDUCTOR, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sehat Sutardja

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  
	
   

  	
   

  	
  BRANCH, as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian T. Caldwell

  	
   

  
	
   

  	
   

  	
  Name: Brian T. Caldwell

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shaheen Malik

  	
   

  
	
   

  	
   

  	
  Name: Shaheen Malik

  
	
   

  	
   

  	
  Title: Associate

  
					



 















SCHEDULE 1


INVESTMENT PROPERTY
(OTHER THAN EQUITY INTERESTS IN

SUBSIDIARIES) OWNED BY ORIGINAL LIEN GRANTORS

(as of the Effective Date)


PART 1 — Securities


	
  Issuer

  	
   

  	
  Jurisdiction

  of

  Organization

  	
   

  	
  Owner of Securities

  	
   

  	
  Amount

  Owned

  	
   

  	
  Type of

  Security

  
	
               

  	
   

  	
               

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
               

  	
   

  	
               

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
               

  	
   

  	
               

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
               

  	
   

  	
               

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PART 2 — Securities
Accounts


The Original Lien
Grantors own Security Entitlements with respect to Financial Assets credited to
the following Securities Accounts:


	
  Owner

  	
   

  	
  Securities

  Intermediary

  	
   

  	
  Account Number

  
	
                       

  	
   

  	
                       

  	
   

  	
   

  
	
                       

  	
   

  	
                       

  	
   

  	
   

  
	
                       

  	
   

  	
                       

  	
   

  	
   

  
	
                       

  	
   

  	
                       

  	
   

  	
   

  
	
                       

  	
   

  	
                       

  	
   

  	
   

  
	
                       

  	
   

  	
                       

  	
   

  	
   

  



 



 S-1-1















EXHIBIT A

to Security Agreement


SECURITY AGREEMENT
SUPPLEMENT


SECURITY
AGREEMENT SUPPLEMENT dated as of                 ,
             ,
between [NAME OF LIEN GRANTOR] (the “Lien
Grantor”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as
Administrative Agent.


WHEREAS,
Marvell Technology Group Ltd. (the “Borrower”), the
lenders party thereto and Credit Suisse, Cayman Islands Branch, as
Administrative Agent, are parties to a Credit Agreement dated as of November 8,
2006 (as heretofore amended and/or supplemented, the “Credit Agreement”);


WHEREAS,
the Borrower, the Guarantors and Credit Suisse, Cayman Islands Branch, as
Administrative Agent (the “Administrative Agent”),
are parties to a Guarantee Agreement dated as of November 8, 2006 (as
heretofore amended and/or supplemented, the “Guarantee
Agreement”) pursuant to which the Guarantors party thereto have
guaranteed certain obligations of the Borrower, including under the Credit
Agreement;


WHEREAS,
the Guarantors party thereto and the Administrative Agent are parties to a
Security Agreement dated as of [            
] (as heretofore amended and/or supplemented, the “Security Agreement”) under which the
Guarantors secure certain obligations (the “Secured
Obligations”);


WHEREAS,
[name of Lien Grantor] has become [is] a party to the Guarantee Agreement as a
Guarantor;


WHEREAS,
[name of Lien Grantor] is willing to become [is] a party to the Security
Agreement as a Lien Grantor thereunder; and


WHEREAS,
terms defined in the Security Agreement (or whose definitions are incorporated
by reference in Section 1 of the Security Agreement) and not otherwise defined
herein have, as used herein, the respective meanings provided for therein;


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


1.     Grant of Transaction Liens.  (a) In order to secure its Transaction
Guarantee, the Lien Grantor grants to the Administrative Agent for the benefit
of the Secured Parties a continuing security interest in all the following
property of 



 A-1
 









the Lien Grantor, whether now owned or existing or
hereafter acquired or arising and regardless of where located (the “New Collateral”):


[describe
property being added to the Collateral]


(b)   With respect to each right to payment or
performance included in the Collateral from time to time, the Transaction Lien
granted therein includes a continuing security interest in (i) any Supporting
Obligation that supports such payment or performance and (ii) any Lien that (x)
secures such right to payment or performance or (y) secures any such Supporting
Obligation.


(c)   The foregoing Transaction Liens are granted
as security only and shall not subject the Administrative Agent or any other Secured
Party to, or transfer or in any way affect or modify, any obligation or
liability of the Lien Grantor with respect to any of the New Collateral or any
transaction in connection therewith.


