Second Lien Security Agreement Sample Contracts

EX-10.19 14 d541813dex1019.htm EX-10.19 EXECUTION VERSION SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • May 5th, 2020 • New York

THIS SECOND LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

Contract
Second Lien Security Agreement • May 5th, 2020 • New York

EX-10.8 4 exh108-secondliensecuritya.htm Q2 2016 EXHIBIT 10.8 Exhibit 10.8 THE LIENS AND SECURITY INTEREST GRANTED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN CLOSING DATE INTERCREDITOR AGREEMENT (THE “CLOSING DATE INTERCREDITOR AGREEMENT”) DATED AS OF JULY 1, 2015, BETWEEN MORGAN STANLEY SENIOR FUNDING INC., AS FIRST LIEN CREDIT AGREEMENT ADMINISTRATIVE AGENT AND MORGAN STANLEY SENIOR FUNDING, INC., AS SECOND LIEN CREDIT AGREEMENT ADMINISTRATIVE AGENT. SECOND LIEN SECURITY AGREEMENT dated as of July 1, 2015 among THE GRANTORS IDENTIFIED HEREIN and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent

EX-10.3 4 d319816dex103.htm SECOND LIEN SECURITY AGREEMENT EXECUTION VERSION SECOND LIEN SECURITY AGREEMENT dated as of March 20, 2012 among DJO FINANCE LLC, DJO FINANCE CORPORATION, the other Subsidiaries of DJO FINANCE LLC from time to time party...
Second Lien Security Agreement • May 5th, 2020 • New York

Reference is made to the Intercreditor Agreement dated as of March 20, 2012, among Credit Suisse AG, as First Lien Agent, The Bank of New York Mellon, as Second Lien Agent, and DJO Finance LLC and certain of its affiliates (the “Intercreditor Agreement”). Each Holder, by its acceptance of a Note, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Second Lien Agent on behalf of each Holder to enter into the Intercreditor Agreement as Second Lien Agent on behalf of such Holder. The foregoing provisions are intended as an inducement to the lenders under the Senior Credit Facilities to extend credit to the Issuers and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

EX-10.6 11 d555504dex106.htm EX-10.6 SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, and CERTAIN OF ITS SUBSIDIARIES, collectively, as the Initial Grantors, WELLS FARGO BANK, NATIONAL...
Second Lien Security Agreement • May 5th, 2020 • New York

SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013, among the Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of Holdings (as defined below) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as successor to Royal Bank of Canada Europe Limited, as fiscal agent and principal paying agent (in such capacities, the “Fiscal Agent”).

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • April 2nd, 2018 • BrightView Holdings, Inc. • Agricultural services • New York

THIS SECOND LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

SECOND LIEN SECURITY AGREEMENT By CARROLS RESTAURANT GROUP, INC., as Issuer and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent Dated as of May 30, 2012
Second Lien Security Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places

This SECOND LIEN SECURITY AGREEMENT dated as of May 30, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

EX-10.4 10 d338877dex104.htm EX-10.4 THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER...
Second Lien Security Agreement • May 5th, 2020 • New York

This SECOND LIEN SECURITY AGREEMENT, dated as of July 25, 2014 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”), among KARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors set forth on Schedule I hereto, each other Grantor from time to time party hereto and BANK OF AMERICA, N.A., as the Collateral Agent for the Secured Parties (together, with its successors and assigns, the “Collateral Agent”).

FIRST AMENDMENT TO SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • November 8th, 2007 • iPCS, INC • Radiotelephone communications • New York

THIS FIRST AMENDMENT TO SECOND LIEN SECURITY AGREEMENT (this “Amendment”) is entered into as of October 10, 2007 by and among iPCS, Inc., a Delaware corporation (“iPCS”), the Guarantors listed on the signature pages hereto (collectively, the “Guarantors”, and, together with iPCS, the “Pledgors”), and U.S. Bank National Association, as collateral agent for the benefit of the Secured Parties (as defined therein) (in such capacity, the “Collateral Agent”).

