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EXHIBIT
4.11
EXECUTION VERSION
SECOND LIEN SECURITY
AGREEMENT SUPPLEMENT
February 5,
2008
To: U.S. Bank National Association, as
Trustee
and Collateral Agent for the benefit of
the
Secured Parties referred to in the
Second Lien
Security Agreement referred to
below.
Re: MSC-Medical Services
Company – Creation of New Subsidiary
Ladies and Gentlemen:
MSC-Medical Services Company, a Florida
corporation (“Issuer”) has entered into (i) an
Indenture dated as of June 21, 2005 (as may be amended,
amended and restated, supplemented or otherwise modified from time
to time, being the “Indenture” ) with
U.S. Bank National Association (the “Trustee” or
“Collateral Agent”), (ii) a Revolving Credit
Agreement dated as of March 31, 2005 (as amended, amended
and restated, supplemented or otherwise modified from time to time,
the “ Revolving Credit Agreement ”),
among Issuer (as the surviving entity of the Merger), as the
Borrower, the Lenders party thereto, Bank of America, N.A., as
administrative agent (together with any successor Administrative
Agent appointed pursuant to Article XI of the Revolving
Credit Agreement, the “ Administrative Agent
”) and L/C Issuer, (iii) a Security Agreement dated
March 31, 2005 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “ First
Lien Security Agreement ”) made by the Grantors from
time to time party thereto in favor of the Administrative Agent for
the Secured Parties and (iv) a Second Lien Security Agreement
dated June 21, 2005 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “
Second Lien Security Agreement ”) among Issuer,
MCP-MSC Acquisition, Inc. (“Holdings”, and, together
with Issuer, collectively, the “Grantors”), to Trustee,
as indenture trustee and collateral agent for the benefit of
Trustee and the holders from time to time of the Second Lien Notes
(such holders, together with the Trustee and the Collateral Agent,
each a “Secured Party” and, collectively, the
“Secured Parties”). Terms defined in the Indenture or
the Second Lien Security Agreement and not otherwise defined herein
are used herein as defined in the Indenture or the Second Lien
Security Agreement.
SECTION 1. Grant of
Security . Subject to the rights and obligations described in
the Intercreditor Agreement which sets forth the relative rights,
interests and priorities of the Secured Parties (as defined
therein) with respect to the Collateral, the undersigned hereby
grants to the Trustee, for the ratable benefit of the Secured
Parties, a security interest in all of its right, title and
interest in and to the following, in each case whether now owned or
hereafter acquired by the undersigned, wherever located and whether
now or hereafter existing or arising (collectively, the
undersigned’s “ Collateral ”): all
Equipment, Inventory, Receivables,
ZoneCare 2d Lien Security
Agreement
1
Related Contracts, Security Collateral
(including, without limitation, the shares of stock and other
Equity Interests set forth on Part I of Schedule I
hereto, the indebtedness set forth on Part II of
Schedule I hereto and the securities and
securities/deposit accounts set forth on Schedule II
hereto), Agreement Collateral (including, without limitation, each
of the agreements listed on Schedule III hereto), Account
Collateral (including, without limitation, the deposit accounts set
forth on Schedule IV hereto), Intellectual Property
Collateral, Commercial Tort Claims Collateral (including, without
limitation, the commercial tort claims described in Schedule
V hereto), all books and records (including, without
limitation, subject to applicable law, customer lists, credit
files, printouts and other computer output materials and records)
of the undersigned pertaining to any of the undersigned’s
Collateral, and all proceeds of, collateral for, income, royalties
and other payments now or hereafter due and payable with respect
to, and supporting obligations relating to, any and all of the
undersigned’s Collateral (including, without limitation,
proceeds, collateral and supporting obligations that constitute
property of the types described in this Section 1 )
and, to the extent not otherwise included, all (A) payments
under insurance (whether or not the Administrative Agent is the
loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral, and (B) cash.
Notwithstanding the foregoing
provisions of this Section 1 , in no event shall the
security interest granted hereunder attach to any contract,
license, permit or franchise to which the undersigned is a party or
any of its rights or interests thereunder, or any property or
assets subject to any contract, license, permit or franchise, if
and for so long as the grant of such security interest shall
constitute or result in (x) the abandonment, invalidation or
unenforceability of any right, title or interest of the undersigned
therein or (y)&nbs
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