Unassociated Document


    
      

    

    Exhibit
      10.2

     

    
      SECURITY
        AGREEMENT

       

      THIS
        SECURITY AGREEMENT (the “Agreement”) dated as
        of October 31, 2007, is entered into by and among the Borrowers (as defined
        below) and such other entities which from time to time become parties hereto
        (collectively, the “Debtors” and each individually a
“Debtor”) and Comerica Bank
        (“Comerica”), as Administrative Agent for and on behalf
        of the Lenders (as defined below) (in such capacity, the
“Agent”).  The addresses for the Debtors and
        the Agent, as of the date hereof, are set forth on the signature pages attached
        hereto.

       

      R
        E C I T A L S:

       

      A.           Sterling
        Construction Company, Inc., Texas Sterling Construction Co., and Oakhurst
        Management Corporation (collectively, the “Borrowers”
and each a “Borrower”) have entered into that
        certain
        Credit Agreement dated as of October 31, 2007 (as amended, supplemented,
        amended
        and restated or otherwise modified from time to time the “Credit
        Agreement”) with each of the financial institutions party thereto
        (collectively, including their respective successors and permitted assigns,
        the
“Lenders”) and the Agent pursuant to which the Lenders
        have agreed, subject to the satisfaction of certain terms and conditions,
        to
        extend or to continue to extend financial accommodations to the Borrowers,
        as
        provided therein.  Upon consummation of the Acquisition (as defined in
        the Credit Agreement), Road and Highway Builders, LLC and Road and Highway
        Builders Inc. (collectively, the “Target”) shall, by
        execution and delivery of that certain Joinder Agreement dated as of the
        date
        hereof, join into the Credit Agreement as a Borrower thereunder, and join
        into
        this Agreement as a Debtor hereunder

       

      B.           Pursuant
        to the Credit Agreement, the Lenders have required that each of the Debtors
        grant (or cause to be granted) certain Liens to the Agent, for the benefit
        of
        the Lenders, all to secure the obligations of the Borrowers or any Debtor
        under
        the Credit Agreement or any related Loan Document (including any
        Guaranty).

       

      C.           The
        Debtors have directly and indirectly benefited and will directly and indirectly
        benefit from the transactions evidenced by and contemplated in the Credit
        Agreement and the other Loan Documents.

       

      D.           The
        Agent is acting as Agent for the Lenders pursuant to the terms and conditions
        Section 12 of the Credit Agreement.

       

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

       

      ARTICLE
        1

      Definitions

       

      Section
        1.1     Definitions.     As
        used in this Agreement, capitalized terms not otherwise defined herein have
        the
        meanings provided for such terms in the Credit Agreement.  References
        to “Sections,” “subsections,” “Exhibits” and “Schedules” shall be to Sections,
        subsections, Exhibits and Schedules, respectively, of this Agreement unless
        otherwise specifically provided.  All references to statutes and
        regulations shall include any amendments of the same and any successor statutes
        and regulations.  References to particular sections of the UCC should
        be read to refer also to parallel sections of the Uniform Commercial Code
        as
        enacted in each state or other jurisdiction which may be applicable to the
        grant
        and perfection of the Liens held by the Agent for the benefit of the Lenders
        pursuant to this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        following terms have the meanings indicated below, all such definitions to
        be
        equally applicable to the singular and plural forms of the terms
        defined:

       

      “Chattel
        Paper” means any “chattel paper,” as such term is defined in
        Article or Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor,
        and shall include both electronic Chattel Paper and tangible Chattel
        Paper.

       

      “Collateral”
        has the meaning specified in Section 2.1 of this
        Agreement.

       

      “Computer
        Records” means any computer records now owned or hereafter acquired
        by any Debtor.

       

      “Copyright
        Collateral” shall mean all Copyrights and Copyright Licenses of the
        Debtors.

       

      “Copyright
        Licenses” shall mean all license agreements with any other Person
        in connection with any of the Copyrights or such other Person’s copyrights,
        whether a Debtor is a licensor or a licensee under any such license agreement,
        including, without limitation, the license agreements listed on
Schedule 1.1 hereto and made a part hereof, subject,
        in each case, to the terms of such license agreements and the right to prepare
        for sale, sell and advertise for sale, all inventory now or hereafter covered
        by
        such licenses.

       

      “Copyrights”
        shall mean all copyrights and mask works, whether or not registered, and
        all
        applications for registration of all copyrights and mask works, including,
        but
        not limited to all copyrights and mask works, and all applications for
        registration of all copyrights and mask works identified on Schedule
        1.1 attached hereto and made a part hereof, and including without
        limitation (a) the right to sue or otherwise recover for any and all past,
        present and future infringements and misappropriations thereof; (b) all income,
        royalties, damages and other payments now and hereafter due and/or payable
        with
        respect thereto (including, without limitation, payments under all Copyright
        Licenses entered into in connection therewith, and damages and payments for
        past
        or future infringements thereof); and (c) all rights corresponding thereto
        and
        all modifications, adaptations, translations, enhancements and derivative
        works,
        renewals thereof, and all other rights of any kind whatsoever of a Debtor
        accruing thereunder or pertaining thereto.

       

      “Deposit
        Account” shall mean a demand, time, savings, passbook, or similar
        account maintained with a bank.  The term does not include investment
        property, investment accounts or accounts evidenced by an
        instrument.

       

      “Document”
        means any “document,” as such term is defined in Article or Chapter 9 of the
        UCC, now owned or hereafter acquired by any Debtor, including, without
        limitation, all documents of title and all receipts covering, evidencing
        or
        representing goods now owned or hereafter acquired by a Debtor.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      “Equipment”
        means any “equipment,” as such term is defined in Article or Chapter 9 of the
        UCC, now owned or hereafter acquired by a Debtor and, in any event, shall
        include, without limitation, all machinery, manufacturing equipment, office
        furniture, trade fixtures, tractors, trailers, rolling stock, vessels, aircraft
        and Vehicles now owned or hereafter acquired by such Debtor and any and all
        additions, substitutions and replacements of any of the foregoing, wherever
        located, together with all attachments, components, parts, equipment and
        accessories installed thereon or affixed thereto.

       

      “General
        Intangibles” means any “general intangibles,” as such term is
        defined in Article or Chapter 9 of the UCC, now owned or hereafter acquired
        by a
        Debtor and, in any event, shall include, without limitation, each of the
        following, whether now owned or hereafter acquired by such Debtor: (a) all
        of
        such Debtor’s Intellectual Property Collateral; (b) all of such Debtor’s books,
        records, data, plans, manuals, computer software, computer tapes, computer
        disks, computer programs, source codes, object codes and all rights of such
        Debtor to retrieve data and other information from third parties; (c) all
        of
        such Debtor’s contract rights, commercial tort claims, partnership interests,
        membership interests, joint venture interests, securities, deposit accounts,
        investment accounts and certificates of deposit; (d) all rights of such Debtor
        to payment under chattel paper, documents, instruments and similar agreements;
        (e) letters of credit, letters of credit rights supporting obligations and
        rights to payment for money or funds advanced or sold of such Debtor; (f)
        all
        tax refunds and tax refund claims of such Debtor; (g) all choses in action
        and
        causes of action of such Debtor (whether arising in contract, tort or otherwise
        and whether or not currently in litigation) and all judgments in favor of
        such
        Debtor; (h) all rights and claims of such Debtor under warranties and
        indemnities, (i) all health care receivables; and (j) all rights of such
        Debtor
        under any insurance, surety or similar contract or arrangement.

       

      “Governmental
        Authority” shall mean any nation or government, any state, province
        or other political subdivision thereof, any central bank (or similar monetary
        or
        regulatory authority) thereof, any entity exercising executive, legislative,
        judicial, regulatory or administrative functions of or pertaining to government,
        and any corporation or other entity owned or controlled, through stock or
        capital ownership or otherwise, by any of the foregoing.

       

      “Instrument”
        shall mean any “instrument,” as such term is defined in Article or Chapter 9 of
        the UCC, now owned or hereafter acquired by any Debtor, and, in any event,
        shall
        include all promissory notes (including without limitation, any Intercompany
        Notes held by such Debtor), drafts, bills of exchange and trade acceptances,
        whether now owned or hereafter acquired.

       

       “Intellectual
        Property Collateral” shall mean Patents, Patent Licenses,
        Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, trade secrets,
        registrations, goodwill, franchises, permits, proprietary information, customer
        lists, designs, inventions and all other intellectual property and proprietary
        rights, including without limitation those described on Schedule 1.1
attached hereto and incorporated herein by reference.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Inventory”
        means any “inventory,” as such term is defined in Article or Chapter 9 of the
        UCC, now owned or hereafter acquired by a Debtor, and, in any event, shall
        include, without limitation, each of the following, whether now owned or
        hereafter acquired by such Debtor: (a) all goods and other Personal property
        of
        such Debtor that are held for sale or lease or to be furnished under any
        contract of service; (b) all raw materials, work-in-process, finished goods,
        supplies and materials of such Debtor; (c) all wrapping, packaging, advertising
        and shipping materials of such Debtor; (d) all goods that have been returned
        to,
        repossessed by or stopped in transit by such Debtor; (e) rental equipment
        inventory and (f) all Documents evidencing any of the foregoing.

       

      “Investment
        Property” means any “investment property” as such term is defined
        in Article or Chapter 9 of the UCC, now owned or hereafter acquired by a
        Debtor,
        and in any event, shall include without limitation all shares of stock and
        other
        equity, partnership or membership interests constituting securities, of the
        Domestic Subsidiaries of such Debtor from time to time owned or acquired
        by such
        Debtor in any manner (including, without limitation, the Pledged Shares),
        and
        the certificates and all dividends, cash, instruments, rights and other property
        from time to time received, receivable or otherwise distributed or distributable
        in respect of or in exchange for any or all of such shares, but excluding
        any
        shares of stock or other equity, partnership or membership interests in any
        Foreign Subsidiaries of such Debtor.

       

      “Patent
        Collateral” shall mean all Patents and Patent Licenses of the
        Debtors.

       

      “Patent
        Licenses” shall mean all license agreements with any other Person
        in connection with any of the Patents or such other Person’s patents, whether a
        Debtor is a licensor or a licensee under any such license agreement, including,
        without limitation, the license agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each
        case, to the terms
        of such license agreements and the right to prepare for sale, sell and advertise
        for sale, all inventory now or hereafter covered by such licenses.

       

      “Patents”
        shall mean all letters patent, patent applications and patentable inventions,
        including, without limitation, all patents and patent applications identified
        on
Schedule 1.1 attached hereto and made a part hereof,
        and including without limitation, (a) all inventions and improvements described
        and claimed therein, and patentable inventions, (b) the right to sue or
        otherwise recover for any and all past, present and future infringements
        and
        misappropriations thereof, (c) all income, royalties, damages and other payments
        now and hereafter due and/or payable with respect thereto (including, without
        limitation, payments under all Patent Licenses entered into in connection
        therewith, and damages and payments for past or future infringements thereof),
        and (d) all rights corresponding thereto and all reissues, divisions,
        continuations, continuations-in-part, substitutes, renewals, and extensions
        thereof, all improvements thereon, and all other rights of any kind whatsoever
        of a Debtor accruing thereunder or pertaining thereto.

       

      “Permitted
        Liens” means any Liens permitted under the terms of the
        Credit Agreement.

