Unassociated Document


     

     

    
      Exhibit
        10.2

      


      EXECUTION
        COPY

      


      
        	
                 

                 

                 

                 

                 

                 

                 

                 

                ABL
                  GUARANTEE AND COLLATERAL AGREEMENT

                 

                dated
                  as of

                 

                September
                  28, 2007,

                 

                among

                 

                SPECTRUM
                  BRANDS, INC.,

                 

                THE
                  SUBSIDIARIES OF SPECTRUM BRANDS, INC.

                IDENTIFIED
                  HEREIN

                 

                and

                 

                WACHOVIA
                  BANK, NATIONAL ASSOCIATION,

                 

                as
                  the Collateral Agent

                 

                 

                 

                 

                 

                 

                 

                 

                 

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      TABLE
        OF CONTENTS

       

      
        	
                 

                ARTICLE
                  I

                 

                Definitions

              
	 	 	 
	
                SECTION
                  1.01.

              	
                Credit
                  Agreement

              	
                1

              
	
                SECTION
                  1.02.

              	
                Other
                  Defined Terms

              	
                1

              
	 	 	 
	
                ARTICLE
                  II

                 

                Guarantee

              
	 	 	
                5

              
	
                SECTION
                  2.01.

              	
                Guarantee

              	
                6

              
	
                SECTION
                  2.02.

              	
                Guarantee
                  of Payment

              	
                6

              
	
                SECTION
                  2.03

              	
                No
                  Limitations

              	
                7

              
	
                SECTION
                  2.04.

              	
                Reinstatement

              	
                7

              
	
                SECTION
                  2.05.

              	
                Agreement
                  To Pay; Subrogation

              	
                7

              
	
                SECTION
                  2.06.

              	
                Information

              	 
	 	 	 
	
                ARTICLE
                  III

                 

                Security
                  Interests in Personal Property

              
	 	 	 
	
                SECTION
                  3.01.

              	
                Security
                  Interest

              	
                7

              
	
                SECTION
                  3.02.

              	
                Representations
                  and Warranties

              	
                8

              
	
                SECTION
                  3.03.

              	
                Covenants

              	
                9

              
	
                SECTION
                  3.04.

              	
                Other
                  Actions

              	
                12

              
	 	 	 
	
                ARTICLE
                  IV

                 

                Remedies

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Remedies
                  Upon Default

              	
                14

              
	
                SECTION
                  4.02.

              	
                Application
                  of Proceeds

              	
                16

              
	 	 	 
	
                ARTICLE
                  V

                 

                Indemnity,
                  Subrogation and Subordination

              
	 	 	 
	
                SECTION
                  5.01.

              	
                Indemnity
                  and Subrogation

              	
                17

              
	
                SECTION
                  5.02.

              	
                Contribution
                  and Subrogation

              	
                17

              
	
                SECTION
                  5.03.

              	
                Subordination

              	
                18

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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                ARTICLE
                  VI

                 

                Miscellaneous

              
	 	 	 
	
                SECTION
                  6.01.

              	
                Notices

              	
                18

              
	
                SECTION
                  6.02.

              	
                Waivers;
                  Amendment

              	
                18

              
	
                SECTION
                  6.03.

              	
                Collateral
                  Agent’s Fees and Expenses; Indemnification

              	
                19

              
	
                SECTION
                  6.04.

              	
                Successors
                  and Assigns

              	
                19

              
	
                SECTION
                  6.05.

              	
                Survival
                  of Agreement

              	
                20

              
	
                SECTION
                  6.06.

              	
                Counterparts;
                  Effectiveness; Several Agreement

              	
                20

              
	
                SECTION
                  6.07.

              	
                Severability

              	
                20

              
	
                SECTION
                  6.08.

              	
                Right
                  of Set-Off

              	
                21

              
	
                SECTION
                  6.09.

              	
                Governing
                  Law; Jurisdiction; Consent to Service of Process

              	
                21

              
	
                SECTION
                  6.10.

              	
                WAIVER
                  OF JURY TRIAL

              	
                22

              
	
                SECTION
                  6.11.

              	
                Headings

              	
                22

              
	
                SECTION
                  6.12.

              	
                Security
                  Interest Absolute

              	
                22

              
	
                SECTION
                  6.13.

              	
                Termination
                  or Release

              	
                22

              
	
                SECTION
                  6.14.

              	
                Additional
                  Subsidiaries

              	
                23

              
	
                SECTION
                  6.15.

              	
                Collateral
                  Agent Appointed Attorney-in-Fact

              	
                23

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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                Schedules

              	 
	 	 
	
                Schedule
                  I

              	 Subsidiary
                Loan Parties
	 	 
	
                Exhibits

              	 
	 	 
	
                Exhibit
                  I

              	
                Form
                  of Supplement

              
	
                Exhibit
                  II

              	
                Form
                  of Perfection Certificate

              


      

       

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      ABL
        GUARANTEE AND COLLATERAL AGREEMENT dated as of September 28, 2007, among
        SPECTRUM BRANDS, INC., a Wisconsin corporation (the
“Borrower”), the SUBSIDIARIES of the Borrower
        identified herein and WACHOVIA BANK, NATIONAL ASSOCIATION, as the Collateral
        Agent.

       

      Reference
        is made to the Credit Agreement dated as of September 28, 2007 (as amended,
        supplemented or otherwise modified from time to time, the “Credit
        Agreement”), among the Borrower, the other Loan Parties party
        thereto, the Lenders party thereto, Wachovia Bank, National Association,
        as the
        Administrative Agent, the Collateral Agent and an LC Issuer, and Goldman
        Sachs
        Credit Partners L.P., as the Syndication Agent.  The Lenders and the
        LC Issuers have agreed to extend credit to the Borrower subject to the terms
        and
        conditions set forth in the Credit Agreement.  The obligations of the
        Lenders and the LC Issuers to extend such credit are conditioned upon, among
        other things, the execution and delivery of this Agreement.  The
        Subsidiary Loan Parties are, or are Affiliates of, the Borrower, will derive
        substantial benefits from the extension of credit to the Borrower pursuant
        to
        the Credit Agreement and are willing to execute and deliver this Agreement
        in
        order to induce the Lenders and the LC Issuers to extend such
        credit.  Accordingly, the parties hereto agree as
        follows:

       

      ARTICLE
        I


       

      Definitions

       

      SECTION
        1.01.  Credit
        Agreement.  (a)  Capitalized terms used in this Agreement
        (including the preliminary statement hereto) and not otherwise defined herein
        have the meanings specified in the Credit Agreement.  All terms
        defined in the New York UCC (as defined herein) and not defined in this
        Agreement or in the Credit Agreement have the meanings specified therein;
        the
        term “instrument” shall have the meaning specified in Article 9 of the
        New York UCC.

       

      (b)           The
        rules of construction specified in Section 1.02 of the Credit Agreement
        also apply to this Agreement.

       

      SECTION
        1.02.  Other Defined
        Terms.  As used in this Agreement, the following terms have the
        meanings specified below:

       

      “ABL
        Collateral” means any and all of the following assets and property
        of any Loan Party, whether real, personal or mixed: (a) all Accounts (other
        than Accounts arising under contracts for the sale of Non-ABL Collateral)
        and
        related Records; (b) all Chattel Paper; (c) all Deposit Accounts and
        all cash, checks and other negotiable instruments, funds and other evidences
        of
        payment held therein (but not any identifiable Proceeds of Non-ABL Collateral);
        (d) all Inventory; (e) solely to the extent evidencing, governing,
        securing or otherwise related to the items referred to in the preceding
        clauses (a), (b), (c) and (d), all Documents, General Intangibles (other
        than Intellectual Property), Instruments, Investment Property and Letter
        of
        Credit Rights; (f) all books and 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      records
        related to the foregoing; and (g) all Proceeds, including insurance
        Proceeds, of any and all of the foregoing and all collateral, security and
        guarantees given by any Person with respect to any of the
        foregoing.  Notwithstanding clause (g) of the immediately preceding
        sentence, “ABL Collateral” shall not include any assets referred to in clauses
        (a) through (j) and (l) of the definition of “Non-ABL Collateral” that are not
        included in clause (e) above.  All capitalized terms used in this
        definition and not defined elsewhere in this Agreement have the meanings
        assigned to them in the New York UCC.

       

      “Account”
        has the meaning assigned to such term in Section 9-102 of the New York
        UCC.

       

      “Account
        Debtor” means any Person who is or who may become obligated to any
        Loan Party under, with respect to or on account of an Account.

       

      “Borrower”
        has the meaning assigned to such term in the preliminary statement to this
        Agreement.

       

      “Copyright
        License” means any written agreement, now or hereafter in effect,
        granting any right to any third party under any copyright now or hereafter
        owned
        by any Loan Party or that such Loan Party otherwise has the right to license,
        or
        granting any right to any Loan Party under any copyright now or hereafter
        owned
        by any third party, and all rights of such Loan Party under any such
        agreement.

       

      “Copyrights”
        means all of the following now owned or hereafter acquired by any Loan
        Party:  (a) all copyright rights in any work subject to the
        copyright laws of the United States or any other country, whether as
        author, assignee, transferee or otherwise, and (b) all registrations and
        applications for registration of any such copyright in the United States or
        any other country, including registrations, recordings, supplemental
        registrations and pending applications for registration in the
        United States Copyright Office.

       

      “Credit
        Agreement” has the meaning assigned to such term in the
        preliminary statement to this Agreement.

       

      “Intellectual
        Property” means all intellectual and similar property of every
        kind and nature now owned or hereafter acquired by any Loan Party, including
        inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets,
        confidential or proprietary technical and business information, know-how,
        show-how or other proprietary data or information, rights in software and
        databases and rights in all embodiments or fixations thereof and rights in
        related documentation, registrations and franchises, and all additions,
        improvements and accessions to any of the foregoing.

       

      “Inventory”
        has the meaning assigned to such term in Section 9-102 of the New York
        UCC.

       

      “Lender
        Party” means each Lender, each Agent, each Arranger, each LC
        Issuer and each of their respective Affiliates (including any Person that
        is a
        Lender, an Agent or an LC Issuer (or that is such an Affiliate) as of the
        Closing Date but

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      subsequently
        ceases to be a Lender, an Agent or an LC Issuer (or such an Affiliate), as
        the
        case may be, if such Person is a counterparty to any Swap Contract with any
        Loan
        Party or provides any cash management services to any Loan Party).

       

      “License”
        means any Patent License, Trademark License, Copyright License or other license
        or sublicense agreement to which any Loan Party is a party.

       

      “Loan
        Parties” means, collectively, the Borrower and the Subsidiary Loan
        Parties.

       

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

       

      “Non-ABL
        Collateral” means any and all of the following
        assets and property of any Loan Party, whether real, personal or mixed: (a)
        all
        Investment Property; (b) all Documents; (c) all General Intangibles; (d)
        all
        Intellectual Property; (e) all Equipment; (f) all real property (including
        both
        fee and leasehold interests) and fixtures; (g) all Instruments; (h) all
        insurance; (i) all Letter of Credit Rights; (j) all Commercial Tort Claims;
        (k)
        all other assets and property not constituting ABL Collateral; (l) all books
        and
        records related to the foregoing; and (m) all Proceeds, including insurance
        Proceeds, of any and all of the foregoing and all collateral security and
        guarantees given by any Person with respect to any of the
        foregoing.  Notwithstanding the foregoing, “Non-ABL Collateral” shall
        not include any assets or property included in clause (e) of the definition
        of
“ABL Collateral” or any assets or property excluded pursuant to the terms of the
        Term Collateral Documents.  All capitalized terms used in this
        definition and not defined elsewhere in this Agreement have the meanings
        assigned to them in the New York UCC.