SECOND LIEN SECURITY AGREEMENT By SALEM COMMUNICATIONS CORPORATION, as Issuer and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent Dated as of December 1, 2009
Second Lien Security Agreement • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York

This SECOND LIEN SECURITY AGREEMENT dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

SECOND LIEN SECURITY AGREEMENT dated as of March 2, 2015 between SUMMER ENERGY, LLC and BLACK INK ENERGY, LLC
Second Lien Security Agreement • March 5th, 2015 • Summer Energy Holdings Inc • Electric services • New York

This SECOND LIEN SECURITY AGREEMENT (as amended, supplemented or modified from time to time, this “Security Agreement”) is dated as of March 2, 2015 and is between SUMMER ENERGY, LLC, a Texas limited liability company (the “Grantor”), and BLACK INK ENERGY, LLC, a Delaware limited liability company (the “Secured Party”).

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • August 26th, 2009 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • Texas

SECOND LIEN SECURITY AGREEMENT, dated as of August 20, 2009, between North American Technologies Group, Inc., a Delaware corporation (“NATK”), TieTek Technologies, Inc., a Texas Corporation (“TTT”), and TieTek LLC, a Delaware limited liability company (“TieTek” and together with NATK and TTT, the “Debtors” and each individually a “Debtor”), and Opus 5949 LLC (formerly known as Tie Investors, LLC), a Texas limited liability company (the “Secured Party”).

SECOND LIEN SECURITY AGREEMENT By
Second Lien Security Agreement • May 6th, 2015 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

This SECOND LIEN SECURITY AGREEMENT dated as of April 29, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • October 8th, 2010 • Energy Future Intermediate Holding CO LLC • Electric services • New York

The Collateral Agent, by acknowledging and agreeing to this Additional Second Lien Secured Party Consent, accepts the appointment set forth in clause (iii) above.

SECOND LIEN SECURITY AGREEMENT made by each of the Grantors (as defined herein) in favor of Wilmington Trust, National Association, as Collateral Agent Dated as of February 15, 2018
Second Lien Security Agreement • October 3rd, 2018 • EnVen Energy Corp • Crude petroleum & natural gas • New York

This SECOND LIEN SECURITY AGREEMENT, dated as of February 15, 2018, is made by Energy Ventures GoM LLC, a Delaware limited liability company (the “Issuer”), EnVen Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and each of the other signatories hereto (the Issuers and each of the other signatories hereto other than the Collateral Agent, together with any other Subsidiary of the Issuers that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of Wilmington Trust, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), for the holders of the notes (the “Note Holders”) issued pursuant to the indenture, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuers, the Grantors, the Trustee and the Note Holders.

SECOND LIEN SECURITY AGREEMENT Between SM ENERGY COMPANY, as Grantor and UMB BANK, N.A., as Collateral Trustee, Effective as of June 17, 2020
Second Lien Security Agreement • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas • New York

THIS SECOND LIEN SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of June 17, 2020, by SM ENERGY COMPANY, a Delaware corporation (the “Issuer”) with principal offices at 1775 Sherman Street, Suite 1200, Denver, Colorado 80203 (the Issuer together with any other entity that may become a party hereto as provided herein, each a “Grantor”, and collectively, the “Grantors”), in favor of UMB BANK, N.A., a national banking association with offices at 5555 San Felipe Street, Suite 870, Houston, Texas 77056, as Collateral Trustee (in such capacity, “Collateral Trustee”) for the benefit of the Parity Lien Secured Parties (as defined in the Indenture referred to below).

SECOND LIEN SECURITY AGREEMENT By RISKMETRICS GROUP HOLDINGS, LLC, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent
Second Lien Security Agreement • September 19th, 2007 • RiskMetrics Group Inc

This SECOND LIEN SECURITY AGREEMENT dated as of January 11,2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

SECOND LIEN SECURITY AGREEMENT Among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016
Second Lien Security Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York

SECOND LIEN SECURITY AGREEMENT, dated as of October 20, 2016, made by each of the undersigned grantors (each, a “Grantor” and, together with any other entity that becomes a grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”) in favor of Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

SECOND LIEN SECURITY AGREEMENT Dated October 12, 2005 From The Grantors referred to herein as Grantors to THE BANK OF NEW YORK as Collateral Agent
Second Lien Security Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York

SECOND LIEN SECURITY AGREEMENT dated October 12, 2005 (this “Agreement”) made by PREGIS CORPORATION, a Delaware corporation (the “Company”) and the other Persons listed on the signature pages hereof (the Company and the Persons so listed being, collectively, the “Grantors”), to THE BANK OF NEW YORK, as Trustee (the “Trustee”) and as Collateral Agent (in such capacity, together with any successor collateral agent appointed pursuant to the Indenture (as hereinafter defined) the “Collateral Agent”) for the Holders (as defined in the Indenture) (as hereinafter defined) of the Notes (as hereinafter defined).