2.     Delivery of Collateral.  Concurrently with delivering this Security
Agreement Supplement to the Administrative Agent, the Lien Grantor is complying
with the provisions of Section 6 of the Security Agreement with respect to each
Securities Account, in each case if and to the extent included in the New
Collateral at such time.


3.     Party to Security Agreement.  Upon delivering this Security Agreement
Supplement to the Administrative Agent, the Lien Grantor will become a party to
the Security Agreement and will thereafter have all the rights and obligations
of a Lien Grantor thereunder and be bound by all the provisions thereof as
fully as if the Lien Grantor were one of the original parties thereto.(1)


4.     Representations and
Warranties.  (a) The Lien
Grantor is duly organized, validly existing and in good standing under the laws
of [jurisdiction of organization].


(b)   The Lien Grantor has delivered a Perfection
Certificate to the Administrative Agent. 
The information set forth therein is correct and complete as of the date
hereof.






(1)             Delete Section 4 if
the Lien Grantor is already a party to the Security Agreement.


 



 A-2
 









(c)   Each of the representations and warranties
set forth in the Security Agreement and the Credit Agreement is true as applied
to the Lien Grantor and the New Collateral. 
For purposes of the foregoing sentence, references in said agreements to
a “Lien Grantor”, a “Subsidiary” or a “Credit Party” shall be deemed to refer
to the Lien Grantor, references to Schedules to the Security Agreement shall be
deemed to refer to the corresponding Schedules to this Security Agreement
Supplement, references to “Collateral” shall be deemed to refer to the New
Collateral, and references to the “Closing Date” or the “Effective Date” shall
be deemed to refer to the date on which the Lien Grantor signs and delivers
this Security Agreement Supplement.


5.     Governing Law.  This Security Agreement Supplement shall be
construed in accordance with and governed by the laws of the State of New York.


IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement
Supplement to be duly executed by their respective authorized officers as of
the day and year first above written.


	
  

  	
  [NAME OF LIEN GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE,
  CAYMAN ISLANDS

  BRANCH, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 A-3
 









Schedule 1

to Security Agreement Supplement


INVESTMENT PROPERTY

(OTHER THAN EQUITY INTERESTS IN SUBSIDIARIES)

OWNED BY LIEN GRANTOR


PART 1 — Securities


	
  Issuer

  	
   

  	
  Jurisdiction

  of

  Organization

  	
   

  	
  Amount Owned

  	
   

  	
  Type of Security

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  
	
                   

  	
   

  	
                   

  	
   

  	
   

  	
   

  	
   

  



 


PART 2 — Securities
Accounts


The Lien Grantor owns
Security Entitlements with respect to Financial Assets credited to the
following Securities Accounts:


	
  Securities Intermediary

  	
   

  	
  Account Number

  
	
                        

  	
   

  	
                        

  
	
                        

  	
   

  	
                        

  
	
                        

  	
   

  	
                        

  
	
                        

  	
   

  	
                        

  
	
                        

  	
   

  	
                        

  
	
                        

  	
   

  	
                        

  



 



 A-4















EXHIBIT B

to Security Agreement


PERFECTION CERTIFICATE


The
undersigned is a duly authorized officer of [NAME OF LIEN GRANTOR] (the “Lien Grantor”).  With reference to the Security Agreement
dated as of [    ] among the Lien
Grantors party thereto and Credit Suisse, Cayman Islands Branch, as
Administrative Agent (terms defined therein being used herein as therein
defined), the undersigned certifies to the Administrative Agent and each other
Secured Party as follows:


A.    Information Required for Filings and Searches for Prior  Filings.


1.     Jurisdiction
of Organization.  The Lien
Grantor is a corporation(2) organized under the laws of                                         .


2.     Name.  The exact [corporate] name of the Lien
Grantor as it appears in its [[certificate] [articles] of incorporation] is as
follows:


3.     Prior Names.  (a) Set forth below is each other [corporate]
name that the Lien Grantor has had since its organization, together with the
date of the relevant change:


(b)   Except as set forth in Schedule      
hereto, the Lien Grantor has not changed its corporate structure(3) in any way
within the past five years.






(2)      Modify
as needed if the Lien Grantor is not a corporation.


(3)  Changes in corporate structure would include
mergers and consolidations, as well as any change in the Lien Grantor’s form of
organization.  If any such change has
occurred, include in Schedule      the information required
by Part A of this certificate as to each constituent party to a merger or
consolidation and any other predecessor organization.



