AGREEMENT IS ONE OF THE LOAN DOCUMENTS
REFERRED TO IN THE LOAN AGREEMENT AND ALL PROVISIONS CONTAINED IN THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT THAT APPLY TO LOAN DOCUMENTS GENERALLY
(INCLUDING BUT NOT LIMITED TO
32
THE PROVISIONS OF THE LOAN AGREEMENT UNDER THE HEADING "WAIVER OF JURY TRIAL")
ARE FULLY APPLICABLE TO THIS AGREEMENT AND ARE INCORPORATED HEREIN BY THIS
REFERENCE AS IF THEY WERE CONTAINED IN THIS AGREEMENT, MUTATIS MUTANDIS, WITH
EACH REFERENCE TO "BORROWER" BEING DEEMED A REFERENCE TO "GRANTORS", AND SUCH
INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE LOAN AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
[SIGNATURE PAGES FOLLOW]
33
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first
written above.
DTS, INC.,
a Delaware corporation
By:
/s/ Melvin Flanigan
Name:
Melvin Flanigan
Title:
Chief Financial Officer
DTS WASHINGTON LLC,
a Delaware limited liability company
By:
/s/ Melvin Flanigan
Name:
Melvin Flanigan
Title:
Chief Financial Officer
PHORUS, INC.,
a Delaware corporation
By:
/s/ Melvin Flanigan
Name:
Melvin Flanigan
Title:
Chief Financial Officer
Signature Page to
Security Agreement
S-1
UNION BANK, N.A.,
as Agent
By:
/s/ Carlos Herrera
Name:
Carlos Herrera
Title:
Vice President
Signature Page to
Security Agreement
S-2
SCHEDULE 5.1
TO SECURITY AGREEMENT
GENERAL INFORMATION
(A)
Full Legal Name, Type of Organization,
Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or
Residence if Grantor is a Natural Person) and Organizational Identification
Number of each Grantor:
Full Legal Name
Type of
Organization
Jurisdiction of
Organization
Chief Executive
Office/Sole Place of
Business (or Residence
if Grantor is a Natural
Person)
Organization I.D.#
(B)
Other Names (including any Trade Name or
Fictitious Business Name) under which each Grantor currently conducts business:
Full Legal Name
Trade Name or Fictitious Business Name
(C)
Changes in Name, Jurisdiction of Organization,
Chief Executive Office or Sole Place of Business (or Principal Residence if
Grantor is a Natural Person) and Corporate Structure within past five (5) years:
Grantor
Date of Change
Description of Change
(D)
Agreements pursuant to which any Grantor is
bound as debtor within past five (5) years:
Grantor
Description of Agreement
SCHEDULE 5.1-1
SCHEDULE 5.2
TO SECURITY AGREEMENT
COLLATERAL IDENTIFICATION
I.
INVESTMENT RELATED PROPERTY
(A)
Pledged Stock:
Grantor
Stock
Issuer
Class of
Stock
Certificated
(Y/N)
Stock
Certificate
No.
Par Value
No. of
Pledged
Stock
Percentage
of
Outstanding
Stock of the
Stock Issuer
Pledged LLC Interests:
Grantor
Limited
Liability
Company
Certificated
(Y/N)
Certificate No.
(if any)
No. of Pledged
Units
Percentage of
Outstanding
LLC Interests of
the Limited
Liability
Company
Pledged Partnership Interests:
Grantor
Partnership
Type of
Partnership
Interests (e.g.,
general or
limited)
Certificated
(Y/N)
Certificate No.
(if any)
Percentage of
Outstanding
Partnership
Interests of the
Partnership
Trust Interests or other Equity Interests not listed above:
Grantor
Trust
Class of Trust
Interests
Certificated
(Y/N)
Certificate No.
(if any)
Percentage of
Outstanding
Trust Interests
of the Trust
Pledged Debt:
Grantor
Issuer
Original
Principal
Amount
Outstanding
Principal
Balance
Issue Date
Maturity Date
SCHEDULE 5.2-1
Securities Account:
Grantor
Share of Securities