Contract
Second Lien Security Agreement • December 12th, 2012 • Travelport LTD • Transportation services

SUPPLEMENT NO. 1, dated as of December 10, 2012 (this “Supplement”), to the Second Lien Security Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used herein, as defined in the Security Agreement referred to below).

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services • New York

THIS SECOND LIEN SECURITY AGREEMENT (this “Security Agreement”) dated as of October 10, 2012, is by and between TURBOSONIC TECHNOLOGIES, INC., a Delaware corporation (the “Debtor”) having its chief executive office at 550 Parkside Drive, Suite A-14, Waterloo, Ontario, Canada N265V4, and MEGTEC SYSTEMS, INC., a Delaware corporation (the “Secured Party”).

SECOND LIEN SECURITY AGREEMENT Dated November 16, 2010 From TERREMARK WORLDWIDE, INC., and the other Grantors referred to herein, as Grantors to as Collateral Trustee Terremark — Second Lien Security Agreement
Second Lien Security Agreement • November 22nd, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York

SECOND LIEN SECURITY AGREEMENT dated November 16, 2010 (this “Agreement”) made by Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 24) (the Company and the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to U.S. Bank National Association, (“US Bank”), as collateral trustee (in such capacity, together with any successor collateral trustee appointed pursuant to the Collateral Trust Agreement (as hereinafter defined), the “Collateral Trustee”) for the Junior Lien Representatives and the holders of Junior Lien Obligations (each as defined in the Collateral Trust Agreement and collectively, together with the Collateral Trustee, the “Secured Parties”).

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • December 3rd, 2008 • Finlay Fine Jewelry Corp • Retail-jewelry stores • New York

This Second Lien Security Agreement and the rights and obligations evidenced hereby are subject to the terms of that certain Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among each of the Obligors (as defined in the Intercreditor Agreement), General Electric Capital Corporation, as agent for the First Lien Creditors (as defined in the Intercreditor Agreement), HSBC Bank USA, National Association, as agent for the Second Lien Creditors (as defined in the Intercreditor Agreement), and HSBC Bank USA, National Association, as agent for the Third Lien Creditors (as defined in the Intercreditor Agreement), as such Intercreditor Agreement may be amended, restated, supplemented or otherwise modified from time to time.

SECOND LIEN SECURITY AGREEMENT By iPCS, INC., THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
Second Lien Security Agreement • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York

This SECOND LIEN SECURITY AGREEMENT dated as of April 23, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by iPCS, INC., a Delaware corporation (“iPCS”), the Guarantors from to time to time party hereto (the “Guarantors” and, together with iPCS, the “Pledgors”), in favor of U.S. Bank National Association, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined) and acknowledged and agreed to by (i) U.S. Bank National Association, on its behalf solely in its capacity as trustee (the “Trustee”) and on behalf of the Noteholders (as defined below) under the Indenture (as defined below) and (ii) each other Authorized Representative (as defined below), from time to time, for any Class of Additional Secured

SECOND LIEN SECURITY AGREEMENT dated as of August 5, 2020 Among THE GRANTORS IDENTIFIED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Second Lien Security Agreement • August 10th, 2020 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation

SECOND LIEN SECURITY AGREEMENT dated as of August 5, 2020, among the Grantors (as defined below) and Wilmington Trust, National Association, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).

SECOND LIEN SECURITY AGREEMENT made by K. HOVNANIAN ENTERPRISES, INC., HOVNANIAN ENTERPRISES, INC. and certain of their respective Subsidiaries in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION as Collateral Agent Dated as of October 2, 2012
Second Lien Security Agreement • October 2nd, 2012 • Hovnanian Enterprises Inc • Operative builders • New York

THIS SECOND LIEN SECURITY AGREEMENT (the “Agreement”), dated as of October 2, 2012, is made by K. Hovnanian Enterprises, Inc., a California corporation (the “Issuer”), Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”) and each of the signatories listed on Schedule A hereto (the Issuer, Hovnanian and such signatories, together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wilmington Trust, National Association, as Collateral Agent (in such capacity, the “Agent”) for the benefit of itself, the Trustee (as defined below) and the Noteholders (as defined below).