       

      “Pledged
        Shares” means the shares of capital stock or other equity,
        partnership or membership interests described on Schedule 1.2
attached hereto and incorporated herein by reference,
        and all
        other shares of capital stock or other equity, partnership or membership
        interests (other than in an entity which is a Foreign Subsidiary) acquired
        by
        any Debtor after the date hereof.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Proceeds”
        means any “proceeds,” as such term is defined in Article or Chapter 9 of the UCC
        and, in any event, shall include, but not be limited to, (a) any and all
        proceeds of any insurance, indemnity, warranty or guaranty payable to a Debtor
        from time to time with respect to any of the Collateral, (b) any and all
        payments (in any form whatsoever) made or due and payable to a Debtor from
        time
        to time in connection with any requisition, confiscation, condemnation, seizure
        or forfeiture of all or any part of the Collateral by any Governmental Authority
        (or any Person acting, or purporting to act, for or on behalf of any
        Governmental Authority), and (c) any and all other amounts from time to time
        paid or payable under or in connection with any of the Collateral.

       

      “Records”
        are defined in Section 3.2 of this
        Agreement.

       

      “Software”
        means all (i) computer programs and supporting information provided in
        connection with a transaction relating to the program, and (ii) computer
        programs embedded in goods and any supporting information provided in connection
        with a transaction relating to the program whether or not the program is
        associated with the goods in such a manner that it customarily is considered
        part of the goods, and whether or not, by becoming the owner of the goods,
        a
        Person acquires a right to use the program in connection with the goods,
        and
        whether or not the program is embedded in goods that consist solely of the
        medium in which the program is embedded.

       

      “Trademark
        Collateral” shall mean all Trademarks and Trademark Licenses of the
        Debtors.

       

      “Trademark
        Licenses” shall mean all license agreements with any other Person
        in connection with any of the Trademarks or such other Person’s names or
        trademarks, whether a Debtor is a licensor or a licensee under any such license
        agreement, including, without limitation, the license agreements listed on
        Schedule 1.1 hereto and made a part hereof, subject,
        in each case, to the terms of such license agreements, and the right to prepare
        for sale, and to sell and advertise for sale, all inventory now or hereafter
        covered by such licenses.

       

      “Trademarks”
        shall mean all trademarks, service marks, trade names, trade dress or other
        indicia of trade origin, trademark and service mark registrations, and
        applications for trademark or service mark registrations (except for “intent to
        use” applications for trademark or service mark registrations filed pursuant to
        Section 1(b) of the Lanham Act, unless and until an Amendment to Allege Use
        or a
        Statement of Use under Sections 1(c) and 1(d) of said Act has been filed),
        and
        any renewals thereof, including, without limitation, each registration and
        application identified on Schedule 1.1 attached hereto
        and made a part hereof, and including without limitation (a) the right to
        sue or
        otherwise recover for any and all past, present and future infringements
        and
        misappropriations thereof, (b) all income, royalties, damages and other payments
        now and hereafter due and/or payable with respect thereto (including, without
        limitation, payments under all Trademark Licenses entered into in connection
        therewith, and damages and payments for past or future infringements thereof)
        and (c) all rights corresponding thereto and all other rights of any kind
        whatsoever of a Debtor accruing thereunder or pertaining thereto, together
        in
        each case with the goodwill of the business connected with the use of, and
        symbolized by, each such trademark, service mark, trade name, trade dress
        or
        other indicia of trade origin.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “UCC”
        means the Uniform Commercial Code as in effect in the State of Michigan;
        provided, that if, by applicable law, the perfection or effect of
        perfection or non-perfection of the security interest created hereunder in
        any
        Collateral is governed by the Uniform Commercial Code as in effect on or
        after
        the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial
        Code as in effect in such other jurisdiction for purposes of the provisions
        hereof relating to such perfection or the effect of perfection or
        non-perfection.

       

      “Vehicles”
        means all cars, trucks, trailers, construction and earth moving equipment
        and
        other vehicles covered by a certificate of title law of any state and all
        tires
        and other appurtenances to any of the foregoing.

       

      ARTICLE
        2

      Security
        Interest

       

      Section
        2.1     Grant of Security Interest. 
As
        collateral security for the prompt payment and performance in full when due
        of
        the Indebtedness (whether at stated maturity, by acceleration or otherwise),
        each Debtor hereby pledges, collaterally assigns, transfers and conveys to
        the
        Agent as collateral, and grants the Agent a continuing Lien on and security
        interest in, all of such Debtor’s right, title and interest in and to the
        following, whether now owned or hereafter arising or acquired and wherever
        located (collectively, the “Collateral”):

       

      
        	
                 

              	
                (a)

              	
                all
                  Chattel Paper;

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  General Intangibles;

              


      

       

      
        	
                 

              	
                (c)

              	
                all
                  Equipment;

              


      

       

      
        	
                 

              	
                (d)

              	
                all
                  Inventory;

              


      

       

      
        	
                 

              	
                (e)

              	
                all
                  Documents;

              


      

       

      
        	
                 

              	
                (f)

              	
                all
                  Instruments;

              


      

       

      
        	
                 

              	
                (g)

              	
                all
                  Deposit Accounts and any other cash collateral, deposit or investment
                  accounts including all cash collateral, deposit or investment accounts
                  established or maintained pursuant to the terms of this Agreement
                  or the
                  other Loan Documents and all interest, cash and proceeds
                  thereof;

              


      

       

      
        	
                 

              	
                (h)

              	
                all
                  Computer Records and Software, whether relating to the foregoing
                  Collateral or otherwise, but in the case of such Software, subject
                  to the
                  rights of any non-affiliated licensee of
                  software;

              


      

       

      
        	
                 

              	
                (i)

              	
                all
                  Investment Property; and

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (j)

              	
                the
                  Proceeds, in cash or otherwise (including insurance proceeds),
                  of any of
                  the property described in the foregoing clauses (a) through (i),
                  and all
                  Liens, security, rights, remedies and claims of such Debtor with
                  respect
                  thereto (provided that the grant of a security interest in Proceeds
                  set
                  forth is in this subsection (j) shall not be deemed to give the
                  applicable
                  Debtor any right to dispose of any of the Collateral, except as
                  may
                  otherwise be permitted pursuant to the terms of the Credit
                  Agreement).

              


      

       

      Section
        2.2      Debtors Remain
        Liable. 
        Notwithstanding anything to the contrary contained herein, (a) the Debtors
        shall
        remain liable under the contracts, agreements, documents and instruments
        included in the Collateral to the extent set forth therein to perform all
        of its
        duties and obligations thereunder to the same extent as if this Agreement
        had
        not been executed, (b) the exercise by the Agent or any Lender of any of
        their
        respective rights or remedies hereunder shall not release the Debtors from
        any
        of their duties or obligations under the contracts, agreements, documents
        and
        instruments included in the Collateral, and (c) neither the Agent nor any
        of the
        Lenders shall have any indebtedness, liability or obligation (by assumption
        or
        otherwise) under any of the contracts, agreements, documents and instruments
        included in the Collateral by reason of this Agreement, and none of them
        shall
        be obligated to perform any of the obligations or duties of the Debtors
        thereunder or to take any action to collect or enforce any claim for payment
        assigned hereunder.

       

      ARTICLE
        3

      Representations
        and Warranties

       

      To
        induce
        the Agent to enter into this Agreement and the Agent and the Lenders to enter
        into the Credit Agreement, each Debtor represents and warrants to the Agent
        and
        to each Lender as of the Effective Date and while the Credit Agreement remains
        in effect:

       

      Section
        3.1      Title.  Such
        Debtor is, and with respect to the Collateral acquired after the date hereof
        such Debtor will be, the legal and beneficial owner of or otherwise has the
        rights it purports to have in the Collateral free and clear of any Lien or
        other
        encumbrance, except for the Permitted Liens, provided that, other than the
        Lien
        established under this Agreement, no Lien on any Pledged Shares shall constitute
        a Permitted Lien.

       

      Section
        3.2      Change in Form or Jurisdiction;
        Successor by Merger; Location of Books and Records.  As
        of the date hereof, each Debtor (a) is duly organized and validly existing
        as a
        corporation or limited liability company (or other business organization)
        under
        the laws of its jurisdiction of organization; (b) is formed in the jurisdiction
        of organization and has the registration number and tax identification number
        set forth on Schedule 3.2 attached hereto; (c) has not
        changed its respective corporate form or its jurisdiction of organization
        at any
        time during the five years immediately prior to the date hereof, except as
        set
        forth on such Schedule 3.2; (d) except as set forth on
        such Schedule 3.2 attached hereto, no Debtor has, at
        any time during the five years immediately prior to the date hereof, become
        the
        successor by merger, consolidation, acquisition, change in form, nature or
        jurisdiction of organization or otherwise of any other Person, and (e) keeps
        true and accurate books and records regarding the Collateral (the
“Records”) in the office indicated on such
Schedule 3.2.

       

      
        
          
          

        

        
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      Section
        3.3      Representations and Warranties
        Regarding Certain Types of Collateral.

       

      
        	
                 

              	
                (a)

              	
                Intentionally
                  Omitted.

              


      

       

      
        	
                 

              	
                (b)

              	
                Account
                  Information.  As of the date hereof, all Deposit
                  Accounts, cash collateral accounts or investment accounts of each
                  Debtor
                  (except for those Deposit Accounts located with the Agent) are
                  located at
                  the banks specified on Schedule 3.3(b) attached
                  hereto which Schedule sets forth the true and correct name of each
                  bank
                  where such accounts are located, such bank’s address, the type of account
                  and the account number.

              


      

       

      
        	
                 

              	
                (c)

              	
                Documents.  As
                  of the date hereof, except as set forth on Schedule
                  3.3(c), none of the material Inventory or Equipment of
                  such
                  Debtor (other than trailers, rolling stock, vessels, aircraft and
                  Vehicles) is evidenced by a Document (including, without limitation,
                  a
                  negotiable document of title).

              


      

       

      
        	
                 

              	
                (d)

              	
                Intellectual
                  Property.  Set forth on Schedule
                  1.1 (as the same may be amended from time to time) is
                  a true
                  and correct list of the registered Patents, Patent Licenses, registered
                  Trademarks, Trademark Licenses, registered Copyrights and Copyright
                  Licenses owned by the Debtors (including, in the case of the Patents,
                  Trademarks and Copyrights, the applicable name, date of registration
                  (or
                  of application if registration not completed) and application or
                  registration number), excluding any Patent Licenses, Trademark
                  Licenses or
                  Copyright Licenses relating to shrink-wrapped software and similar
                  items.

              


      

       

      Section
        3.4      Pledged
        Shares.

       

      
        	
                 

              	
                (a)

              	
                Duly
                  Authorized and Validly Issued.  The Pledged Shares
                  that are shares of a corporation have been duly authorized and
                  validly
                  issued and are fully paid and nonassessable, and the Pledged Shares
                  that
                  are membership interests or partnership units (if any) have been
                  validly
                  granted, under the laws of the jurisdiction of organization of
                  the issuers
                  thereof, and, to the extent applicable, are fully paid and
                  nonassessable.

