EXECUTION VERSION
PLEDGE AND SECURITY AGREEMENT
dated as of July 20, 2006
between
EACH OF THE GRANTORS PARTY HERETO
and
CIT HEALTHCARE LLC
as Administrative Agent and Collateral Agent
TABLE OF CONTENTS
Page
SECTION 1.
DEFINITIONS; GRANT OF SECURITY
1
1.1
General Definitions
1
1.2
Definitions; Interpretation
8
SECTION 2.
GRANT OF SECURITY
8
2.1
Grant of Security
8
2.2
Certain Limited Exclusions
9
SECTION 3.
SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE
9
3.1
Security for Obligations
9
3.2
Continuing Liability Under Collateral
10
SECTION 4.
REPRESENTATIONS AND WARRANTIES AND COVENANTS
10
4.1
Generally
10
4.2
Equipment and Inventory
13
4.3
Receivables
15
4.4
Investment Related Property
17
4.5
Pledged Equity Interests
19
4.6
Pledged Debt
22
4.7
Investment Accounts
22
4.8
Material Contracts
24
4.9
Letter of Credit Rights
25
4.10
Intellectual Property
26
4.11
Commercial Tort Claims
30
SECTION 5.
ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS
30
5.1
Access; Right of Inspection
30
5.2
Further Assurances
30
5.3
Additional Grantors
32
SECTION 6.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
32
6.1
Power of Attorney
32
6.2
No Duty on the Part of Collateral Agent or Secured Parties
33
SECTION 7.
REMEDIES
33
7.1
Generally
33
7.2
Application of Proceeds
35
7.3
Sales on Credit
35
7.4
Deposit Accounts
35
7.5
Investment Related Property
35
-i-
Page
7.6
Intellectual Property
36
7.7
Cash Proceeds
38
SECTION 8.
COLLATERAL AGENT
38
SECTION 9.
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
39
SECTION 10.
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
40
SECTION 11.
MISCELLANEOUS
40
SCHEDULE 4.1 - GENERAL INFORMATION
SCHEDULE 4.2 - LOCATION OF EQUIPMENT AND INVENTORY
SCHEDULE 4.4 - INVESTMENT RELATED PROPERTY
SCHEDULE 4.5 - MATERIAL CONTRACTS
SCHEDULE 4.6 - DESCRIPTION OF LETTERS OF CREDIT
SCHEDULE 4.7 - INTELLECTUAL PROPERTY - EXCEPTIONS
SCHEDULE 4.8 - COMMERCIAL TORT CLAIMS
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E - TRADEMARK AND SECURITY AGREEMENT
EXHIBIT F - COPYRIGHT SECURITY AGREEMENT
EXHIBIT G - PATENT SECURITY AGREEMENT
-ii-
This PLEDGE AND SECURITY AGREEMENT, dated as of July ___, 2006 (this
"Agreement"), between EACH OF THE UNDERSIGNED, whether as an original signatory
hereto or as an Additional Grantor (as herein defined) (each, a "Grantor"), and
CIT HEALTHCARE LLC ("CIT Healthcare"), as collateral agent for the Secured
Parties (as herein defined) (in such capacity, together with its successors and
assigns in such capacity, the "Collateral Agent").
RECITALS:
WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, amended and
restated, joined, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among AMERICAN MEDICAL SYSTEMS, INC., a Delaware
corporation (the "Borrower"), AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., a
Delaware corporation ("Holdings"), CERTAIN SUBSIDIARIES OF HOLDINGS, as
guarantors (together with Holdings, the "Guarantors," and the Borrower and the
Guarantors sometimes hereinafter referred to collectively as the "Credit
Parties" and individually