       

      “Obligations”
        means (a) the due and punctual payment by the Borrower of (i) the
        principal of and interest (including interest accruing during the pendency
        of
        any bankruptcy, insolvency, receivership or other similar proceeding, regardless
        of whether allowed or allowable in such proceeding) on the Loans, when and
        as
        due, whether at maturity, by acceleration, upon one or more dates set for
        prepayment or otherwise, (ii) each payment required to be made by the
        Borrower under any Loan Document in respect of any Letter of Credit, when
        and as
        due, including payments in respect of reimbursement of LC Disbursements,
        interest thereon (including interest accruing during the pendency of any
        bankruptcy, insolvency, receivership or other similar proceeding, regardless
        of
        whether allowed or allowable in such proceeding) and obligations to provide
        cash
        collateral and (iii) all other monetary obligations of the Borrower to any
        of the Secured Parties under the Credit Agreement and each of the other Loan
        Documents, including expense reimbursement obligations and indemnification
        obligations, whether primary, secondary, direct, contingent, fixed or otherwise
        (including monetary obligations incurred, and any interest thereon accruing,
        during the pendency of any bankruptcy, insolvency, receivership or other
        similar
        proceeding, regardless of whether allowed or allowable in such proceeding),
        (b) the due and punctual payment of all the monetary obligations of each
        other Loan Party under or pursuant to the Credit Agreement and each of the
        other
        Loan Documents (including monetary obligations incurred, and any 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      interest
        thereon accruing, during the pendency of any bankruptcy, insolvency,
        receivership or other similar proceeding, regardless of whether allowed or
        allowable in such proceeding), (c) the due and punctual payment and
        performance of all monetary obligations of each Loan Party under each Swap
        Contract with a counterparty that is a Lender Party (whether such Swap Contract
        is in effect on the Closing Date or entered into after the Closing Date),
        other
        than any such Swap Contract with respect to which the Lender Party that is
        the
        counterparty thereto shall have agreed in writing that such Swap Contract
        shall
        be deemed not to be a “Swap Contract” for purposes of this clause (c) (a copy of
        such writing to be delivered to the Collateral Agent), and (d) the due and
        punctual payment and performance of all monetary obligations of each Loan
        Party
        to any Lender Party in respect of cash management services (including treasury,
        depository, overdraft, credit or debit card (including non-card e-payable
        services), electronic funds transfer and other cash management arrangements)
        (other than cash management services provided after (i) the principal of
        each Loan and all LC Disbursements, interest and fees payable under the Credit
        Agreement have been paid in full, (ii) all Commitments under the Credit
        Agreement have been reduced to zero and (iii) no LC Issuer shall have any
        obligation to issue Letters of Credit under the Credit Agreement and no Letter
        of Credit shall be outstanding (other than any Letter of Credit the obligations
        under which have been cash collateralized in full or supported in full by
        letters of credit of other banks naming the applicable LC Issuer as the
        beneficiary, in each case, in a manner satisfactory to the applicable LC
        Issuer)).

       

      “Patent
        License” means any written agreement, now or hereafter in effect,
        granting to any third party any right to make, use or sell any invention
        on
        which a patent, now or hereafter owned by any Loan Party or that any Loan
        Party
        otherwise has the right to license, is in existence, or granting to any Loan
        Party any right to make, use or sell any invention on which a patent, now
        or
        hereafter owned by any third party, is in existence, and all rights of any
        Loan
        Party under any such agreement.

       

      “Patents”
        means all of the following now owned or hereafter acquired by any Loan
        Party:  (a) all letters patent of the United States or the
        equivalent thereof in any other country, all registrations and recordings
        thereof, and all applications for letters patent of the United States or
        the equivalent thereof in any other country, including registrations, recordings
        and pending applications in the United States Patent and Trademark Office
        or any similar offices in any other country and (b) all reissues,
        continuations, divisions, continuations-in-part, renewals or extensions thereof,
        and the inventions disclosed or claimed therein, including the right to make,
        use and/or sell the inventions disclosed or claimed therein.

       

      “Perfection
        Certificate” means a certificate substantially in the form of
        Exhibit II, completed and supplemented with the schedules and attachments
        contemplated thereby, and duly executed by a Responsible Officer of the
        Borrower.

       

      “Proceeds”
        has the meaning assigned to such term in Section 9-102 of the New York
        UCC.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      “Secured
        Parties” means (a) the Lenders, (b) the Administrative
        Agent, (c) the Collateral Agent, (d) the Syndication Agent,
        (e) the Arrangers, (f) the LC Issuers, (g) the Lender Parties to
        whom any of the Obligations are owed and (h) the permitted successors and
        assigns of each of the foregoing.

       

      “Security
        Interest” has the meaning assigned to such term in
        Section 3.01(a).

       

      “Subsidiary
        Loan Parties” means (a) the Subsidiaries identified on
        Schedule I and (b) each other Subsidiary that becomes a party to this
        Agreement as a Subsidiary Loan Party after the Closing Date.

       

      “Term
        Collateral Documents” has the meaning assigned to such term in the
        ABL Intercreditor Agreement.

       

      “Term
        Liens” has the meaning assigned to such term in the ABL
        Intercreditor Agreement.

       

      “Trademark
        License” means any written agreement, now or hereafter in effect,
        granting to any third party any right to use any trademark now or hereafter
        owned by any Loan Party or that any Loan Party otherwise has the right to
        license, or granting to any Loan Party any right to use any trademark now
        or
        hereafter owned by any third party, and all rights of any Loan Party under
        any
        such agreement.

       

      “Trademarks”
        means all of the following now owned or hereafter acquired by any Loan
        Party:  (a) all trademarks, service marks, trade names, corporate
        names, company names, business names, fictitious business names, trade styles,
        trade dress, logos, other source or business identifiers and other general
        intangibles of like nature, now existing or hereafter adopted or acquired,
        all
        registrations and recordings thereof, and all registration and recording
        applications filed in connection therewith, including registrations and
        registration applications in the United States Patent and Trademark Office
        or any similar offices in any State of the United States or any other
        country or any political subdivision thereof, and all extensions or renewals
        thereof and (b) all goodwill associated therewith or symbolized
        thereby.

       

      ARTICLE
        II


       

      Guarantee

       

      SECTION
        2.01.  Guarantee.  Each
        Loan Party unconditionally guarantees, jointly with the other Loan Parties
        and
        severally, as a primary obligor and not merely as a surety, the due and punctual
        payment of the Obligations.  Each Loan Party further agrees that the
        Obligations may be extended or renewed, in whole or in part, or amended or
        modified, without notice to or further assent from it, and that it will remain
        bound upon its guarantee notwithstanding any extension or renewal, or amendment
        or modification, of any Obligation.  Each Loan Party waives
        presentment to, demand of payment from and protest to the Borrower or any
        other
        Loan Party of any of the Obligations, and also waives notice of acceptance
        of
        its guarantee and notice of protest for nonpayment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      SECTION
        2.02.  Guarantee of
        Payment.  Each Loan Party further agrees that its guarantee
        hereunder constitutes a guarantee of payment when due and not of collection,
        and
        waives any right to require that any resort be had by the Collateral Agent
        or
        any other Secured Party to any security held for the payment of the Obligations
        or to any balance of any deposit account or credit on the books of the
        Collateral Agent or any other Secured Party in favor of the Borrower or any
        other Person.

       

      SECTION
        2.03.  No
        Limitations.  (a) Except for termination of a Loan Party’s
        obligations hereunder as expressly provided in Section 6.13, the
        obligations of each Loan Party hereunder shall not be subject to any reduction,
        limitation, impairment or termination for any reason, including any claim
        of
        waiver, release, surrender, alteration or compromise of any Obligations,
        and
        shall not be subject to any defense or set-off, counterclaim, recoupment
        or
        termination whatsoever by reason of the invalidity, illegality or
        unenforceability of the Obligations or otherwise.  Without limiting
        the generality of the foregoing, the obligations of each Loan Party hereunder
        shall not be discharged or impaired or otherwise affected by (i) the
        failure of the Collateral Agent or any other Secured Party to assert any
        claim
        or demand or to enforce any right or remedy under the provisions of any Loan
        Document or otherwise; (ii) any rescission, waiver, amendment or
        modification of, or any release from any of the terms or provisions of, any
        Loan
        Document or any other agreement, including with respect to any other Loan
        Party
        under this Agreement; (iii) the release of, or any impairment of or failure
        to perfect any Lien on or security interest in, any security held by the
        Collateral Agent or any other Secured Party for the Obligations or any of
        them;
        (iv) any default, failure or delay, wilful or otherwise, in the performance
        of the Obligations; or (v) any other act or omission that may or might in
        any manner or to any extent vary the risk of any Loan Party or otherwise
        operate
        as a discharge of any Loan Party as a matter of law or equity (other than
        the
        indefeasible payment in full in cash of all the Obligations).  Each
        Loan Party expressly authorizes the Secured Parties to take and hold security
        in
        accordance with the terms of this Agreement and the other Loan Documents
        for the
        payment and performance of the Obligations, to exchange, waive or release
        any or
        all such security (with or without consideration), to enforce or apply such
        security and direct the order and manner of any sale thereof in their sole
        discretion or to release or substitute any one or more other Loan Parties
        or
        obligors upon or in respect of the Obligations, all without affecting the
        obligations of any Loan Party hereunder.

       

      (b)  To
        the fullest extent permitted by applicable Law, each Loan Party waives any
        defense based on or arising out of any defense of the Borrower or any other
        Loan
        Party or the unenforceability of the Obligations or any part thereof from
        any
        cause, or the cessation from any cause of the liability of the Borrower or
        any
        other Loan Party, other than the indefeasible payment in full in cash of
        all the
        Obligations.  The Collateral Agent and the other Secured Parties may,
        at their election, foreclose on any security held by one or more of them
        in
        accordance with the terms of this Agreement and the other Loan Documents
        by one
        or more judicial or nonjudicial sales, accept an assignment of any such security
        in lieu of foreclosure, compromise or adjust any part of the Obligations,
        make
        any other accommodation with the Borrower or any other Loan Party or exercise
        any other right or remedy available to them against the Borrower or any other
        Loan Party, without affecting or impairing in any way the liability of any
        Loan
        Party hereunder 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      except
        to the extent the Obligations have been fully and indefeasibly paid in full
        in
        cash.  To the fullest extent permitted by applicable Law, each Loan
        Party waives any defense arising out of any such election even though such
        election operates, pursuant to applicable Law, to impair or to extinguish
        any
        right of reimbursement or subrogation or other right or remedy of such Loan
        Party against the Borrower or any other Loan Party, as the case may be, or
        any
        security.