              


      

       

      
        	
                 

              	
                (b)

              	
                Valid
                  Title; No Liens; No Restrictions.  Each Debtor is
                  the legal and beneficial owner of the Pledged Shares, free and
                  clear of
                  any Lien (other than the Liens created by this Agreement), and
                  such Debtor
                  has not sold, granted any option with respect to, assigned, transferred
                  or
                  otherwise disposed of any of its rights or interest in or to the
                  Pledged
                  Shares.  None of the Pledged Shares are subject to any
                  contractual or other restrictions upon the pledge or other transfer
                  of
                  such Pledged Shares, other than those imposed by securities laws
                  generally.  No issuer of Pledged Shares is party to any
                  agreement granting “control” (as defined in Section 8-106 of the UCC) of
                  such Debtor’s Pledged Shares to any third party.  All such
                  Pledged Shares are held by each Debtor directly and not through
                  any
                  securities intermediary.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (c)

              	
                Description
                  of Pledged Shares; Ownership.  The Pledged Shares
                  constitute the percentage of the issued and outstanding shares
                  of stock,
                  partnership units or membership interests of the issuers thereof
                  indicated
                  on Schedule 1.2 (as the same may be amended from
                  time to time) and such Schedule contains a description of all shares
                  of
                  capital stock, membership interests and other equity interests
                  of or in
                  any Subsidiaries owned by such
                  Debtor.

              


      

       

      Section
        3.5      Intellectual
        Property.

       

      
        	
                 

              	
                (a)

              	
                Filings
                  and Recordation.  Except to the extent not
                  reasonably expected to have a Material Adverse Effect, each Debtor
                  has
                  made all reasonably necessary filings and recordations to protect
                  and
                  maintain its interest in the Trademarks, Patents and Copyrights
                  set forth
                  on Schedule 1.1 (as the same may be amended from
                  time to time), including, without limitation, all necessary filings
                  and
                  recordings, and payments of all maintenance fees, in the United
                  States
                  Patent and Trademark Office and United States Copyright Office
                  to the
                  extent such Trademarks, Patents and Copyrights are material to
                  such
                  Debtor’s business.

              


      

       

      
        	
                 

              	
                (b)

              	
                Intellectual
                  Property Collateral Valid.  Except to the extent
                  not reasonably expected to have a Material Adverse Effect, (i)
                  each
                  Trademark of the Debtors set forth on Schedule 1.1
                  (as the same may be amended from time to time) is
                  subsisting
                  and has not been adjudged invalid, unregisterable or unenforceable,
                  in
                  whole or in part, and, to the Debtors’ knowledge, is valid, registrable
                  and enforceable, (ii) each Patent of the Debtors set forth on
                  Schedule 1.1 (as the same may be amended from
                  time to time) is subsisting and has not been adjudged invalid,
                  unpatentable or unenforceable, in whole or in part, and, to the
                  Debtors’
                  knowledge, is valid, patentable and enforceable except as otherwise
                  set
                  forth on Schedule 1.1 (as the same may be
                  amended from time to time) and (iii) each Copyright of the Debtors
                  set
                  forth on Schedule 1.1 (as the same may be
                  amended from time to time) is subsisting and has not been adjudged
                  invalid, uncopyrightable or unenforceable, in whole or in part,
                  and, to
                  the Debtors’ knowledge, is valid, copyrightable and
                  enforceable.

              


      

       

      
        	
                 

              	
                (c)

              	
                Other
                  Rights.  Except for the Trademark Licenses, Patent
                  Licenses and Copyright Licenses listed on Schedule
                  1.1 hereto under which a Debtor is a licensee, no Debtor
                  has
                  knowledge of the existence of any right or any claim (other than
                  as
                  provided by this Agreement) that is likely to be made under or
                  against any
                  item of Intellectual Property Collateral contained on Schedule
                  1.1 to the extent such claim could reasonably be expected
                  to
                  have a Material Adverse Effect.

              


      

       

      
        	
                 

              	
                (d)

              	
                No
                  Claims.  Except as set forth on
                  Schedule 1.1 or as otherwise disclosed to the
                  Agent in writing, no material claim has been made and is continuing
                  or, to
                  any Debtor’s knowledge, threatened that the use by any Debtor of any
                  material item of Intellectual Property Collateral is invalid or
                  unenforceable or that the use by any Debtor of any Intellectual
                  Property
                  Collateral does or may violate the rights of any Person. To the
                  Debtors’
                  knowledge, there is no infringement or unauthorized use of any
                  item of
                  Intellectual Property Collateral contained on Schedule
                  1.1 or as otherwise disclosed to the Agent in
                  writing.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (e)

              	
                No
                  Consent.  Except as disclosed in writing to the
                  Agent, no consent of any party (other than such Debtor) to any
                  Patent
                  License, Copyright License or Trademark License constituting Intellectual
                  Property Collateral is required, or purports to be required, to
                  be
                  obtained by or on behalf of such Debtor in connection with the
                  execution,
                  delivery and performance of this Agreement that has not been obtained.
                  Each Patent License, Copyright License and Trademark License constituting
                  Intellectual Property Collateral is in full force and effect and
                  constitutes a valid and legally enforceable obligation of the applicable
                  Debtor and (to the knowledge of the Debtors) each other party thereto
                  except as enforceability may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting the enforcement
                  of
                  creditor’s rights generally and by general equitable principles (whether
                  enforcement is sought by proceedings in equity or at
                  law).

              


      

       

      Section
        3.6      Priority.  No
        financing statement, security agreement or other Lien instrument covering
        all or
        any part of the Collateral is on file in any public office with respect to
        any
        outstanding obligation of such Debtor except (i) as may have been filed in
        favor
        of the Agent pursuant to this Agreement and the other Loan Documents and
        (ii)
        financing statements filed to perfect Permitted Liens (which shall not, in
        any
        event, grant a Lien over the Pledged Shares).

       

      Section
        3.7      Perfection.  Upon
        (a) the filing of Uniform Commercial Code financing statements in the
        jurisdictions listed on Schedule 3.7 attached hereto,
        and (b) if any Intellectual Property Collateral is owned by any Debtor, the
        recording of this Agreement in the United States Patent and Trademark Office
        and
        the United States Copyright Office, the security interest in favor of the
        Agent
        created herein will constitute a valid and perfected Lien upon and security
        interest in the Collateral which may be created and perfected either under
        the
        UCC by filing financing statements or by a filing with the United States
        Patent
        and Trademark Office and the United States Copyright Office.

       

      


      ARTICLE
        4

      Covenants

       

      Each
        Debtor covenants and agrees with the Agent, until termination of this Agreement
        in accordance with the provisions of Section
        7.12 hereof, as follows:

       

      Section
        4.1      Covenants Regarding Certain Kinds of
        Collateral.

       

      (a)    Promissory
        Notes and Tangible Chattel Paper.  If
        Debtors, now or at any time hereafter, collectively hold or acquire any
        promissory notes or tangible Chattel Paper for which the principal amount
        thereof or the obligations evidenced thereunder are, in the aggregate, in
        excess
        of $500,000, the applicable Debtors shall promptly notify the Agent in writing
        thereof and forthwith endorse, collaterally assign and deliver the same to
        the
        Agent, accompanied by such instruments of transfer or assignment duly executed
        in blank as the Agent may from time to time reasonably specify, and cause
        all
        such Chattel Paper to bear a legend reasonably acceptable to the Agent
        indicating that the Agent has a security interest in such Chattel
        Paper.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (b)    Electronic
        Chattel Paper and Transferable Records.  If Debtors, now
        or at any time hereafter, collectively hold or acquire an interest in any
        electronic Chattel Paper or any “transferable record,” as that term is defined
        in the federal Electronic Signatures in Global and National Commerce Act,
        or in
        the Uniform Electronic Transactions Act as in effect in any relevant
        jurisdiction, worth, in the aggregate, in excess of $500,000, the applicable
        Debtors shall promptly notify the Agent thereof and, at the reasonable request
        and option of the Agent, shall take such action as the Agent may reasonably
        request to vest in the Agent control, under Section 9-105 of the UCC, of
        such
        electronic chattel paper or control under the federal Electronic Signatures
        in
        Global and National Commerce Act, or the Uniform Electronic Transactions
        Act, as
        so in effect in such jurisdiction, of such transferable record.

       

      (c)    Letter-of-Credit
        Rights.  If Debtors, now or at any time hereafter,
        collectively are or become beneficiaries under letters of credit, with an
        aggregate face amount in excess of $500,000, the applicable Debtors shall
        promptly notify the Agent thereof and, at the request of the Agent, the
        applicable Debtors shall, pursuant to an agreement in form and substance
        reasonably satisfactory to the Agent either arrange (i) for the issuer and
        any
        confirmer of such letters of credit to consent to an assignment to the Agent
        of
        the proceeds of the letters of credit or (ii) for the Agent to become the
        transferee beneficiary of the letters of credit, together with, in each case,
        any such other actions as reasonably requested by the Agent to perfect its
        first
        priority Lien in such letter of credit rights.  The applicable Debtor
        shall retain the proceeds of the applicable letters of credit until an Event
        of
        Default has occurred and is continuing whereupon the proceeds are to be
        delivered to the Agent and applied as set forth in the Credit
        Agreement.

       

      (d)    Commercial
        Tort Claims.  If Debtors, now or at any time hereafter,
        collectively hold or acquire any commercial tort claims, which, the reasonably
        estimated value of which are in aggregate excess of $500,000, the applicable
        Debtors shall immediately notify the Agent in a writing signed by such Debtors
        of the particulars thereof and grant to the Agent in such writing a security
        interest therein and in the proceeds thereof, all upon the terms of this
        Agreement, with such writing to be in form and substance reasonably satisfactory
        to the Agent.

       

      (e)    Pledged
        Shares.  All certificates or instruments
        representing or evidencing the Pledged Shares or any Debtor’s rights therein
        shall be delivered to the Agent promptly upon Debtor gaining any rights therein,
        in suitable form for transfer by delivery or accompanied by duly executed
        stock
        powers or instruments of transfer or assignments in blank, all in form and
        substance reasonably acceptable to the Agent.

       

      
        	
                 

              	
                (f)

              	
                Intentionally
                  Omitted.

              


      

       

      
        	
                 

              	
                (g)

              	
                Intellectual
                  Property.

              


      

       

      
        	
                 

              	
                (i)

              	
                Trademarks.  Each
                  Debtor agrees to take all reasonably necessary steps, including,
                  without
                  limitation, in the United States Patent and Trademark Office or
                  in any
                  court, to (x) defend, enforce, preserve the validity and ownership
                  of, and
                  maintain each Trademark registration and each Trademark License
                  identified
                  on Schedule 1.1 hereto, and (y) pursue each
                  trademark application now or hereafter identified on Schedule
                  1.1 hereto, including, without limitation, the filing
                  of
                  responses to office actions issued by the United States Patent
                  and
                  Trademark Office, the filing of applications for renewal, the filing
                  of
                  affidavits under Sections 8 and 15 of the United States Trademark
                  Act, and
                  the participation in opposition, cancellation, infringement and
                  misappropriation proceedings, except, in each case in which the
                  Debtors
                  have determined, using their commercially reasonable judgment,
                  that any of
                  the foregoing is not of material economic value to them. Each Debtor
                  agrees to take corresponding steps with respect to each new or
                  acquired
                  Trademark registration, Trademark application or any rights obtained
                  under
                  any Trademark License, in each case, which it is now or later becomes
                  entitled, except in each case in which such Debtor has determined,
                  using
                  its commercially reasonable judgment, that any of the foregoing
                  is not of
                  material economic value to it. Any expenses incurred in connection
                  with
                  such activities shall be borne by the
                  Debtors.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                (ii)

              	
                Patents.  Each
                  Debtor to take all reasonably necessary steps, including, without
                  limitation, in the United States Patent and Trademark Office or
                  in any
                  court, to (x) defend, enforce, preserve the validity and ownership
                  of, and
                  maintain each Patent and each Patent License identified on
                  Schedule 1.1 hereto, and (y) pursue each patent
                  application, now or hereafter identified on Schedule 1.1
                  hereto, including, without limitation, the filing
                  of
                  divisional, continuation, continuation-in-part and substitute
                  applications, the filing of applications for reissue, renewal or
                  extensions, the payment of maintenance fees, and the participation
                  in
                  interference, reexamination, opposition, infringement and misappropriation
                  proceedings, except in each case in which the Debtors have determined,
                  using their commercially reasonable judgment, that any of the foregoing is
                  not of material economic value to them. Each Debtor agrees to take
                  corresponding steps with respect to each new or acquired Patent,
                  patent
                  application, or any rights obtained under any Patent License, in
                  each
                  case, which it is now or later becomes entitled, except in each
                  case in
                  which the Debtors have determined, using their commercially reasonable
                  judgment, that any of the foregoing is not of material economic
                  value to
                  them. Any expenses incurred in connection with such activities
                  shall be
                  borne by the Debtors.

