First Lien Guarantee And Collateral Agreement Sample Contracts

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Us Lbm Holdings, Inc. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by LBM MIDCO, LLC, LBM BORROWER, LLC, and Certain of Its Domestic Subsidiaries, in Favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Collateral Agent Dated as of August 20, 2015 (May 10th, 2017)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 20, 2015, made by LBM BORROWER, LLC, a Delaware limited liability company (the Borrower), LBM MIDCO, LLC, a Delaware limited liability company (together with any successor in interest thereto, Holding) and certain Subsidiaries of the Borrower from time to time party hereto, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the Collateral Agent) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Administrative Agent) for the banks and other financial institutions (collectively, the Lenders; individually, a Lender) from time to time parties to the Credit Agreement described below.

Atkore International Group Inc. – Second Amendment to First Lien Credit Agreement and First Amendment to First Lien Guarantee and Collateral Agreement (December 22nd, 2016)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 22, 2016, among ATKORE INTERNATIONAL, INC., a Delaware corporation (and as further defined in Subsection 1.1, the Borrower), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the Lenders), and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the Administrative Agent) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the Collateral Agent) for the Secured Parties (as defined below).

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 8, 2005 as Amended and Restated as of April 7, 2016 Among THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower, the SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY Identified as Grantors and Guarantors Herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent (April 27th, 2016)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, as amended and restated as of April 7, 2016 (this Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY (the Company), the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as collateral agent (the Collateral Agent).

Univision Holdings, Inc. – FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of March 29, 2007 Among BROADCAST MEDIA PARTNERS HOLDINGS, INC., UMBRELLA ACQUISITION, INC. (To Be Merged With and Into UNIVISION COMMUNICATIONS INC.), the Subsidiaries of UNIVISION COMMUNICATIONS INC. From Time to Time Party Hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent (November 2nd, 2015)

FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of March 29, 2007 (this Agreement), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (Holdings), UMBRELLA ACQUISITION, INC., a Delaware corporation (Merger Sub) to be merged with and into UNIVISION COMMUNICATIONS INC. (the Company), UNIVISION OF PUERTO RICO INC., a Delaware corporation (Subsidiary Borrower and together with the US Borrower (as defined in the Credit Agreement referred to below), the Borrowers and each, a Borrower), the subsidiaries of the US Borrower from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the First-Lien Collateral Agent).

Univision Holdings, Inc. – Second Amendment to Credit Agreement; First Amendment to Intercreditor Agreement; And First Amendment to First-Lien Guarantee and Collateral Agreement (November 2nd, 2015)

This SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2013 (collectively, this Second Amendment), among UNIVISION COMMUNICATIONS INC. and UNIVISION OF PUERTO RICO INC., as Borrowers (the Borrowers), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement and as First-Lien Collateral Agent (as each such term is defined below), the 2013 New First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Existing First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Extended First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Extended Revolving Credit Lenders (as defined below) party hereto and certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the Required Lenders).

Univision Holdings, Inc. – Second Amendment to Credit Agreement; First Amendment to Intercreditor Agreement; And First Amendment to First-Lien Guarantee and Collateral Agreement (November 2nd, 2015)

This SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2013 (collectively, this Second Amendment), among UNIVISION COMMUNICATIONS INC. and UNIVISION OF PUERTO RICO INC., as Borrowers (the Borrowers), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement and as First-Lien Collateral Agent (as each such term is defined below), the 2013 New First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Existing First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Extended First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Extended Revolving Credit Lenders (as defined below) party hereto and certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the Required Lenders).

Mauser Group B.V. – First Amendment to the First Lien Guarantee and Collateral Agreement (September 15th, 2015)

FIRST AMENDMENT TO THE FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this Amendment), dated as of March 12, 2015, made by, inter alios, Mauser US Corporate, LLC (f/k/a CD&R Millennium US AcquiCo LLC) (the U.S. Borrower) and the Guarantors party hereto in favor of Credit Suisse AG, as collateral agent for the Secured Parties (in such capacity, the Collateral Agent) and administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions from time to time parties to the First Lien Credit Agreement, dated as of July 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among the Parent Borrower, the U.S. Borrower, the Lenders, the Collateral Agent, and the other parties named therein.

