Exhibit 10.3


 


AMENDED AND RESTATED GUARANTY
AND SECURITY 


AGREEMENT


THIS AMENDED AND RESTATED GUARANTY AND SECURITY
AGREEMENT, dated as of September 15, 2006, is made by AVENTINE
RENEWABLE ENERGY, a Delaware corporation (the “Borrower”),
AVENTINE RENEWABLE ENERGY, LLC, a
Delaware limited liability company (“Parent”
and, together with any other entity that may become a party hereto or a
Guarantor as provided herein, the “Guarantors”
and, each individually, a “Guarantor,”
and the Guarantors, together with the Borrower, the “Grantors”
and, each individually, a “Grantor”),
in favor of JPMORGAN CHASE BANK, N.A., (f.k.a.
JPMorgan Chase Bank) as the Administrative Agent (in such capacity, the “Administrative Agent”) for the
ratable benefit of (a) the financial institutions (the “Lenders”)
now or hereafter parties to the Amended and Restated Credit Agreement dated as
of September 15, 2006 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among the
Borrower, the Administrative Agent, the Issuing Bank (as defined in the Credit
Agreement) and the Lenders, (b) the Issuing Bank, and (c) the Secured
Affiliates (as defined in the Credit Agreement) (collectively, the “Secured Parties”).


W
I T N E S S E T H:


WHEREAS,
Borrower, the Administrative Agent and the financial institutions party thereto
as lenders (the “Existing Lenders”) are parties to that certain Credit
Agreement dated as of May 30, 2003, pursuant to which the Existing Lenders made
certain extensions of credit to Borrower (the “Existing Credit Agreement”);
and


WHEREAS, to
guaranty and secure, among other things, the obligations of Borrower under the
Existing Credit Agreement, Borrower and Parent entered into that certain
Guaranty and Security Agreement dated as of May 30, 2003 (as amended to date,
the “Existing
Guaranty and Security Agreement”), pursuant to which Borrower
and Parent granted to the Administrative Agent for the benefit of the Existing
Lenders a security interest in substantially all of their assets; and


WHEREAS,
Borrower, the Lenders and the Administrative Agent have entered into the Credit
Agreement pursuant to which, among other things, the Existing Credit Agreement
is being amended and restated in its entirety; and


WHEREAS, in
connection with the amendment and restatement of the Existing Credit Agreement,
the Administrative Agent and the Grantors desire to amend and restate the
Existing Guaranty and Security Agreement in the form of this Agreement.


NOW, THEREFORE, the Existing Guaranty and Security
Agreement is hereby amended and restated in its entirety as follows:



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ARTICLE 1

DEFINED TERMS


Section
1.1            Definitions.


(a)           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement, and the
following terms which are defined in the UCC are used herein as so
defined:  Accounts, Chattel Paper,
Certificated Securities, Commercial Tort Claims, Commodity Accounts, Commodity
Contracts, Commodity Intermediary, Deposit Accounts, Documents, Electronic
Chattel Paper, Equipment, Farm Products, Financial Assets, Fixtures, Goods,
Health Care Insurance Receivable, Instruments, Inventory, Investment Property,
Letter-of-Credit Rights, Money, Payment Intangibles, Proceeds, Promissory
Notes, Records, Security, Securities Accounts, Security Certificate, Security
Entitlements, Securities Intermediary, Software, Supporting Obligations,
Uncertificated Securities and Tangible Chattel Paper.


(b)           The following terms shall have the
following meanings:


“Agreement”
shall mean this Amended and Restated Guaranty and Security Agreement, as the
same may be amended, supplemented or otherwise modified from time to time.


“Collateral”
shall have the meaning provided in Article 3 hereof.


“Copyright
Licenses” shall mean any and all 
agreements, whether written or oral, providing for the grant by or to
Grantor of any right under any Copyright, including, without limitation, the
grant of rights to manufacture, distribute, exploit and sell materials derived
from any Copyright.


“Copyright
Security Agreement” means the Copyright Security Agreement
executed and delivered by the Grantors to the Administrative Agent,
substantially in the form of Annex III hereto, as such agreement may hereafter
be amended, supplemented or otherwise modified from time to time.


“Copyrights”
shall mean (i) any and all other copyrights, in the United States or any other
country, whether registered or unregistered, or published or unpublished, all
registrations and recordings thereof and all applications in connection
therewith, and (ii) the right to obtain all renewals of the foregoing.


“General
Intangibles” shall mean all “general intangibles” as such term
is defined in the UCC and, in any event, including, without limitation, with
respect to any Grantor, all contracts, agreements, instruments and indentures
in any form, and portions thereof, to which such Grantor is a party or under
which such Grantor has any right, title or interest or to which such Grantor or
any property of such Grantor is subject (to the extent that a grant of a
security interest in such general intangible is not prohibited by applicable
law or by the terms of any contract, agreement, instrument, indenture or other
document creating, evidencing or relating to such general intangibles), as the
same may from time to time be amended, supplemented or otherwise modified,
including, without limitation (but limited as aforesaid), (i) all rights of
such 



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Grantor to receive moneys due and to become due to it
thereunder or in connection therewith, (ii) all rights of such Grantor to
damages arising thereunder, (iii) all equity that constitutes “general
intangibles” and (iv) all rights of such Grantor to perform and to exercise all
remedies thereunder.  The exclusion of
any general intangible from this definition as a result of any restrictions on
the grant of a security interest in such general intangible does not restrict
the grant of the security interest contemplated hereby in any Account, Payment
Intangible, Chattel Paper or other right to payment arising under or pursuant
to such general intangible.


“Insurance”
shall mean (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Administrative Agent is the loss payee thereof) and
(ii) any key man life insurance policies.


“Intellectual
Property” shall mean all rights, priorities and privileges
provided under United States, multinational and foreign law relating to
intellectual property, including without limitation, the Copyrights, the
Copyright Licenses, the Patents, the Patent Licenses, the Trade Secrets, the
Trade Secret Licenses, the Trademarks and the Trademark Licenses, and all
rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.


“Issuer”
shall mean, with reference to any Security, the issuer of such Security.


“Patent
License” shall mean any and all agreements, whether written or
oral, providing for the grant by or to any Grantor of any right to manufacture,
use or sell any invention covered in whole or in part by a Patent to the extent
that a grant of a security interest in such patent license is not prohibited by
applicable law or the applicable patent agreement.


“Patent
Security Agreement” means the Patent Security Agreement executed
and delivered by the Grantors to the Administrative Agent, substantially in the
form of Annex IV hereto, as such agreement may hereafter be amended,
supplemented or otherwise modified from time to time.


“Patents”
shall mean (i) all letters patent of the United States or any other country and
all reissues and extensions thereof, (ii) all applications for letters patent
of the United States or any other country and all divisions, continuations and
continuations-in-part thereof, and (iii) all rights to obtain any reissues or
extensions of the foregoing.


“Pledged
Securities” shall mean the Securities of any Person that may be
issued or granted to, or held by, any Grantor.


“Receivable”
shall mean any right to payment for goods sold or leased or for services
rendered, whether or not such right is evidenced by an Instrument or Chattel
Paper and whether or not it has been earned by performance (including, without
limitation, any Account).


“Securities
Act” shall mean the Securities Act of 1933, as amended.


“Trade
Secret Licenses” shall mean any and all agreements, whether
written or oral, providing for the grant by or to any Grantor of any right in
or to Trade Secrets, to the extent 



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that a grant of a security interest in such Trade
Secret License is not prohibited by applicable law or the applicable Trade
Secret License.


“Trade
Secrets” shall mean all trade secrets and all other confidential
or proprietary information and know-how whether or not such trade secret has
been reduced to a writing or other tangible form, including all documents and
things embodying, incorporating, or referring in any way to such trade secret,
including but not limited to:  (i) the
right to sue for past, present and future misappropriation or other violation
of any trade secret, and (ii) all Proceeds of the foregoing, including, without
limitation, licenses, royalties, income, payments, claims, damages, and
proceeds of suit.


“Trademark
License” shall mean any and all agreements, whether written or
oral, providing for the grant by or to any Grantor of any right to use any
Trademark, to the extent that a grant of a security interest in such Trademark
License is not prohibited by applicable law or the applicable Trademark
License.


“Trademark
Security Agreement” means the Trademark Security Agreement
executed and delivered by the Grantors to the Administrative Agent,
substantially in the form of Annex V hereto, as such agreement may
hereafter be amended, supplemented or otherwise modified from time to time.


“Trademarks”
shall mean (i) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos
and other source or business identifiers, and all goodwill associated
therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in
the United States Patent and Trademark Office or in any similar office or
agency of the United States, any State thereof or any other country or any
political subdivision thereof, or otherwise, and all common-law rights related
thereto, and (ii) the right to obtain all renewals thereof.


“Vehicles”
shall mean all cars, railcars, trucks, trailers, construction and earth moving
equipment and other vehicles covered by a certificate of title law of any state
and all tires and other appurtenances to any of the foregoing.


Section
1.2            Other Definitional
Provisions.


(a)           The
words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Section and Schedule references
are to this Agreement unless otherwise specified.


(b)           The
meanings given to terms defined herein or in the UCC or in the Credit Agreement
shall be equally applicable to both the singular and plural forms of such
terms.


(c)           Where
the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or
the relevant part thereof.



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ARTICLE 2

GUARANTY


Section
2.1            Guaranty.


(a)           Each
Guarantor hereby unconditionally and irrevocably, jointly and severally
guarantees to the Administrative Agent, for the ratable benefit of the Lenders
and the Secured Parties, the prompt and complete payment and performance by the
Borrower when due (whether at the stated maturity, by acceleration or
otherwise) of the Lender Indebtedness.


(b)           Anything
herein or in any other Financing Document to the contrary notwithstanding, the
maximum liability of any Guarantor hereunder and under the other Financing
Documents shall in no event exceed the amount which can be guaranteed by such
Guarantor without rendering the obligations of such Guarantor void or voidable
as a fraudulent transfer or fraudulent conveyance under applicable federal and
state laws relating to the insolvency of debtors.


(c)           Each
Guarantor agrees that the Lender Indebtedness may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without
impairing the guaranty contained in this Article 2 or affecting the rights and
remedies of any Lender hereunder.


(d)           The
guaranty contained in this Article 2 shall remain in full force and effect
until all of the Lender Indebtedness and the obligations of each Guarantor
under the guaranty contained in this Article 2 shall have been satisfied by
payment in full, no Letters of Credit remain outstanding and the Revolving
Credit Commitments shall have been terminated, notwithstanding that from time
to time during the term of the Credit Agreement no Lender Indebtedness may be
outstanding.


