Exhibit 10.7
EXECUTION COPY
PLEDGE AND SECURITY AGREEMENT
dated as of March 26, 2007
between
EACH OF THE GRANTORS PARTY HERETO
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Collateral Agent
TABLE OF CONTENTS
PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY
1
1.1
General Definitions
1
1.2
Definitions; Interpretation
7
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
9
SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS
10
4.1
Generally
10
4.2
Equipment and Inventory
13
4.3
Receivables
14
4.4
Investment Related Property
16
4.5
Material Contracts
22
4.6
Letter of Credit Rights
23
4.7
Intellectual Property
24
4.8
Commercial Tort Claims
27
SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES ADDITIONAL
GRANTORS
27
5.1
Access; Right of Inspection
28
5.2
Further Assurances
28
5.3
Additional Grantors
29
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
29
6.1
Power of Attorney
29
6.2
No Duty on the Part of Collateral Agent or Secured Parties
30
SECTION 7. REMEDIES
30
7.1
Generally
30
7.2
Application of Proceeds
32
7.3
Sales on Credit
32
7.4
Deposit Accounts
32
7.5
Investment Related Property
32
7.6
Intellectual Property
33
7.7
Cash Proceeds
35
7.8
Acknowledgement
35
SECTION 8. COLLATERAL AGENT
35
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
36
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PAGE
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
36
SECTION 11. MISCELLANEOUS
37
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 SECURITY AGREEMENT
EXHIBIT F - COPYRIGHT SECURITY AGREEMENT
EXHIBIT G - PATENT SECURITY AGREEMENT
ii
This PLEDGE AND SECURITY AGREEMENT, dated as of March 26, 2007 (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
Wachovia Bank, National Association ("Wachovia Bank"), as collateral agent for
the Secured Parties (as herein defined) (in such capacity as collateral agent,
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, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among
AMERIGROUP CORPORATION ("Company"), a Delaware corporation, as Borrower, certain
Subsidiaries of Company, as Guarantors, the lenders party thereto from time to
time (the "Lenders"), WACHOVIA CAPITAL MARKETS, LLC, as joint lead arranger and
joint bookrunner, GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arranger,
joint bookrunner and syndication agent, and Wachovia Bank, as administrative
agent and as collateral agent;
WHEREAS, subject to the