Mauser Group B.V. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by CD&R MILLENNIUM HOLDCO 7 B.V. CD&R MILLENNIUM US HOLDCO LLC CD&R MILLENNIUM US ACQUICO LLC and Certain of the U.S. Subsidiaries of CD&R MILLENNIUM HOLDCO 6 S.A R.L., in Favor of CREDIT SUISSE AG as Collateral Agent and Administrative Agent Dated as of July 31, 2014 (September 15th, 2015)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 31, 2014, made by CD&R MILLENNIUM US ACQUICO LLC, a Delaware limited liability company (as further defined in the Credit Agreement (as defined below), the U.S. Borrower), CD&R MILLENNIUM US HOLDCO LLC, a Delaware limited liability company (as further defined in the Credit Agreement, Intermediate U.S. Holdings), CD&R MILLENNIUM HOLDCO 7 B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid, having its statutory seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 60799587 (as further defined in the Credit Agreement, Intermediate Dutch Holdings), and certain U.S. Subsidiaries of the Parent Borrower (as defined below) from time to time party hereto, in favor of CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the Collateral Agent) and administrative agent (in su

PharMEDium Healthcare Holdings, Inc. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by CDRF PARENT, INC., PHARMEDIUM HEALTHCARE CORPORATION and Certain of Its Domestic Subsidiaries, in Favor of JPMORGAN CHASE BANK, N.A. As Collateral Agent Dated as of January 28, 2014 (August 31st, 2015)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 28, 2014, made by PHARMEDIUM HEALTHCARE CORPORATION, a Delaware corporation (the Borrower), Holdings (as defined below) and certain Domestic Subsidiaries of the Borrower from time to time party hereto, in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the Collateral Agent) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Administrative Agent) for the banks and other financial institutions (collectively, the Lenders; individually, a Lender) from time to time parties to the Credit Agreement described below.

Univision Holdings, Inc. – FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of March 29, 2007 as Amended by the First Amendment to the First-Lien Guarantee and Collateral Agreement, Dated as of February 28, 2013 Among BROADCAST MEDIA PARTNERS HOLDINGS, INC., UMBRELLA ACQUISITION, INC. (To Be Merged With and Into UNIVISION COMMUNICATIONS INC.), the Subsidiaries of UNIVISION COMMUNICATIONS INC. From Time to Time Party Hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent (July 2nd, 2015)

FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of March 29, 2007 (this Agreement), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (Holdings), UMBRELLA ACQUISITION, INC., a Delaware corporation (Merger Sub) to be merged with and into UNIVISION COMMUNICATIONS INC. (the Company), UNIVISION OF PUERTO RICO INC., a Delaware corporation (Subsidiary Borrower and together with the US Borrower (as defined in the Credit Agreement referred to below), the Borrowers and each, a Borrower), the subsidiaries of the US Borrower from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the First-Lien Collateral Agent).

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by CARMIKE CINEMAS, INC. And Certain of Its Subsidiaries in Favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee Dated as of June 17, 2015 (June 23rd, 2015)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of June 17, 2015, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee (in such capacity, the Collateral Trustee) acting pursuant to this Agreement for the benefit of the Secured Parties.

Press Ganey Holdings, Inc. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by PG HOLDCO, LLC, PGA HOLDINGS, INC., as Borrower, and the Subsidiary Guarantors Party Hereto in Favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of April 20, 2012 (April 6th, 2015)

This FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2012, made by each of the signatories hereto, in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties, including the banks and other financial institutions or entities (the Lenders) from time to time parties to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, restated, supplemented waived and/or otherwise modified from time to time, the Credit Agreement), among PG Holdco, LLC, a Delaware limited liability company (Holdings), as Holdings, PGA Holdings, Inc., a Delaware corporation (the Borrower), as the Borrower, the Lenders and Issuing Lenders party thereto from time to time, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Goldman Sachs Lending Partners LLC, as Syndication Agent, General Electric Capital Markets, Inc. and UBS Securities LLC, as Co-Documentation Agents, Barclays Bank PLC and Goldman Sachs Lending P