 B-1
 









4.     Filing
Office.  In order to perfect
the Transaction Liens granted by the Lien Grantor, a duly completed financing
statement on Form UCC-1, with the collateral described as set forth on Schedule
1 hereto, should be on file in the office of                             
in                       (4).


B.    Search Reports.


Attached
hereto as Schedule 2 is a true copy of a file search report from the central
UCC filing office in each jurisdiction identified in Part A–4 above with
respect to each name set forth in Part A–2 and Part A–3 above (searches in
local filing offices, if any, are not required).  Attached hereto as Schedule     
is a true copy of each financing statement or other filing identified in such
file search reports.


IN WITNESS WHEREOF, I
have hereunto set my hand this       day of                             ,
            .


	
  

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 






(4)      Insert
Lien Grantor’s “location” determined as provided in UCC Section 9-307.



 B-2
 









Schedule
1

to Perfection Certificate


DESCRIPTION OF COLLATERAL


All the following
property of the Debtor, whether now owned or existing or hereafter acquired or
arising and regardless of where located: 
accounts, chattel paper, deposit accounts, investment property other
than Equity Interests in the Debtor’s subsidiaries, documents, equipment,
instruments, inventory, securities accounts, books and records (including
customer lists, credit files, computer programs, printouts and other computer
materials and records) pertaining to the foregoing, ownership interests in any
collateral accounts (including any financial assets credited thereto from time
to time and all security entitlements in respect thereof) and all cash held
therein from time to time, all other money in the possession of the
Administrative Agent and all proceeds of the foregoing.



 B-3
 









Schedule
2 to

Perfection Certificate


SCHEDULE OF FILINGS



AGAINST                           ,

AS DEBTOR


	
  Filing Office

  	
   

  	
  File Number

  	
   

  	
  Date of Filing(9)

  
	
                                    

  	
   

  	
                                    

  	
   

  	
   

  
	
                                    

  	
   

  	
                                    

  	
   

  	
   

  
	
                                    

  	
   

  	
                                    

  	
   

  	
   

  



 






(9)      Also indicate lapse date, if
other than fifth anniversary.



 B-4














EXHIBIT C

to Security Agreement


SECURITIES ACCOUNT
CONTROL AGREEMENT


SECURITIES
ACCOUNT CONTROL AGREEMENT dated as of                  ,
            among                       
(the “Lien Grantor”), CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (the “Secured Party”), and                
(the “Securities Intermediary”).  All references herein to the “UCC” refer to the Uniform Commercial Code
as in effect from time to time in the State of New York.  Terms defined in the UCC have the same meanings
when used herein.


W I T N E S S E T
H :


WHEREAS,
the Lien Grantor is the entitlement holder with respect to the Account (as
defined below);


WHEREAS,
pursuant to a Security Agreement dated as of [•] (as such agreement may be
amended and/or supplemented from time to time, the “Security Agreement”), the Lien Grantor has granted to the
Secured Party a continuing security interest (the “Transaction Lien”) in all right, title and interest of the
Lien Grantor in, to and under the Account, all financial assets credited
thereto and all security entitlements in respect thereof, whether now owned or
existing or hereafter acquired or arising; and


WHEREAS,
the parties hereto are entering into this Agreement in order to perfect the
Transaction Lien on the Account, all financial assets from time to time
credited thereto and all security entitlements in respect thereof;


NOW,
THEREFORE, the parties hereto agree as follows:


Section 1.  Establishment of Account.  The
Securities Intermediary confirms that:


(i)    the Securities Intermediary has established
account number [identify account number] in the name of “[name of Lien
Grantor]” (such account and any successor account, the “Account”),


(ii)   the Account is a “securities account” as
defined in Section 8-501 of the UCC,



 C-1
 








(iii)  the Securities Intermediary is acting as a
“securities intermediary” (as defined in Section 8-102 of the UCC) in
respect of the Account,


(iv)  the Securities Intermediary shall, subject to
the terms of this Agreement, treat the Lien Grantor as entitled to exercise the
rights that comprise all financial assets from time to time credited to the
Account,


(v)   all property delivered to the Securities
Intermediary by or on behalf of the Lien Grantor will be promptly credited to
the Account, and


(vi)  all financial assets (except cash) credited to
the Account will be registered in the name of the Securities Intermediary,
indorsed to the Securities Intermediary or in blank or credited to another
securities account maintained in the name of the Securities Intermediary and in
no case will any financial asset credited to the Account be registered in the
name of the Lien Grantor, payable to the order of the Lien Grantor or specially
indorsed to the Lien Grantor unless such financial asset has been further
indorsed to the Securities Intermediary or in blank.