Section 2.2            No Subrogation.  Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of such Guarantor by
the Administrative Agent or any other Lender, no Guarantor shall be entitled to
be subrogated to any of the rights of the Administrative Agent or any other
Lender against the Borrower, any Guarantor, any other Obligated Party, or any
collateral security or guaranty or right of offset held by the Administrative
Agent or any other Lender for the payment of the Lender Indebtedness, and no
Guarantor shall seek or be entitled to seek any contribution or reimbursement
from the Borrower, any Guarantor or any other Obligated Party in respect of
payments made by any Guarantor hereunder, until all amounts owing to the
Administrative Agent and the other Lenders on account of the Lender
Indebtedness are paid in full, no Letters of Credit remain outstanding and the
Revolving Credit Commitments are terminated. 
If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Lender Indebtedness shall not
have been paid in full, such amount shall be held by such Guarantor in trust
for the Lenders, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Administrative
Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor
to the Administrative Agent, if required), to be applied against the Lender
Indebtedness, whether matured or unmatured, in such order as the Administrative
Agent may determine in its sole discretion.



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Section 2.3            Amendments, etc. with respect to
the Lender Indebtedness. 
Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against such Guarantor and without notice to
or further assent by such Guarantor, any demand for payment of any of the
Lender Indebtedness made by the Administrative Agent, any Lender, or any
Secured Affiliate may be rescinded by the Administrative Agent or such Lender
and any of the Lender Indebtedness continued, and the Lender Indebtedness, or
the liability of any other Person upon or for any part thereof, or any
collateral security or guaranty therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Administrative Agent, any Lender, or any Secured Affiliate, and the Credit
Agreement and the other Financing Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent, the Required
Lenders or all Lenders, as the case may be, may deem advisable from time to
time, and any collateral security, guaranty or right of offset at any time held
by the Administrative Agent, any Lender, or any Secured Affiliate for the
payment of the Lender Indebtedness may be sold, exchanged, waived, surrendered
or released.  No Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Lender Indebtedness or for the guaranty contained in
this Article 2 or any property subject thereto.


Section 2.4            Guaranty Absolute and
Unconditional. 
Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Lender Indebtedness and notice of or proof
of reliance by the Administrative Agent or any other Lender upon the guaranty
contained in this Article 2 or acceptance of the guaranty contained in this
Article 2; the Lender Indebtedness, and any of them, shall conclusively be
deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the guaranty contained in this Article 2;
and all dealings between the Borrower and such Guarantor, on the one hand, and
any of the Lenders, or any Secured Affiliate, on the other hand, likewise shall
be conclusively presumed to have been had or consummated in reliance upon the
guaranty contained in this Article 2. 
Each Guarantor waives diligence, presentment, protest, demand for payment,
notice of intent to accelerate, notice of acceleration and notice of default or
nonpayment to or upon the Borrower or such Guarantor with respect to the Lender
Indebtedness.  Each Guarantor understands
and agrees that the guaranty contained in this Article 2 shall be construed as
a continuing, absolute and unconditional guaranty of payment without regard to
(a) the validity or enforceability of the Credit Agreement or any other
Financing Document, any of the Lender Indebtedness or any other collateral security
therefor or guaranty or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any other Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by Borrower,
any other Guarantor, any other Obligated Party or any other Person against the
Administrative Agent, any Lender, or any Secured Affiliate, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the
Borrower, any other Guarantor or Obligated Party or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of such Guarantor under the guaranty contained in this Article 2, in
bankruptcy or in any other instance. 
When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against any Guarantor, the Administrative Agent, any Lender,
or any Secured Affiliate may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies 



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as it may have against any other Grantor, any other Guarantor or
Obligated Party, or any other Person, or against any collateral security or
guaranty for the Lender Indebtedness or any right of offset with respect
thereto, and any failure by the Administrative Agent, any Lender, or any
Secured Affiliate to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Borrower, any Guarantor, any other
Obligated Party, or any other Person, or to realize upon any such collateral
security or guaranty or to exercise any such right of offset, or any release of
the Borrower, any Guarantor, any other Obligated Party, or any other Person, or
any such collateral security, guaranty or right of offset, shall not relieve
such Guarantor of any obligation or liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent, any Lender, or any Secured
Affiliate against such Guarantor.  For
the purposes hereof, “demand” shall include the commencement and continuance of
any legal proceedings.


Section 2.5            Reinstatement.  The guaranty contained in this Article 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Lender Indebtedness is
rescinded or must otherwise be restored or returned by the Administrative
Agent, any Lender, or any Secured Affiliate upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Grantor or any other
Obligated Party, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for any Grantor or
any other Obligated Party, or any substantial part of its property, or
otherwise, all as though such payments had not been made.


Section 2.6            Acceleration.  Without limiting the rights of the
Administrative Agent, the Lenders, or any Secured Affiliate and the obligations
of each Grantor hereunder, if an Event of Default occurs under the Credit
Agreement which would permit acceleration of the Lender Indebtedness but for
any limitation on acceleration imposed on account of any bankruptcy, insolvency
or other legal proceedings relating to any Grantor, then upon written notice
from the Administrative Agent upon the request of the Required Lenders pursuant
to Article 8 of the Credit Agreement on account of such Event of Default, the
full amount of the Lender Indebtedness which would then be payable pursuant to
Article 8 of the Credit Agreement shall be and become due and payable from the
Guarantors whether or not the Lender Indebtedness has been declared to become
due and payable from the Borrower.


Section 2.7            Payments.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim and in immediately available funds and in Dollars at the Payment
Office, not later than 11:00 a.m., Chicago, Illinois time.  Without limiting the above, any and all
payments by or on account of any of the Guarantors hereunder shall be made free
and clear of and without deduction for any Taxes other than Excluded Taxes;
provided that if any of the Guarantors shall be required to deduct any Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.7) the Administrative Agent receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the applicable Guarantors shall make such deductions, and (iii) such
Guarantors shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.



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ARTICLE 3

GRANT OF SECURITY INTEREST


Each Grantor hereby assigns and transfers to the
Administrative Agent, and hereby grants to the Administrative Agent, for the
ratable benefit of the Secured Parties, a security interest in, all of the
following assets and Property, tangible and intangible now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Lender
Indebtedness:


(a)           all
Accounts (including Health Care Insurance Receivables);


(b)           all
books and Records pertaining to the Collateral or otherwise;


(c)           all
Chattel Paper (including all Tangible Chattel Paper and Electronic Chattel
Paper);


(d)           all
Commercial Tort Claims described on Schedule 6;


(e)           all
Commodity Accounts;


(f)            all
Commodity Contracts;


(g)           all
Deposit Accounts;


(h)           all
Documents;


(i)            all
General Intangibles (but subject to the limitations set forth in the definition
of such term);


(j)            all
Goods (including, without limitation, all Equipment and Inventory);


(k)           all
Instruments (including, without limitation, all promissory notes);


(l)            all
Insurance;


(m)          all
Intellectual Property;


(n)           all
Investment Property;


(o)           all
Letter of Credit Rights;


(p)           all
Money;


(q)           all
Pledged Securities (but subject to the limitations set forth in the definition
of such term);


(r)            all
Receivables, to the extent not otherwise described above;



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(s)           all
Securities;


(t)            all
Securities Accounts;


(u)           all
Securities Entitlements;


(v)           all
Supporting Obligations;


(w)          all
Vehicles; and


(x)            to
the extent not otherwise included, all Proceeds, products, accessions, rents
and profits of or in respect of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing; provided that the Collateral shall not include (i) the Equity held
by any Grantor of any Marketing Alliance Partner which is a Marketing Alliance
Partner on the Closing Date to the extent that the granting of such Lien is
prohibited pursuant to the terms of the organizational documents of such Marketing
Alliance Partner on the Closing Date, (ii) the Equity in Nebraska Sub unless
and until either (A) Parent or Borrower obtain the consent of the requisite
holders of Equity in Nebraska Sub to the grant of the Security Interest in such
Equity of Nebraska Sub, or (B) Parent and Borrower collectively hold at least
80% of the Equity of Nebraska Sub, and (iii) the Equity held by any Grantor in
Fluid Technologies PLC; provided further, that upon the occurrence of either
event described in clause (ii) preceding, the Equity of Nebraska Sub shall
immediately and without any further action on the part of any Grantor become “Collateral”
for purposes of this Agreement and the security interest provided for herein
shall immediately attach to such Equity.


ARTICLE 4

REPRESENTATIONS AND WARRANTIES


To induce the Administrative Agent, the Issuing Bank
and the Lenders to enter into the Credit Agreement and to induce (a) the
Lenders to make their respective extensions of credit to the Borrower, (b) the
Issuing Bank to issue Letters of Credit thereunder, and (c) the Secured
Affiliates to enter into Hedging Agreements and Cash Management Agreements,
each Grantor hereby represents and warrants to the Administrative Agent and
each other Lender that:


Section 4.1            Representations in Credit
Agreement.  The
representations and warranties set forth in Article 5 of the Credit Agreement
as they relate to such Grantor or to the Financing Documents to which such
Grantor is a party, each of which is hereby incorporated herein by reference, are
true and correct in all material respects, and the Administrative Agent and
each other Lender shall be entitled to rely on each of them as if they were
fully set forth herein.


Section 4.2            Title; No Other Liens.  Except for the security interest granted to
the Administrative Agent for the ratable benefit of the Secured Parties
pursuant to this Agreement and the Permitted Liens, such Grantor owns each item
of the Collateral free and clear of any and all Liens or claims of others.  No financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record in
any public office, except (a) such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties pursuant 



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to this Agreement, (b) such as are expressly permitted by the Credit
Agreement, and (c) those which will be released simultaneously with the initial
Borrowing under the Credit Agreement.


Section 4.3            Perfected First Priority Liens.  The security interests granted pursuant to
this Agreement, the Copyright Security Agreement, the Patent Security Agreement
and the Trademark Security Agreement (a) upon completion of the filings and
other actions specified on Schedule 1 hereto (which, in the case of all
filings and other documents referred to on said Schedule, have been delivered
to the Administrative Agent in completed and duly executed form) will
constitute valid perfected security interests in the Collateral to the extent
that a security interest therein may be perfected by filing pursuant to the UCC
in favor of the Administrative Agent, for the ratable benefit of the Lenders,
as collateral security for the Lender Indebtedness, enforceable in accordance
with the terms hereof against all creditors of such Grantor subject to (i)
bankruptcy, insolvency, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors’ rights generally, and (ii) general
principles of equity (regardless of whether considered in a proceeding at law
or in equity), and (b) are prior to all other Liens on the Collateral in
existence on the date hereof except for Permitted Liens.  Any reference in this Agreement or the other
Financing Documents to Permitted Liens is not intended to and should not be
interpreted as subordinating or postponing, or as any agreement to subordinate
or postpone, any Lien created herein or by any of the other Financing Documents
to any Permitted Lien.


Section 4.4            Organization.  Such Grantor’s jurisdiction of incorporation,
formation or organization (as applicable), organizational identification number
and federal tax identification number are specified on Schedule 2 hereto
(as such Schedule may be updated from time to time in accordance with Section
5.5).