Press Ganey Holdings, Inc. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by PG HOLDCO, LLC, PGA HOLDINGS, INC., as Borrower, and the Subsidiary Guarantors Party Hereto in Favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of April 20, 2012 (April 1st, 2015)

This FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2012, made by each of the signatories hereto, in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties, including the banks and other financial institutions or entities (the Lenders) from time to time parties to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, restated, supplemented waived and/or otherwise modified from time to time, the Credit Agreement), among PG Holdco, LLC, a Delaware limited liability company (Holdings), as Holdings, PGA Holdings, Inc., a Delaware corporation (the Borrower), as the Borrower, the Lenders and Issuing Lenders party thereto from time to time, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Goldman Sachs Lending Partners LLC, as Syndication Agent, General Electric Capital Markets, Inc. and UBS Securities LLC, as Co-Documentation Agents, Barclays Bank PLC and Goldman Sachs Lending P

Engility Holdings, Inc. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by TASC PARENT CORPORATION, as Holdings, TASC, INC., as the Borrower, and the Subsidiary Guarantors Party Hereto in Favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of May 23, 2014 (February 27th, 2015)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 23, 2014 (this Agreement), made by each of the signatories hereto, in favor of Barclays Bank PLC, as Collateral Agent (in such capacity, the Collateral Agent) for the banks and other financial institutions or entities (the Lenders) from time to time parties to the First Lien Credit Agreement, dated as of May 23, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), among TASC Parent Corporation, a Delaware corporation (Holdings), TASC, Inc., a Massachusetts corporation (the Borrower), the Lenders and Barclays Bank PLC, as Administrative Agent (in such capacity, the Administrative Agent) and Collateral Agent.

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Among LEE ENTERPRISES, INCORPORATED, CERTAIN SUBSIDIARIES OF LEE ENTERPRISES, INCORPORATED and JPMORGAN CHASE BANK, N.A., as COLLATERAL AGENT Dated as of March 31, 2014 (April 4th, 2014)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Credit Agreement (each as defined below), as applicable.

SFX Entertainment, INC – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by EACH OF THE GRANTORS PARTY HERETO in Favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of February 7, 2014 (March 31st, 2014)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 7, 2014, made by SFX Entertainment, Inc. a Delaware corporation (the Borrower), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined herein) in favor of Barclays Bank PLC, as collateral agent (in such capacity, together with any successor agent appointed pursuant to Section 8.07 of the Credit Agreement referred to below, the Collateral Agent) for the Secured Parties (as defined below), including the several banks and other financial institutions or entities (the Lenders) from time to time parties to that certain Credit Agreement, dated as the date hereof, by and among the Borrower, the Lenders, Barclays Bank PLC, as administrative agent, and the other agents party thereto (as amended, restated, supplemented waived and/or otherwise modified from time to time, the Credit Agreement).

JDA Software – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of December 21, 2012, Among RP CROWN HOLDING, LLC, RP CROWN PARENT, LLC, THE SUBSIDIARIES OF RP CROWN PARENT, LLC IDENTIFIED HEREIN and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (December 28th, 2012)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2012 (this Agreement), among RP CROWN HOLDING, LLC, a Delaware limited liability company, RP CROWN PARENT, LLC, a Delaware limited liability company, the Subsidiaries of RP CROWN PARENT, LLC party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent.

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by CARMIKE CINEMAS, INC. And Certain of Its Subsidiaries in Favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee Dated as of April 27, 2012 (April 30th, 2012)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this Agreement), dated as of April 27, 2012, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee (in such capacity, the Collateral Trustee) acting pursuant to this Agreement for the benefit of the Secured Parties.