       

      SECTION
        2.04.  Reinstatement.  Each Loan Party agrees
        that its guarantee hereunder shall continue to be effective or be reinstated,
        as
        the case may be, if at any time payment, or any part thereof, of any Obligation
        is rescinded or must otherwise be restored by the Collateral Agent or any
        other
        Secured Party upon the bankruptcy or reorganization of the Borrower, any
        other
        Loan Party or otherwise.

       

      SECTION
        2.05.  Agreement to Pay;
        Subrogation.  In furtherance of the foregoing and not in
        limitation of any other right that the Collateral Agent or any other Secured
        Party has at law or in equity against any Loan Party by virtue hereof, upon
        the
        failure of the Borrower or any other Loan Party to pay any Obligation when
        and
        as the same shall become due, whether at maturity, by acceleration, after
        notice
        of prepayment or otherwise, each Loan Party hereby promises to and will
        forthwith pay, or cause to be paid, to the Collateral Agent for distribution
        to
        the applicable Secured Parties in cash the amount of such unpaid
        Obligation.  Upon payment by any Loan Party of any sums to the
        Collateral Agent as provided above, all rights of such Loan Party against
        the
        Borrower or any other Loan Party arising as a result thereof by way of right
        of
        subrogation, contribution, reimbursement, indemnity or otherwise shall in
        all
        respects be subject to Article V.

       

      SECTION
        2.06.  Information.  Each
        Loan Party assumes all responsibility for being and keeping itself informed
        of
        the Borrower’s and each other Loan Party’s financial condition and assets, and
        of all other circumstances bearing upon the risk of nonpayment of the
        Obligations and the nature, scope and extent of the risks that such Loan
        Party
        assumes and incurs hereunder, and agrees that neither the Collateral Agent
        nor
        any of the other Secured Parties will have any duty to advise such Loan Party
        of
        information known to it or any of them regarding such circumstances or
        risks.

       

      ARTICLE
        III


       

      Security
        Interests in Personal Property

       

      SECTION
        3.01.  Security
        Interest.  (a) As security for the payment in full of the
        Obligations, each Loan Party hereby pledges to the Collateral Agent, its
        successors and assigns, for the benefit of the Secured Parties, and hereby
        grants to the Collateral Agent, its successors and assigns, for the benefit
        of
        the Secured Parties, a security interest (the “Security
        Interest”) in, all right, title or interest in, to and under any
        and all of the ABL Collateral now owned or at any time hereafter acquired
        by
        such Loan Party or in which such Loan Party now has or at any time in the
        future
        may acquire any right, title or interest.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      (b)  Each
        Loan Party hereby irrevocably authorizes the Collateral Agent at any time
        and
        from time to time to file in any relevant jurisdiction any initial financing
        statements with respect to the ABL Collateral or any part thereof and
        amendments thereto and continuations thereof that contain the information
        required by Article 9 of the Uniform Commercial Code of each applicable
        jurisdiction for the filing of any financing statement or amendment, including
        whether such Loan Party is an organization, the type of organization and
        any
        organizational identification number issued to such Loan Party.  Each
        Loan Party agrees to provide such information to the Collateral Agent promptly
        upon request.  Without limiting the foregoing, each Loan Party hereby
        irrevocably authorizes the Collateral Agent at any time and from time to
        time to
        file in any relevant jurisdiction financing statements that describe the
        ABL
        Collateral as “all assets, whether now owned or hereafter acquired” of such Loan
        Party, or words of similar effect as being of an equal or lesser scope or
        with
        greater detail.  Each Loan Party also ratifies its authorization for
        the Collateral Agent to file in any relevant jurisdiction any initial financing
        statements or amendments thereto if filed prior to the date hereof.

       

      (c)  The
        Security Interest is granted as security only and shall not subject the
        Collateral Agent or any other Secured Party to, or in any way alter or modify,
        any obligation or liability of any Loan Party with respect to or arising
        out of
        the ABL Collateral (other than the duties expressly created
        hereunder).

       

      SECTION
        3.02.  Representations and
        Warranties.  The Loan Parties jointly and severally represent and
        warrant to the Collateral Agent and the other Secured Parties that:

       

      (a)  Each
        Loan Party has good and valid rights in and title to the ABL Collateral
        with respect to which it has purported to grant a Security Interest hereunder
        and has full power and authority to grant to the Collateral Agent, for the
        benefit of the Secured Parties, the Security Interest in such
        ABL Collateral pursuant hereto and to execute, deliver and perform its
        obligations in accordance with the terms of this Agreement, without the consent
        or approval of any other Person other than any consent or approval that has
        been
        obtained, except to the extent that the failure to have such rights, title,
        power or authority could not, individually or in the aggregate, reasonably
        be
        expected to have a Material Adverse Effect.

       

      (b)  The
        Perfection Certificate has been duly prepared, completed and executed and
        the
        information set forth therein, including the exact legal name and place of
        organization of each Loan Party, is correct and complete as of the Closing
        Date.  The Uniform Commercial Code financing statements prepared by
        the Collateral Agent based upon the information provided to the Collateral
        Agent
        in the Perfection Certificate for filing in each governmental, municipal
        or
        other office specified in Schedules 2A and 2B to the Perfection Certificate
        (or
        specified by notice from the Borrower to the Collateral Agent after the Closing
        Date in the case of filings, recordings or registrations required by
        Section 6.13 of the Credit Agreement), are all the filings, recordings and
        registrations that are necessary to publish notice of, perfect and protect
        the
        validity of and to establish a legal, valid and perfected security interest
        in
        favor of the Collateral Agent, for the benefit of the Secured Parties, in
        respect of all ABL Collateral in which the Security Interest
        may  

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      be
        perfected by filing, recording or registration in the United States (or any
        political subdivision thereof) and its territories and possessions, and no
        further or subsequent filing, refiling, recording, rerecording, registration
        or
        reregistration is necessary in any such jurisdiction, except as provided
        under
        applicable Law with respect to the filing of continuation
        statements.

       

      (c)  The
        Security Interest constitutes (i) a legal and valid security interest in
        all the ABL Collateral securing the payment of the Obligations and
        (ii) subject to the filings described in Section 3.02(b), a perfected
        security interest in all ABL Collateral in which a security interest may be
        perfected by filing, recording or registering a financing statement or analogous
        document in the United States (or any political subdivision thereof) and
        its territories and possessions pursuant to the Uniform Commercial Code or
        other
        applicable Law in such jurisdictions.  The Security Interest is and
        shall be prior to any other Lien on any of the ABL Collateral, other than
        Permitted Liens (but not Term Liens) that have priority as a matter of
        law.

       

      (d)  The
        ABL Collateral is owned by the Loan Parties free and clear of any Lien,
        except for Permitted Liens.  None of the Loan Parties has filed or
        consented to the filing of (i) any financing statement or analogous
        document under the Uniform Commercial Code or any other applicable Law covering
        any ABL Collateral or (ii) any assignment in which any Loan Party
        assigns any ABL Collateral or any security agreement or similar instrument
        covering any ABL Collateral with any foreign governmental, municipal or
        other office, which financing statement or analogous document, assignment,
        security agreement or similar instrument is still in effect, except, in each
        case, for Permitted Liens.

       

      SECTION
        3.03.  Covenants.  (a)
        Each Loan Party agrees to maintain, at its own cost and expense, such complete
        and accurate records with respect to the ABL Collateral owned by it as is
        consistent with its current practices and its reasonable business judgment,
        and,
        at such time or times as the Collateral Agent may reasonably request, promptly
        to prepare and deliver to the Collateral Agent an updated schedule in form
        and
        detail reasonably satisfactory to the Collateral Agent showing the identity,
        amount and location of any and all ABL Collateral.

       

      (b)  Each
        Loan Party shall, at its own expense, take any and all actions consistent
        with
        its current practices and its reasonable business judgment to defend title
        to
        the ABL Collateral against all Persons and to defend the Security Interest
        of the Collateral Agent in the ABL Collateral and the priority thereof
        against any Lien that is not a Permitted Lien.

       

      (c)  Each
        Loan Party agrees, at its own expense, to execute, acknowledge, deliver and
        cause to be duly filed all such further instruments and documents and take
        all
        such actions as the Collateral Agent may from time to time reasonably request
        to
        better assure, preserve, protect and perfect the Security Interest and the
        rights and remedies created hereby, including the payment of any fees and
        taxes
        required in connection with the execution and delivery of this Agreement,
        the
        granting of the Security Interest and the filing of any financing statements
        or
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      therewith.  If
        any amount payable under or in connection with any of the ABL Collateral
        shall be or become evidenced by any promissory note or other instrument,
        such
        note or instrument shall be promptly pledged and delivered to the Collateral
        Agent, duly endorsed in a manner reasonably satisfactory to the Collateral
        Agent.

       

      (d)  Upon
        the occurrence and during the continuance of an Event of Default, the Collateral
        Agent and such Persons as the Collateral Agent may reasonably designate shall
        have the right to inspect the ABL Collateral, all records related thereto
        (and to make extracts and copies from such records) and the premises upon
        which
        any of the ABL Collateral is located, to discuss the Loan Parties’ affairs
        with the officers of the Loan Parties and their independent accountants and
        to
        verify under reasonable procedures, in accordance with Section 6.11 of the
        Credit Agreement, the validity, amount, quality, quantity, value, condition
        and
        status of, or any other matter relating to, the ABL Collateral.  In
        the case of Accounts or other ABL Collateral in the possession of any third
        Person, the Collateral Agent and such Persons as the Collateral Agent may
        reasonably designate shall have the right to verify, at any time, the validity,
        amount, quality, quantity, value, condition and status thereof by contacting
        Account Debtors or the third Person possessing such ABL Collateral for the
        purpose of making such a verification.  The Loan Parties shall be
        required to pay all reasonable out-of-pocket costs and expenses incurred
        by the
        Collateral Agent or any other Person in connection with any inspection or
        verification referred to in this paragraph.

       

      (e)  At
        its option, the Collateral Agent may discharge past due taxes, assessments,
        charges, fees, Liens, security interests or other encumbrances at any time
        levied or placed on the ABL Collateral and not permitted pursuant to
        Section 7.01 of the Credit Agreement, may obtain insurance and may pay for
        the maintenance and preservation of the ABL Collateral to the extent any
        Loan Party fails to do so as required by the Credit Agreement or this Agreement,
        and each Loan Party jointly and severally agrees to reimburse the Collateral
        Agent on demand for any payment made or any expense incurred by the Collateral
        Agent pursuant to the foregoing authorization; provided that nothing in
        this paragraph shall be interpreted as excusing any Loan Party from the
        performance of, or imposing any obligation on the Collateral Agent or any
        Secured Party to cure or perform, any covenants or other promises of any
        Loan
        Party with respect to taxes, assessments, charges, fees, Liens, security
        interests, insurance or other encumbrances and maintenance as set forth herein
        or in the other Loan Documents.

       

      (f)  If
        at any time any Loan Party shall take a security interest in any property
        with a
        value in excess of $1,000,000 in the aggregate of an Account Debtor or any
        other
        Person to secure payment and performance of an Account, such Loan Party shall
        promptly assign such security interest to the Collateral Agent, for the benefit
        of the Secured Parties.  Such assignment need not be filed of public
        record unless necessary to continue the perfected status of the security
        interest against creditors of and transferees from the Account Debtor or
        other
        Person granting the security interest.