Section 2.  “Financial Assets” Election.  The
parties hereto agree that each item of property (whether investment property,
financial asset, security, instrument, cash or other property) credited to the
Account shall be treated as a “financial asset” within the meaning of Sections
8-102(a)(9) and 8-103 of the UCC.


Section 3.  Entitlement Orders.  The
Securities Intermediary agrees to comply with any “entitlement order” (as
defined in Section 8-102 of the UCC) originated by the Secured Party and
relating to the Account or any financial asset credited thereto without further
consent by the Lien Grantor or any other person.  The Lien Grantor consents to the foregoing
agreement by the Securities Intermediary.


Section 4.  Waiver of Lien; Waiver of Set-off. 
The Securities Intermediary waives any security interest,
lien or right to make deductions or setoffs that it may now have or hereafter
acquire in or with respect to the Account, any financial asset credited thereto
or any security entitlement in respect thereof. 
Neither the financial assets credited to the Account nor the security
entitlements in respect thereof will be subject to deduction, set-off,
banker’s lien, or any other right in favor of any person other than the Secured
Party [(except that the Securities Intermediary may set off (i) all amounts due
to it in respect of its customary fees and expenses for the routine maintenance
and operation of the Account and (ii) 



 C-2
 








the face amount of any checks that have been credited
to the Account but are subsequently returned unpaid because of uncollected or
insufficient funds)].


Section 5.  Choice of Law.  This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York.  The State of New York
shall be deemed to be the Securities Intermediary’s jurisdiction for purposes
of the UCC (including, without limitation, Section 8-110 thereof).


Section 6.  Conflict with Other Agreements.  There
is no agreement (except this Agreement) between the Securities Intermediary and
the Lien Grantor with respect to the Account [except for [identify any existing
other agreements] the “Existing Other Agreements”].  In the event of any conflict between this
Agreement (or any portion hereof) and any other agreement [(including any
Existing Other Agreement)] between the Securities Intermediary and the Lien
Grantor with respect to the Account, whether now existing or hereafter entered
into, the terms of this Agreement shall prevail.  If any Existing Other Agreement does not
specify that it is governed by the laws of the State of New York. such Existing
Other Agreement is hereby amended to specify that it is governed by the laws of
the State of New York.


Section 7.  Amendments.  No
amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all the parties hereto.


Section 8.  Notice of Adverse Claims.  Except
for the claims and interests of the Secured Party and the Lien Grantor, the
Securities Intermediary does not know of any claim to, or interest in, the
Account, any financial asset credited thereto or any security entitlement in
respect thereof.  If any person asserts
any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, attachment, execution or similar process) against the Account, any
financial asset credited thereto or any security entitlement in respect
thereof, the Securities Intermediary will promptly notify the Secured Party and
the Lien Grantor thereof.


Section 9.  Maintenance of Account.  In
addition to, and not in lieu of, the obligation of the Securities Intermediary
to honor entitlement orders as agreed in Section 3 hereof, the Securities
Intermediary agrees to maintain the Account as follows:


(i)    Lien
Grantor Entitlement Orders; Notice of Exclusive Control.  So long as the Securities Intermediary has
not received a Notice of Exclusive Control (as defined below), the Securities
Intermediary may, subject to paragraph (iii) below, comply with entitlement
orders of the Lien Grantor or any duly authorized agent of the Lien Grantor in
respect of the Account and any or all financial assets credited thereto.  After the 



 C-3
 








Securities Intermediary
receives a written notice from the Secured Party that is exercising exclusive
control over the Account (a “Notice of
Exclusive Control”), the Securities Intermediary will cease
complying with entitlement orders of the Lien Grantor or any of its agents.


(ii)   Voting
Rights.  Until the Securities
Intermediary receives a Notice of Exclusive Control, the Lien Grantor shall be
entitled to direct the Securities Intermediary with respect to the voting of
any financial assets credited to the Account.