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by WEB.COM GROUP, INC., and Certain of Its Subsidiaries in Favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 27, 2011 (October 28th, 2011)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 27, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") from time to time parties to the First Lien Credit Agreement, dated as of October 27, 2011 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Web.com Group, Inc. (the "Borrower"), the Lenders, the Co-Syndication Agents named therein, the Co-Documentation Agents named therein, and the Administrative Agent.

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., and CERTAIN SUBSIDIARIES OF CUMULUS MEDIA INC. In Favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of September 16, 2011 (September 22nd, 2011)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 16, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, but in no event including any Foreign Subsidiary, the Grantors), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the banks and other financial institutions or entities (the Lenders) from time to time parties to the First Lien Credit Agreement, dated as of September 16, 2011 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among CUMULUS MEDIA INC. (Parent), CUMULUS MEDIA HOLDINGS INC. (the Borrower), the Lenders and the Administrative Agent.

Logans Roadhouse Of Texas Inc – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by ROADHOUSE MERGER INC. (To Be Merged With and Into LRI HOLDINGS, INC., With LRI HOLDINGS, INC. As the Surviving Entity) ROADHOUSE FINANCING INC. (To Be Merged With and Into LOGANS ROADHOUSE, INC., With LOGANS ROADHOUSE, INC. As the Surviving Entity) THE GUARANTORS IDENTIFIED HEREIN in Favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 4, 2010 (April 18th, 2011)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 4, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the banks and other financial institutions or entities (the Lenders) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Roadhouse Merger Inc., a Delaware corporation (to be merged with and into LRI Holdings, Inc., a Delaware corporation, with LRI Holdings, Inc. as the surviving entity) (Holdings), Roadhouse Financing Inc., a Delaware corporation (to be merged with and into Logans Roadhouse, Inc., a Tennessee corporation, with Logans Roadhouse, Inc. as the surviving entity) as the borrower (the Borrower), the Lenders and the Administrative Agent.

Generac Holdings Inc – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by GENERAC ACQUISITION CORP. GPS CCMP MERGER CORP. And Certain Subsidiaries of GPS CCMP MERGER CORP. In Favor of GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent Dated as of November 10, 2006 (December 17th, 2009)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 10, 2006, made by each of the signatories hereto (other than GSCP, but together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as administrative agent (in such capacity and together with its successors, the Administrative Agent) for (i) the banks and other financial institutions or entities (the Lenders) from time to time parties to the Credit Agreement, dated as of November 10, 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the First Lien Credit Agreement), among Generac Acquisition Corp., a Delaware corporation (Holdings), GPS CCMP Merger Corp., a Wisconsin corporation (the Borrower), the Lenders party thereto, J.P. Morgan Securities Inc. and GSCP, as joint bookrunners and joint lead arrangers (in each such capacity, the Joint Lead Arrangers), JPMorgan Chase Bank, N.

Generac Holdings Inc – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by GENERAC ACQUISITION CORP. GPS CCMP MERGER CORP. And Certain Subsidiaries of GPS CCMP MERGER CORP. In Favor of GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent Dated as of November 10, 2006 (November 24th, 2009)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 10, 2006, made by each of the signatories hereto (other than GSCP, but together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (GSCP), as administrative agent (in such capacity and together with its successors, the Administrative Agent) for (i) the banks and other financial institutions or entities (the Lenders) from time to time parties to the Credit Agreement, dated as of November 10, 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the First Lien Credit Agreement), among Generac Acquisition Corp., a Delaware corporation (Holdings), GPS CCMP Merger Corp., a Wisconsin corporation (the Borrower), the Lenders party thereto, J.P. Morgan Securities Inc. and GSCP, as joint bookrunners and joint lead arrangers (in each such capacity, the Joint Lead Arrangers), JPMorgan Chase Bank, N.

Str Holdings Inc – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of June 15, 2007 Among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (November 17th, 2009)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this Agreement), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (STR), with STR being the surviving entity (the Borrower), STR HOLDINGS LLC, a Delaware limited liability company (Holdings), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent).

Str Holdings Inc – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of June 15, 2007 Among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (October 7th, 2009)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this Agreement), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (STR), with STR being the surviving entity (the Borrower), STR HOLDINGS LLC, a Delaware limited liability company (Holdings), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent).