              


      

       

      
        	
                 

              	
                (iii)

              	
                Copyrights.  Each
                  Debtor agrees to take all reasonably necessary steps, including,
                  without
                  limitation, in the United States Copyright Office or in any court,
                  to (x)
                  defend, enforce, and preserve the validity and ownership of each
                  Copyright
                  and each Copyright License identified on Schedule
                  1.1 hereto, and (y) pursue each Copyright and mask work
                  application, now or hereafter identified on Schedule
                  1.1 hereto, including, without limitation, the payment
                  of
                  applicable fees, and the participation in infringement and
                  misappropriation proceedings, except in each case in which the
                  Debtors
                  have determined, using their commercially reasonable judgment,
                  that any of
                  the foregoing is not of material economic value to them. Each Debtor
                  agrees to take corresponding steps with respect to each new or
                  acquired
                  Copyright, Copyright and mask work application, or any rights obtained
                  under any Copyright License, in each case, which it is now or later
                  becomes entitled, except in each case in which the Debtors have
                  determined, using their commercially reasonable judgment, that
                  any of the
                  foregoing is not of material economic value to them. Any expenses
                  incurred
                  in connection with such activities shall be borne by the
                  Debtors.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      
        
          	
                   

                	
                  
                    (iv)

                  

                	
                  
                    No
                      Abandonment.  The Debtors shall
                      not abandon any Intellectual Property Collateral, without the
                      written
                      consent of the Agent, unless the Debtors shall have previously
                      determined,
                      using their commercially reasonable judgment, that such use
                      or the pursuit
                      or maintenance of such Trademark registration, Patent, Copyright
                      registration or pending Trademark, Copyright, mask work or
                      Patent
                      application is not of material economic value to
                      it.

                  

                


        

      

       

      
        	
                 

              	
                (v)

              	
                No
                  Infringement.  In the event that a
                  Debtor becomes aware that any item of the Intellectual Property
                  Collateral
                  which such Debtor has determined, using its commercially reasonable
                  judgment, to be material to its business is infringed or misappropriated
                  by a third party, such Debtor shall promptly notify the Agent promptly
                  and
                  in writing, in reasonable detail, and shall take such actions as
                  such
                  Debtor or the Agent deems reasonably appropriate under the circumstances
                  to protect such Intellectual Property Collateral, including, without
                  limitation, suing for infringement or misappropriation and for
                  an
                  injunction against such infringement or misappropriation. Any expense
                  incurred in connection with such activities shall be borne by the
                  Debtors.
                  Each Debtor will advise the Agent promptly and in writing, in reasonable
                  detail, of any adverse determination or the institution of any
                  proceeding
                  (including, without limitation, the institution of any proceeding
                  in the
                  United States Patent and Trademark Office, the United States Copyright
                  Office or any court) regarding any material item of the Intellectual
                  Property Collateral.

              


      

       

      
        	
                 

              	
                (h)

              	
                Vehicles.
                    Concurrently with the delivery of each Covenant
                  Compliance Report as required under the Credit Agreement, deliver
                  to the
                  Agent the Vehicle titles for all Vehicles acquired during the previous
                  quarter; and execute and deliver, or take such other actions as
                  may be
                  reasonably required by Agent for the Agent to record its Lien on
                  such
                  Vehicle titles.

              


      

       

      
        	
                 

              	
                (i)

              	
                Aircraft
                  and Vessels.  Notwithstanding any
                  other provision of this Agreement, no Debtor shall be required
                  to make any
                  filings as may be reasonably necessary to perfect the Agent’s Lien on its
                  aircraft and vessels, unless (i) a Default or an Event of Default
                  has
                  occurred and is continuing, whereupon the Agent may require such
                  filings
                  be made or (ii) such Debtor, either singly, or together with the
                  other
                  Debtors, owns aircraft and vessels which have a fair market value
                  of at
                  least $_______, in aggregate amount, whereupon the applicable Debtors
                  shall provide prompt notice to the Agent, and the Agent, at its
                  option and
                  request, may require the applicable Debtors to execute such agreements
                  and
                  make such filings as may be reasonably necessary to perfect the
                  Agent’s
                  Lien for the benefit of the Lenders and ensure the priority thereof
                  on the
                  applicable aircraft and vessels.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Section
        4.2      Encumbrances.  Each
        Debtor shall not create, permit or suffer to exist, and shall defend the
        Collateral against any Lien (other than the Permitted Liens, provided that
        no
        Lien, other than the Lien created hereunder, shall exist over the Pledged
        Shares) or any restriction upon the pledge or other transfer thereof (other
        than
        as specifically permitted in the Credit Agreement), and shall defend such
        Debtor’s title to and other rights in the Collateral and the Agent’s pledge and
        collateral assignment of and security interest in the Collateral against
        the
        claims and demands of all Persons.  Except to the extent permitted by
        the Credit Agreement or in connection with any release of the Collateral
        or any
        portion thereof under Section
        7.13 hereof (but only to the extent of any
        Collateral so released), such Debtor shall do nothing to impair the rights
        of
        the Agent in the Collateral.

       

      Section
        4.3      Disposition of
        Collateral. 
        Except as otherwise permitted under the Credit Agreement, no Debtor shall
        enter
        into or consummate any transfer or other disposition of Collateral.

       

      Section
        4.4      Intentionally
        Omitted.

       

      Section
        4.5      Corporate Changes; Books and Records;
        Inspection Rights.  (a)
        Each Debtor shall not change its respective name, identity, corporate structure
        or jurisdiction of organization, or identification number in any manner that
        might make any financing statement filed in connection with this Agreement
        seriously misleading within the meaning of Section 9-506 of the UCC unless
        such
        Debtor shall have given the Agent fifteen (15) days prior written notice
        with
        respect to any change in such Debtor’s corporate structure, jurisdiction of
        organization, name or identity and shall have taken all action deemed reasonably
        necessary by the Agent under the circumstances to protect its Liens and the
        perfection and priority thereof, (b) each Debtor shall keep the Records at
        the
        location specified on Schedule 3.2 as the location of
        such books and records or as otherwise specified in writing to the Agent
        and (c)
        the Debtors shall permit the Agent, the Lenders, and their respective agents
        and
        representatives to conduct inspections, discussion and audits of the Collateral
        in accordance with the terms of the Credit Agreement.

       

      Section
        4.6     Notification of Lien; Continuing
        Disclosure.  Each
        Debtor shall promptly notify the Agent in writing of any Lien (other than
        a
        Permitted Lien, to the extent not otherwise subject to any notice requirements
        under the Credit Agreement) that has attached to or been made or asserted
        against any of the Collateral upon becoming aware of the existence of such
        Lien.

       

      Section
        4.7      Covenants Regarding Pledged
        Shares

       

      
        	
                 

              	
                (a)

              	
                Voting
                  Rights and
                  Distributions.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                So
                  long as no Event of Default shall have occurred and be continuing
                  (both
                  before and after giving effect to any of the actions or other matters
                  described in clauses (A) or (B) of this
                  subparagraph):

              


      

       

      
        	
                 

              	
                (A)

              	
                Each
                  Debtor shall be entitled to exercise any and all voting and other
                  consensual rights (including, without limitation, the right to
                  give
                  consents, waivers and ratifications) pertaining to any of the Pledged
                  Shares or any part thereof; provided, however, that no vote
                  shall be cast or consent, waiver or ratification given or action
                  taken
                  without the prior written consent of the Agent which would violate
                  any
                  provision of this Agreement or the Credit Agreement;
                  and

              


      

       

      
        	
                 

              	
                (B)

              	
                Except
                  as otherwise provided by the Credit Agreement, such Debtor shall
                  be
                  entitled to receive and retain any and all dividends, distributions
                  and
                  interest paid in respect to any of the Pledged
                  Shares.

              


      

       

      
        	
                 

              	
                (C)

              	
                No
                  provision of this Agreement shall prohibit distributions to pay
                  accrued
                  taxes of limited liability company members attributable to any
                  Equity
                  Interests held by such Persons provided that such distributions
                  are
                  permitted under the Credit
                  Agreement.

              


      

       

      
        	
                 

              	
                (ii)

              	
                Upon
                  the occurrence and during the continuance of an Event of
                  Default:

              


      

       

      
        	
                 

              	
                (A)

              	
                The
                  Agent may, without notice to such Debtor, transfer or register
                  in the name
                  of the Agent or any of its nominees, for the equal and ratable
                  benefit of
                  the Lenders, any or all of the Pledged Shares and the Proceeds
                  thereof (in
                  cash or otherwise) held by the Agent hereunder, and the Agent or
                  its
                  nominee may thereafter, after delivery of notice to such Debtor,
                  exercise
                  all voting and corporate rights at any meeting of any corporation
                  issuing
                  any of the Pledged Shares and any and all rights of conversion,
                  exchange,
                  subscription or any other rights, privileges or options pertaining
                  to any
                  of the Pledged Shares as if the Agent were the absolute owner thereof,
                  including, without limitation, the right to exchange, at its discretion,
                  any and all of the Pledged Shares upon the merger, consolidation,
                  reorganization, recapitalization or other readjustment of any corporation
                  issuing any of such Pledged Shares or upon the exercise by any
                  such issuer
                  or the Agent of any right, privilege or option pertaining to any
                  of the
                  Pledged Shares, and in connection therewith, to deposit and deliver
                  any
                  and all of the Pledged Shares with any committee, depositary, transfer
                  agent, registrar or other designated agency upon such terms and
                  conditions
                  as the Agent may determine, all without liability except to account
                  for
                  property actually received by it, but the Agent shall have no duty
                  to
                  exercise any of the aforesaid rights, privileges or options, and
                  the Agent
                  shall not be responsible for any failure to do so or delay in so
                  doing.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                (B)

              	
                All
                  rights of such Debtor to (i) exercise the voting and other consensual
                  rights which it would otherwise be entitled to exercise pursuant
                  to
                  Section 4.7(a)(i)(A) and (ii) to receive the
                  dividends, interest and other distributions which it would otherwise
                  be
                  authorized to receive and retain pursuant to Section
                  4.7(a)(i)(B) shall be suspended until such Event of Default
                  shall no longer exist (and in the case of the rights described
                  in clause
                  (i) herein, upon notice from the Agent of a suspension of such
                  rights),
                  and all such rights shall, until such Event of Default shall no
                  longer
                  exist, thereupon become vested in the Agent which shall thereupon
                  have the
                  sole right to exercise such voting and other consensual rights
                  and to
                  receive, hold and dispose of as Pledged Shares such dividends,
                  interest
                  and other distributions.