(iii)  Permitted
Investments.  Until the
Securities Intermediary receives a Notice of Exclusive Control, the Lien
Grantor shall be entitled to direct the Securities Intermediary with respect to
the selection of investments to be made and credited to the Account; provided that the Securities Intermediary
shall not honor any instruction or entitlement order to purchase any investment
except investments of a type described in Exhibit B hereto.


(iv)  Statements
and Confirmations.  The
Securities Intermediary will promptly send copies of all statements,
confirmations and other correspondence concerning the Account and/or any
financial assets credited thereto simultaneously to each of the Lien Grantors
and the Secured Party at their respective addresses specified in Section 12
hereof.


(v)   Tax
Reporting.  All items of
income, gain, expense and loss recognized in the Account or in respect of any
financial assets credited thereto shall be reported to the Internal Revenue
Service and all state and local taxing authorities under the name and taxpayer
identification number of the Lien Grantor.


Section 10.  Representations, Warranties and Covenants of the Securities
Intermediary.  The Securities
Intermediary makes the following representations, warranties and covenants:


(i)    The Account has been established as set
forth in Section 1 above and will be maintained in the manner set forth herein
until this Agreement is terminated.  The
Securities Intermediary will not change the name or account number of the
Account without the prior written consent of the Secured Party.


(ii)   No financial asset credited to the Account is
or will be registered in the name of the Lien Grantor, payable to the order of
the Lien Grantor, or specially indorsed to the Lien Grantor, unless such
financial 



 C-4
 








asset has been further
indorsed by the Lien Grantor to the Securities Intermediary or in blank.


(iii)  This Agreement is a valid and binding
agreement of the Securities Intermediary enforceable in accordance with its
terms.


(iv)  The Securities Intermediary has not entered
into, and until the termination of this Agreement will not enter into, any
agreement with any person (other than the Secured Party) relating to the
Account and/or any financial asset credited thereto pursuant to which it has
agreed, or will agree, to comply with entitlement orders of such person.  The Securities Intermediary has not entered
into any other agreement with the Lien Grantor or the Secured Party purporting
to limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as agreed in Section 3 hereof.


Section 11.  Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.


Section 12.  Notices.  Each notice,
request or other communication given to any party hereunder shall be in writing
(which term includes facsimile or other electronic transmission) and shall be
effective (i) when delivered to such party at its address specified below, (ii)
when sent to such party by facsimile or other electronic transmission, addressed
to it at its facsimile number or electronic address specified below, and such
party sends back an electronic confirmation of receipt or (iii) ten days after
being sent to such party by certified or registered United States mail,
addressed to it at its address specified below, with first class or airmail
postage prepaid:


Lien
Grantor:


Secured
Party:


Securities
Intermediary:


Any party may change its
address, facsimile number and/or e-mail address for purposes of this Section by
giving notice of such change to the other parties in the manner specified
above.



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Section 13.  Termination.  The
rights and powers granted herein to the Secured Party (i) have been granted in
order to perfect the Transaction Lien, (ii) are powers coupled with an interest
and (iii) will not be affected by any bankruptcy of the Lien Grantor or any
lapse of time.  The obligations of the
Securities Intermediary hereunder shall continue in effect until the Secured
Party has notified the Securities Intermediary in writing that the Transaction
Lien has been terminated pursuant to the terms of the Security Agreement.


Section 14.  Counterparts.  This
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.


	
  

  	
  [NAME OF LIEN GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  
	
   

  	
   

  	
  BRANCH, 

  
	
   

  	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF SECURITIES INTERMEDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 C-6
 








Exhibit A


[Letterhead of
Secured Party]





[Date]


[Name and Address of
Securities Intermediary]


Attention:                                         


Re:  Notice of Exclusive
Control


Ladies and Gentlemen:


As
referenced in the Securities Account Control Agreement dated as of              ,
              
among [name of Lien Grantor], us and you (a copy of which is attached), we
notify you that we will hereafter exercise exclusive control over securities
account number                   (the
“Account”), all financial assets
from time to time credited thereto and all security entitlements in respect
thereof.  You are instructed not to
accept any directions, instructions or entitlement orders with respect to the
Account or the financial assets credited thereto from any person other than the
undersigned unless otherwise ordered by a court of competent jurisdiction.


You
are instructed to deliver a copy of this notice by facsimile transmission to
[name of Lien Grantor].