First Lien Guarantee and Collateral Agreement (September 24th, 2008)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 11, 2007, made by each of the signatories hereto, in favor of: (A) LEHMAN COMMERCIAL PAPER INC. (LCPI), as Administrative Agent (in such capacity, the Administrative Agent) for (i) the banks and other financial institutions or entities (the Lenders) from time to time parties to the First Lien Credit Agreement, dated as of May 11, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the First Lien Credit Agreement), among EDGEN MURRAY II, L.P., a Delaware limited partnership (Holdings), EDGEN MERGER CO., a Nevada corporation (which will merge with and into Edgen Murray Corporation, a Nevada corporation, on the Closing Date) (the US Borrower), EDGEN MURRAY CAYMAN CORPORATION, a Cayman exempted company (the Cayman Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders), LEHMAN BROTHERS INC. and JEFFERIES FINANCE LLC, as joint lead ar

STR Holdings LLC – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of June 15, 2007 Among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (July 31st, 2008)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this Agreement), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (STR), with STR being the surviving entity (the Borrower), STR HOLDINGS LLC, a Delaware limited liability company (Holdings), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent).

Itc^Deltacom – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of July 31, 2007 Among INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., the Subsidiaries of Holdings From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (August 6th, 2007)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 31, 2007 (this Agreement), among INTERSTATE FIBERNET, INC., a Delaware corporation (the Borrower), ITC^DELTACOM, INC., a Delaware corporation (Holdings), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE (Credit Suisse), as first lien collateral agent (in such capacity, the Collateral Agent).

Covalence Specialty Materials Corp. – AMENDED AND RESTATED FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated and Effective as of May 18, 2006, Among COVALENCE SPECIALTY MATERIALS HOLDING CORP. COVALENCE SPECIALTY MATERIALS CORP., Each Subsidiary of the Company Identified Herein, and BANK OF AMERICA, N.A., as Collateral Agent (September 27th, 2006)

AMENDED AND RESTATED FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated and effective as of May 18, 2006 (this Agreement), among COVALENCE SPECIALTY MATERIALS HOLDING CORP., a Delaware corporation (Holdings), COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the Company), each Subsidiary of the Company identified herein as a party (each, a Subsidiary Party), and BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined below).

Einstein Noah Restaurant Group, Inc. – FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Made by NEW WORLD RESTAURANT GROUP, INC. And Certain of Its Subsidiaries in Favor of WELLS FARGO FOOTHILL, INC., as Administrative Agent Dated as of February 28, 2006 (March 6th, 2006)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of WELLS FARGO FOOTHILL, INC., as administrative agent (in such capacity, the Administrative Agent) for the Secured Parties (as hereinafter defined).

First Lien Guarantee and Collateral Agreement Dated as of June 10, 2005 by Spanish Broadcasting System, Inc. And Certain of Its Subsidiaries, as Grantors, in Favor of Lehman Commercial Paper Inc., as Administrative Agent (June 16th, 2005)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 10, 2005, by each of the signatories hereto identified on the signature pages hereto as a grantor (together with any other entity that may become a party hereto as provided herein, each a Grantor and collectively, jointly and severally, the Grantors) in favor of Lehman Commercial Paper Inc. as Administrative Agent (in such capacity, the Administrative Agent) for (i) the banks and other financial institutions or entities (the Lenders) from time to time parties to the First Lien Credit Agreement, dated as of June 10, 2005 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement) among Spanish Broadcasting System, Inc., a Delaware corporation (the Borrower), the Lenders, the Lead Arranger, the Arrangers, the Syndication Agent, the Documentation Agent and the Administrative Agent and (ii) the other Secured Parties (as hereinafter defined).

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 8, 2005 Among THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower, the SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY Identified as Grantors and Guarantors Herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent (May 4th, 2005)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, among THE GOODYEAR TIRE & RUBBER COMPANY (the Company), the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as collateral agent (the Collateral Agent).