supplemented or otherwise modified from time to time, the
"Security Agreement"), entered into by DTS, Inc., a Delaware corporation
("Borrower"), DTS Washington LLC, a Delaware limited liability company,
Phorus, Inc., a Delaware corporation, DTS LLC, a Delaware limited liability
company, and each other Grantor from time to time party thereto, and Wells Fargo
Bank, National Association, as Agent.
Each capitalized term used but not
defined herein has the meaning ascribed to such term in the Security Agreement.
Additional Grantor hereby irrevocably, absolutely and unconditionally becomes a
party to the Security Agreement as a Grantor and agrees that it is bound by all
of the terms, conditions, covenants, obligations, liabilities and undertakings
applicable to each Grantor under the Security Agreement, all with the same force
and effect as if Additional Grantor were an original signatory to the Security
Agreement.
Additional Grantor hereby grants to Agent a security interest in all of
Additional Grantor's right, title and interest in, to and under the Collateral
to secure the Secured Obligations, in each case whether now or hereafter
existing or in which Additional Grantor now has or hereafter acquires an
interest and wherever the same may be located.
Additional Grantor hereby
represents and warrants that the attached Supplements to Schedules accurately
and completely set forth all additional information required to be provided
pursuant to the Security Agreement and hereby agrees that such Supplements to
Schedules shall constitute part of the Schedules to the Security Agreement.
Additional Grantor hereby makes, as of the date hereof, each of the
representations, warranties, acknowledgements, waivers and certifications
applicable to any Grantor contained in the Security Agreement.
Additional Grantor hereby irrevocably waives notice of acceptance of this
Supplement and acknowledges that the Secured Obligations are incurred, and the
credit extensions under the Credit Agreement are made and maintained, in
reliance on this Supplement.
This Supplement and any claim, controversy, dispute or cause of action (whether
in contract or tort or otherwise) based upon, arising out of or relating to this
Supplement and the transactions contemplated hereby shall be governed by, and
construed in accordance with, the law of the State of New York.
THIS SUPPLEMENT IS ONE OF THE LOAN DOCUMENTS REFERRED TO IN THE CREDIT AGREEMENT
AND ALL PROVISIONS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
THAT APPLY TO LOAN DOCUMENTS GENERALLY (INCLUDING BUT NOT LIMITED TO THE
PROVISIONS OF
EXHIBIT A-1
THE CREDIT 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 SUPPLEMENT, MUTATIS MUTANDIS, WITH EACH REFERENCE TO
"BORROWER" BEING DEEMED A REFERENCE TO "ADDITIONAL GRANTOR", AND SUCH
INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
IN WITNESS WHEREOF, Additional Grantor has caused this Supplement to be duly
executed and delivered by its duly authorized officer as of the date first
written above.
[NAME OF ADDITIONAL GRANTOR]
By:
Name:
Title:
EXHIBIT A-2
SUPPLEMENT TO SCHEDULE 5.1