              


      

       

      
        	
                 

              	
                (C)

              	
                All
                  dividends, interest and other distributions which are received
                  by such
                  Debtor contrary to the provisions of this Section
                  4.7(a)(ii) shall be received in trust
                  for the benefit of the Agent, shall be segregated from other funds
                  of such
                  Debtor and shall be forthwith paid over to the Agent as Collateral
                  in the
                  same form as so received (with any necessary
                  endorsement).

              


      

       

      
        	
                 

              	
                (D)

              	
                Each
                  Debtor shall execute and deliver (or cause to be executed and delivered)
                  to the Agent all such proxies and other instruments as the Agent
                  may
                  reasonably request for the purpose of enabling the Agent to exercise
                  the
                  voting and other rights which it is entitled to exercise pursuant
                  to this
                  Section 4.7(a)(ii) and to receive the dividends,
                  interest and other distributions which it is entitled to receive
                  and
                  retain pursuant to this Section 4.7(a)(ii). The
                  foregoing shall not in any way limit the Agent’s power and authority
                  granted pursuant to the other provisions of this
                  Agreement.

              


      

       

      (b)    Possession;
        Reasonable Care.  Regardless
        of whether a Default or an Event of Default has occurred or is continuing,
        the
        Agent shall have the right to hold in its possession all Pledged Shares pledged,
        collaterally assigned or transferred hereunder and from time to time
        constituting a portion of the Collateral.  The Agent may appoint one
        or more agents (which in no case shall be a Debtor or an affiliate of a Debtor)
        to hold physical custody, for the account of the Agent, of any or all of
        the
        Collateral.  The Agent shall be deemed to have exercised reasonable
        care in the custody and preservation of the Collateral in its possession
        if the
        Collateral is accorded treatment substantially equal to that which the Agent
        accords its own property, it being understood that the Agent shall not have
        any
        responsibility for (i) ascertaining or taking action with respect to calls,
        conversions, exchanges, maturities, tenders or other matters relative to
        any
        Collateral, whether or not the Agent has or is deemed to have knowledge of
        such
        matters, or (ii) taking any necessary steps to preserve rights against any
        parties with respect to any Collateral, except, subject to the terms hereof,
        upon the written instructions of the Lenders.  Following the
        occurrence and continuance of an Event of Default, the Agent shall be entitled
        to take ownership of the Collateral in accordance with the
        UCC.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Section
        4.8      New Subsidiaries; Additional
        Collateral

       

      
        	
                 

              	
                (a)

              	
                With
                  respect to each Person which becomes a Subsidiary of a Debtor subsequent
                  to the date hereof, execute and deliver such joinders or security
                  agreements or other pledge documents as are required by the Credit
                  Agreement, within the time periods set forth
                  therein.

              


      

       

      
        	
                 

              	
                (b)

              	
                Each
                  Debtor agrees that, (i) except with the written consent of the
                  Agent, it
                  will not permit any Domestic Subsidiary (whether now existing or
                  formed
                  after the date hereof) to issue to such Debtor or any of such Debtor’s
                  other Subsidiaries any shares of stock, membership interests, partnership
                  units, notes or other securities or instruments (including without
                  limitation the Pledged Shares) in addition to or in substitution
                  for any
                  of the Collateral, unless, concurrently with each issuance thereof,
                  any
                  and all such shares of stock, membership interests, partnership
                  units,
                  notes or instruments are encumbered in favor of the Agent under
                  this
                  Agreement or otherwise (it being understood and agreed that all
                  such
                  shares of stock, membership interests, partnership units, notes
                  or
                  instruments issued to such Debtor shall, without further action
                  by such
                  Debtor or the Agent, be automatically encumbered by this Agreement
                  as
                  Pledged Shares) and (ii) it will promptly following the issuance
                  thereof
                  deliver to the Agent (A) an amendment, duly executed by such Debtor,
                  in
                  substantially the form of Exhibit A hereto in
                  respect of such shares of stock, membership interests, partnership
                  units,
                  notes or instruments issued to Debtor or (B) if reasonably required
                  by the
                  Lenders, a new stock pledge, duly executed by the applicable Debtor,
                  in
                  substantially the form of this Agreement (a “New
                  Pledge”), in respect of such shares of stock, membership
                  interests, partnership units, notes or instruments issued to any
                  Debtor
                  granting to the Agent, for the benefit of the Lenders, a first
                  priority
                  security interest, pledge and Lien thereon, together in each case
                  with all
                  certificates, notes or other instruments representing or evidencing
                  the
                  same, together with such other documentation as the Agent may reasonably
                  request. Such Debtor hereby (x) authorizes the Agent to attach
                  each such
                  amendment to this Agreement, (y) agrees that all such shares of
                  stock,
                  membership interests, partnership units, notes or instruments listed
                  in
                  any such amendment delivered to the Agent shall for all purposes
                  hereunder
                  constitute Pledged Shares, and (z) is deemed to have made, upon
                  the
                  delivery of each such amendment, the representations and warranties
                  contained in Section 3.4 of this Agreement with
                  respect to the Collateral covered
                  thereby.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (c)

              	
                With
                  respect to any Intellectual Property Collateral owned, licensed
                  or
                  otherwise acquired by any Debtor after the date hereof, and with
                  respect
                  to any Patent, Trademark or Copyright which is not registered or
                  filed
                  with the U.S. Patent and Trademark Office and/or the U.S. Copyright
                  Office
                  at the time such Collateral is pledged by a Debtor to the Agent
                  pursuant
                  to this Security Agreement, and which is subsequently registered
                  or filed
                  by such Debtor in the appropriate office and which is material
                  to such
                  Debtor’s business, such Debtor shall promptly after the acquisition or
                  registration thereof execute or cause to be executed and delivered
                  to the
                  Agent, (i) an amendment, duly executed by such Debtor, in substantially
                  the form of Exhibit A hereto, in respect of such
                  additional or newly registered collateral or (ii) at the Agent’s option, a
                  new security agreement, duly executed by the applicable Debtor,
                  in
                  substantially the form of this Agreement, in respect of such additional
                  or
                  newly registered collateral, granting to the Agent, for the benefit
                  of the
                  Lenders, a first priority security interest, pledge and Lien thereon
                  (subject only to the Permitted Liens), together in each case with
                  all
                  certificates, notes or other instruments representing or evidencing
                  the
                  same, and shall, upon the Agent’s reasonable request, execute or cause to
                  be executed any financing statement or other document (including
                  without
                  limitation, filings required by the U.S. Patent and Trademark Office
                  and/or the U.S. Copyright Office in connection with any such additional
                  or
                  newly registered collateral) granting or otherwise evidencing a
                  Lien over
                  such new Intellectual Property Collateral.  Each Debtor hereby
                  (x) authorizes the Agent to attach each amendment to this Agreement,
                  (y)
                  agrees that all such additional collateral listed in any amendment
                  delivered to the Agent shall for all purposes hereunder constitute
                  Collateral, and (z) is deemed to have made, upon the delivery of
                  each such
                  Amendment, the representations and warranties contained in
                  Section 3.3(d) and Section
                  3.5 of this Agreement with respect to the Collateral
                  covered
                  thereby.

              


      

       

      Section
        4.9      Further Assurances  
(a)  At
        any time and from time to time, upon the reasonable request of the Agent,
        and at
        the sole expense of the Debtors, each Debtor shall promptly execute and deliver
        all such further agreements, documents and instruments and take such further
        action as the Agent may reasonably deem necessary or appropriate to (i)
        preserve, ensure the priority, effectiveness and validity of and perfect
        the
        Agent’s security interest in and pledge and collateral assignment of the
        Collateral (including causing the Agent’s name to be noted as secured party on
        any certificate of title for a titled good if such notation is a condition
        of
        the Agent’s ability to enforce its security interest in such Collateral), unless
        such actions are specifically waived under the terms of this Agreement and
        the
        other Loan Documents, (ii) carry out the provisions and purposes of this
        Agreement and (iii) to enable the Agent to exercise and enforce its rights
        and
        remedies hereunder with respect to any of the Collateral.  Except as
        otherwise expressly permitted by the terms of the Credit Agreement relating
        to
        disposition of assets and except for Permitted Liens (except for Pledged
        Shares,
        over which the only Lien shall be that Lien established under this Agreement),
        each Debtor agrees to maintain and preserve the Agent’s security interest in and
        pledge and collateral assignment of the Collateral hereunder and the priority
        thereof.  Notwithstanding anything contained herein to the contrary,
        the Agent need not require the creation or perfection of pledges of or security
        interests in particular assets if and for so long as, in the reasonable judgment
        of the Agent, the cost of creating or perfecting such pledges or security
        interests in such assets shall be excessive in view of the benefits to be
        obtained by the Agent therefrom.  The Agent may, in its sole
        discretion, grant extensions of time for the perfection of security interests
        in
        particular assets (including extensions beyond the Effective Date for the
        perfection of security interests in the assets of the Debtors on such date)
        where it reasonably determines, in consultation with the Debtors, that
        perfection cannot be accomplished without undue effort or expense by the
        time or
        times at which it would otherwise be required by this Agreement or the other
        Loan Documents.

       

      
        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      

       

      (b)          Each
        Debtor hereby irrevocably authorizes the Agent (until the termination of
        this
        Agreement in accordance with the provisions of this Agreement) at any time
        and
        from time to time to file in any filing office in any jurisdiction any initial
        financing statements and amendments thereto that (i) indicate any or all
        of the
        Collateral upon which the Debtors have granted a Lien (including, without
        limitation, the filing of a financing statement describing the Collateral
        as
“all assets in which Debtor now owns or hereafter acquires rights”, “all
        assets”, “all personal property” or words of similar import), and (ii) provide
        any other information required by Part 5 of Article 9 of the UCC, including
        organizational information and in the case of a fixture filing or a filing
        for
        Collateral consisting of as-extracted collateral or timber to be cut, a
        sufficient description of real property to which the Collateral
        relates.  Each Debtor agrees to furnish any such information required
        by the preceding paragraph to the Agent promptly upon request.