SECOND LIEN SECURITY AGREEMENT Dated as of October 15, 2020 among BASIC ENERGY SERVICES, INC. and the other Debtors parties hereto in favor of ASCRIBE III INVESTMENTS LLC as Secured Party
Second Lien Security Agreement • October 21st, 2020 • Basic Energy Services, Inc. • Oil & gas field services, nec • New York

This SECOND LIEN SECURITY AGREEMENT dated as of October 15, 2020 (this “Agreement”), by and among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the Borrower and such undersigned subsidiaries collectively being the “Debtors” and individually being a “Debtor”), and ASCRIBE III INVESTMENTS LLC, a Delaware limited liability company, as secured party (in such capacity, the “Secured Party”).

SECOND LIEN SECURITY AGREEMENT dated as of July 1, 2015 among THE GRANTORS IDENTIFIED HEREIN and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent
Second Lien Security Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York

SECOND LIEN SECURITY AGREEMENT dated as of July 1, 2015 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”), by and among the Grantors (as defined below) and Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

AMENDMENT NO. 1 TO THE SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York

This AMENDMENT NO. 1 (this “Amendment”) is entered into as of October 5, 2009, among PREGIS CORPORATION, a Delaware corporation (the “Company”), each of the other Grantors (as hereinafter defined) signatory hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee (the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Holders (as hereinafter defined).

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • April 24th, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York

This SECOND LIEN SECURITY AGREEMENT, dated as of April 21, 2017 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by Reed’s Inc., a Delaware corporation (the “Grantor”), in favor of Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the “Secured Party”).

SECOND LIEN SECURITY AGREEMENT dated as of July 9, 2012 among THE BON-TON DEPARTMENT STORES, INC., THE GRANTORS IDENTIFIED HEREIN, collectively, the Initial Grantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
Second Lien Security Agreement • July 13th, 2012 • Bon Ton Stores Inc • Retail-department stores • New York

Reference is made to the indenture dated as of July 9, 2012 (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, each Guarantor (as defined in the Indenture), the Trustee and the Collateral Agent pursuant to which the Issuer has issued 105/8% Second Lien Senior Secured Notes due 2017 (together with any Additional Notes, the “Notes”). The Indenture requires that the Issuer and the Guarantors enter into this Agreement. The Guarantors will derive substantial benefits from the issuance of the Notes pursuant to the Indenture and are willing to execute and deliver this Agreement pursuant to the requirements of the Indenture. Accordingly, the parties hereto agree as follows:

SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York

THIS SECOND LIEN SECURITY AGREEMENT, dated as of July 14, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, this "Security Agreement"), is made by and among CINEDIGM CORP., a Delaware corporation (the "Company"), the other Obligors signatory hereto, certain Subsidiaries of the Company that may become party hereto from time to time pursuant to Section 10.13 (collectively, the "Subsidiary Grantors"), and Cortland Capital Market Services LLC ("Cortland"), as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the Secured Parties (as defined below).

OMNIBUS AMENDMENT
Second Lien Security Agreement • November 3rd, 2016 • California Resources Corp • Crude petroleum & natural gas • New York

This Omnibus Amendment (this “Amendment”), dated as of September 12, 2016, to (a) that certain Second Lien Security Agreement (as amended, restated, modified or supplemented from time to time, the “Security Agreement”), dated as of December 15, 2015, from California Resources Corporation, a Delaware corporation (the “Company”) and each other Grantor party thereto in favor of The Bank of New York Mellon Trust Company, N.A., as collateral trustee (in such capacity, together with its successors and assigns, the “Collateral Trustee”), (b) that certain Second Lien Pledge Agreement (as amended, restated, modified or supplemented from time to time, the “Pledge Agreement”), dated as of December 15, 2015, from the Company and each of the subsidiary pledgors from time to time party thereto in favor of the Collateral Trustee and (c) that certain Collateral Trust Agreement, dated as of December 15, 2015 (as amended, restated, modified or supplemented from time to time, the “Collateral Trust Agreem