Very truly yours,


	
  

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



cc: [name of Lien Grantor]



 C-7
 








Exhibit B


Permitted Investments



 C-8














EXHIBIT D

to Security Agreement


DEPOSIT ACCOUNT CONTROL
AGREEMENT


DEPOSIT
ACCOUNT CONTROL AGREEMENT dated as of              ,
             
among                         
(the “Lien Grantor”), CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (the “Secured Party”), and                  
(the “Bank”).  All references herein to the “UCC” refer to the Uniform Commercial Code
as in effect from time to time in the State of New York. Terms defined in the
UCC have the same meanings when used herein.


W I T N E S S E T
H :


WHEREAS,
the Lien Grantor is the Bank’s customer (as defined in Section 4-104(1)(e) of
the UCC) with respect to the Account (as defined below);


WHEREAS,
pursuant to a Security Agreement dated as of [    ] (as such agreement may be amended and/or
supplemented from time to time, the “Security
Agreement”), the Lien Grantor has granted to the Secured Party a
continuing security interest (the “Transaction
Lien”) in all right, title and interest of the Lien Grantor in, to
and under the Account; and


WHEREAS,
the parties hereto are entering into this Agreement in order to perfect the
Transaction Lien on the Account and any and all funds or deposits from time to
time held therein or credited thereto, whether now owned or existing or
hereafter acquired or arising;


NOW,
THEREFORE, the parties hereto agree as follows:


Section 1.  Establishment
of Account.  The Bank confirms that:


(i)    the Bank has established account number
[identify account number] in the name of “[name of Lien Grantor]” (such account
and any successor account, the “Account”);


(ii)   the Account is a “deposit account” as defined
in Section 9-102(a)(29) of the UCC; and


(iii)  the Bank is a “bank” (as defined in section
9-102 of the UCC) and is acting in such capacity in respect of the Account.



 D-1
 








Section 2.  Instructions.  The
Lien Grantor, the Secured Party and the Bank agree that the Bank will comply
with (i) any instruction originated by the Secured Party directing disposition
of funds in the Account and (ii) any other instruction from the Secured Party
in respect of the Account, in each case without further consent by the Lien
Grantor or any other person.


Section 3.  Waiver of Lien; Waiver of Set-off. 
The Bank waives any security interest, lien or right to make
deductions or setoffs that it may now have or hereafter acquire in or with
respect to the Account or any or all funds or deposits from time to time held
therein or credited thereto.  No amounts
credited to the Account will be subject to deduction, set-off, banker’s
lien, or any other right in favor of any person other than the Secured Party
[(except that the Bank may set off (i) all amounts due to it in respect of its
customary fees and expenses for the routine maintenance and operation of the
Account and (ii) the face amount of any checks that have been credited to the
Account but are subsequently returned unpaid because of uncollected or
insufficient funds)].


Section 4.  Choice of Law.  This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York.  The State of New York
shall be deemed to be the bank’s jurisdiction (as defined in Section 9-304 of
the UCC) with respect to the Account.


Section 5.  Conflict with Other Agreements.  There
is no agreement (except this Agreement) between the Bank and the Lien Grantor
with respect to the Account [except for [identify any existing other
agreements] the “Existing  Other
Agreements”].  In the event of any conflict between this
Agreement (or any portion hereof) and any other agreement [(including any Existing
Other Agreement)] between the Bank and the Lien Grantor with respect to the
Account, whether now existing or hereafter entered into, the terms of this
Agreement shall prevail.  If any Existing
Other Agreement does not specify that it is governed by the laws of the State
of New York. such Existing Other Agreement is hereby amended to specify that it
is governed by the laws of the State of New York.


Section 6.  Amendments.  No
amendment or modification of this Agreement or waiver of any right hereunder shall
be binding on any party hereto unless it is in writing and is signed by all the
parties hereto.


Section 7.  Notice of Adverse Claims.  Except
for the claims and interests of the Secured Party and the Lien Grantor, the
Bank does not know of any claim to, or interest in, the Account or any or all
funds or deposits held therein or credited thereto.  If any person asserts any lien, encumbrance
or adverse claim (including any writ, garnishment, judgment, attachment, execution
or similar process) against the Account or any or all funds or deposits held
therein or



 D-2
 








credited thereto, the Bank will promptly notify the
Secured Party and the Lien Grantor thereof.