Section
4.5            Inventory and Equipment.  No Inventory or Equipment of any Grantor is
or at any time evidenced by a negotiable Document.


Section 4.6            Farm Products.  None of the Collateral constitutes, or is the
Proceeds of, Farm Products.


Section
4.7            Intellectual Property.


(a)           All
Intellectual Property owned or licensed by each Grantor or in which any Grantor
holds an interest are accurately listed and described in Schedule 4
hereto (as such Schedule may be updated from time to time in accordance with
Section 5.9 hereof).


(b)           The
Copyrights and Copyright applications listed on Schedule A to the Copyright
Security Agreement executed and delivered in connection with this Agreement
constitute all of the Copyrights and Copyright applications owned and currently
in use by the Company.  The Patents and
Patent applications listed on Schedule A to the Patent Security Agreement
executed and delivered in connection with this Agreement constitute all of the
Patents and Patent applications owned and currently in use by the Company.  The Trademarks and Trademark applications
listed on Schedule A to the Trademark Security Agreement executed and delivered
in connection with this Agreement constitute all of the Trademarks and
Trademark applications owned and currently in use by the Company.



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(c)           All
Intellectual Property of each Grantor is valid, subsisting, unexpired,
enforceable, has not been abandoned, and does not infringe the Intellectual
Property rights of a third party.


(d)           Except
as set forth in Schedule 4 hereto (as such Schedule may be updated from
time to time in accordance with Section 5.9 hereof), none of the Intellectual
Property is the subject of any licensing or franchise agreement pursuant to
which such Grantor is the licensor or franchisor.


(e)           No
holding, decision or judgment has been rendered by any Governmental Authority
which would limit, cancel or question the validity of, or such Grantor’s rights
in, any Intellectual Property.


(f)            No
action or proceeding is pending or, to the knowledge of such Grantor,
threatened on the date hereof seeking to limit, cancel or question the
validity, or such Grantor’s ownership, of any Intellectual Property.


Section
4.8            Instruments and Chattel
Paper.


(a)           All
Instruments and Chattel Paper in which a Grantor holds any beneficial or record
interest are accurately listed and described in Schedule 5 hereto (as
such Schedule may be updated from time to time in accordance with Section 5.2
hereof).


(b)           The
applicable Grantor has delivered to the Administrative Agent all Instruments
and tangible Chattel Paper comprising a part of the Collateral, and each such
instrument has been duly endorsed in blank.


(c)           Each
Grantor has taken all actions reasonably requested by the Administrative Agent
to establish control (as defined in the UCC) by the Administrative Agent of all
electronic Chattel Paper included in the Collateral and all “transferable
records” as defined in Section 201 of the Federal Electronics Signatures in
Global and National Commerce Act or in Section 16 of Uniform Electronic
Transactions Act as in effect in all relevant jurisdictions.  Without limiting the foregoing, each Grantor
represents and warrants that all conditions necessary to establish the
Administrative Agent’s control over any electronic chattel paper included in
the Collateral under Section 9.105 of the UCC have been satisfied.


Section 4.9            Commercial Tort Claims.  All Commercial Tort Claims of each Grantor or
in which any Grantor holds an interest are accurately listed and described in Schedule
6 hereto (as such Schedule may be updated from time to time in accordance
with Section 5.10 hereof).


ARTICLE 5

COVENANTS


Each Grantor covenants and agrees that, from and after
the date of this Agreement until the Lender Indebtedness shall have been paid
in full and the Revolving Credit Commitments shall have terminated such Grantor
shall:



 11
 









Section 5.1            Covenants in Credit Agreement and
other Financing Documents.  Take, or refrain from taking, as the case may
be, each action that is necessary to be taken or not taken, as the case may be,
so that each covenant and agreement applicable to such Grantor contained in the
Credit Agreement and the other Financing Documents is completed and no Default
or Event of Default is caused by the failure to take such action or to refrain
from taking such action by such Grantor or any of its Subsidiaries.


Section 5.2            Delivery of Instruments and
Chattel Paper. 
Immediately upon the creation or acquisition of any Instrument or
Chattel Paper, deliver written notice thereof, to the Administrative Agent
which notice shall include a description in reasonable detail of the
Instruments or Chattel Paper which is the subject of such notice, and deliver
the same duly indorsed in a manner satisfactory to the Administrative Agent, to
be held as Collateral pursuant to this Agreement.  At the Administrative Agent’s option, the
Administrative Agent may permit such Grantor to retain physical possession of
any Chattel Paper in the event such Grantor shall cause the original of any
such Instrument or Chattel Paper to be conspicuously marked in a form and
manner acceptable to the Administrative Agent with the following legend
referring to Chattel Paper:  “This
Chattel Paper is subject to the security interest of JPMorgan Chase Bank, N.A.,
as the Administrative Agent, and any sale, transfer, assignment or encumbrance
of this Chattel Paper violates the rights of such secured party.”  Upon receipt of the notice required by this
Section 5.2 with respect to any Instrument or Chattel Paper hereafter acquired
by any Grantor, Schedule 5 shall be deemed to be updated to include such
Instrument or Chattel Paper (and the Administrative Agent may, but shall not be
required to, physically replace the existing Schedule 5 with a new
Schedule reflecting such additional Instrument or Chattel Paper).


In the event that such Grantor shall at any time hold
or acquire an interest in any electronic chattel paper or any “transferable
record” (as such term is defined in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or in Section 16 of the Uniform
Electronic Transactions Act as in effect in any relevant jurisdiction), such
Grantor shall promptly notify the Administrative Agent thereof in writing, and
such Grantor shall take, or cause to be taken, such actions as the
Administrative Agent may request to give the Administrative Agent control of
such Electronic Chattel Paper under Section 9-314 of the UCC and control of
such transferable record under Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act or, as the case may be, Section 16 of the
Uniform Electronic Transactions Act, as in effect in such jurisdiction.


Section 5.3            Insurance.  Cause the Collateral to at all times be
insured in such amounts, against such claims and losses and pursuant to such
policies as are required pursuant to the Credit Agreement.


Section
5.4            Maintenance of Perfected
Security Interest; Further Documentation.


(a)           Maintain
the security interest created by this Agreement as a perfected security
interest having at least the priority described in Section 4.3 hereof shall
defend such security interest against the claims and demands of all Persons
whomsoever; provided that the Administrative Agent shall release liens and
security interests in any Collateral which is sold or otherwise disposed of in
accordance with the terms of the Credit Agreement and the other Financing
Documents.



 12















(b)           Furnish
to the Administrative Agent and the other Secured Parties from time to time, at
such Grantor’s sole cost and expense, statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Administrative Agent may request, all in such detail
as the Administrative Agent may request.


(c)           At
any time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of such Grantor, such Grantor will promptly and
duly execute (as required by applicable law), deliver and/or have recorded with
appropriate agencies such further instruments and documents and take such
further actions as the Administrative Agent may request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted, including, without limitation, the filing of any
financing or continuation statements under the UCC (or other similar laws) in
effect in any jurisdiction with respect to the security interests created
hereby.


(d)           This
Section 5.4 and the obligations imposed on each Grantor by this Section 5.4
shall be interpreted as broadly as possible in favor of the Administrative
Agent and the Secured Parties in order to effectuate the purpose and intent of
this Agreement.


Section 5.5            Changes in Locations, Name, etc.  Not, except upon five (5) Business Days’
prior written notice to the Administrative Agent and delivery to the
Administrative Agent of all additional financing statements and other documents
reasonably requested by the Administrative Agent to maintain the validity,
perfection and priority of the security interests provided for herein:


(a)           change
its jurisdiction of incorporation, formation, or organization, as applicable;
or


(b)           change
its name, identity or organizational structure.


Each notice delivered pursuant to this Section 5.5
shall specify in reasonable detail any change in the jurisdiction of
incorporation, organization, formation, name, identity or corporate structure
as applicable.  Upon receipt of such
notice, Schedule 2 shall be deemed to be updated to include such new or
modified information (and the Administrative Agent may, but shall not be
required to, physically replace the existing Schedule 2, with a new
Schedule reflecting such additional or modified information).


Section 5.6            Notices.  Advise the Administrative Agent promptly, in
reasonable detail, of any Lien (other than Permitted Liens) on any of the
Collateral.


Section
5.7            Pledged Securities.


(a)           Notify
the Administrative Agent promptly in writing upon the acquisition by any
Grantor of any Pledged Securities, which notice shall (i) set forth all
information with respect to such Pledged Securities as is set forth on Schedule
3 hereto with respect to the Pledged Securities owned by the Grantors on
the date hereof, and (ii) be accompanied by an Acknowledgment and Consent to
Pledge duly executed by the Issuer of such Securities (unless such Issuer is
also a Grantor).  Upon receipt of such
notice, Schedule 3 shall be deemed to be



 13
 









updated to include such Pledged Securities (and the Administrative
Agent may, but shall not be required to, replace the existing Schedule 3
with a new Schedule reflecting such Pledged Securities).  Nothing contained in this Section 5.7 shall
permit any Grantor to invest in or hold any Security to the extent such
investment is prohibited pursuant to the Credit Agreement.


(b)           If
any Grantor shall become entitled to receive or shall receive any Security
Certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection with
any reorganization), option or rights in respect of the Securities of any
Issuer, whether in addition to, in substitution of, as a conversion of, or in
exchange for, any Pledged Securities, or otherwise in respect thereof, such
Grantor shall accept the same as the agent of the Administrative Agent and the
other Lenders, hold the same in trust for the Administrative Agent and the
other Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor in blank or accompanied by
an undated stock power covering such certificate duly executed in blank by such
Grantor and with, if the Administrative Agent so requests, signature
guaranteed, to be held by the Administrative Agent, subject to the terms
hereof, as additional Pledged Securities.


(c)           In
case any distribution of property upon or with respect to the Pledged
Securities pursuant to the recapitalization or reclassification of the capital
of any Issuer or pursuant to the reorganization thereof, such non-cash Proceeds
so distributed shall, unless otherwise subject to a perfected security interest
in favor of the Administrative Agent for the ratable benefit of the Secured
Parties, be delivered to the Administrative Agent to be held by it hereunder as
additional collateral security for the Lender Indebtedness.


(d)           Without
the prior written consent of the Administrative Agent, such Grantor will not
(i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Pledged Securities or Proceeds thereof (except
pursuant to a transaction permitted by the Credit Agreement), (ii) create,
incur or permit to exist any Lien or option in favor of, or any claim of any
Person with respect to, any of the Pledged Securities or Proceeds thereof, or
any interest therein, except for Permitted Liens, or (iii) enter into any
agreement or undertaking restricting the right or ability of such Grantor or
the Administrative Agent to dispose of any of the Pledged Securities or
Proceeds thereof (except for restrictions that exist on the date hereof which are
expressly set forth in the organizational documents of Marketing Alliance
Partners in which any Grantor owns Equity as of the Closing Date).