       

      ARTICLE
        5

      Rights
        of the Agent

       

      Section
        5.1     Power of Attorney.  Each
        Debtor hereby irrevocably constitutes and appoints the Agent and any officer
        or
        agent thereof (until the termination of this Agreement in accordance with
        the
        provisions of Section 7.12 of this Agreement), with full power of substitution,
        as its true and lawful attorney-in-fact with full irrevocable power and
        authority in the name of such Debtor or in its own name, to take, after the
        occurrence and during the continuance of an Event of Default, any and all
        actions, and to execute any and all documents and instruments which the Agent
        at
        any time and from time to time deems necessary, to accomplish the purposes
        of
        this Agreement and, without limiting the generality of the foregoing, such
        Debtor hereby gives the Agent the power and right on behalf of such Debtor
        and
        in its own name to do any of the following after the occurrence and during
        the
        continuance of an Event of Default, without notice to or the consent of such
        Debtor:

       

      
        	
                 

              	
                (a)

              	
                to
                  demand, sue for, collect or receive, in the name of such Debtor
                  or in its
                  own name, any money or property at any time payable or receivable
                  on
                  account of or in exchange for any of the Collateral and, in connection
                  therewith, endorse checks, notes, drafts, acceptances, money orders,
                  documents of title or any other instruments for the payment of
                  money under
                  the Collateral or any policy of
                  insurance;

              


      

       

      
        	
                 

              	
                (b)

              	
                to
                  pay or discharge taxes, Liens (other than Permitted Liens) or other
                  encumbrances levied or placed on or threatened against the
                  Collateral;

              


      

       

      
        	
                 

              	
                (c)

              	
                (i)
                  to direct account debtors and any other parties liable for any
                  payment
                  under any of the Collateral to make payment of any and all monies
                  due and
                  to become due thereunder directly to the Agent or as the Agent
                  shall
                  reasonably direct; (ii) to receive payment of and receipt for any
                  and all
                  monies, claims and other amounts due and to become due at any time
                  in
                  respect of or arising out of any Collateral; (iii) to sign and
                  endorse any
                  invoices, freight or express bills, bills of lading, storage or
                  warehouse
                  receipts, drafts against debtors, assignments, proxies, stock powers,
                  verifications and notices in connection with accounts and other
                  documents
                  relating to the Collateral; (iv) to commence and prosecute any
                  suit,
                  action or proceeding at law or in equity in any court of competent
                  jurisdiction to collect the Collateral or any part thereof and
                  to enforce
                  any other right in respect of any Collateral; (v) to defend any
                  suit,
                  action or proceeding brought against such Debtor with respect to
                  any
                  Collateral; (vi) to settle, compromise or adjust any suit, action
                  or
                  proceeding described above and, in connection therewith, to give
                  such
                  discharges or releases as the Agent may reasonably deem appropriate;
                  (vii)
                  to exchange any of the Collateral for other property upon any merger,
                  consolidation, reorganization, recapitalization or other readjustment
                  of
                  the issuer thereof and, in connection therewith, deposit any of
                  the
                  Collateral with any committee, depositary, transfer agent, registrar
                  or
                  other designated agency upon such terms as the Agent may reasonably
                  determine; (viii) to add or release any guarantor, indorser, surety
                  or
                  other party to any of the Collateral; (ix) to renew, extend or
                  otherwise
                  change the terms and conditions of any of the Collateral; (x) to
                  make,
                  settle, compromise or adjust any claim under or pertaining to any
                  of the
                  Collateral (including claims under any policy of insurance); (xi)
                  subject
                  to any pre-existing rights or licenses, to assign any Patent, Copyright
                  or
                  Trademark constituting Intellectual Property Collateral (along
                  with the
                  goodwill of the business to which any such Patent, Copyright or
                  Trademark
                  pertains), for such term or terms, on such conditions and in such
                  manner,
                  as the Agent shall in its sole discretion reasonably determine,
                  and (xii)
                  to sell, transfer, pledge, convey, make any agreement with respect
                  to, or
                  otherwise deal with, any of the Collateral as fully and completely
                  as
                  though the Agent were the absolute owner thereof for all purposes,
                  and to
                  do, at the Agent’s option and such Debtor’s expense, at any time, or from
                  time to time, all acts and things which the Agent reasonably deems
                  necessary to protect, preserve, maintain, or realize upon the Collateral
                  and the Agent’s security interest
                  therein.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      This
        power of attorney is a power coupled with an interest and shall be
        irrevocable.  The Agent shall be under no duty to exercise or withhold
        the exercise of any of the rights, powers, privileges and options expressly
        or
        implicitly granted to the Agent in this Agreement, and shall not be liable
        for
        any failure to do so or any delay in doing so.  This power of attorney
        is conferred on the Agent solely to protect, preserve, maintain and realize
        upon
        its security interest in the Collateral.  The Agent shall not be
        responsible for any decline in the value of the Collateral and shall not
        be
        required to take any steps to preserve rights against prior parties or to
        protect, preserve or maintain any Lien given to secure the
        Collateral.

       

      Section
        5.2     Setoff.  In
        addition to and not in limitation of any rights of any Lenders under applicable
        law, the Agent and each Lender shall, upon the occurrence and continuance
        of an
        Event of Default, without notice or demand of any kind, have the right to
        appropriate and apply to the payment of the Indebtedness owing to it (whether
        or
        not then due) any and all balances, credits, deposits, accounts or moneys
        of
        Debtors then or thereafter on deposit with such Lenders; provided, however,
        that
        any such amount so applied by any Lender on any of the Indebtedness owing
        to it
        shall be subject to the provisions of the Credit Agreement.

       

      Section
        5.3      Assignment by the
        Agent.  The
        Agent may at any time assign or otherwise transfer all or any portion of
        its
        rights and obligations as the Agent under this Agreement and the other Loan
        Documents (including, without limitation, the Indebtedness) to any other
        Person,
        to the extent permitted by, and upon the conditions contained in, the Credit
        Agreement and such Person shall thereupon become vested with all the benefits
        and obligations thereof granted to the Agent herein or otherwise.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Section
        5.4     Performance by the
        Agent.
        If any
        Debtor shall fail to perform any covenant or agreement contained in this
        Agreement after demand from Agent to so perform, the Agent may (but shall
        not be
        obligated to) perform or attempt to perform such covenant or agreement on
        behalf
        of the Debtors, in which case Agent shall exercise good faith and make diligent
        efforts to give Debtors prompt prior written notice of such performance or
        attempted performance.  In such event, the Debtors shall, at the
        request of the Agent, promptly pay any reasonable amount expended by the
        Agent
        in connection with such performance or attempted performance to the Agent,
        together with interest thereon at the interest rate set forth in the Credit
        Agreement, from and including the date of such expenditure to but excluding
        the
        date such expenditure is paid in full.  Notwithstanding the foregoing,
        it is expressly agreed that the Agent shall not have any liability or
        responsibility for the performance (or non-performance) of any obligation
        of the
        Debtors under this Agreement.

       

      Section
        5.5      Certain Costs and
        Expenses.  The
        Debtors shall pay or reimburse the Agent within five (5) Business Days after
        demand for all reasonable costs and expenses (including reasonable attorney’s
        and paralegal fees) incurred by it in connection with the enforcement, attempted
        enforcement, or preservation of any rights or remedies under this Agreement
        or
        any other Loan Document during the existence of an Event of Default or after
        acceleration of any of the Indebtedness (including in connection with any
        “workout” or restructuring regarding the Indebtedness, and including in any
        insolvency proceeding or appellate proceeding).  The agreements in
        this Section 5.5 shall survive the
        payment in full of the Indebtedness.  Notwithstanding the foregoing,
        the reimbursement of any fees and expenses incurred by the Lenders shall
        be
        governed by the terms and conditions of the applicable Credit
        Agreement.

       

      Section
        5.6      Indemnification.  Each
        of the Debtors agrees to indemnify and hold Agent and each of the Lenders
        (and
        their respective Affiliates) and their respective employees, agents, officers,
        directors, counsel, and attorneys-in-fact harmless from all loss, cost, damage,
        liability or expenses, including reasonable house and outside attorneys’ and
        paralegals’ fees and disbursements (but without duplication of such fees and
        disbursements for the same services), incurred by Agent and each of the Lenders
        by reason of a Default or an Event of Default, or enforcing the obligations
        of
        any Debtor under this Agreement or any of the other Loan Documents, or as
        a
        result of any actual or claimed violation of law, as applicable, or in the
        prosecution or defense of any action or proceeding concerning any matter
        growing
        out of or connected with this Agreement or any of the Loan Documents,
INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES
        OF
        ACTION OF WHATEVER KIND RESULTING FROM THE AGENT’S OR ANY LENDER’S OWN
        NEGLIGENCE except to the extent (but only to the extent) caused by
        Agent’s or any Lender’s gross negligence or willful misconduct.  The
        agreements in this Section
        5.6 shall survive payment of all other
        Indebtedness.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        6

      Default

       

      Section
        6.1      Rights and
        Remedies.  If
        an Event of Default shall have occurred and be continuing, the Agent shall
        have
        the following rights and remedies subject to the direction and/or consent
        of the
        Lenders as required under the Credit Agreement:

       

      
        	
                 

              	
                (a)

              	
                The
                  Agent may exercise any of the rights and remedies set forth in
                  this
                  Agreement (including, without limitation, Article
                  5 hereof), in the Credit Agreement, or in any other
                  Loan
                  Document, or as provided by applicable
                  law.

              


      

       

      
        	
                 

              	
                (b)

              	
                In
                  addition to all other rights and remedies granted to the Agent
                  in this
                  Agreement, the Credit Agreement or by applicable law, the Agent
                  shall have
                  all of the rights and remedies of a secured party under the UCC
                  (whether
                  or not the UCC applies to the affected Collateral) and the Agent
                  may also,
                  without previous demand or notice except as specified below or
                  in the
                  Credit Agreement, sell the Collateral or any part thereof in one
                  or more
                  parcels at public or private sale, at any exchange, broker’s board or at
                  any of the Agent’s offices or elsewhere, for cash, on credit or for future
                  delivery, and upon such other terms as the Agent may, in its reasonable
                  discretion, deem commercially reasonable or otherwise as may be
                  permitted
                  by law.  Without limiting the generality of the foregoing, the
                  Agent may (i) without demand or notice to the Debtors (except as
                  required
                  under the Credit Agreement or applicable law), collect, receive
                  or take
                  possession of the Collateral or any part thereof, and for that
                  purpose the
                  Agent (and/or its Agents, servicers or other independent contractors)
                  may
                  enter upon any premises on which the Collateral is located and
                  remove the
                  Collateral therefrom or render it inoperable, and/or (ii) sell,
                  lease or
                  otherwise dispose of the Collateral, or any part thereof, in one
                  or more
                  parcels at public or private sale or sales, at the Agent’s offices or
                  elsewhere, for cash, on credit or for future delivery, and upon
                  such other
                  terms as the Agent may, in its reasonable discretion, deem commercially
                  reasonable or otherwise as may be permitted by law.  The
                  Agent and, subject to the terms of the Credit
                  Agreement, each of the Lenders shall have the right at any public
                  sale or
                  sales, and, to the extent permitted by applicable law, at any private
                  sale
                  or sales, to bid (which bid may be, in whole or in part, in the
                  form of
                  cancellation of indebtedness) and become a purchaser of the Collateral
                  or
                  any part thereof free of any right of redemption on the part of
                  the
                  Debtors, which right of redemption is hereby expressly waived and
                  released
                  by the Debtors to the extent permitted by applicable law.  The
                  Agent may require the Debtors to assemble the Collateral and make
                  it
                  available to the Agent at any place designated by the Agent to
                  allow the
                  Agent to take possession or dispose of such Collateral.  The
                  Debtors agree that the Agent shall not be obligated to give more
                  than five
                  (5) days prior written notice of the time and place of any public
                  sale or
                  of the time after which any private sale may take place and that
                  such
                  notice shall constitute reasonable notice of such matters.  The
                  foregoing shall not require notice if none is required by applicable
                  law.  The Agent shall not be obligated to make any sale of
                  Collateral if, in the exercise of its reasonable discretion, it
                  shall
                  determine not to do so, regardless of the fact that notice of sale
                  of
                  Collateral may have been given.  The Agent may, without notice
                  or publication (except as required by applicable law), adjourn
                  any public
                  or private sale or cause the same to be adjourned from time to
                  time by
                  announcement at the time and place fixed for sale, and such sale
                  may,
                  without further notice, be made at the time and place to which
                  the same
                  was so adjourned.  The Debtors shall be liable for all
                  reasonable expenses of retaking, holding, preparing for sale or
                  the like,
                  and all reasonable attorneys’ fees, legal expenses and other costs and
                  expenses incurred by the Agent in connection with the collection
                  of the
                  Indebtedness and the enforcement of the Agent’s rights under this
                  Agreement and the Credit Agreement.  The Debtors shall, to the
                  extent permitted by applicable law, remain liable for any deficiency
                  if
                  the proceeds of any such sale or other disposition of the Collateral
                  (conducted in conformity with this clause (ii) and applicable law)
                  applied
                  to the Indebtedness are insufficient to pay the Indebtedness in
                  full
                  (other than contingent liabilities pursuant to any indemnity, including
                  without limitation Section
                  5.5 and Section
                  5.6 hereof, for claims which have not been asserted,
                  or which
                  have not yet accrued).  The Agent shall apply the proceeds from
                  the sale of the Collateral hereunder against the Indebtedness in
                  such
                  order and manner as provided in the Credit
                  Agreement.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (c)

              	
                The
                  Agent may cause any or all of the Collateral held by it to be transferred
                  into the name of the Agent or the name or names of the Agent’s nominee or
                  nominees.