       

      (g)  Each
        Loan Party shall remain liable to observe and perform all the conditions
        and
        obligations to be observed and performed by it under each contract, agreement
        or
        instrument relating to the ABL Collateral, all in accordance with the terms


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      and
        conditions thereof, and the Loan Parties jointly and severally
        agree to indemnify and hold harmless the Collateral Agent and the other Secured
        Parties from and against any and all liability for such performance.

       

      (h)  If
        and to the extent requested by the Collateral Agent, each Loan Party agrees
        that
        it shall notify each warehouseman, agent, bailee or processor that possesses
        or
        controls any Inventory of such Loan Party of the Security Interest and shall
        use
        its commercially reasonable efforts to obtain from such warehouseman, agent,
        bailee or processor an acknowledgement in writing, in form and substance
        reasonably satisfactory to the Collateral Agent, that such warehouseman,
        agent,
        bailee or processor holds such Inventory for the benefit of the Collateral
        Agent
        subject to the Security Interest and shall act upon the instructions of the
        Collateral Agent without further consent from any Loan Party, and that such
        warehouseman, agent, bailee or processor further agrees to fully subordinate
        any
        Lien held by it with respect to such Inventory, whether arising by operation
        of
        Law or otherwise, to the Security Interest.

       

      (i)  None
        of the Loan Parties will, without the Collateral Agent’s prior written consent,
        grant any extension of the time of payment of any Accounts included in the
        ABL Collateral, compromise, compound or settle the same for less than the
        full amount thereof, release, wholly or partly, any Person liable for the
        payment thereof or grant any credit, discount or allowance whatsoever thereon,
        other than extensions, compromises, settlements, releases, credits, discounts
        or
        allowances granted or made in the ordinary course of business and consistent
        with its current practices and in accordance with such prudent and standard
        practice used in industries that are the same as or similar to those in which
        such Loan Party is engaged.  Upon the occurrence and during the
        continuance of an Event of Default, the Collateral Agent shall, at its option,
        have the exclusive right to settle, adjust or compromise any claim, offset,
        counterclaim or dispute with Account Debtors or grant any credits, discounts
        or
        allowances.

       

      (j)  The
        Loan Parties, at their own expense, shall maintain or cause to be maintained
        insurance covering physical loss or damage to the Inventory in accordance
        with
        the requirements set forth in Section 6.08 of the Credit
        Agreement.  Each Loan Party shall use its commercially reasonable
        efforts to cause any fire and extended coverage insurance policies
        maintained by it with respect to any ABL Collateral to be endorsed or
        otherwise amended to include a lenders’ loss payable clause in favor of the
        Collateral Agent and to provide that it shall not be canceled, modified or
        not
        renewed except upon not less than 10 days’ prior written notice thereof by the
        insurer to the Collateral Agent.  Each Loan Party irrevocably makes,
        constitutes and appoints the Collateral Agent (and all officers, employees
        or
        agents designated by the Collateral Agent) as such Loan Party’s true and lawful
        agent (and attorney-in-fact) for the purpose, during the continuance of an
        Event
        of Default, of making, settling and adjusting claims in respect of
        ABL Collateral under policies of insurance, endorsing the name of such Loan
        Party on any check, draft, instrument or other item of payment for the proceeds
        of such policies of insurance and for making all determinations and decisions
        necessary with respect thereto.  In the event that any Loan Party at
        any time or times shall fail to obtain or maintain any of the policies of
        insurance required hereby or to pay any premium in whole or part relating
        thereto, the Collateral Agent may, without waiving or releasing any obligation
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      Parties
        hereunder or any Event of Default, in its sole discretion, obtain and maintain
        such policies of insurance and pay such premium and take any other actions
        with
        respect thereto as the Collateral Agent deems advisable.  All sums
        disbursed by the Collateral Agent in connection with this paragraph, including
        reasonable out-of-pocket attorneys’ fees, court costs, expenses and other
        charges relating thereto, shall be payable, upon demand, by the Loan Parties
        to
        the Collateral Agent and shall be additional Obligations secured
        hereby.

       

      (k)  Each
        Loan Party shall maintain customary and prudent records of its Chattel Paper
        and
        its books, records and documents evidencing or pertaining thereto.

       

      SECTION
        3.04.  Other Actions.  In
        order to further ensure the attachment, perfection and priority of, and the
        ability of the Collateral Agent to enforce, the Security Interest, each Loan
        Party agrees, in each case at such Loan Party’s own expense, to take the
        following actions with respect to the following
        ABL Collateral:

       

      (a)
        Instruments.  If any Loan Party shall at any time hold or
        acquire any Instruments that constitute ABL Collateral, such Loan Party
        shall promptly endorse, assign and deliver the same to the Collateral Agent,
        accompanied by such undated instruments of endorsement, transfer or assignment
        duly executed in blank as the Collateral Agent may from time to time reasonably
        request.

       

      (b)
        Deposit Accounts.  For each Deposit Account that any Loan
        Party at any time opens or maintains, such Loan Party shall either
        (i) cause the depositary bank to agree to comply with instructions from the
        Collateral Agent to such depositary bank directing the disposition of funds
        from
        time to time credited to such Deposit Account, without further consent of
        such
        Loan Party or any other Person, pursuant to an agreement reasonably satisfactory
        to the Collateral Agent, or (ii) arrange for the Collateral Agent to become
        the customer of the depositary bank with respect to the Deposit Account,
        with
        the Loan Party being permitted, only with the consent of the Collateral Agent,
        to exercise rights to withdraw funds from such Deposit Account.  The
        Collateral Agent agrees with each Loan Party that the Collateral Agent shall
        not
        give any such instructions or withhold any withdrawal rights from any Loan
        Party
        except during the continuance of an Availability Triggering Event or if an
        Event
        of Default has occurred and is continuing or, after giving effect to any
        withdrawal, would occur. The provisions of this paragraph
        shall not apply to (A) Deposit Accounts for which the Collateral Agent is
        the depositary bank and (B) any Deposit Account the average daily balance
        in which does not exceed $1,000,000 for any such account individually, and
        $5,000,000 for all such accounts in the aggregate, at any time.

       

      (c)
        Investment Property. If any Investment Property now or hereafter
        acquired by any Loan Party is held by such Loan Party or its nominee through
        a
        securities intermediary, and such Investment Property constitutes ABL
        Collateral, such Loan Party shall immediately notify the Collateral Agent
        thereof and, at the Collateral Agent’s request and option, pursuant to an
        agreement in form and substance reasonably satisfactory to the Collateral
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      commercially
        reasonable efforts to cause such securities intermediary to agree to comply
        with
        entitlement orders or other instructions from the Collateral Agent to such
        securities intermediary as to such security entitlements without further
        consent
        of any Loan Party or such nominee, or (ii) in the case of Financial Assets
        or other Investment Property held through a securities intermediary, use
        commercially reasonable efforts to arrange for the Collateral Agent to become
        the entitlement holder with respect to such Investment Property, with the
        Loan
        Party being permitted, only with the consent of the Collateral Agent, to
        exercise rights to withdraw or otherwise deal with such Investment
        Property.  The Collateral Agent agrees with each of the Loan Parties
        that the Collateral Agent shall not give any such entitlement orders or
        instructions or directions to any such issuer or securities intermediary,
        and
        shall not withhold its consent to the exercise of any withdrawal or dealing
        rights by any Loan Party, except during the continuance of an Availability
        Triggering Event or if an Event of Default has occurred and is continuing
        or,
        after giving effect to any such investment and withdrawal rights, would
        occur.  The provisions of this paragraph shall not apply to
        (A) any Financial Assets credited to a securities account for which the
        Collateral Agent is the securities intermediary and (B) any securities
        account the value of securities or other Investment Property in which does
        not
        exceed $1,000,000 for any such account individually, and $5,000,000 for all
        such
        accounts in the aggregate, at any time.

       

      (d)
        Electronic Chattel Paper and Transferable Records. If any Loan Party at
        any time holds or acquires an interest in any electronic chattel paper or
        any
“transferable record,” as that term is defined in Section 201 of the
        Federal Electronic Signatures in Global and National Commerce Act, or in
        Section 16 of the Uniform Electronic Transactions Act as in effect in any
        relevant jurisdiction of an amount in excess of $1,000,000, such Loan Party
        shall promptly notify the Collateral Agent thereof and, at the request of
        the
        Collateral Agent, shall take such action as the Collateral Agent may reasonably
        request to vest in the Collateral Agent control under New York UCC
        Section 9-105 of such electronic chattel paper or control under
        Section 201 of the Federal Electronic Signatures in Global and National
        Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
        Transactions Act, as so in effect in such jurisdiction, of such transferable
        record.  The Collateral Agent agrees with such Loan Party that the
        Collateral Agent will arrange, pursuant to procedures reasonably satisfactory
        to
        the Collateral Agent and so long as such procedures will not result in the
        Collateral Agent’s loss of control, for the Loan Party to make alterations to
        the electronic chattel paper or transferable record permitted under UCC
        Section 9-105 or, as the case may be, Section 201 of the Federal
        Electronic Signatures in Global and National Commerce Act or Section 16 of
        the Uniform Electronic Transactions Act for a party in control to allow without
        loss of control, unless an Event of Default has occurred and is continuing
        or
        would occur after taking into account any action by such Loan Party with
        respect
        to such electronic chattel paper or transferable record.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      (e)
        Letter-of-Credit Rights.  If any Loan Party is at any time a
        beneficiary under a letter of credit now or hereafter issued in favor of
        such
        Loan Party in a face amount in excess of $1,000,000, and such letter of credit
        constitutes ABL Collateral, such Loan Party shall promptly notify the
        Collateral Agent thereof and, at the request and option of the Collateral
        Agent,
        such Loan Party shall, pursuant to an agreement in form and substance reasonably
        satisfactory to the Collateral Agent, either (i) use commercially
        reasonable efforts to arrange for the issuer and any confirmer of such letter
        of
        credit to consent to an assignment to the Collateral Agent of the proceeds
        of
        any drawing under such letter of credit or (ii) use commercially reasonable
        efforts to arrange for the Collateral Agent to become the transferee beneficiary
        of such letter of credit, with the Collateral Agent agreeing, in each case,
        that
        the proceeds of any drawing under such letter of credit are to be paid to
        the
        applicable Loan Party unless an Event of Default has occurred or is
        continuing.