(e)           If
such Grantor is an Issuer, such Issuer agrees that (i) it will be bound by the
terms of this Agreement relating to the Pledged Securities issued by it and
will comply with such terms insofar as such terms are applicable to it, (ii) it
will notify the Administrative Agent promptly in writing of the occurrence of
any of the events described in Section 5.7(a) hereof with respect to the
Pledged Securities issued by it, and (iii) the terms of Section 6.1 hereof
shall apply to it, mutatis mutandis, with respect to all actions that may be
required of it pursuant to Section 6.1 hereof with respect to the Pledged Securities
issued by it.



 14
 









Section
5.8            Receivables.


(a)           Other
than in the ordinary course of business, not (i) grant any extension of the
time of payment of any Receivable, (ii) compromise or settle any Receivable for
less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Receivable, (iv) allow any credit or
discount whatsoever on any Receivable or (v) amend, supplement or modify any
Receivable in any manner that could adversely affect in any material respect
the value thereof.


(b)           If
at any time the aggregate amount owing to such Grantor on all Accounts as to
which a Governmental Authority is an obligor exceeds 5% of the aggregate amount
owing to the Grantor on all Accounts, such Grantor shall so notify the
Administrative Agent and, if requested by the Administrative Agent, at such
Grantor’s sole cost and expense, from and after the date on which such
aggregate amount first exceeds such percentage, deliver to the Administrative
Agent such assignments, notices of assignment and other documents or
information as shall be necessary or otherwise requested by the Administrative
Agent to permit the assignment hereunder of all Accounts as to which a
Governmental Authority is an obligor pursuant to all applicable Governmental
Requirements (including, without limitation, the Assignment of Claims Act of
1940, as amended).


(c)           The
Administrative Agent shall have the right to make test verifications of the
Receivables in any manner and through any medium that it considers advisable,
and each Grantor shall furnish all such assistance and information as the
Administrative Agent may reasonably require in connection with such test
verifications.  At any time while an
Event of Default shall have occurred and be continuing, upon the Administrative
Agent’s request and at the expense of the Grantors, the Grantors shall cause
independent public accountants or others satisfactory to the Administrative
Agent to furnish to the Administrative Agent reports showing reconciliations,
aging and test verifications of, and trial balances for, the Receivables.


(d)           Upon
the request of the Administrative Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall notify
obligors on the Receivables that the Receivables have been assigned to the
Administrative Agent for the ratable benefit of the Secured Parties and that
payments in respect thereof shall be made directly to the Administrative Agent.


(e)           Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under
each of its Receivables to observe and perform all of the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise thereto.  No Secured Party shall have any obligation or
liability under any Receivable (or any agreement giving rise thereto) by reason
of or arising out of this Agreement or the receipt by the Administrative Agent
or any other Secured Party of any payment relating thereto, nor shall the
Administrative Agent or any other Secured Party be obligated in any manner to
perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto) to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it
or as to the sufficiency of any performance by any party thereunder, to present
or file any claim, to take any action to enforce



 15
 









any performance or to collect the payment of any amounts which may have
been assigned to it or to which it may be entitled at any time or times.


Section
5.9            Intellectual Property.


(a)           Notify
the Administrative Agent promptly, in writing upon the acquisition by Grantor
of any Intellectual Property which notice shall set forth (i) all information
with respect to such Intellectual Property as is set forth on Schedule 4
hereto with respect to Intellectual Property owned by the Grantors on the date
hereof, and (ii) shall be accompanied by a Copyright Security Agreement, Patent
Security Agreement and/or Trademark Security Agreement, as applicable, duly
executed and completed by the applicable Grantor.  Upon receipt of such notice, Schedule 4
shall be deemed to be updated to include such Intellectual Property (and the
Administrative Agent may, but shall not be required to, replace the existing Schedule
4 with a new Schedule reflecting such Intellectual Property).


(b)           Grantor
(either itself or through licensees) will, with respect to each Trademark which
is material to the operation of its business, (i) continue to use such
Trademark on each and every trademark class of goods applicable to its current
line as reflected in its then-current catalogs, brochures and price lists in
order to maintain such Trademark in full force free from any claim of
abandonment for non-use, (ii) maintain the quality of products and services
offered under such Trademark, (iii) use such Trademark with all notices and
legends required by applicable law or regulations, and (iv) not (and not permit
any licensee or sublicensee thereof to) do any act or knowingly omit to do any
act whereby such Trademark may become invalidated or impaired in any way.


(c)           No
Grantor will, and no Grantor will permit any licensee to do any act, whereby
any Patent which is material to the operation of its business may become
forfeited, abandoned or dedicated to the public.


(d)           No
Grantor will, and no Grantor will permit any licensee to do any act or omit to
do any act whereby any portion of any Copyright which is material to the operation
of its business may become invalidated or otherwise impaired.  Such Grantor will not (either itself or
through licensees) do any act whereby any of the Copyrights may fall into the
public domain.


(e)           No
Grantor will, and no Grantor will permit any licensee to do any act that
results in any Intellectual Property held by such Grantor infringing on the
Intellectual Property rights of a third party.


(f)            Such
Grantor will promptly notify the Administrative Agent immediately if it knows,
or has reason to know, that any application or registration relating to
any  Patent, Copyright or Trademark may
become abandoned or dedicated to the public, or of any adverse determination or
development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal
in any country) regarding Grantor’s ownership of, or the validity of, any
Intellectual Property or such Grantor’s right to register the same or to own
and maintain the same.



 16
 









(g)           To
the extent any Grantor, either by itself or through an authorized agent,
employee, licensee or designee, shall file an application for any Patent or
Trademark with the United States Patent and Trademark Office or any Copyright
in the U.S. Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Administrative Agent within five Business Days after the last day
of the fiscal quarter in which such filing occurs.  Upon request of the Administrative Agent,
such Grantor shall execute and deliver, and have recorded, a Copyright Security
Agreement, a Patent Security Agreement, a Trademark Security Agreement and any
and all other agreements, instruments, documents, and papers as the
Administrative Agent may request to evidence the Administrative Agent’s
security interest in any Copyright, Patent or Trademark and the goodwill and
General Intangibles of such Grantor relating thereto or represented thereby.


(h)           Grantor
will take all commercially reasonable and necessary steps, including, without
limitation, in any proceeding before the United States Patent and Trademark
Office, the U.S. Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, to maintain each registration of
Patents, Trademarks and Copyrights held by, including, without limitation,
filing of applications for renewal, affidavits of use and affidavits of
incontestability, to the extent such Patents, Trademarks or Copyrights are
material to the operation of its business.


(i)            In
the event that any Intellectual Property of any Grantor which is material to
the operation of its business is infringed, misappropriated or diluted by a
third party, such Grantor shall take such actions as such Grantor shall
reasonably deem appropriate under the circumstances, or as otherwise requested
by the Administrative Agent, to protect such Intellectual Property.


(j)            Take
all steps reasonably necessary to protect the secrecy of all Trade Secrets,
including, without limitation, entering into confidentiality agreements with
employees with access to such Trade Secrets and labeling and restricting access
to secret information and documents.


Section 5.10         Commercial Tort Claims.  Notify the Administrative Agent promptly, in
writing in the event that any Grantor shall at any time after the date hereof
hold any Commercial Tort Claims which notice shall set forth (a) all information
with respect to such Commercial Tort Claims as is set forth on Schedule 6
hereto with respect to Commercial Tort Claims held by the Grantors on the date
hereof, and (b) shall include the express grant by such Grantor to the
Administrative Agent of a security interest in such Commercial Tort Claim (and
the proceeds thereof).  Upon receipt of
such notice, Schedule 6 shall be deemed to be updated to include such
Commercial Tort Claims (and the Administrative Agent may, but shall not be
required to, replace the existing Schedule 6 with a new Schedule
reflecting such Commercial Tort Claims). 
In the event that such notice does not include such grant of a security
interest, the sending thereof by such Grantor to the Administrative Agent shall
be deemed to constitute such grant to the Administrative Agent.  Upon the sending of such notice, any
Commercial Tort Claim described therein shall constitute part of the Collateral
and shall be deemed included therein. 
Without limiting the authorization of the Administrative Agent provided
in the Credit Agreement or otherwise arising by such Grantor’s execution of
this Agreement or any of the other Financing Documents, the Administrative
Agent is hereby irrevocably authorized from time to time and at



 17
 









any time to file such financing statements naming the Administrative
Agent or its designee as secured party and such Grantor as debtor, or any
amendments to any financing statements, covering any such Commercial Tort Claim
as Collateral.  In addition, such Grantor
shall promptly upon the Administrative Agent’s request, execute and deliver, or
cause to be executed and delivered, to the Administrative Agent such other
agreements, documents and instruments as the Administrative Agent may require
in connection with such Commercial Tort Claim.


Section 5.11         Negotiable Documents.  No Grantor shall permit any Inventory or
other Property of such Grantor to be evidenced by a negotiable Document.  If, notwithstanding the foregoing, any such
Inventory or other Property is or becomes evidenced by a negotiable Document,
the Grantor shall cause such negotiable Document to be duly negotiated to the
Administrative Agent.


Section
5.12         Inventory and Equipment.


(a)           Keep
materially correct and accurate records of the Inventory, itemizing and
describing the kind, type and quantity of Inventory, such Grantor’s cost
therefor and (where applicable) the current list prices for the Inventory, in
each case, in reasonable detail.


(b)           Not
deliver any Document evidencing any Equipment and Inventory to any Person other
than to the issuer of such Document to claim the Goods evidenced therefor or to
the Administrative Agent.


(c)           Take
commercially reasonable measures to maintain, keep and preserve the Inventory
in good and merchantable condition, maintain and preserve each item of
Equipment in good operating condition, ordinary wear and tear and immaterial
impairments of value and damage by the elements excepted, and provide all
maintenance, service and repairs necessary for such purpose.


ARTICLE 6

REMEDIAL PROVISIONS


Section
6.1            Pledged Securities.


(a)           Unless
an Event of Default shall have occurred and be continuing, each Grantor shall
be permitted to exercise all voting and corporate rights with respect to the
Pledged Securities; provided, however, that no vote shall be cast or corporate
right exercised or other action taken which, in the Administrative Agent’s
reasonable judgment, would be inconsistent with or result in any violation of
any provision of the Credit Agreement, this Agreement or any other Financing
Document.


(b)           If
an Event of Default shall occur and be continuing and upon the written request
of the Administrative Agent, any or all of the Pledged Securities shall be
registered in the name of the Administrative Agent or its nominee, and the Administrative
Agent or its nominee may thereafter exercise (x) all voting, corporate and
other rights pertaining to such Pledged Securities at any meeting of
shareholders or members of the relevant Issuer or Issuers or otherwise and (y)
any and all rights of conversion, exchange and subscription and any other
rights, privileges or options pertaining to such Pledged Securities as if it
were the absolute owner



 18
 









thereof (including, without limitation, the right to exchange at its
discretion any and all of the Pledged Securities upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of any Issuer, or upon the exercise by the applicable
Grantor or the Administrative Agent of any right, privilege or option
pertaining to such Pledged Securities, and in connection therewith, the right
to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent and the other Secured Parties shall have no duty to
any Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.