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  Agent may exercise any and all rights and remedies of the Debtors
                  under or
                  in respect of the Collateral, including, without limitation, any
                  and all
                  rights of the Debtors to demand or otherwise require payment of
                  any amount
                  under, or performance of any provision of any of the Collateral
                  and any
                  and all voting rights and corporate powers in respect of the
                  Collateral.

              


      

       

      
        	
                 

              	
                (e)

              	
                On
                  any sale of the Collateral, the Agent is hereby authorized to comply
                  with
                  any limitation or restriction with which compliance is necessary
                  (based on
                  a reasoned opinion of the Agent’s counsel) in order to avoid any violation
                  of applicable law or in order to obtain any required approval of
                  the
                  purchaser or purchasers by any applicable Governmental
                  Authority.

              


      

       

      
        	
                 

              	
                (f)

              	
                The
                  Agent may direct account debtors and any other parties liable for
                  any
                  payment under any of the Collateral to make payment of any and
                  all monies
                  due and to become due thereunder directly to the Agent or as the
                  Agent
                  shall direct.

              


      

       

      
        	
                 

              	
                (g)

              	
                In
                  the event of any sale, assignment or other disposition of the Intellectual
                  Property Collateral, the goodwill of the business connected with
                  and
                  symbolized by any Collateral subject to such disposition shall
                  be
                  included, and the Debtors shall supply to the Agent or its designee
                  the
                  Debtors’ know-how and expertise related to the Intellectual Property
                  Collateral subject to such disposition, and the Debtors’ notebooks,
                  studies, reports, records, documents and things embodying the same
                  or
                  relating to the inventions, processes or ideas covered by and to
                  the
                  manufacture of any products under or in connection with the Intellectual
                  Property Collateral subject to such
                  disposition.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (h)

              	
                For
                  purposes of enabling the Agent to exercise its rights and remedies
                  under
                  this Section 6.1 and
                  enabling the Agent and its successors and permitted assigns to
                  enjoy the
                  full benefits of the Collateral, the Debtors hereby grant (until
                  the
                  termination of this Agreement in accordance with the provisions
                  of Section
                  7.12 of this Agreement) to the Agent an irrevocable, nonexclusive
                  license
                  (exercisable without payment of royalty or other compensation to
                  the
                  Debtors) to use, assign, license or sublicense any of the Intellectual
                  Property Collateral, Computer Records or Software (including in
                  such
                  license reasonable access to all media in which any of the licensed
                  items
                  may be recorded or stored and all computer programs used for the
                  completion or printout thereof), exercisable upon the occurrence
                  and
                  during the continuance of an Event of Default (and thereafter if
                  Agent
                  succeeds to any of the Collateral pursuant to an enforcement proceeding
                  or
                  voluntary arrangement with Debtor), except as may be prohibited
                  by any
                  licensing agreement relating to such Computer Records or
                  Software.  This license shall also inure to the benefit of all
                  successors, permitted assigns, transferees of and purchasers from
                  the
                  Agent.

              


      

       

      Section
        6.2      Private Sales.

       

      
        	
                 

              	
                (a)

              	
                In
                  view of the fact that applicable securities laws may impose certain
                  restrictions on the method by which a sale of the Pledged Shares
                  may be
                  effected after an Event of Default, Debtors agree that upon the
                  occurrence
                  and during the continuance of an Event of Default, the Agent may
                  from time
                  to time attempt to sell all or any part of the Pledged Shares by
                  a private
                  sale in the nature of a private placement, restricting the bidders
                  and
                  prospective purchasers to those who will represent and agree that
                  they are
                  “accredited investors” within the meaning of Regulation D promulgated
                  pursuant to the Securities Act of 1933, as amended (the
                  “Securities Act”), and are purchasing for
                  investment only and not for distribution. In so doing, the Agent
                  may
                  solicit offers for the Pledged Shares, or any part thereof, from
                  a limited
                  number of investors who might be interested in purchasing the Pledged
                  Shares. Without limiting the methods or manner of disposition which
                  could
                  be determined to be commercially reasonable, if the Agent hires
                  a firm of
                  regional or national reputation that is engaged in the business
                  of
                  rendering investment banking and brokerage services to solicit
                  such offers
                  and facilitate the sale of the Pledged Shares, then the Agent’s acceptance
                  of the highest offer (including its own offer, or the offer of
                  any of the
                  Lenders at any such sale) obtained through such efforts of such
                  firm shall
                  be deemed to be a commercially reasonable method of disposition
                  of such
                  Pledged Shares.  The Agent shall not be under any obligation to
                  delay a sale of any of the Pledged Shares for the period of time
                  necessary
                  to permit the issuer of such securities to register such securities
                  under
                  the laws of any jurisdiction outside the United States, under the
                  Securities Act or under any applicable state securities laws, even
                  if such
                  issuer would agree to do so.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Debtors further agree to do or cause to be done, to the extent
                  that the
                  Debtors may do so under applicable law, all such other reasonable
                  acts and
                  things as may be reasonably necessary to make such sales or resales
                  of any
                  portion or all of the Collateral valid and binding and in compliance
                  with
                  any and all applicable laws, regulations, orders, writs, injunctions,
                  decrees or awards of any and all courts, arbitrators or governmental
                  instrumentalities, domestic or foreign, having jurisdiction over
                  any such
                  sale or sales, all at the Debtors’
expense.

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Section
        6.3      Intentionally
        Omitted.

       

      Section
        6.4      Default Under Credit
        Agreement.  Subject
        to any applicable notice and cure provisions contained in the Credit Agreement,
        the occurrence of any Event of Default (as defined in the Credit Agreement),
        including without limit a breach of any of the provisions of this Agreement,
        shall be deemed to be an Event of Default under this Agreement.  This
Section 6.4 shall not limit the
        Events of Default set forth in the Credit Agreement.

       

      ARTICLE
        7

      Miscellaneous

       

      Section
        7.1      No Waiver; Cumulative
        Remedies.  No
        failure on the part of the Agent to exercise and no delay in exercising,
        and no
        course of dealing with respect to, any right, power or privilege under this
        Agreement shall operate as a waiver thereof, nor shall any single or partial
        exercise of any right, power or privilege under this Agreement preclude any
        other or further exercise thereof or the exercise of any other right, power,
        or
        privilege.  The rights and remedies provided for in this Agreement are
        cumulative and not exclusive of any rights and remedies provided by
        law.

       

      Section
        7.2      Successors and
        Assigns.  Subject
        to the terms and conditions of the Credit Agreement, this Agreement shall
        be
        binding upon and inure to the benefit of the Debtors and the Agent and their
        respective heirs, successors and permitted assigns, except that the Debtors
        may
        not assign any of their rights or obligations under this Agreement without
        the
        prior written consent of the Agent.

       

      Section
        7.3      AMENDMENT; ENTIRE
        AGREEMENT.  THIS
        WRITTEN LOAN AGREEMENT (AS DEFINED BY SECTION 26.02 OF THE TEXAS BUSINESS
        AND
        COMMERCE CODE) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
        NOT BE
        CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
        OF THE PARTIES.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES
        HERETO.  The provisions of this Agreement may be amended or waived
        only by an instrument in writing signed by the parties hereto.

       

      Section
        7.4      Notices.  All
        notices, requests, consents, approvals, waivers and other communications
        hereunder shall be in writing (including, by facsimile transmission) and
        mailed,
        faxed or delivered to the address or facsimile number specified for notices
        on
        signature pages hereto; or, as directed to the Debtors or the Agent, to such
        other address or number as shall be designated by such party in a written
        notice
        to the other. All such notices, requests and communications shall, when sent
        by
        overnight delivery, or faxed, be effective when delivered for overnight (next
        business day) delivery, or transmitted in legible form by facsimile machine
        (with electronic confirmation of receipt), respectively, or if mailed, upon
        the
        third Business Day after the date deposited into the U.S. mail, or if otherwise
        delivered, upon delivery; except that notices to the Agent shall not be
        effective until actually received by the Agent.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      Section
        7.5       GOVERNING LAW; SUBMISSION TO
        JURISDICTION; SERVICE OF PROCESS.

       

      
        	
                 

              	
                (a)

              	
                THIS
                  AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
                  THE
                  INTERNAL LAWS OF THE STATE OF
                  TEXAS.

              


      

       

      
        	
                 

              	
                (b)

              	
                ANY
                  LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
                  OTHER
                  LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS
                  OR OF THE
                  UNITED STATES FOR THE NORTHERN DISTRICT OF TEXAS, AND BY EXECUTION
                  AND
                  DELIVERY OF THIS AGREEMENT, EACH OF THE DEBTOR AND THE AGENT CONSENTS,
                  FOR
                  ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
                  OF THOSE COURTS.  EACH OF THE DEBTOR AND THE AGENT IRREVOCABLY
                  WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
                  VENUE OR
                  BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
                  HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
                  JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY LOAN
                  DOCUMENT.

              


      

       

      Section
        7.6      Headings.  The
        headings, captions, and arrangements used in this Agreement are for convenience
        only and shall not affect the interpretation of this Agreement.

       

      Section
        7.7      Survival of Representations and
        Warranties.  All
        representations and warranties made in this Agreement or in any certificate
        delivered pursuant hereto shall survive the execution and delivery of this
        Agreement, and no investigation by the Agent shall affect the representations
        and warranties or the right of the Agent or the Lenders to rely upon
        them.

       

      Section
        7.8      Counterparts;
        Execution.  This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.  Each of the undersigned by execution of this Agreement
        agrees that any copy of this document signed by it and transmitted by facsimile
        or email, or any other method for delivery shall be admissible in evidence
        as
        the original itself in any judicial or administrative proceeding, whether
        or not
        the original is in existence.

      


      Section
        7.9      Waiver of
        Bond.  In
        the event the Agent seeks to take possession of any or all of the Collateral
        by
        judicial process, the Debtors hereby irrevocably waive (to the extent permitted
        by applicable law) any bonds and any surety or security relating thereto
        that
        may be required by applicable law as an incident to such possession, and
        waives
        (to the extent permitted by applicable law) any demand for possession prior
        to
        the commencement of any such suit or action.

       

      Section
        7.10    Severability.  Any
        provision of this Agreement which is determined by a court of competent
        jurisdiction to be prohibited or unenforceable in any jurisdiction shall,
        as to
        such jurisdiction, be ineffective to the extent of such prohibition or
        unenforceability without invalidating the remaining provisions of this
        Agreement, and any such prohibition or unenforceability in any jurisdiction
        shall not invalidate or render unenforceable such provision in any other
        jurisdiction.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Section
        7.11   Construction.  Each
        Debtor and the Agent acknowledge that each of them has had the benefit of
        legal
        counsel of its own choice and has been afforded an opportunity to review
        this
        Agreement with its legal counsel and that this Agreement shall be construed
        as
        if jointly drafted by the Debtors and the Agent.