       

      ARTICLE
        IV

       

      Remedies

       

      SECTION
        4.01.  Remedies Upon
        Default.  Upon the occurrence and during the continuance of an
        Event of Default, each Loan Party agrees to deliver, on demand, each item
        of
        ABL Collateral to the Collateral Agent or any Person designated by the
        Collateral Agent, and it is agreed that the Collateral Agent shall have the
        right to take possession of the ABL Collateral and without liability for
        trespass to enter any premises where the ABL Collateral may be located for
        the purpose of taking possession of or removing the ABL Collateral and,
        generally, to exercise any and all rights afforded to a secured party under
        the
        Uniform Commercial Code or other applicable Law, in each case at the same
        or
        different times, with or without legal process and with or without prior
        notice
        or demand for performance.  Without limiting the generality of the
        foregoing, each Loan Party agrees that the Collateral Agent shall have the
        right, subject to the mandatory requirements of applicable Law, to sell or
        otherwise dispose of all or any part of the ABL Collateral at a public or
        private sale or at any broker’s board or on any securities exchange, for cash,
        upon credit or for future delivery as the Collateral Agent shall deem
        appropriate.  The Collateral Agent shall be authorized at any such
        sale of securities (if it deems it advisable to do so) to restrict the
        prospective bidders or purchasers to Persons who will represent and agree
        that
        they are purchasing the ABL Collateral for their own account for investment
        and
        not with a view to the distribution or sale thereof, and upon consummation
        of
        any such sale the Collateral Agent shall have the right to assign, transfer
        and
        deliver to the purchaser or purchasers thereof the ABL Collateral so
        sold.  Each such purchaser at any sale of ABL Collateral shall
        hold the property sold absolutely, free from any claim or right on the part
        of
        any Loan Party, and each Loan Party hereby waives (to the extent permitted
        by
        law) all rights of redemption, stay and appraisal which such Loan Party now
        has
        or may at any time in the future have under any rule of law or statute now
        existing or hereafter enacted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      The
        Collateral Agent shall give the applicable Loan Parties at least 10 days’
written notice (which each Loan Party agrees is reasonable notice within
        the
        meaning of Section 9-611 of the New York UCC or its equivalent in
        other jurisdictions) of the Collateral Agent’s intention to make any sale of
        ABL Collateral.  Such notice, in the case of a public sale, shall
        state the time and place for such sale and, in the case of a sale at a broker’s
        board or on a securities exchange, shall state the board or exchange at which
        such sale is to be made and the day on which the ABL Collateral, or portion
        thereof, will first be offered for sale at such board or
        exchange.  Any such public sale shall be held at such time or times
        within ordinary business hours and at such place or places as the Collateral
        Agent may fix and state in the notice (if any) of such sale.  At any
        such sale, the ABL Collateral, or portion thereof, to be sold may be sold
        in one lot as an entirety or in separate parcels, as the Collateral Agent
        may
        (in its sole and absolute discretion) determine.  The Collateral Agent
        shall not be obligated to make any sale of any ABL Collateral if it shall
        determine not to do so, regardless of the fact that notice of sale of such
        ABL Collateral shall have been given.  The Collateral Agent may,
        without notice or publication, 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.  In case any sale of all
        or any part of the ABL Collateral is made on credit or for future delivery,
        the ABL Collateral so sold may be retained by the Collateral Agent until
        the sale price is paid by the purchaser or purchasers thereof, but the
        Collateral Agent and the other Secured Parties shall not incur any liability
        in
        case any such purchaser or purchasers shall fail to take up and pay for the
        ABL Collateral so sold and, in case of any such failure, such
        ABL Collateral may be sold again upon like notice.  At any public
        (or, to the extent permitted by applicable Law, private) sale made pursuant
        to
        this Agreement, any Secured Party may bid for or purchase, free (to the extent
        permitted by law) from any right of redemption, stay, valuation or appraisal
        on
        the part of any Loan Party (all said rights being also hereby waived and
        released to the extent permitted by law), the ABL Collateral or any part
        thereof offered for sale and may make payment on account thereof by using
        any
        claim then due and payable to such Secured Party from any Loan Party as a
        credit
        against the purchase price, and such Secured Party may, upon compliance with
        the
        terms of sale, hold, retain and dispose of such property without further
        accountability to any Loan Party therefor.  For purposes hereof, a
        written agreement to purchase the ABL Collateral or any portion thereof
        shall be treated as a sale thereof; the Collateral Agent shall be free to
        carry
        out such sale pursuant to such agreement and no Loan Party shall be entitled
        to
        the return of the ABL Collateral or any portion thereof subject thereto,
        notwithstanding the fact that after the Collateral Agent shall have entered
        into
        such an agreement all Events of Default shall have been remedied and the
        Obligations paid in full.  As an alternative to exercising the power
        of sale herein conferred upon it, the Collateral Agent may proceed by a suit
        or
        suits at law or in equity to foreclose this Agreement and to sell the
        ABL Collateral or any portion thereof pursuant to a judgment or decree of a
        court or courts having competent jurisdiction or pursuant to a proceeding
        by a
        court-appointed receiver.  Any sale pursuant to the provisions of this
        Section 4.01 shall be deemed to conform to the commercially reasonable
        standards as provided in Section 9-610(b) of the New York UCC or its
        equivalent in other jurisdictions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      SECTION
        4.02.  Application of
        Proceeds.  The Collateral Agent shall apply the proceeds of any
        collection or sale of ABL Collateral, including any ABL Collateral
        consisting of cash, as follows:

       

      FIRST,
        to the payment of all Obligations consisting of (a) fees due under
        the
        Credit Agreement (including fees under Section 2.10 of the Credit Agreement),
        (b) costs and expenses incurred by the Collateral Agent in connection with
        such
        collection or sale or otherwise in connection with this Agreement, any other
        Loan Document or any of the Obligations, including all court costs and the
        reasonable out-of-pocket fees and expenses of its agents and legal counsel,
        the
        repayment of all advances made by the Collateral Agent hereunder or under
        any
        other Loan Document on behalf of any Loan Party and any other costs or expenses
        incurred in connection with the exercise of any right or remedy hereunder
        or
        under any other Loan Document and (c) all other obligations in the nature
        of
        indemnification and reimbursement of costs and expenses (including obligations
        under Section 10.04 of the Credit Agreeement and Section 6.03 of this
        Agreement), with the amounts referred to in this clause FIRST so applied
        to be
        distributed among the Secured Parties entitled thereto pro rata in accordance
        with the amounts of such Obligations owed to them on the date of any such
        distribution;

       

      SECOND,
        to the payment of all Obligations consisting of interest (including interest
        accruing during the pendency of any bankruptcy, insolvency, receivership
        or
        other similar proceeding, regardless of whether allowed or allowable in such
        proceeding) on the Loans (including Special Agent Loans), with the amounts
        so
        applied to be distributed among the Secured Parties entitled thereto pro
        rata in
        accordance with the amounts of such interest owed to them on the date of
        any
        such distribution;

       

      THIRD,
        to the payment in full of the aggregate principal amount of all the Special
        Agent Loans;

       

      FOURTH,
        to the payment in full of the aggregate principal amount of all the Swingline
        Loans;

       

      FIFTH,
        to the payment in full of the aggregate principal amount of all other Loans,
        with the amounts so applied to be distributed among the Secured Parties entitled
        thereto pro rata in accordance with the amounts of such principal owed to
        them
        on the date of any such distribution;

       

      SIXTH,
        to the payment (or, in the case of outstanding Letters of Credit, cash
        collateralization) in full of all the Obligations not referred to in clauses
        FIRST through FIFTH above or clause SEVENTH below, with the amounts so applied
        to be distributed among the Secured Parties entitled thereto pro rata in
        accordance with the amounts of such Obligations owed to them on the date
        of any
        such distribution;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      SEVENTH,
        to the payment in full of all the Obligations referred to in clauses (c)
        and (d) of the definition of the term “Obligations”, the amounts so applied to
        be distributed among the Secured Parties entitled thereto pro rata in accordance
        with the amounts of such Obligations owed to them on the date of any such
        distribution; and

       

      EIGHTH,
        to the Loan Parties, their successors or assigns, or as a court of
        competent jurisdiction may otherwise direct.

       

      The
        Collateral Agent shall have absolute discretion as to the time of application
        of
        any such proceeds, moneys or balances in accordance with this
        Agreement.  Upon any sale of ABL Collateral by the Collateral
        Agent (including pursuant to a power of sale granted by statute or under
        a
        judicial proceeding), the receipt of the Collateral Agent or of the officer
        making the sale shall be a sufficient discharge to the purchaser or purchasers
        of the ABL Collateral so sold and such purchaser or purchasers shall not be
        obligated to see to the application of any part of the purchase money paid
        over
        to the Collateral Agent or such officer or be answerable in any way for the
        misapplication thereof.

       

      ARTICLE
        V


       

      Indemnity,
        Subrogation and Subordination

       

      SECTION
        5.01.  Indemnity and
        Subrogation.  In addition to all such rights of indemnity and
        subrogation as the Loan Parties may have under applicable Law (but subject
        to
        Section 5.03), the Borrower agrees that (a) in the event a payment of
        an Obligation of the Borrower shall be made by any Subsidiary Loan Party
        under
        this Agreement, the Borrower shall indemnify such Subsidiary Loan Party for
        the
        full amount of such payment and such Subsidiary Loan Party shall be subrogated
        to the rights of the Person to whom such payment shall have been made to
        the
        extent of such payment and (b) in the event any assets of any Subsidiary
        Loan Party shall be sold pursuant to this Agreement or any other Security
        Document to satisfy in whole or in part an obligation of the Borrower owed
        to
        any Secured Party, the Borrower shall indemnify such Subsidiary Loan Party
        in an
        amount equal to the greater of the book value or the fair market value of
        the
        assets so sold.

       

      SECTION
        5.02.  Contribution and
        Subrogation.  Each Subsidiary Loan Party (a
“Contributing Party”) agrees (subject to
        Section 5.03) that, in the event a payment shall be made by any other
        Subsidiary Loan Party hereunder in respect of any Obligation or assets of
        any
        other Subsidiary Loan Party shall be sold pursuant to any Security Document
        to
        satisfy any Obligation (other, in each case, than an Obligation for the
        incurrence of which such other Subsidiary Loan Party received fair and adequate
        consideration) and such other Subsidiary Loan Party (the “Claiming
        Party”) shall not have been fully indemnified by the Borrower as
        provided in Section 5.01, the Contributing Party shall indemnify the
        Claiming Party in an amount equal to the amount of such payment or the greater
        of the book value or the fair market value of such assets, as the case may
        be,
        in each case multiplied by a fraction of which the numerator shall be the
        net
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      the
        aggregate net worth of all the Subsidiary Loan Parties on the date hereof
        (or,
        in the case of any Subsidiary Loan Party becoming a party hereto pursuant
        to
        Section 6.14, the date of the supplement hereto executed and delivered by
        such Subsidiary Loan Party).  Any Contributing Party making any
        payment to a Claiming Party pursuant to this Section 5.02 shall be
        subrogated to the rights of such Claiming Party under Section 5.01 to the
        extent of such payment.

       

      SECTION
        5.03.  Subordination.  (a)
        Notwithstanding any provision of this Agreement to the contrary, all rights
        of
        the Loan Parties under Sections 5.01 and 5.02 and all other rights of
        indemnity, contribution or subrogation under applicable Law or otherwise
        shall
        be fully subordinated to the indefeasible payment in full in cash of the
        Obligations.  No failure on the part of the Borrower or any other Loan
        Party to make the payments required by Sections 5.01 and 5.02 (or any other
        payments required under applicable Law or otherwise) shall in any respect
        limit
        the obligations and liabilities of any Loan Party with respect to its
        Obligations hereunder, and each Loan Party shall remain liable for the full
        amount of the Obligations of such Loan Party hereunder.