(c)           Each
Grantor hereby authorizes and instructs each Issuer of Pledged Securities
pledged by such Grantor hereunder to (i) comply with any instruction received
by such Issuer from the Administrative Agent in writing that (x) states that an
Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and such Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) pay any dividends or other
payments with respect to the Pledged Securities directly to the Administrative
Agent.


Section 6.2            Application of Proceeds.  At any time after the occurrence and during
the continuance of an Event of Default, at the Administrative Agent’s election,
the Administrative Agent may apply all or any part of Proceeds, in payment of
the Lender Indebtedness in the manner required by Section 2.21 of the Credit
Agreement.  Any balance of such Proceeds
remaining after the Lender Indebtedness shall have been paid in full, no
Letters of Credit shall be outstanding and the Revolving Credit Commitments
shall have terminated shall be paid over to the Grantors or to whomsoever may
be lawfully entitled to receive the same.


Section 6.3            UCC and Other Remedies.  If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Lender Indebtedness, all rights and remedies of a secured party
under the UCC or any other applicable law. 
Without limiting the generality of the foregoing, the Administrative
Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind, including, without limitation, notice of
intent to accelerate or notice of acceleration, (except any notice required by
law as referred to below) to or upon the Grantor or any other Person (all and
each of which demands, defenses, advertisements and notices are hereby waived),
may in such circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, at any exchange, broker’s
board or office of the Administrative Agent or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit
risk.  The Administrative Agent shall
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released.  Each Grantor further agrees, at the
Administrative



 19
 









Agent’s request, to assemble the Collateral and make it available to
the Administrative Agent at places which the Administrative Agent shall
reasonably select, whether at such Grantor’s premises or elsewhere.  The Administrative Agent shall apply the net
proceeds of any action taken by it pursuant to this Section 6.3 after deducting
all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or
in any way relating to the Collateral or the rights of the Administrative Agent
hereunder, including, without limitation, reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Lender Indebtedness
and to any other Person legally entitled thereto in accordance with Section
2.21 of the Credit Agreement.  To the
extent permitted by applicable law, each Grantor waives all claims, damages and
demands it may acquire against the Administrative Agent or any other Secured
Party arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least ten days before such sale or other
disposition.


Section
6.4            Registration Rights.


(a)           If
the Administrative Agent shall determine to exercise its right to sell any or
all of the Pledged Securities pursuant to Section 6.3 hereof, and if in the
opinion of the Administrative Agent it is necessary or advisable to have the
Pledged Securities, or that portion thereof to be sold, registered under the
provisions of the Securities Act, the relevant Grantor will cause any Issuer
thereof to:  (i) execute and deliver, and
cause the directors, members, managers and officers of such Issuer to execute
and deliver, all such instruments and documents, and do or cause to be done all
such other acts as may be, in the opinion of the Administrative Agent,
necessary or advisable to register the Pledged Securities, or that portion
thereof to be sold, under the provisions of the Securities Act, (ii) cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering
of the Pledged Securities, or that portion thereof to be sold, and (iii) make
all amendments thereto and/or to the related prospectus which, in the opinion
of the Administrative Agent, are necessary or advisable, all in conformity with
the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto.  Each Grantor agrees to cause any Issuer to
comply with the provisions of the securities or “Blue Sky” laws of any and all
jurisdictions which the Administrative Agent shall designate and to make
available to its security holders, as soon as practicable, an earnings
statement (which need not be audited) which will satisfy the provisions of
Section 11(a) of the Securities Act.


(b)           Each
Grantor recognizes that the Administrative Agent may be unable to effect a
public sale of any or all the Pledged Securities, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if such
sale were a public sale and, notwithstanding such circumstances, agrees that
any such private sale shall be deemed to have been made in a commercially
reasonable manner.  The Administrative
Agent shall be under no obligation to delay a sale of any of the Pledged
Securities for the period of time necessary to permit the Issuer thereof to
register such securities



 20
 









for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.


(c)           Each
Grantor agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all or any portion of
the Pledged Securities pursuant to this Section 6.4 valid and binding and in
compliance with any and all other applicable Governmental Requirements.  Each Grantor further agrees that a breach of
any of the covenants contained in this Section 6.4 will cause irreparable
injury to the Administrative Agent and the other Secured Parties, that the
Administrative Agent and the other Secured Parties have no adequate remedy at
law in respect of such breach and as a consequence, that each and every
covenant contained in this Section 6.4 shall be specifically enforceable
against such Grantor, and such Grantor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under the Credit
Agreement.


Section 6.5            Waiver; Deficiency.  Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay the Lender Indebtedness and the reasonable fees and
disbursements of any attorneys employed by the Administrative Agent or any
other Secured Party to collect such deficiency.


ARTICLE 7

THE ADMINISTRATIVE AGENT


Section
7.1            The Administrative Agent’s
Appointment as Attorney-in-Fact etc.


(a)           Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of such Grantor and in the name of such Grantor or in its own
name, for the purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, such Grantor
hereby gives the Administrative Agent the power and right, on behalf of such
Grantor, without notice to or assent by such Grantor, to do any or all of the
following:


(i)            in
the name of such Grantor or its own name, or otherwise, take possession of and
indorse and collect any checks, drafts, notes, acceptances or other instruments
for the payment of moneys due under any Receivable or with respect to any other
Collateral and file any claim or take any other action or proceeding in any
court of law or equity or otherwise deemed appropriate by the Administrative
Agent for the purpose of collecting any and all such moneys due under any
Receivable or with respect to any other Collateral whenever payable;


(ii)           in
the case of any Copyright, Patent or Trademark, execute, deliver and have
recorded, any and all agreements, instruments, documents and papers as the
Administrative Agent may request to evidence the Administrative Agent’s
security interest in such Copyright, Patent or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby;



 21
 









(iii)          pay
or discharge Taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs or any insurance called for by the terms of this
Agreement and pay all or any part of the premiums therefor and the costs
thereof;


(iv)          execute,
in connection with any sale provided for in Section 6.3 or Section 6.4 hereof,
any endorsements, assignments or other instruments or documents of conveyance
or transfer with respect to the Collateral; and


(v)           (A)
direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand
for, collect, and receive payment of and receipt for, any and all moneys,
claims and other amounts due or to become due at any time in respect of or
arising out of any Collateral; (C) sign and indorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, notices and other documents (including,
without limitation, any negotiable Documents) in connection with any of the
Collateral; (D) commence and prosecute any suits, actions or proceedings at law
or in equity in any court of competent jurisdiction to collect the Collateral
or any portion thereof and to enforce any other right in respect of any
Collateral; (E) defend any suit, action or proceeding brought against such
Grantor with respect to any Collateral; (F) settle, compromise or adjust any
such suit, action or proceeding and, in connection therewith, give such
discharges or releases as the Administrative Agent may deem appropriate; (G)
assign any Copyright, Patent or Trademark (along with the goodwill of the
business to which any such Copyright, Patent or Trademark pertains), throughout
the world for such term or terms, on such conditions, and in such manner, as
the Administrative Agent shall in its sole discretion determine; and (H)
generally, sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and do, at
the Administrative Agent’s option and such Grantor’s expense, at any time, or
from time to time, all acts and things which the Administrative Agent deems
necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s security interests therein and to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do.


Anything in this Section 7.1(a) to the contrary
notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 7.1(a) unless
an Event of Default shall have occurred and be continuing.


(b)           The
Administrative Agent may (but without any obligation to do so) (i) perform or
satisfy any of the Grantor’s and any other Obligated Party’s obligations under
or pursuant to this Agreement and the other Financing Documents which remain
unsatisfied (after providing any notice and opportunity to cure  to which such Grantor or other Obligated
Party is entitled under any other provision of any Financing Document, if any),
and (ii) take all other actions and pay such amounts and claims as
Administrative Agent determines in its sole but reasonable discretion, is
necessary or appropriate to protect the rights and interests of the Administrative
Agent and the other Secured Parties under this Agreement and the other
Financing Documents and otherwise with respect to the Lender Indebtedness or to
preserve and protect the Collateral or any part thereof from loss.



 22
 









(c)           The
expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this Section 7.1, together with interest thereon at a
rate per annum equal to the rate per annum at which interest would then be
payable under the Credit Agreement on past due Loans that are Base Rate Loans,
from the date of payment by the Administrative Agent to the date reimbursed by
any Grantor, shall be payable by such Grantor to the Administrative Agent on
demand.


(d)           Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to
be done pursuant to the powers granted in this Section 7.1.  All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby
are released.


Section 7.2            Duty of the Administrative Agent.  The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under the UCC or otherwise, shall be to deal with it in the
same manner as the Administrative Agent deals with similar property for its own
account.  None of the Administrative
Agent, any other Secured Party, nor any of their respective officers,
directors, employees or agents shall be liable for failure to demand, collect
or realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Administrative
Agent hereunder are solely to protect the Administrative Agent’s interests in
the Collateral and shall not impose any duty upon the Administrative Agent or
any other Secured Party to exercise any such powers.  The Administrative Agent shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents
shall be responsible to any Grantor or any other Credit Party for any act or
failure to act hereunder, except for their own gross negligence or willful
misconduct.


Section 7.3            Financing Statements.  Pursuant to the UCC and any other applicable
laws, each Grantor authorizes the Administrative Agent to file or record
financing statements and other filing or recording documents or instruments
with respect to the Collateral in such form and in such offices as the
Administrative Agent reasonably determines appropriate to perfect the security
interests of the Administrative Agent under this Agreement.  A photographic or other reproduction of this
Agreement shall be sufficient as a financing statement or other filing or
recording document or instrument for filing or recording in any jurisdiction.


Section 7.4            Authority of the Administrative
Agent.  Each
Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Agreement with respect to any action taken by the
Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as
between the Administrative Agent and the other Secured Parties, be governed by
the Credit Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative Agent
and such Grantor, the Administrative Agent shall be conclusively presumed to be
acting as Administrative Agent for the Secured Parties with full and



 23
 









valid authority so to act or refrain from acting, and such Grantor
shall not be under any obligation, or entitlement, to make any inquiry
respecting such authority.


ARTICLE 8

MISCELLANEOUS


Section 8.1            Amendments in Writing.  None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.2 of the Credit Agreement.


Section 8.2            Notices.  All notices, requests and demands to or upon
the Administrative Agent, any other Secured Party, or any Grantor hereunder
shall be effected in the manner provided for in Section 10.1 of the Credit
Agreement.


