into that certain Debt Subordination Agreement, dated as of November 21,
2008, by and between Secured Party and ATS, and for the benefit of Celtic (the
"Celtic Subordination Agreement" and together with the Celtic Security
Agreement, the "Celtic Agreements").
C.
This Agreement is being delivered in accordance with that
certain Master Amendment Agreement, dated of even date herewith, by and among
Debtor, Secured Party, ATS, and certain other parties (the "Master Agreement").
D.
Pursuant to the Master Agreement, Debtor has executed and
delivered to Secured Party (i) that certain Amended and Restated Secured
Convertible Promissory Note of even date herewith (the "Restated Long-term
Note"), which modifies, amends and restates in its entirety the Long-term Note;
and (ii) that certain Amended and Restated Secured Promissory Note of even date
herewith (the "Restated Short-term Note"), which modifies, amends and restates
in its entirety the Short-term Note.
E.
Pursuant to the Master Agreement, Debtor has executed and
delivered to the Selling Shareholders (as defined in the Master Agreement) those
certain Amended and Restated Employment Agreements, of even date herewith (the
"Restated Employment Agreements").
F.
To secure Debtor's obligations under the Restated Long-term
Note, the Restated Short-term Note and this Agreement, as well as certain of
Debtor's obligations under the Purchase Agreement and the Restated Employment
Agreements, Debtor has agreed to grant Secured Party a security interest as
provided below.
G.
The parties hereto desire to amend and restate the Security
Agreement as set forth below:
2
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereto agree to amend and restate the Security Agreement as
follows:
1.
DEFINITIONS.
AS USED IN THIS AGREEMENT, THE FOLLOWING
CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASCRIBED THERETO BELOW.
CAPITALIZED
TERMS USED HEREIN BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
ASCRIBED THERETO IN THE DELAWARE UNIFORM COMMERCIAL CODE ("UCC") AS IN EFFECT ON
THE DATE HEREOF.
(A)
"COLLATERAL" MEANS THE PROPERTY LISTED ON THE DESCRIPTION OF
COLLATERAL ATTACHED HERETO AS EXHIBIT A, AND ALL SUBSTITUTIONS FOR, AND
ADDITIONS, IMPROVEMENTS, AND ACCESSIONS THERETO, AND THE PROCEEDS THEREOF,
INCLUDING PROCEEDS ACQUIRED WITH CASH PROCEEDS.
THE COLLATERAL COMPRISES OF THE
PURCHASED ASSETS OTHER THAN THE INVENTORY AND ACCOUNTS RECEIVABLE (AS SUCH TERMS
ARE DEFINED IN THE PURCHASE AGREEMENT).
(B)
"EVENT OF DEFAULT" MEANS AN EVENT OR CONDITION DESCRIBED IN
SECTION 6 HEREOF.
(C)
"OBLIGATIONS" MEANS ANY AND ALL DEBTS, OBLIGATIONS, AND
LIABILITIES OF DEBTOR TO SECURED PARTY ARISING OUT OF, OR RELATING IN ANY WAY TO
THE NOTES OR ANY ADDENDUMS THERETO, INCLUDING ALL FUTURE ADVANCES MADE
THEREUNDER, ANY PAYMENT OBLIGATIONS OF DEBTOR TO SECURED PARTY PURSUANT TO THIS
AGREEMENT, THE RESTATED EMPLOYMENT AGREEMENTS (AS DEFINED IN THE MASTER
AGREEMENT), THAT CERTAIN CONSULTING AGREEMENT, DATED AS OF OCTOBER 28, 2008, AS
AMENDED BY THAT CERTAIN MODIFICATION OF CONSULTING AGREEMENT, DATED AS OF
FEBRUARY 16, 2009 (COLLECTIVELY, THE "CONSULTING AGREEMENT"), AND SOLTER'S
SHORT-TERM ADVANCE (AS DEFINED IN THE MASTER AGREEMENT), AND ALL OF DEBTOR'S
OBLIGATIONS IN ACCORDANCE WITH SECTION 11.22 OF THE