       

      Section
        7.12    Termination.  If
        all of the Indebtedness (other than contingent liabilities pursuant to any
        indemnity, including without limitation Section
        5.5 and Section 5.6
        hereof, for claims which have not been asserted, or which have not yet accrued)
        shall have been paid in full (in cash) and all commitments to extend credit
        or
        other credit accommodations under the Credit Agreement have been terminated,
        the
        Agent shall, upon the written request of the Debtors, execute and deliver
        to the
        Debtors a proper instrument or instruments acknowledging the release and
        termination of the security interests created by this Agreement, and shall
        duly
        assign and deliver to the Debtors (without recourse and without any
        representation or warranty) such of the Collateral as may be in the possession
        of the Agent and has not previously been sold or otherwise applied pursuant
        to
        this Agreement.

       

      Section
        7.13   Release of Collateral.
        The
        Agent shall, upon the written request of the Debtors, execute and deliver
        to the
        Debtors a proper instrument or instruments acknowledging the release of the
        security interest and Liens established hereby on any Collateral (other than
        the
        Pledged Shares): (a) if the sale or other disposition of such Collateral
        is
        permitted under the terms of the Credit Agreement and, at the time of such
        proposed release, both before and after giving effect thereto, no Default
        or
        Event of Default has occurred and is continuing, (b) if the sale or other
        disposition of such Collateral is not permitted under the terms of the Credit
        Agreement, provided that the requisite Lenders under such Credit Agreement
        shall
        have consented to such sale or disposition in accordance with the terms thereof,
        or (c) if such release has been approved by the requisite Lenders in accordance
        with Section 12.11 of the Credit Agreement.

       

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

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

      

      Section
        7.15    Consistent Application.  The
        rights and duties created by this Agreement shall, in all cases, be interpreted
        consistently with, and shall be in addition to (and not in lieu of), the
        rights
        and duties created by the Credit Agreement or the other Loan
        Documents.  In the event that any provision of this Agreement shall be
        inconsistent with any provision of the Credit Agreement, such provision of
        the
        Credit Agreement shall govern.

       

      Section
        7.16    Continuing Lien.  The
        security interest granted under this Security Agreement shall be a continuing
        security interest in every respect (whether or not the outstanding balance
        of
        the Indebtedness is from time to time temporarily reduced to zero) and the
        Agent’s security interest in the Collateral as granted herein shall continue in
        full force and effect for the entire duration that the Credit Agreement remains
        in effect and until all of the Indebtedness are repaid and discharged in
        full
        (other than contingent liabilities pursuant to any indemnity, including without
        limitation Section 5.5 and
Section 5.6 hereof,
        for claims which have not been
        asserted, or which have not yet accrued), and no commitment (whether optional
        or
        obligatory) to extend any credit under the Credit Agreement remain
        outstanding.

       

      Section
        7.17    Determination of Value of
        Collateral.

       

      The
        following shall be the basis of any finder of fact’s determination of the value
        of any Collateral which is the subject matter of a disposition giving rise
        to a
        calculation of any surplus or deficiency under Section 9.615(f) of the UCC:
        (a)
        the Collateral which is the subject matter of the disposition shall be valued
        in
        an “as is” condition as of the date of the disposition, without nay assumption
        or expectation that such Collateral will be repaired or improved in any matter;
        (b) the valuation shall be based upon an assumption that the transferee of
        such
        Collateral desires a resale of the Collateral for cash promptly (but no later
        than 30 days) following the disposition; (c) all reasonable closing costs
        customarily borne by the seller in commercial sales transactions relating
        to
        property similar to such Collateral shall be deducted, including, without
        limitation, brokerage commissions, tax prorations, attorneys’ fees, whether
        in-house or outside counsel is used, and marketing costs, (d) the value of
        the
        collateral which is the subject matter of the disposition shall be further
        discounted to account for any estimated holding costs associated with
        maintaining such Collateral pending sale (to the extent not accounted for
        in (c)
        above) and other maintenance, operational and ownership expenses and (e)
        any
        expert opinion testimony given or considered in connection with a determination
        of the value of such Collateral must be given by persons having at least
        5 years
        experience in appraising property similar to the Collateral and who have
        conducted and prepared a complete written appraisal of such Collateral taking
        into consideration the factors set forth above.  The “value” of any
        such Collateral shall be a factor in determining the amount of proceeds which
        would have been realized in a disposition to a transferee other than the
        Agent
        or a Lender, a Person related to the Agent or a Lender, or a secondary obligor
        under Section 9-615(f) of the UCC.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Agreement
        as of the day and year first written above.

       

      
        	 	
                DEBTORS: 

              
	 	 	 
	 	
                STERLING
                  CONSTRUCTION COMPANY, INC. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 
	 	
                Address
                  for Notices: 

              
	 	  
	 	  
	 	
                Fax
                  No.:

              	 
	 	
                Telephone
                  No.:

              	 
	 	
                Attention:

              	 
	 	 	 
	 	
                TEXAS
                  STERLING CONSTRUCTION CO. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 
	 	
                Address
                  for Notices: 

              
	 	  
	 	  
	 	
                Fax
                  No.:

              	 
	 	
                Telephone
                  No.:

              	 
	 	
                Attention:

              	 
	 	 	 
	 	
                OAKHURST
                  MANAGEMENT CORPORATION 

              
	 	  
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 
	 	
                Address
                  for Notices: 

              
	 	  
	 	  
	 	
                Fax
                  No.:

              	 
	 	
                Telephone
                  No.:

              	 
	 	
                Attention:

              	 


      

      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


      
        	 	
                AGENT:

              	 
	 	 	 
	 	
                COMERICA
                  BANK, as Agent 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 
	 	
                Address
                  for Notices:

              	 
	 	  
	 	  
	 	  
	 	
                Telephone
                  No.:

              	 
	 	
                Attention:

              	 


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      TO

      SECURITY
        AGREEMENT

       

      FORM
        OF AMENDMENT

       

      This
        Amendment to Security Agreement (“Amendment”), dated________________, 20__, is
        delivered pursuant to Section 4.8[(b)/(c)] of the
        Security Agreement referred to below.  The undersigned hereby agrees
        that this Amendment may be attached to the Security Agreement dated as of
        October 31, 2007, between the undersigned and Comerica Bank, a Michigan banking
        corporation, as the Agent for the benefit of the Lenders referred to therein
        (the “Security Agreement”), and (a) [that the
        intellectual property listed on Schedule A]/[that the
        shares of stock, membership interests, partnership units, notes or other
        instruments listed on Schedule A] annexed hereto shall
        be and become part of the Collateral referred to in the Security Agreement
        and
        shall secure payment and performance of all Indebtedness as provided in the
        Security Agreement and (b) that Schedule A shall be
        deemed to amend [Schedule 1.1 /Schedule
        1.2] by supplementing the information provided on such Schedule
        with the information set forth on Schedule
        A.

       

      This
        Amendment may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.  Each of the undersigned by execution of this Amendment
        agrees that any copy of this Amendment signed by it and transmitted by facsimile
        or email, or any other method for delivery shall be admissible in evidence
        as
        the original itself in any judicial or administrative proceeding, whether
        or not
        the original is in existence.

      


      Capitalized
        terms used herein but not defined herein shall have the meanings therefor
        provided in the Security Agreement.


       

      
        	 	
                STERLING
                  CONSTRUCTION COMPANY, INC. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	
                TEXAS
                  STERLING CONSTRUCTION CO. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	
                OAKHURST
                  MANAGEMENT CORPORATION 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	
                ROAD
                  AND HIGHWAY BUILDERS, LLC 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	
                ROAD
                  AND HIGHWAY BUILDERS INC. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	
                COMERICA
                  BANK,
                  as
                  Agent 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title

              	 


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      JOINDER
        AGREEMENT

      (Security
        Agreement)

       

      THIS
        JOINDER AGREEMENT (the “Joinder Agreement”) is
        dated as of ______________, ____ by ______________, a _________ (“New
        Debtor”).

       

      WHEREAS,
        pursuant to Section 7.13 of that certain Credit
        Agreement dated as of October 31, 2007 (as amended or otherwise modified
        from
        time to time, the “Credit Agreement”) by and among
        Sterling Construction Company, Inc., a Delaware corporation
        (“Sterling”), and certain of its Subsidiaries
        (collectively, with Sterling, the “Borrowers”),
        the
        financial institutions signatory thereto from time to time (the
“Lenders”) and Comerica Bank, a Michigan banking
        corporation, as Agent for the Lenders (in such capacity,
“Agent”), the New Debtor is required to execute and
        deliver a joinder agreement to the Security Agreement.

       

      WHEREAS,
        in order to comply with the Credit Agreement, New Debtor executes and delivers
        this Joinder Agreement in accordance therewith.

       

      NOW
        THEREFORE, as a further inducement to Lenders to continue to provide
        credit accommodations to the Borrowers, New Debtor hereby covenants and agrees
        as follows:

       

      A.           All
        capitalized terms used herein shall have the meanings assigned to them in
        the
        Credit Agreement unless expressly defined to the contrary.

       

      B.           New
        Debtor hereby enters into this Joinder Agreement in order to comply with
        Section 7.13 of the Credit Agreement and does so in
        consideration of the Advances made or to be made from time to time under
        the
        Credit Agreement and the other Loan Documents.

       

      C.           Schedule
        [insert appropriate Schedule] attached to this Joinder Agreement is intended
        to
        supplement Schedule [insert appropriate Schedule] of the Security Agreement
        with
        the respective information applicable to New Debtor.

       

      D.           New
        Debtor shall be considered, and deemed to be, for all purposes of the Credit
        Agreement, the Security Agreement and the other Loan Documents, a Debtor
        under
        the Security Agreement as fully as though New Debtor had executed and delivered
        the Security Agreement at the time originally executed and delivered under
        the
        Credit Agreement and hereby ratifies and confirms its obligations under the
        Security Agreement, all in accordance with the terms thereof and shall be
        deemed
        to have made each representation and warranty set forth in the Security
        Agreement.

       

      E.           No
        Default or Event of Default (each such term being defined in the Credit
        Agreement) has occurred and is continuing under the Credit
        Agreement.

       

      F.           This
        Joinder Agreement shall be governed by the laws of the State of Texas and
        shall
        be binding upon New Debtor and its successors and assigns.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      G.           This
        Joinder Agreement may be executed in any number of counterparts, each of
        which
        shall be deemed an original, but all of which together shall constitute one
        and
        the same instrument.  Each of the undersigned by execution of this
        Joinder Agreement agrees that any copy of this Joinder Agreement signed by
        it
        and transmitted by facsimile or email, or any other method for delivery shall
        be
        admissible in evidence as the original itself in any judicial or administrative
        proceeding, whether or not the original is in existence.

      


      IN
        WITNESS WHEREOF, the undersigned New Debtor has executed and delivered this
        Joinder Agreement as of __________________, _____.

       

      
        	 	 	
                [NEW
                  DEBTOR]

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By:

              	
                 

              	 
	 	 	 	 	 
	 	 	
                Its:

              	
                 

              	 
	 	 	 	 	 
	
                Accepted: 

              	 	 	 
	 	 	 	 	 
	
                COMERICA
                  BANK, as Agent 

              	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                 

              	 	 	 	 
	 	 	 	 	 
	
                Its:

              	
                 

              	 	 	 	 


      

       

      
2