Section 8.3            No Waiver; Remedies Cumulative.  No failure or delay on the part of any
Grantor or the Administrative Agent in exercising any right or remedy under
this Agreement or any other Financing Document and no course of dealing between
such Grantor and the Administrative Agent or any Secured Party shall operate as
a waiver thereof, nor shall any single or partial exercise of any right or
remedy under this Agreement or any other Financing Document preclude any other
or further exercise thereof or the exercise of any other right or remedy under
this Agreement or any other Financing Document. 
The rights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies which any Grantor, the Administrative Agent
or any Secured Party would otherwise have. 
No notice to or demand on any Grantor not required under this Agreement
or any other Financing Document in any case shall entitle such Grantor or any
other Grantor to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent
or the Secured Parties to any other or further action in any circumstances
without notice or demand.


Section
8.4            Enforcement Expenses;
Indemnification.


(a)           Each
Grantor agrees to pay or reimburse the Administrative Agent for all of its
costs and expenses incurred in collecting against such Grantor under the
guaranty contained in Article 2 hereof or otherwise enforcing or preserving any
rights under this Agreement and the other Financing Documents to which such
Grantor is a party, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.


(b)           Each
Grantor agrees to pay, and to save the Administrative Agent and the Secured
Parties harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated by this Agreement.


(c)           Each
Grantor agrees to pay, and to save the Administrative Agent and the Secured
Parties harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this



 24
 









Agreement, to the same extent each Grantor would be required to do so
pursuant to Section 10.4 of the Credit Agreement.


(d)           The
agreements in this Section 8.4 shall survive repayment of the Lender
Indebtedness and all other amounts payable under the Credit Agreement and the
other Financing Documents.


Section 8.5            Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
any Issuing Bank that issues any Letter of Credit), except that no Grantor may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by such Grantor without such consent shall be null and void).


Section 8.6            Set-Off.  In addition to and not in limitation of all
rights of offset that the Administrative Agent, any Lender or any Issuing Bank
may have under applicable law, each Lender shall, upon the occurrence of any
Event of Default and at any time during the continuance thereof and whether or
not such Lender or such Issuing Bank has made any demand or the Lender
Indebtedness are matured, have the right at any time and from time to time,
without notice to any Grantor (any such notice being expressly waived by each
Grantor) to set-off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by any Lender or any Issuing Bank to or for the credit or the
account of any Grantor against any and all of the Lender Indebtedness owing to
such Lender or such Issuing Bank then outstanding, subject to the provisions of
Section 2.19 of the Credit Agreement.


Section 8.7            Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original but all of
which shall together constitute one and the same instrument.


Section 8.8            Severability.  In the event that any one or more of the
provisions contained in this Agreement shall, for any reason, be held invalid,
illegal or unenforceable in any respect, (a) each Grantor agrees that such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement and (b) each Grantor and the Administrative Agent (acting on
behalf and at the direction of the Lenders) will negotiate in good faith to
amend such provision so as to be legal, valid, and enforceable.


Section 8.9            ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
ADMINISTRATIVE AGENT, THE OTHER LENDERS, THE GRANTORS AND THE OTHER RESPECTIVE
PARTIES HERETO AND THERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 



 25















Section
8.10         Governing Law; Submission
to Jurisdiction; etc.


(a)           Governing Law. THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND, TO
THE EXTENT CONTROLLING, LAWS OF THE UNITED STATES OF AMERICA, EXCEPT TO THE
EXTENT THAT THE LAWS OF ANY STATE IN WHICH ANY OF THE COLLATERAL IS LOCATED
NECESSARILY GOVERNS THE VALIDITY, PERFECTION, PRIORITY AND ENFORCEABILITY, AND
THE EXERCISE OF ANY REMEDIES WITH RESPECT TO ANY LIEN OR SECURITY INTEREST
INTENDED TO BE CREATED OR GRANTED HEREBY ON COLLATERAL LOCATED IN SUCH STATE.


(b)           SUBMISSION TO JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT, THE NOTES OR THE OTHER FINANCING DOCUMENTS MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS.  EACH GRANTOR HEREBY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, BUT NOT LIMITED TO, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
IN SUCH RESPECTIVE JURISDICTIONS.


(c)           WAIVER OF JURY TRIAL & CONSEQUENTIAL DAMAGES.  TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE
LAW, EACH OF THE GRANTORS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK, AND THE
OTHER LENDERS:  (1) IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN;
(2) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (3) CERTIFIES THAT NO
PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (4)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER
FINANCING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BASED
UPON, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN
THIS SECTION.


(d)           Service of Process.  Each Credit Party which is a party hereto
irrevocably consents to service of process by notice delivered in accordance
with Section 8.2 hereof.  Nothing herein
or in any other Financing Document shall affect the right of the Administrative




 26
 









Agent or any other Lender to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
any Grantor in any other jurisdiction.


Section
8.11         Acknowledgments.  Each Grantor hereby acknowledges that:


(a)           it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Financing Documents;


(b)           neither
the Administrative Agent nor any other Lender has any fiduciary relationship
with or duty to such Grantor arising out of or in connection with this
Agreement or any of the other Financing Documents, and the relationship between
the Administrative Agent and the other 
Lenders, on one hand, and such Grantor, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor;


(c)           no
joint venture is created hereby or by the other Financing Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Grantor and the Lenders; and


(d)           nothing
herein shall obligate any Secured Affiliates to enter into any Hedging
Agreement or any Cash Management Agreement, provided, that, if any Secured
Affiliates enters into the Hedging Agreements or any Cash Management Agreement,
it shall be deemed to be entering into such agreement in reliance of this
Agreement and the terms and conditions contained herein.


Section 8.12         Section Headings.  The Section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


Section 8.13         Additional Grantors.  Each Subsidiary of Parent that is required to
become a party to this Agreement pursuant to Section 6.9 of the Credit
Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the
form of Annex I hereto.


Section
8.14         Releases.


(a)           At
such time as the Revolving Credit Loans, the Reimbursement Obligations and the
other Lender Indebtedness shall have been paid in full, the Revolving Credit
Commitments have been terminated, and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the applicable Grantor.  At the
request and joint and several expense of the Grantors following any such
termination, the Administrative Agent shall promptly deliver to the appropriate
Grantor any Collateral held by the Administrative Agent hereunder and promptly
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.



 27
 









(b)           If
any of the Collateral shall be sold, transferred or otherwise disposed of by
any Grantor in a transaction permitted by Section 7.4 of the Credit Agreement,
then the Administrative Agent, at the request and sole expense of such Grantor,
shall promptly execute and deliver to such Grantor all releases or other
documents reasonably necessary or desirable for the release of the Liens
created hereby on such Collateral. 
Additional releases of Collateral shall be provided as set forth in
Section 10.2(c) of the Credit Agreement.


Section 8.15         Reinstatement.  The provisions of this Agreement shall remain
in full force and effect and continue to be effective should any petition be
filed by or against any Grantor for liquidation or reorganization, should such
Grantor become insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any part of such Grantor’s
assets or should any other financial impairment occur, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment or
performance of the Lender Indebtedness, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned to any obligee of the Lender Indebtedness, whether as a “voidable
preference”, “fraudulent conveyance”, or otherwise, all as though such payment
or performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored,
or returned, the Lender Indebtedness shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.


Section 8.16         Amendment and Restatement.  This Agreement amends and restates in its
entirety the Existing Guaranty and Security Agreement, and does not in any way
constitute a novation of the Existing Guaranty and Security Agreement.


[signature page to follow]


 



 28














IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be duly executed and delivered as of
the date first above written.


	
  BORROWER:

  	
   

  	
  AVENTINE RENEWABLE ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ David A. Riber

  
	
   

  	
   

  	
  Name: David A. Riber

  
	
   

  	
   

  	
  Title: Director of Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTOR:

  	
   

  	
  AVENTINE RENEWABLE ENERGY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ David A. Riber

  
	
   

  	
   

  	
  Name: David A. Riber

  
	
   

  	
   

  	
  Title: Director of Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
   

  	
  JPMORGAN CHASE BANK, N.A., 

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Nathan L. Bloch

  
	
   

  	
   

  	
  Name: Nathan L. Bloch

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Amended
and Restated Guaranty and Security Agreement]
















ANNEX I

TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT


ASSUMPTION AGREEMENT


THIS ASSUMPTION AGREEMENT, dated as of
                                                                                    ,
200  , by
             
                                                   ,
a                                              
(the “Additional Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as the Administrative Agent (in
such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”)
parties to the Credit Agreement referred to below.  All capitalized terms not defined herein
shall have the meaning ascribed to them in such Credit Agreement.


W
I T N E S S E T H:


WHEREAS, the Borrower, the Guarantor, the Lenders, the
Administrative Agent and the Issuing Bank, have entered into an Amended and
Restated Credit Agreement, dated as of
                         ,
2006, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);


WHEREAS, the Additional Grantor has executed an
Addendum to the Credit Agreement pursuant to which it has become a Guarantor
under the Credit Agreement;


WHEREAS, in connection with the Credit Agreement, the
Borrower and the other Grantors (other than the Additional Grantor) have
entered into the Amended and Restated Guaranty and Security Agreement, dated as
of          , 2006 (as amended,
supplemented or otherwise modified from time to time, the “Guaranty
and Security Agreement”) in favor of the Administrative Agent
for the ratable benefit of the Lenders;


WHEREAS, Section 6.9 of the Credit Agreement requires
the Additional Grantor to become a party to the Guaranty and Security
Agreement; and


WHEREAS, the Additional Grantor has agreed to execute
and deliver this Assumption Agreement in order to become a party to the
Guaranty and Security Agreement.


NOW, THEREFORE, IT IS AGREED:


1.             Guaranty and Security Agreement.  By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 8.13 of the Guaranty
and Security Agreement, hereby becomes a party to the Guaranty and Security
Agreement as a Grantor thereunder with the same force and effect as if
originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder and hereby assigns and transfers to the Administrative
Agent, and hereby grants to the Administrative Agent, for the ratable benefit
of the Secured Parties, a security interest in the Collateral now owned or
hereafter acquired by the Additional Grantor. 
The information set forth in Annex I-A hereto is hereby added to the
information set 



 1
 









forth in Schedules
                        *
to the Guaranty and Security Agreement. 
The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guaranty and
Security Agreement is true and correct on and as the date hereof (after giving
effect to this Assumption Agreement) as if made on and as of such date.






*Refer to each Schedule which needs to be supplemented.


2.             GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT CONTROLLING, LAWS OF
THE UNITED STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE
IN WHICH


* 


 ANY OF THE
COLLATERAL IS LOCATED NECESSARILY GOVERNS THE VALIDITY, PERFECTION, PRIORITY
AND ENFORCEABILITY, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT TO ANY LIEN
OR SECURITY INTEREST INTENDED TO BE CREATED OR GRANTED HEREBY ON COLLATERAL
LOCATED IN SUCH STATE.