       

      (b)  Each
        Loan Party hereby agrees that all Indebtedness and other monetary obligations
        owed by it to any other Loan Party or any other Subsidiary shall be fully
        subordinated to the indefeasible payment in full in cash of the
        Obligations.

       

      ARTICLE
        VI


       

      Miscellaneous

       

      SECTION
        6.01.  Notices.  All
        communications and notices hereunder shall (except as otherwise expressly
        permitted herein) be in writing and given as provided in Section 10.02 of
        the Credit Agreement.  All communications and notices hereunder to any
        Subsidiary Loan Party shall be given to it in care of the Borrower as provided
        in Section 10.02 of the Credit Agreement.

       

      SECTION
        6.02.  Waivers;
        Amendment.  (a) No failure or delay by the Collateral Agent, any
        other Agent, any LC Issuer or any Lender in exercising any right or power
        hereunder or under any other Loan Document shall operate as a waiver thereof,
        nor shall any single or partial exercise of any such right or power, or any
        abandonment or discontinuance of steps to enforce such a right or power,
        preclude any other or further exercise thereof or the exercise of any other
        right or power.  The rights and remedies of the Collateral Agent and
        the other Secured Parties hereunder and under the other Loan Documents are
        cumulative and are not exclusive of any rights or remedies that they would
        otherwise have.  No waiver of any provision of this Agreement or
        consent to any departure by any Loan Party therefrom shall in any event be
        effective unless the same shall be permitted by paragraph (b) of this
        Section 6.02, and then such waiver or consent shall be effective only in
        the specific instance and for the purpose for which given.  Without
        limiting the generality of the foregoing, the making of a Loan or issuance
        of a
        Letter of Credit shall not be construed as a waiver of any Default, regardless
        of whether the Collateral Agent, any other Agent, any Arranger, any Lender
        or
        any LC Issuer may have had notice or knowledge of such Default at the
        time.  No notice or demand on any Loan Party in any case shall entitle
        any Loan Party to any other or further notice or demand in similar or other
        circumstances.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      (b)  Neither
        this Agreement nor any provision hereof may be waived, amended or modified
        except pursuant to an agreement or agreements in writing entered into by
        the
        Required Lenders and the Loan Party or Loan Parties with respect to which
        such
        waiver, amendment or modification is to apply, and acknowledged by the
        Administrative Agent, subject to any consent required in accordance with
        Section 10.01 of the Credit Agreement and the other terms of such
        Section.

       

      SECTION
        6.03.  Collateral Agent’s Fees and
        Expenses; Indemnification.  (a) The parties hereto agree that the
        Collateral Agent shall be entitled to reimbursement of its expenses incurred
        hereunder as provided in Section 10.04(a) of the Credit
        Agreement.

       

      (b)  Without
        limitation of its indemnification obligations under the other Loan Documents,
        each Loan Party jointly and severally agrees to defend (subject to Indemnitees’
selection of counsel), indemnify, pay and hold harmless the Collateral Agent
        and
        the other Indemnitees (as defined in Section 10.04(b) of the Credit
        Agreement) from and against any and all Indemnified Liabilities;
provided that no Loan Party shall have any obligation to any Indemnitee
        hereunder with respect to any Indemnified Liability to the extent such
        Indemnified Liability arises from the gross negligence or wilful misconduct
        of
        such Indemnitee.  To the extent permitted by applicable Law, no Loan
        Party shall assert, and each Loan Party hereby waives, any claim against
        any
        Indemnitee, on any theory of liability, for special, indirect, consequential
        or
        punitive damages (as opposed to direct or actual damages) (whether or not
        the
        claim therefor is based on contract, tort or duty imposed by any applicable
        legal requirement) arising out of, in connection with, as a result of, or
        in any
        way related to, this Agreement or any other Loan Document, the transactions
        contemplated hereby or thereby, any Loan or the use of the proceeds thereof
        or
        any act or omission or event occurring in connection therewith, and each
        Loan
        Party hereby waives, releases and agrees not to sue upon any such claim or
        any
        such damages, whether or not accrued and whether or not known or suspected
        to
        exist in its favor.

       

      (c)  Any
        such amounts payable as provided hereunder shall be additional Obligations
        secured hereby and by the other Loan Documents.  The provisions of
        this Section 6.03 shall remain in full force and effect regardless of the
        termination of this Agreement or any other Loan Document, the consummation
        of
        the transactions contemplated hereby, the repayment of any of the Obligations,
        the invalidity or unenforceability of any term or provision of this Agreement
        or
        any other Loan Document, or any investigation made by or on behalf of the
        Collateral Agent or any other Secured Party.  All amounts due under
        this Section 6.03 shall be payable promptly after written demand
        therefor.

       

      SECTION
        6.04.  Successors and
        Assigns.  Whenever in this Agreement any of the parties hereto is
        referred to, such reference shall be deemed to include the permitted successors
        and assigns of such party; and all covenants, promises and 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      agreements
        by or on behalf of any Loan Party or the Collateral Agent that are contained
        in
        this Agreement shall bind and inure to the benefit of their respective
        successors and assigns.

       

      SECTION
        6.05.  Survival of
        Agreement.  All covenants, agreements, representations and
        warranties made by the Loan Parties in the Loan Documents and in the
        certificates or other instruments prepared or delivered in connection with
        or
        pursuant to this Agreement or any other Loan Document shall be considered
        to
        have been relied upon by the Lenders and the LC Issuers and shall survive
        the
        execution and delivery of the Loan Documents and the making of any Loans
        and
        issuance of any Letters of Credit, regardless of any investigation made by
        or on
        behalf of any Lender or any LC Issuer and notwithstanding that any Agent,
        any LC
        Issuer or any Lender may have had notice or knowledge of any Default or
        incorrect representation or warranty at the time any credit is extended under
        the Credit Agreement, and shall continue in full force and effect as long
        as the
        principal of or any accrued interest on any Loan or any fee or any other
        amount
        payable under any Loan Document is outstanding and unpaid or any Letter of
        Credit is outstanding and so long as the Commitments have not expired or
        terminated.

       

      SECTION
        6.06.  Counterparts; Effectiveness;
        Several Agreement.  This Agreement may be executed in counterparts
        (and by different parties hereto on different counterparts), each of which
        shall
        constitute an original but all of which when taken together shall constitute
        a
        single contract.  Delivery of an executed signature page to this
        Agreement by facsimile transmission or electronic transmission (pdf) shall
        be as
        effective as delivery of a manually signed counterpart of this
        Agreement.  This Agreement shall become effective as to any Loan Party
        when a counterpart hereof executed on behalf of such Loan Party shall have
        been
        delivered to the Collateral Agent and a counterpart hereof shall have been
        executed on behalf of the Collateral Agent, and thereafter shall be binding
        upon
        such Loan Party and the Collateral Agent and their respective permitted
        successors and assigns, and shall inure to the benefit of such Loan Party,
        the
        Collateral Agent and the other Secured Parties and their respective successors
        and assigns, except that no Loan Party shall have the right to assign or
        transfer its rights or obligations hereunder or any interest herein or in
        the
        ABL Collateral (and any such assignment or transfer shall be void) except
        as expressly contemplated by this Agreement or the Credit
        Agreement.  This Agreement shall be construed as a separate agreement
        with respect to each Loan Party and may be amended, modified, supplemented,
        waived or released with respect to any Loan Party without the approval of
        any
        other Loan Party and without affecting the obligations of any other Loan
        Party
        hereunder.

       

      SECTION
        6.07.  Severability.  Any
        provision of this Agreement held to be invalid, illegal or unenforceable
        in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such invalidity, illegality or unenforceability without affecting the validity,
        legality and enforceability of the remaining provisions hereof; and the
        invalidity of a particular provision in a particular jurisdiction shall not
        invalidate such provision in any other jurisdiction.  The parties
        hereto shall endeavor in good faith negotiations to replace the invalid,
        illegal
        or unenforceable provisions with valid provisions the economic effect of
        which
        comes as close as possible to that of the invalid, illegal or unenforceable
        provisions.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      SECTION
        6.08.  Right of
        Set-Off.  If an Event of Default shall have occurred and be
        continuing, each Agent, each Lender, each LC Issuer and each of their respective
        Affiliates is hereby authorized at any time and from time to time, to the
        fullest extent permitted by law, to set off and apply any and all deposits
        (general or special, time or demand, provisional or final) at any time held
        and
        other obligations at any time owing by such Agent, such Lender, such LC Issuer
        or such Affiliate to or for the credit or the account of any Loan Party against
        any of and all the Obligations of such Loan Party now or hereafter existing
        under this Agreement owed to such Agent, such Lender or such LC Issuer,
        irrespective of whether or not such Agent, such Lender or such LC Issuer
        shall
        have made any demand under this Agreement and although such obligations may
        be
        unmatured.  The rights of each Agent, each Lender, each LC Issuer and
        its Affiliates under this Section 6.08 are in addition to other rights and
        remedies (including other rights of set-off) which such Person may
        have.  For the avoidance of doubt, any payments obtained by any Lender
        pursuant to the exercise of rights under this Section 6.08 shall be subject
        to Section 2.14 of the Credit Agreement.

       

      SECTION
        6.09.  Governing Law; Jurisdiction;
        Consent to Service of Process.  (a) This Agreement shall be
        construed in accordance with and governed by the law of the State of
        New York.

       

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

       

      (c)  Each
        of the Loan Parties hereby irrevocably and unconditionally waives, to the
        fullest extent it may legally and effectively do so, any objection which
        it may
        now or hereafter have to the laying of venue of any suit, action or proceeding
        arising out of or relating to this Agreement or any other Loan Document in
        any
        court referred to in paragraph (b) of this
        Section 6.09.  Each of the parties hereto hereby irrevocably
        waives, to the fullest extent permitted by law, the defense of an inconvenient
        forum to the maintenance of such action or proceeding in any such
        court.

       

      (d)  Each
        party to this Agreement irrevocably consents to service of process in the
        manner
        provided for notices in Section 6.01.  Nothing in this Agreement
        or any other Loan Document will affect the right of any party to this Agreement
        to serve process in any other manner permitted by law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      SECTION
        6.10.  WAIVER OF JURY
        TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
        PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
        ANY
        LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
        AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
        (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY
        HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
        PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
        NOT,
        IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
        (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
        ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
        CERTIFICATIONS IN THIS SECTION 6.10.

       

      SECTION
        6.11.  Headings.  Article
        and Section headings and the Table of Contents used herein are for
        convenience of reference only, are not part of this Agreement and are not
        to
        affect the construction of, or to be taken into consideration in interpreting,
        this Agreement.

       

      SECTION
        6.12.  Security Interest
        Absolute.  All rights of the Collateral Agent hereunder, the
        Security Interest and all obligations of each Loan Party hereunder shall
        be
        absolute and unconditional irrespective of (a) any lack of validity or
        enforceability of the Credit Agreement, any other Loan Document, any agreement
        with respect to any of the Obligations or any other agreement or instrument
        relating to any of the foregoing, (b) any change in the time, manner or
        place of payment of, or in any other term of, all or any of the Obligations,
        or
        any other amendment or waiver of or any consent to any departure from the
        Credit
        Agreement, any other Loan Document or any other agreement or instrument,
        (c) any exchange, release or non-perfection of any Lien on other
        collateral, or any release or amendment or waiver of or consent under or
        departure from any guarantee, securing or guaranteeing all or any of the
        Obligations, or (d) any other circumstance that might otherwise constitute
        a defense available to, or a discharge of, any Loan Party in respect of the
        Obligations or this Agreement.