Section 8.  Maintenance of Account.  In
addition to, and not in lieu of, the obligation of the Bank to honor
instructions originated by the Secured Party as agreed in Section 3 hereof, the
Bank agrees to maintain the Account as follows:


(i)    Lien
Grantor Entitlement Orders; Notice of Exclusive Control.  So long as the Bank has not received a Notice
of Exclusive Control (as defined below), the Bank may comply with instructions
originated by the Lien Grantor or any duly authorized agent of the Lien Grantor
in respect of the Account and any or all funds or deposits held therein or
credited thereto.  After the Bank
receives a written notice from the Secured Party that it is exercising
exclusive control over the Account (a “Notice
of Exclusive Control”), the Bank will cease complying with
instructions originated by the Lien Grantor or any of its agents.


(ii)   Statements.  The Bank will promptly send copies of all
statements and other correspondence concerning the Account simultaneously to
each of the Lien Grantor and the Secured Party at their respective addresses
specified in Section 12 hereof.


(iii)  Tax
Reporting.  All items of income, gain, expense and loss
recognized in the Account or in respect of any funds or deposits held therein
or credited thereto shall be reported to the Internal Revenue Service and all
state and local taxing authorities under the name and taxpayer identification
number of the Lien Grantor.


Section 9.  Representations, Warranties and Covenants of the Bank.  The Bank makes the following
representations, warranties and covenants:


(i)    The Account has been established as set
forth in Section 1 above and will be maintained in the manner set forth herein
until this Agreement is terminated.  The
Bank will not change the name or account number of the Account without the
prior written consent of the Secured Party.


(ii)   Neither the Account nor any funds or deposits
at any time held therein or credited thereto is or will be evidenced by any
instrument (as defined in Section 9-102 of the UCC) or constitutes or will
constitute investment property (as defined in Section 9-102 of the UCC)


(iii)  This Agreement is a valid and binding
agreement of the Bank enforceable in accordance with its terms.



 D-3
 








(iv)  The Bank has not entered into, and until the
termination of this Agreement will not enter into, any agreement with any
person (other than the Secured Party) relating to the Account and/or any funds
or deposits held therein or credited thereto pursuant to which it has agreed,
or will agree, to comply with instructions of such person.  The Bank has not entered into any other agreement
with the Lien Grantor or the Secured Party purporting to limit or condition the
obligation of the Bank to comply with instructions originated by the Secured
Party as agreed in Section 3 hereof.


Section 10.  Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.


Section 11.  Notices.  Each notice,
request or other communication given to any party hereunder shall be in writing
(which term includes facsimile or other electronic transmission) and shall be
effective (i) when delivered to such party at its address specified below, (ii)
when sent to such party by facsimile or other electronic transmission,
addressed to it at its facsimile number or electronic address specified below,
and such party sends back an electronic confirmation of receipt or (iii) ten
days after being sent to such party by certified or registered United States
mail, addressed to it at its address specified below, with first class or
airmail postage prepaid:


Lien
Grantor:


Secured
Party:


Bank:


Any party may change its
address, facsimile number and/or e-mail address for purposes of this Section by
giving notice of such change to the other parties in the manner specified
above.


Section 12.  Termination.  The
rights and powers granted herein to the Secured Party (i) have been granted in
order to perfect the Transaction Lien, (ii) are powers coupled with an interest
and (iii) will not be affected by any bankruptcy of the Lien Grantor or any
lapse of time.  The obligations of the
Bank hereunder shall continue in effect until the Secured Party has notified
the Bank in writing that the Transaction Lien has been terminated pursuant to
the terms of the Security Agreement.



 D-4
 








Section 13.  Counterparts.  This
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.


	
  

  	
  [NAME OF LIEN GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  
	
   

  	
   

  	
  BRANCH, 

  
	
   

  	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 D-5
 








Exhibit A


[Letterhead of
Secured Party]





[Date]


[Name and Address of
Bank]


Attention:                                               


Re:  Notice of Exclusive
Control


Ladies and Gentlemen:


As
referenced in the Deposit Account Control Agreement dated as of                ,
           among [name of
Lien Grantor], us and you (a copy of which is attached), we notify
you that we will hereafter exercise exclusive control over deposit account
number                 (the
“Account”) and all funds and
deposits from time to time held therein or credited thereto.  You are instructed not to accept any
directions or instructions with respect to the Account or the funds or deposits
held therein or credited thereto from any person other than the undersigned
unless otherwise ordered by a court of competent jurisdiction.


You
are instructed to deliver a copy of this notice by facsimile transmission to
[name of Lien Grantor].


Very truly yours,


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


cc: [name of Lien
Grantor]



 D-6