IN WITNESS WHEREOF, the undersigned has caused this
Assumption Agreement to be duly executed and delivered as of the date first
above written.


[ADDITIONAL
GRANTOR]


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       


ACKNOWLEDGMENT BY [GRANTOR]:


By execution of this Assumption Agreement in the space
provided below, [INSERT RELEVANT GRANTOR] hereby
acknowledges and agrees that the Securities described on Annex I-A hereto has
been issued by the Additional Grantor identified herein and is held by [RELEVANT GRANTOR] and constitutes “Pledged Securities”
comprising part of the Pledged Securities under the Guaranty and Security
Agreement.


Dated:                                                                    


[RELEVANT GRANTOR]


By:                                                                          

Name:                                                                     

Title:                                                                       


 



 2















ANNEX II

TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT


ACKNOWLEDGMENT AND CONSENT TO PLEDGE


[date]


[NAME OF ISSUER]

[ADDRESS OF ISSUER]


Attention:


Re:                               Pledge
of ______________________________ [describe the equity
interest] (the “Pledged Securities”)
in _______________________, a ________ ___________ (the “Company”),
held by [Grantor’s Name], a _______ ___________
(“Grantor”)


Ladies and Gentlemen:


Reference is made herein to that certain Amended and
Restated Guaranty and Security Agreement dated as of _______________, 2006 (as
amended, supplemented or otherwise modified from time to time, the “Security Agreement”), by Aventine
Renewable Energy, Inc., a Delaware corporation (the “Borrower”),
Aventine Renewable Energy, LLC, a Delaware limited liability company (together
with any other entity that may become a party thereto), in favor of JPMorgan
Chase Bank, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”) for the
ratable benefit of (a) the financial institutions (the “Lenders”)
now or hereafter parties to the Amended and Restated Credit Agreement dated as
of _______________, 2006 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”),
among the Borrower, the Administrative Agent, the Issuing Bank (as defined in
the Credit Agreement) and the Lenders, (b) the Issuing Bank, and (c) the
Secured Affiliates (as defined in the Credit Agreement).


Pursuant to the terms of the Security Agreement and/or
the terms of the Credit Agreement, the Lenders [are requiring/have required]
that Grantor grant to the Administrative Agent, for the benefit of the Lenders,
a first priority security interest in the Pledged Securities to secure the
Lender Indebtedness (as defined in the Credit Agreement).


By executing this letter (this “Letter
Agreement”), the Company [and each shareholder/member, as may be
required under the applicable organization documents] hereby (a) acknowledges
and confirms that the Pledged Securities represents all of Grantor’s Securities
(as defined in the Security Agreement) in the Company, (b) agrees to enter a
notation in the stock transfer register or other appropriate records of the
Company reflecting the pledge of the Pledged Securities pursuant to the
Security Agreement, (c) consents to the pledge by Grantor of the Pledged
Securities to secure the Lender Indebtedness and consents to the transfer of
the Pledged Securities pursuant to the exercise of the remedies provided for in
the Security Agreement (or any transfer in lieu thereof), (d) waives any breach
or violation of the terms or provisions of the 



 Annex II-1
 









Company’s organizational documents caused by such pledge or transfer,
(e) agrees that it will be bound by the terms of the Security Agreement
relating to the Pledged Securities issued by it and will comply with such terms
insofar as such terms are applicable to it, (f) agrees that it will notify the
Administrative Agent promptly in writing upon the acquisition by Grantor of any
Securities (as defined in the Uniform Commercial Code as from time to time in
effect in the State of New York or, where applicable as to specific Collateral,
any other relevant state) issued by the Company, which notice shall set forth
in reasonable detail all information with respect to such Securities, and (g)
agrees to comply with any instruction received from the Administrative Agent in
writing that states that (1) an Event of Default under and as defined in the
Credit Agreement has occurred and is continuing and (2) such instructions are
otherwise in accordance with the terms of the Credit Agreement and Security
Agreement, without any other or further instructions from Grantor.


This Letter Agreement may be executed in counterparts,
and all parties need not execute the same counterpart.  This Letter Agreement shall be binding on,
enforceable against and inure to the benefit of the Administrative Agent and
all Lenders.  Facsimiles shall be
effective as originals.


Evidence your agreement to each of the terms and
conditions set forth above by executing this Letter Agreement in the space
indicated below.


Very truly yours,


[NAME OF
GRANTOR]


By:                                                                                                          



Name:                                                                                                     



Title:                                                                                                       


Acknowledged and Agreed
as of this __________ day of _______________, 20__


[NAME OF
COMPANY]


By:                                                                                                          



Name:                                                                                                     



Title:                                                                                                       


 



 Annex II-2















ANNEX III

TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT


COPYRIGHT SECURITY AGREEMENT


THIS COPYRIGHT SECURITY AGREEMENT (this “Agreement”),
dated as of                        ,
2006 is entered into by [NAME OF GRANTOR(S)],
a [Delaware]                     
(the “Grantor”) and certain of its affiliates (collectively, the “Grantors”)
and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative
Agent”) for the Lenders.  Capitalized
terms not otherwise defined herein have the meanings set forth in the Amended
and Restated Guaranty and Security Agreement dated as of                        ,
2003 among the Grantors and the Administrative Agent (the “Security Agreement”).


WHEREAS, pursuant to the Security Agreement, Grantors
are granting a security interest to the Lenders in certain Copyrights whether
now owned or existing or hereafter acquired or arising and wherever located,
including the Copyrights listed on Schedule A hereto (“Secured
Copyrights”).


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Grantors and the Administrative Agent hereby agree as
follows:


1.             Grant
of Security Interest.


(a)           Each
Grantor hereby grants to the Administrative Agent, a security interest in and
continuing lien on all of such Grantor’s right, title and interest in, to and
under all the Secured Copyrights, subject to the terms and conditions of the
Security Agreement.


(b)           The
security interest granted hereby is granted in conjunction with the security
interest granted to the Administrative Agent under the Security Agreement. In
the event of any conflict between the terms of this Agreement and the terms of
the Security Agreement, the terms of the Security Agreement shall control.


2.             Modification of Agreement.


This Agreement or any provision hereof may not be
changed, waived, or terminated except in accordance with the amendment
provisions of the Security Agreement pursuant to which the Administrative Agent
may modify this Agreement, after obtaining Grantor’s approval of or signature
to such modification, by amending Schedule A hereto to include reference
to any right, title or interest in any existing Copyrights or any Copyrights
acquired or developed by Grantor after the execution hereof or to delete any
reference to any right, title or interest in any Copyrights in which Grantor no
longer has or claims any right, title or interest.



 Annex III - 1
 









3.             Governing Law.


THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT CONTROLLING, LAWS OF THE
UNITED STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE IN
WHICH ANY OF THE COLLATERAL IS LOCATED NECESSARILY GOVERNS THE VALIDITY,
PERFECTION, PRIORITY AND ENFORCEABILITY, AND THE EXERCISE OF ANY REMEDIES WITH
RESPECT TO ANY LIEN OR SECURITY INTEREST INTENDED TO BE CREATED OR GRANTED
HEREBY ON COLLATERAL LOCATED IN SUCH STATE.


4.             Successors and Assigns.


This Agreement shall be binding upon and inure to the
benefit of the Administrative Agent and Grantor and their respective successors
and assigns.  Grantor shall not, without
the prior written consent of the Administrative Agent given in accordance with
the Credit Agreement, assign any right, duty or obligation hereunder.


5.             Counterparts.


This Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts, each of which
when so executed, shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.  Facsimiles shall be effective as originals.



 Annex III - 2
 









IN WITNESS WHEREOF, the Grantor and the Administrative
Agent have caused this Agreement to be duly executed and delivered as of the
date first above written.


[GRANTOR]


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       


JPMORGAN
CHASE BANK, N.A., as the Administrative Agent


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       



 Annex III - 3
 









SCHEDULE A


COPYRIGHT SECURITY AGREEMENT


I.              REGISTERED
COPYRIGHTS




	
  Copyright

  	
  Country

  	
  Reg. No.

  (App. No.)

  	
  Reg. Date (App. Date)

  	
  Record

  Owner/Liens

  	
  Status/ Comment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


II.            COPYRIGHT
APPLICATIONS



 Annex III - 4
 









STATE OF ________________                      §
                                                                                 §
ss,

COUNTY OF ______________                       §


On [                                 ],
before me, the undersigned, a notary public in and for said state and county,
personally appeared                                  ,
personally known to me (or proved to me on the basis of satisfactory evidence),
to be the person who executed the within instrument as the                                  
, on behalf of [GRANTOR], a [                                 ]
corporation, the corporation therein named, and acknowledged to me that the
corporation executed the within instrument pursuant to its bylaws or a
resolution of its board of directors.


WITNESS MY HAND AND/OR OFFICIAL SEAL.


(NOTARIAL STAMP OR SEAL)


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
  My Commission
  Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  



 



 Annex III - 5















ANNEX IV

TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT


PATENT SECURITY AGREEMENT


THIS PATENT SECURITY AGREEMENT (this “Agreement”),
dated as of dated as of                                  ,
2006 is entered into by [NAME OF GRANTOR(S)],
a [Delaware]                                  
(the “Grantor”) and certain of its affiliates (collectively, the “Grantors”)
and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative
Agent”) for the Lenders.  Capitalized
terms not otherwise defined herein have the meanings set forth in the Amended
and Restated Guaranty and Security Agreement dated as of                                  ,
2006 among the Grantors and the Administrative Agent (the “Security
Agreement”).


WHEREAS, pursuant to the Security Agreement, Grantors
are granting a security interest to the Lenders in certain Patents whether now
owned or existing or hereafter acquired or arising and wherever located,
including the Patents listed on Schedule A hereto (“Secured Patents”).


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Grantors and the Administrative Agent hereby agree as
follows:


1.             Grant of Security Interest.


(a)           Each
Grantor hereby grants to the Administrative Agent, a security interest in and
continuing lien on all of such Grantor’s right, title and interest in, to and
under the Secured Patents, subject to the terms and conditions of the Security
Agreement.


(b)           The
security interest granted hereby is granted in conjunction with the security
interest granted to the Administrative Agent under the Security Agreement. In
the event of any conflict between the terms of this Agreement and the terms of
the Security Agreement, the terms of the Security Agreement shall control.


2.             Modification of Agreement.


This Agreement or any provision hereof may not be
changed, waived, or terminated except in accordance with the amendment
provisions of the Security Agreement pursuant to which the Administrative Agent
may modify this Agreement, after obtaining Grantor’s approval of or signature
to such modification, by amending Schedule A hereto to include reference to any
right, title or interest in any existing Patents or any Patents acquired or
developed by Grantor after the execution hereof or to delete any reference to
any right, title or interest in any Copyrights in which Grantor no longer has
or claims any right, title or interest.