       

      SECTION
        6.13.  Termination or
        Release.  (a) This Agreement, the Guarantees made herein, the
        Security Interest and all other security interests granted hereby shall
        terminate when all the Obligations (other than, with respect to the termination
        of the Security Interest and all other security interests granted hereby
        only,
        any Obligations that consist solely of contingent obligations) have been
        indefeasibly paid in full, all Commitments under the Credit Agreement shall
        have
        been reduced to zero, no LC Issuer shall have any obligation to issue Letters
        of
        Credit under the Credit Agreement and no Letter of Credit shall be outstanding
        (other than any Letter of Credit the obligations under which have been cash
        collateralized in full or supported by letters of credit of other banks naming
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      a
        manner satisfactory to the applicable LC Issuer).  In connection with
        any termination pursuant to this paragraph, the Collateral Agent shall execute
        and deliver to any Loan Party, at such Loan Party’s expense, all Uniform
        Commercial Code termination statements and any other documents that such
        Loan
        Party shall reasonably request to evidence such termination.  Any
        execution and delivery of documents pursuant to this Section 6.13 shall be
        without recourse to, or representation of warranty by, the Collateral Agent
        or
        any other Secured Party.

       

      (b)  Except
        as provided in paragraph (a) above, the release of any Subsidiary Loan Party
        from its obligations hereunder and of the Security Interest in any
        ABL Collateral shall be governed by Section 9.08(a) of the Credit
        Agreement.

       

      SECTION
        6.14.  Additional
        Subsidiaries.  Pursuant to Section 6.13(c) of the Credit
        Agreement, certain Subsidiaries not originally parties hereto may be required
        from time to time to enter in this Agreement as Subsidiary Loan
        Parties.  Upon execution and delivery by the Collateral Agent and a
        Subsidiary of an instrument in the form of Exhibit I hereto, such
        Subsidiary shall become a party to this Agreement as a Subsidiary Loan Party
        (and a guarantor and grantor hereunder) with the same force and effect as
        if
        originally named as a Subsidiary Loan Party herein.  The execution and
        delivery of any such instrument shall not require the consent of any other
        Loan
        Party hereunder.  The rights and obligations of each Loan Party
        hereunder shall remain in full force and effect notwithstanding the addition
        of
        any new Loan Party as a party to this Agreement.

       

      SECTION
        6.15.  Collateral Agent Appointed
        Attorney-in-Fact.  Each Loan Party hereby appoints the Collateral
        Agent the attorney-in-fact of such Loan Party for the purpose of carrying
        out
        the provisions of this Agreement and taking any action and executing any
        instrument that the Collateral Agent may deem necessary or advisable to
        accomplish the purposes hereof, which appointment is irrevocable and coupled
        with an interest.  Without limiting the generality of the foregoing,
        the Collateral Agent shall have the right, but only upon the occurrence and
        during the continuance of an Event of Default, with full power of substitution
        either in the Collateral Agent’s name or in the name of such Loan Party
        (a) to receive, endorse, assign and/or deliver any and all notes,
        acceptances, checks, drafts, money orders or other evidences of payment relating
        to the ABL Collateral or any part thereof; (b) to demand, collect,
        receive payment of, give receipt for and give discharges and releases of
        all or
        any of the ABL Collateral; (c) to sign the name of any Loan Party on
        any invoice or bill of lading relating to any of the ABL Collateral;
        (d) to send verifications of Accounts Receivable to any Account Debtor;
        (e) to commence and prosecute any and all suits, actions or proceedings at
        law or in equity in any court of competent jurisdiction to collect or otherwise
        realize on all or any of the ABL Collateral or to enforce any rights in
        respect of any ABL Collateral; (f) to settle, compromise, compound,
        adjust or defend any actions, suits or proceedings relating to all or any
        of the
        ABL Collateral; (g) to notify, or to require any Loan Party to notify,
        Account Debtors to make payment directly to the Collateral Agent; and
        (h) to use, sell, assign, transfer, pledge, make any agreement with respect
        to or otherwise deal with all or any of the Collateral, and to do all other
        acts
        and things necessary to carry out the purposes of this Agreement, as fully
        and
        completely as though the Collateral Agent were the absolute owner of the
        ABL Collateral for all purposes; provided that nothing herein


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      contained
        shall be construed as requiring or obligating the Collateral Agent to make
        any
        commitment or to make any inquiry as to the nature or sufficiency of any
        payment
        received by the Collateral Agent, or to present or file any claim or notice,
        or
        to take any action with respect to the ABL Collateral or any part thereof
        or the
        moneys due or to become due in respect thereof or any property covered
        thereby.  The Collateral Agent and the other Secured Parties shall be
        accountable only for amounts actually received as a result of the exercise
        of
        the powers granted to them herein, and neither they nor their officers,
        directors, employees or agents shall be responsible to any Loan Party for
        any
        act or failure to act hereunder, except for their own gross negligence, bad
        faith or wilful misconduct.

       

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

       

      


       

      
        	 	
                SPECTRUM
                  BRANDS, INC., as the Borrower

              
	 	 	 
	 	 	 
	 	
                By:

              	 /s/
                Anthony L. Genito


      

      
        	 	 Name:
                	  Anthony
                L. Genito
	 	 Title:	  Senior Vice
                President and Chief Financial Officer


      

       

       

       

       

       

       

       

      
 [ABL
        Guarantee and Collateral Agreement]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

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

       

       

      
         

        
          	 	
                  
                    ROV
                      HOLDING, INC.,

                  

                
	 	 	 
	 	 	 
	 	
                  By:

                	 /s/
                  Anthony L. Genito


        

        
          	 	 Name:
                  	  Anthony
                  L. Genito
	 	 Title:	  Vice
                  President and Treasurer


        

         

         

         

         

        
 

      

       

       [ABL
        Guarantee and Collateral Agreement]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

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

       

      


       

      
        
          
            	 	
                    
                      
                        ROVCAL,
                          INC.,

                      

                    

                  
	 	 	 
	 	 	 
	 	
                    By:

                  	 /s/
                    Anthony L. Genito


          

          
            	 	 Name:
                    	  Anthony
                    L. Genito
	 	 Title:	  Vice
                    President and Treasurer


          

           

           

           

           

          
 

        

         

         [ABL
          Guarantee and Collateral Agreement]

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

       

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

       

      
 

      
         

        
          
            
              	 	
                      
                        
                          
                            UNITED
                              INDUSTRIES
                              CORPORATION,

                          

                        

                      

                    
	 	 	 
	 	 	 
	 	
                      By:

                    	 /s/
                      Robert Prather


            

            
              	 	 Name:
                      	  Robert
                      Prather
	 	 Title:	  Treasurer
                      and Chief Financial Officer


            

             

             

             

             

            
 

          

           

           [ABL
            Guarantee and Collateral Agreement]

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

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

      


       

      
        
          
            
              
                 

                
                  
                    
                      	 	
                              
                                
                                  
                                    SPECTRUM
                                      NEPTUNE US HOLDCO
                                      CORPORATION,

                                  

                                

                              

                            
	 	 	 
	 	 	 
	 	
                              By:

                            	 /s/
                              Anthony L. Genito


                    

                    
                      	 	 Name:
                              	  Anthony
                              L. Genito
	 	 Title:	  Vice
                              President, Treasurer and Chief Financial
                              Officer


                    

                     

                     

                     

                  

                

              

               

              
 

            

             

             [ABL
              Guarantee and Collateral
              Agreement]

          

        

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

       

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

       

       

      
        
           

          
            
              
                	 	
                        
                          
                            
                              
                                SCHULTZ
                                  COMPANY,

                              

                            

                          

                        

                      
	 	 	 
	 	 	 
	 	
                        By:

                      	 /s/
                        Robert Prather


              

              
                	 	 Name:
                        	  Robert
                        Prather
	 	 Title:	  Treasurer
                        and Chief Financial Officer


              

               

               

               

               

              
 

            

             

             [ABL
              Guarantee and Collateral
              Agreement]

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

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

       

      
         

        
          
             

            
              
                
                  	 	
                          
                            
                              
                                
                                  
                                    UNITED
                                      PET GROUP,
                                      INC.,

                                  

                                

                              

                            

                          

                        
	 	 	 
	 	 	 
	 	
                          By:

                        	 /s/
                          Joe Gil


                

                
                  	 	 Name:
                          	  Joe
                          Gil
	 	 Title:	  Vice
                          President Finance and Treasurer


                

                 

                 

                 

                 

                
 

              

               

               [ABL
                Guarantee and Collateral
                Agreement]

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

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

       

      


       

      
        
          
            
              
                
                  
                    	 	
                            
                              
                                
                                  
                                    
                                      
                                        DB
                                          ONLINE,
                                          LLC,

                                      

                                    

                                  

                                

                              

                            

                          
	 	 	 
	 	
                            By: 

                          	 United
                            Pet Group, Inc., its Managing Member
	 	 	 
	 	
                            By:

                          	 
                            /s/ Joe Gil


                  

                  
                    	 	 Name: 	  Joe Gil
	 	 Title:	  Vice President
                            Finance
                            and Treasurer


                  

                   

                   

                   

                   

                  
 

                

                 

                 [ABL
                  Guarantee and Collateral
                  Agreement]

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

       

       

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

       

      


       

      
        
          
            
              
                	 	
                        
                          
                            
                              
                                
                                  
                                    SOUTHERN
                                      CALIFORNIA FOAM,
                                      INC.,

                                  

                                

                              

                            

                          

                        

                      
	 	 	 
	 	 	 
	 	
                        By:

                      	 /s/
                        Joe Gil


              

              
                	 	 Name:
                        	  Joe
                        Gil
	 	 Title:	  Vice
                        President Finance and Treasurer


              

               

               

               

               

              
 

            

             

             [ABL
              Guarantee and Collateral
              Agreement]

          

        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

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

      


       

      
         

        
          
            
              
                
                  	 	
                          
                            
                              
                                
                                  
                                    
                                      
                                        AQUARIA,
                                          INC.,

                                      

                                    

                                  

                                

                              

                            

                          

                        
	 	 	 
	 	 	 
	 	
                          By:

                        	 /s/
                          Joe Gil


                

                
                  	 	 Name:
                          	  Joe
                          Gil
	 	 Title:	  Vice
                          President Finance and Treasurer


                

                 

                 

                 

                 

                
 

              

               

               [ABL
                Guarantee and Collateral
                Agreement]

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

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

       

      
         

        
           

          
            
              
                
                  
                    	 	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            AQUARIUM
                                              SYSTEMS,
                                              INC.,

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          
	 	 	 
	 	 	 
	 	
                            By:

                          	 /s/
                            Joe Gil


                  

                  
                    	 	 Name:
                            	  Joe
                            Gil
	 	 Title:	  Vice
                            President Finance and Treasurer


                  

                   

                   

                   

                   

                  
 

                

                 

