THIRD-PARTY SECURITY AGREEMENT
(Management and Advisory Fees)
This Third-Party Security Agreement (Management and Advisory Fees) (the “Agreement”), dated
November 9, 2007 for reference purposes only, is executed by and between VESTAR CAPITAL
PARTNERS , a New York general partnership (referred to as “Debtor”), and * * * , a division of * * *
(“Lender”), with reference to the following facts:
A. Concurrent herewith Lender and VESTAR CAPITAL PARTNERS V, L.P. (“Borrower”)
are entering into a Loan and Security Agreement of even date herewith (“Loan Agreement”).
B. This Agreement is being provided pursuant to Section 3.4 of the Loan Agreement to secure
obligations of Borrower under the Loan Agreement.
THEREFORE, for valuable consideration, the receipt and adequacy of which are acknowledged, Debtor
and Lender agree as follows:
1. Definitions . For purposes of this Agreement, the terms listed on Exhibit A shall have the
meanings specified therein. In addition terms not defined in Exhibit A which are defined in Article 9 of the Code
or in the Loan Agreement shall have the meaning specified therein.
2. Security Interest .
2.1 Security Interest . Debtor hereby grants to Lender a continuing security interest in all
presently existing and hereafter acquired or arising Collateral as described in Exhibit B in order to secure prompt
repayment and performance of all Obligations. Upon filing of an appropriate UCC-1 Financing Statement, such
security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will
constitute a valid, security interest in Collateral acquired after the date hereof.
2.2 Security Documents .
(a) Lender may file all financing statements