3.             Governing Law.


THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE 



 Annex IV - 1
 









GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK AND, TO THE EXTENT CONTROLLING, LAWS OF THE UNITED STATES OF
AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE IN WHICH ANY OF THE
COLLATERAL IS LOCATED NECESSARILY GOVERNS THE VALIDITY, PERFECTION, PRIORITY
AND ENFORCEABILITY, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT TO ANY LIEN
OR SECURITY INTEREST INTENDED TO BE CREATED OR GRANTED HEREBY ON COLLATERAL
LOCATED IN SUCH STATE.


4.             Successors and Assigns.


This Agreement shall be binding upon and inure to the
benefit of the Administrative Agent and Grantor and their respective successors
and assigns.  Grantor shall not, without
the prior written consent of the Administrative Agent given in accordance with
the Credit Agreement, assign any right, duty or obligation hereunder.


5.             Counterparts.


This Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts, each of which
when so executed, shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.



 Annex IV - 2
 









IN WITNESS WHEREOF, the Grantor and the Administrative
Agent have caused this Agreement to be duly executed and delivered as of the
date first above written.


[GRANTOR]


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       


JPMORGAN
CHASE BANK, N.A., as the Administrative Agent


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       



 Annex IV - 3
 









SCHEDULE A


PATENT SECURITY AGREEMENT


I.              REGISTERED
PATENTS




	
  Patent

  	
   

  	
  Country

  	
   

  	
  Reg. No.

  (App. No.)

  	
   

  	
  Reg. Date

  (App. Date)

  	
   

  	
  Record

  Owner/Liens

  	
   

  	
  Status/

  Comment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


II.PATENT APPLICATIONS


Aventine Renewable Energy, Inc. in partnership
with Purdue University Research Foundation has jointly applied for a patent of
an invention technology jointly developed between Aventine Renewable Energy,
Inc. and Perdue University Research Foundation which technology is
provisionally entitled “Biomass Pretreatment Heat Recovery System”.



 Annex IV - 4
 









 


	
  STATE OF 

  	
   

  	
  §

  
	
   

  	
   

  	
  § ss,

  
	
  COUNTY OF                          

  	
   

  	
  §

  



 


On [                                        ],
before me, the undersigned, a notary public in and for said state and county,
personally appeared                                         ,
personally known to me (or proved to me on the basis of satisfactory evidence),
to be the person who executed the within instrument as the                                         ,
on behalf of [GRANTOR], a [                                        ]
corporation, the corporation therein named, and acknowledged to me that the
corporation executed the within instrument pursuant to its bylaws or a
resolution of its board of directors.


WITNESS MY HAND AND/OR OFFICIAL SEAL.


(NOTARIAL STAMP OR SEAL)


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 



 Annex IV - 5















ANNEX V

TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT


TRADEMARK SECURITY AGREEMENT


THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”),
dated as of                                         ,
2006 is entered into by [NAME OF GRANTOR(S)],
a [Delaware]                                         
(the “Grantor”) and certain of its affiliates (collectively, the “Grantors”)
and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative
Agent”) for the Lenders.  Capitalized
terms not otherwise defined herein have the meanings set forth in the Amended
and Restated Guaranty and Security Agreement dated as of                                         ,
2006 among the Grantor and the Administrative Agent (the “Security Agreement”).


WHEREAS, pursuant to the Security Agreement, Grantors
are granting a security interest to the Lenders in certain Trademarks whether
now owned or existing or hereafter acquired or arising and wherever located,
including the Trademarks listed on Schedule A (“Secured Trademarks”).


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Grantors and the Administrative Agent hereby agree as
follows:


1.             Grant of Security Interest.


Section 1.1             Each
Grantor hereby grants to the Administrative Agent, a security interest in and
continuing lien on all of such Grantor’s right, title and interest in, to and
under all the Secured Trademarks, subject to the terms and conditions of the Security
Agreement.


Section 1.2             The
security interest granted hereby is granted in conjunction with the security
interest granted to the Administrative Agent under the Security Agreement.  The rights and remedies of the Lenders with
respect to the security interest granted hereby are in addition to those set
forth in the Security Agreement. In the event of any conflict between the terms
of this Agreement and the terms of the Security Agreement, the terms of the
Security Agreement shall control.


2.             Modification of Agreement.


This Agreement or any provision hereof may not be
changed, waived, or terminated except in accordance with the amendment
provisions of the Security Agreement pursuant to which the Administrative Agent
may modify this Agreement, after obtaining Grantor’s approval of or signature
to such modification, by amending Schedule A to include reference to any
right, title or interest in any existing Trademarks or any Trademarks acquired
or developed by Grantor after the execution hereof or to delete any reference
to any right, title or interest in any Trademarks in which Grantor no longer
has or claims any right, title or interest.



 Annex V - 1
 









3.             Governing Law.


THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT CONTROLLING, LAWS OF THE
UNITED STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE IN
WHICH ANY OF THE COLLATERAL IS LOCATED NECESSARILY GOVERNS THE VALIDITY, PERFECTION,
PRIORITY AND ENFORCEABILITY, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT TO
ANY LIEN OR SECURITY INTEREST INTENDED TO BE CREATED OR GRANTED HEREBY ON
COLLATERAL LOCATED IN SUCH STATE.


4.             Successors and Assigns.


This Agreement shall be binding upon and inure to the
benefit of the Administrative Agent and Grantor and their respective successors
and assigns.  Grantor shall not, without
the prior written consent of the Administrative Agent given in accordance with
the Credit Agreement, assign any right, duty or obligation hereunder.


5.             Counterparts.


This Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts, each of which
when so executed, shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. 
Facsimiles shall be effective as originals.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



 Annex V - 2
 









IN WITNESS WHEREOF, the Grantor and the Administrative
Agent have caused this Agreement to be duly executed and delivered as of the
date first above written.


[GRANTOR]


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       


JPMORGAN
CHASE BANK, N.A., as the Administrative Agent


By:                                                                                                          

Name:                                                                                                     

Title:                                                                                                       



 Annex V - 3
 









SCHEDULE A


TRADEMARK SECURITY AGREEMENT


I.              REGISTERED
TRADEMARKS




	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Reg. No.

  (App. No.)

  	
   

  	
  Reg.
  Date

  (App. Date)

  	
   

  	
  Record

  Owner/Liens

  	
   

  	
  Status/

  Comment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


II.TRADEMARK APPLICATIONS


Aventine Renewable Energy, Inc. has applied to
trademark the slogan “Supplying clean, renewable energy for the World” —
application of trademark filed with the Canadian Trademark Office.


Aventine Renewable Energy, Inc. has applied to
trademark the slogan “Supplying clean, renewable energy for the World” —
application of trademark filed with the United States Trademark Office.



 Annex V - 4
 









 


	
  STATE OF

  	
   

  	
  §

  
	
   

  	
   

  	
  § ss,

  
	
  COUNTY OF 

  	
   

  	
  §

  



 


On [                                    ],
before me, the undersigned, a notary public in and for said state and county,
personally appeared                                     ,
personally known to me (or proved to me on the basis of satisfactory evidence),
to be the person who executed the within instrument as the                                     ,
on behalf of [GRANTOR], a [                                 ]
corporation, the corporation therein named, and acknowledged to me that the
corporation executed the within instrument pursuant to its bylaws or a
resolution of its board of directors.


WITNESS MY HAND AND/OR OFFICIAL SEAL.


(NOTARIAL STAMP OR SEAL)


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 



 Annex V - 5















SCHEDULE 1



PERFECTION INFORMATION


	
  Grantor

  	
  Filing Office

  
	
  Aventine Renewable Energy, LLC

  	
  Delaware

  
	
  Aventine Renewable Energy, Inc.

  	
  Delaware

  



 



 Schedule 1 - 1















SCHEDULE 2



ORGANIZATIONAL INFORMATION


	
  Grantor

  	
  Jurisdiction

  	
  Federal
  Tax Identification Number

  	
  Organizational
  Identification Number

  
	
  Aventine Renewable Energy, LLC

  	
  Delaware

  	
  47-0920195

  	
  3334328

  
	
  Aventine Renewable Energy, Inc.

  	
  Delaware

  	
  75-3108352

  	
  2505911

  



 


 



 Schedule 2 - 1















SCHEDULE 3



SECURITIES


	
  Grantor

  	
  Issuer

  	
  Ownership
  Interest

  
	
  Aventine Renewable Energy, LLC

  	
  Aventine Renewable Energy, Inc.

  	
  100%

  
	
  Aventine Renewable Energy, LLC

  	
  Aventine Power, LLC

  	
  100%

  
	
  Aventine Renewable Energy, LLC

  	
  Aventine Renewable Energy — Mt. Vernon, LLC

  	
  100%

  
	
  Aventine Renewable Energy, LLC

  	
  Aventine Renewable Energy — Aurora West, LLC

  	
  100%

  
	
  Aventine Renewable Energy, LLC

  	
  Nebraska Energy, L.L.C.

  	
  78.42%

  
	
  Aventine Renewable Energy, Inc.

  	
  Ace Ethanol, LLC

  	
  7.6%

  
	
  Aventine Renewable Energy, Inc.

  	
  Granite Falls Ethanol

  	
  1.6%

  
	
  Aventine Renewable Energy, Inc.

  	
  Fluid Technologies

  	
  1.9%*&

  
	
  Aventine Renewable Energy, Inc.

  	
  Heartland Grain Fuels

  	
  5.0%*

  
	
  Aventine Renewable Energy, Inc.

  	
  Adkins Energy, LLC

  	
  0.1%*

  
	
  Aventine Renewable Energy, Inc.

  	
  Northeast Iowa Ethanol

  	
  22.8%*&

  
	
  Aventine Renewable Energy, Inc.

  	
  TriStates Ethanol Company, LLC

  	
  15.1%*

  



 


* This investment has been written down to $0 in Aventine’s financial
records.


** These investments are
likely to be unrecoverable.


 



 Schedule 3 - 1















SCHEDULE 4



INTELLECTUAL PROPERTY


Aventine Renewable Energy, Inc. in partnership with
Purdue University Research Foundation has jointly applied for a patent of an
invention technology jointly developed between Aventine Renewable Energy, Inc.
and Perdue University Research Foundation which technology is provisionally
entitled “Biomass Pretreatment Heat Recovery System”.


Aventine Renewable Energy, Inc. has applied to
trademark the slogan “Supplying clean, renewable energy for the World” —
application of trademark filed with the Canadian Trademark Office.


Aventine Renewable Energy, Inc. has applied to
trademark the slogan “Supplying clean, renewable energy for the World” —
application of trademark filed with the United States Patent and Trademark
Office.


 



 Schedule 4 - 1















SCHEDULE 5



INSTRUMENTS AND CHATTEL PAPER


None.


 



 Schedule 5 - 1















SCHEDULE 6



COMMERCIAL TORT CLAIMS


None.


 



 Schedule 6 - 1