                 [ABL
                  Guarantee and Collateral
                  Agreement]

              

            

          

        

         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

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


       

      
        
           

          
             

            
              
                
                  
                    
                      	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                PERFECTO
                                                  MANUFACTURING,
                                                  INC.,

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            
	 	 	 
	 	 	 
	 	
                              By:

                            	 /s/
                              Joe Gil


                    

                    
                      	 	 Name:
                              	  Joe
                              Gil
	 	 Title:	  Vice
                              President Finance and Treasurer


                    

                     

                     

                     

                     

                    
 

                  

                   

                   [ABL
                    Guarantee and Collateral
                    Agreement]

                

              

            

          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

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

       

      
         

        
          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    TETRA
                                                      HOLDING (US),
                                                      INC.,

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	 /s/
                                Joe Gil


                      

                      
                        	 	 Name:
                                	  Joe
                                Gil
	 	 Title:	  Vice
                                President Finance and Treasurer


                      

                       

                       

                       

                       

                      
 

                    

                     

                     [ABL
                      Guarantee and Collateral
                      Agreement]

                  

                

              

            

             

          



         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      

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

      
        


         

      

      
         

        
          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      WACHOVIA
                                                        BANK, NATIONAL ASSOCIATION,
as
                                                        the Collateral
                                                        Agent

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	 /s/
                                Joseph L. White


                      

                      
                        	 	 Name:
                                	  Joseph
                                L. White
	 	 Title:	  Director


                      

                       

                       

                       

                       

                      
 

                    

                     

                     [ABL
                      Guarantee and Collateral
                      Agreement]

                  

                

              

            

             

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        I

      Subsidiary
        Loan Parties

      


      


      


      
        	
                Grantor

              	
                Type
                  of

                Organization

              	
                Jurisdiction

                of

                Organization

              	
                Organization

                Identification

                Number

              
	
                ROV
                  Holding, Inc.

              	
                Corporation

              	
                Delaware

              	
                0946128

              
	
                ROVCAL,
                  Inc.

              	
                Corporation

              	
                California

              	
                C2063405

              
	
                United
                  Industries Corporation

              	
                Corporation

              	
                Delaware

              	
                0790751

              
	
                Spectrum
                  Neptune

                US
                  Holdco Corporation

              	
                Corporation

              	
                Delaware

              	
                3786826

              
	
                Schultz
                  Company

              	
                Corporation

              	
                Missouri

              	
                00069779

              
	
                United
                  Pet Group, Inc.

              	
                Corporation

              	
                Delaware

              	
                3066897

              
	
                DB
                  Online, LLC

              	
                Limited
                  Liability Company

              	
                Hawaii

              	
                29170

              
	
                Southern
                  California Foam, Inc.

              	
                Corporation

              	
                California

              	
                C1456775

              
	
                Aquaria,
                  Inc.

              	
                Corporation

              	
                California

              	
                C0553017

              
	
                Aquarium
                  Systems, Inc.

              	
                Corporation

              	
                Delaware

              	
                2583486

              
	
                Perfecto
                  Manufacturing, Inc.

              	
                Corporation

              	
                Delaware

              	
                2626833

              
	
                Tetra
                  Holding (US), Inc.

              	
                Corporation

              	
                Delaware

              	
                3589555

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Table
            of Contents

        

      

       

       

      
        Exhibit
          I to

        the
          ABL Guarantee and Collateral Agreement



      SUPPLEMENT
        NO. __ dated as of
        [                    ],
        to the ABL Guarantee and Collateral Agreement dated as of September 28, 2007,
        among SPECTRUM BRANDS, INC., a Delaware corporation (the
“Borrower”), each subsidiary of the Borrower listed on
        Schedule I thereto (collectively, the
“Subsidiary Loan
        Parties”; the Subsidiary Loan Parties and the Borrower are
        referred to collectively herein as the “Loan Parties”)
        and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”),
        as the Collateral Agent.

       

      A.  Reference
        is made to the Credit Agreement dated as of September [  ], 2007
        (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, the other
        Loan Parties party thereto, the Lenders party thereto, Wachovia, as the
        Administrative Agent, the Collateral Agent and an LC Issuer, and Goldman
        Sachs
        Credit Partners L.P., as the Syndication Agent.

       

      B.  Capitalized
        terms used herein and not otherwise defined herein shall have the meanings
        assigned to such terms in the Credit Agreement and the Guarantee and Collateral
        Agreement referred to therein.

       

      C.  The
        Loan Parties have entered into the Guarantee and Collateral Agreement in
        order
        to induce the Lenders to make Loans and the LC Issuers to issue Letters of
        Credit.  Section 6.14 of the Guarantee and Collateral Agreement
        provides that additional Subsidiaries of the Borrower may become party to
        the
        Guarantee and Collateral Agreement as Subsidiary Loan Parties by execution
        and
        delivery of an instrument in the form of this Supplement.  The
        undersigned Subsidiary (the “New Subsidiary”) is
        executing this Supplement in accordance with the requirements of the Credit
        Agreement to become a party to the Guarantee and Collateral Agreement as
        a
        Subsidiary Loan Party in order to induce the Lenders to make additional Loans
        and the LC Issuers to issue additional Letters of Credit and as consideration
        for Loans previously made and Letters of Credit previously issued.

       

      Accordingly,
        the Collateral Agent and the New Subsidiary agree as follows:

       

      SECTION
        1.  In accordance with Section 6.14 of the Guarantee and
        Collateral Agreement, the New Subsidiary by its signature below becomes a
        party
        to the Guarantee and Collateral Agreement as a Subsidiary Loan Party and
        Loan
        Party thereunder (and accordingly, becomes a guarantor and a grantor
        thereunder), with the same force and effect as if originally named therein
        as a
        Subsidiary Loan Party, and the New Subsidiary hereby (a) agrees to all the
        terms and provisions of the Guarantee and Collateral Agreement applicable
        to it
        as a Subsidiary Loan Party and a guarantor and a grantor thereunder and
        (b) represents and warrants that the representations and warranties made by
        it as a Loan Party thereunder are true and correct on and as of the date
        hereof.  In furtherance of the foregoing, the New Subsidiary, as
        security for the payment and performance in full of the Obligations does
        hereby
        (i) create and grant to the Collateral Agent, its successors and assigns,
        for the benefit of the Secured Parties, a security interest

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Table
            of Contents

          2

        

      

       

       

      in
        and lien on all of the New Subsidiary’s right, title and interest in, to and
        under the ABL Collateral of the New Subsidiary, (b) guarantee the
        Obligations as set forth in Article II of the Guarantee and Collateral
        Agreement and (c) authorize the Collateral Agent at any time and from time
        to time to file in the applicable jurisdictions any initial financing statements
        with respect to the ABL Collateral or any part thereof and amendments
        thereto and continuations thereof that contain the information required by
        Article 9 of the Uniform Commercial Code of each applicable jurisdiction
        for the
        filing of any financing statement or amendment.  Without limiting the
        foregoing, each Loan Party hereby irrevocably authorizes the Collateral Agent
        at
        any time and from time to time to file in any relevant jurisdiction financing
        statements that describe the ABL Collateral as “all assets, whether now owned or
        hereafter acquired” of such Loan Party, or words of similar effect as being of
        an equal or lesser scope or with greater detail.  Each reference to a
“Subsidiary Loan Party” or a “Loan Party” in the Guarantee and Collateral
        Agreement shall be deemed to include the New Subsidiary.  The
        Guarantee and Collateral Agreement is hereby incorporated herein by
        reference.

       

      SECTION
        2.  The New Subsidiary represents and warrants to the
        Collateral Agent and the other Secured Parties that this Supplement has been
        duly authorized, executed and delivered by it and constitutes its legal,
        valid
        and binding obligation, enforceable against it in accordance with its
        terms.

       

      SECTION
        3.  This Supplement may be executed in counterparts (and by
        different parties hereto on different counterparts), each of which shall
        constitute an original, but all of which when taken together shall constitute
        a
        single contract. This Supplement shall become effective when the Collateral
        Agent shall have received a counterpart of this Supplement that bears the
        signature of the New Subsidiary and the Collateral Agent has executed a
        counterpart hereof.  Delivery of an executed signature page to this
        Supplement by facsimile transmission or electronic transmission (pdf) shall
        be
        as effective as delivery of a manually signed counterpart of this
        Supplement.

       

      SECTION
        4.  The New Subsidiary hereby represents and warrants that set
        forth under its signature hereto, is the true and correct legal name of the
        New
        Subsidiary, its jurisdiction of formation, the organizational identification
        number, if any, issued to it by its jurisdiction of formation and the location
        of its chief executive office.

       

      SECTION
        5.  Except as expressly supplemented hereby, the Guarantee and
        Collateral Agreement shall remain in full force and effect.

       

      SECTION
        6.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
        BY THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO
        IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
        THE
        NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING
        IN NEW
        YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
        OF
        NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
        ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Table
            of Contents

          3

        

      

       

       

      ANY
        OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
        EACH
        OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
        IN
        RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
        NEW
        YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
        SUCH
        FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL
        JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
        ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
        PROVIDED BY LAW.  NOTHING IN THIS SUPPLEMENT OR IN ANY OTHER LOAN
        DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY LENDER OR ANY LC ISSUER
        MAY
        OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SUPPLEMENT
        OR
        ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
        PROPERTIES IN THE COURTS OF ANY JURISDICTION.

       

      SECTION
        7.  Any provision of this Supplement held to be invalid,
        illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
        be
        ineffective to the extent of such invalidity, illegality or unenforceability
        without affecting the validity, legality and
        enforceability of the remaining provisions hereof and of the Guarantee and
        Collateral Agreement and the Credit Agreement; and the invalidity of a
        particular provision in a particular jurisdiction shall not invalidate such
        provision in any other jurisdiction.  The parties hereto shall
        endeavor in good faith negotiations to replace the invalid, illegal or
        unenforceable provisions with valid provisions the economic effect of which
        comes as close as possible to that of the invalid, illegal or unenforceable
        provisions.

       

      SECTION
        8.  All communications and notices hereunder shall be in
        writing and given as provided in Section 6.01 of the Guarantee and
        Collateral Agreement.

       

      SECTION
        9.  The New Subsidiary agrees to reimburse the Collateral Agent
        for its reasonable out-of-pocket expenses in connection with this Supplement,
        including the reasonable fees, other charges and disbursements of counsel
        for
        the Collateral Agent.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Table
            of Contents

          4

        

      

       

       

      IN
        WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed
        this Supplement to the Guarantee and Collateral Agreement as of the day and
        year
        first above written.

       

      


      
        	 	
                [NAME
                  OF NEW SUBSIDIARY],

              
	 	 	 
	 	
                by

              	 
	 	 	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 	
                Legal
                  Name:

              
	 	 	
                Jurisdiction
                  of Formation:

              
	 	 	
                Organizational
                  ID Number:

              
	 	 	
                Location
                  of Chief Executive office:

              


      

      


      


      


      
        	 	
                WACHOVIA
                  BANK, NATIONAL ASSOCIATION, as the Collateral Agent,

              
	 	 	 
	 	
                by

              	 
	 	 	 
	 	 	
                Name:

              
	 	 	
                Title: