Exhibit 10.4


 


Execution Copy


 


SECOND AMENDED AND RESTATED


US PLEDGE AGREEMENT


 


 


among


 


 


RESOLUTION PERFORMANCE PRODUCTS INC.,


RESOLUTION PERFORMANCE PRODUCTS LLC,


RPP CAPITAL CORPORATION,


 


VARIOUS SUBSIDIARIES OF RESOLUTION


PERFORMANCE PRODUCTS INC.


 


 


and


 


 


GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent


 










 


Dated as of November 14, 2000


 


Amended and Restated as of April 9, 2003


Amended as of December 22, 2003


 


and


 


Amended and Restated as of the Second Restatement Effective Date


 





















 


Table of Contents


 


	
  Annex
  A

  	
   

  	
  Schedule
  of Legal Names, Type of Organization, Jurisdiction of Organization, Location
  and Organizational Identification Numbers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex
  B

  	
   

  	
  List
  of Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex
  C

  	
   

  	
  List
  of Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex
  D

  	
   

  	
  List
  of Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex
  E

  	
   

  	
  List
  of Limited Liability Company Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex
  F

  	
   

  	
  List
  of Partnership Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex
  G

  	
   

  	
  Agreement
  Regarding Uncertificated Securities, Limited Liability Company Interests and
  Partnership Interests

  	
   

  



 





















 


SECOND AMENDED AND RESTATED


US PLEDGE AGREEMENT


 


SECOND
AMENDED AND RESTATED US PLEDGE AGREEMENT, dated as of November 14, 2000 and amended
and restated as of April 9, 2003, as further amended as of December 22, 2003,
and as further amended and restated as of the Second Restatement Effective Date
(as defined below) (as so amended and restated and as the same may be further
modified, supplemented or amended from time to time, the “US Pledge Agreement”
or “this Agreement”), among each of the undersigned pledgors (each, a “Pledgor”
and, together with each other entity which becomes a party hereto pursuant to
Section 25 hereof, collectively, the “Pledgors”), GENERAL ELECTRIC CAPITAL
CORPORATION, as Collateral Agent (together with any successor collateral agent,
the “Pledgee”), as successor collateral agent to MORGAN STANLEY & CO.,
INCORPORATED (the “Original Pledgee”), for the benefit of the Secured Creditors
(as defined below), and agreed to by DEUTSCHE BANK TRUST COMPANY AMERICAS, as
trustee (together with any successor trustee, the “Senior
Secured Notes Trustee”) for the benefit of the holders from time
to time of the Senior Secured Notes (as defined below), and THE BANK OF NEW
YORK, as trustee (together with any successor trustee, the “Additional Senior Secured Notes Trustee”)
for the benefit of the holders from time to time of the Additional Senior
Secured Notes (as defined below). Except as otherwise defined herein, all
capitalized terms used herein and defined in the Bank Credit Agreement (as
defined below) shall be used herein as therein defined (or, at any time on or
after the first date when all Bank Credit Document Obligations (as defined
below) shall have been repaid in full and all Letters of Credit and the
Commitments under (and as defined in) the Bank Credit Agreement, in each case,
have been terminated and thereafter for so long as no Bank Credit Agreement is
in effect, the Bank Credit Agreement as in effect on such date immediately
prior to such repayment and termination).


 


W I T N
E S S E T H:


 


WHEREAS,
Resolution Performance Products Inc. (“Holdings”), Resolution Performance
Products LLC (“RPP USA”), RPP Capital Corporation (“US Finance Corp.” and,
together with “RPP USA”, the “Original US Borrowers” and each, an “Original US
Borrower”), Resolution Europe B.V. (formerly known as Resolution Nederland
B.V.) (the “Original Dutch Borrower”), the lenders from time to time party
thereto (the “Original Lenders”), Salomon Smith Barney Inc., as Syndication
Agent, JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company of
New York), as Documentation Agent, and Morgan Stanley Senior Funding, Inc., as
Lead Arranger, sole Book Manager and Administrative Agent (in such capacity,
the “Original Agent”), have entered into a Credit Agreement, dated as of
November 14, 2000 (as amended, modified or supplemented through, but not
including, the date hereof, the “Original Bank Credit Agreement”), providing
for the making of Loans (as defined in the Original Bank Credit Agreement) to
the Original US Borrowers and the Dutch Borrower and the issuance of, and
participation in, Letters of Credit (as defined in the Original Bank Credit
Agreement) for the account of the Original US Borrowers as contemplated therein
(the Original Lenders, the Original Agent, each Letter of Credit Issuer (as
defined in the Original Bank Credit Agreement) and the Original Pledgee are
herein called the “Original Bank Lender Creditors”);


 


WHEREAS,
Holdings, RPP USA and certain other entities from time to time designated as US
Borrowers thereunder (the “US Borrowers”), US Finance Corp., Resolution 


 





















 


Europe B.V. and certain other entities from
time to time designated as Netherlands Borrowers thereunder (the “Netherlands
Borrowers”), the other Credit Parties thereto, the financial institutions from
time to time party thereto as US Lenders (the “US Lenders”), General Electric
Capital Corporation, as US L/C Issuer, as Collateral Agent, as a US Lender, and
as US Agent (in such capacity, together with any successor agent, the “US Agent”),
the financial institutions from time to time party thereto as Netherlands
Lenders and GE Leveraged Loans Limited, as Netherlands L/C Issuer, as
Netherlands Security Trustee, as a Netherlands Lender and as Netherlands Agent,
have entered into a Credit Agreement, dated as of January 24, 2005 (as amended,
modified, extended, renewed, replaced, restated, supplemented or refinanced
from time to time, and including any agreement extending the maturity of, or
refinancing or restructuring (including, but not limited to, the inclusion of
additional borrowers or guarantors thereunder or any increase in the amount
borrowed thereunder) all or any portion of the indebtedness under such
agreement or any successor agreement, whether or not with the same agent,
trustee, representative, lenders, holders or group of lenders or holders (the “Bank
Credit Agreement”), providing for the refinancing in full of the Original Bank
Credit Agreement and the making of US Revolving Credit Advances and US Swing
Line Advances (collectively “US Loans”) to the US Borrowers and the issuance
of, and participation in, US Letters of Credit for the account of the US
Borrowers as contemplated therein (the US Lenders, the US Agent, each US L/C
Issuer and the Pledgee are herein called the “Bank Lender Creditors”);


 


WHEREAS,
pursuant to a notice of resignation, dated January 24, 2005 (the “Resignation”),
the Original Pledgee has given notice of its resignation as Collateral Agent
pursuant to Section 8(b) of Annex N to the Security Agreement (as defined
below), such resignation to be effective as of the Second Restatement Effective
Date;


 


WHEREAS,
the Original US Borrowers and the Additional Senior Secured Notes Trustee have
entered into an Indenture, dated as of December 22, 2003 (as amended, modified,
extended, renewed, replaced, restated, supplemented or refinanced from time to
time, and including any agreement extending the maturity of, or refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers or guarantors thereunder or any increase in the amount borrowed
thereunder) all or any portion of the indebtedness under such Indenture or any
successor agreement whether or not with the same trustee, representative,
agent, lenders, holders or group of lenders or holders, the “Note Credit
Agreement” and, together with the Bank Credit Agreement, collectively, the “Credit
Agreement”), providing for (i) the issuance by the Original US Borrowers of
their 8% Senior Secured Notes due December 15, 2009 (the “Additional Senior
Secured Notes”) to the holders thereof from time to time (such holders, the “Additional
Senior Secured Noteholders” and, together with the Additional Senior Secured
Notes Trustee, the “Note Lender Creditors”, and the Note Lender Creditors and
the Bank Lender Creditors are collectively the “Lender Creditors”) and (ii) the
guaranty by any future US Credit Party that is a Subsidiary Guarantor of the Original
US Borrowers’ obligations under the Note Credit Agreement and the Additional
Senior Secured Notes (each such guaranty, together with the Note Credit Agreement
and the Additional Senior Secured Notes, are herein called the “Note Credit
Documents”);


 


WHEREAS,
a portion of the proceeds from the issuance of the Additional Senior Secured
Notes were applied to repay in full all remaining outstanding Term Loans (as
defined in the Original Bank Credit Agreement) under the Original Bank Credit
Agreement and such 


 


2





















 


issuance was otherwise permitted by the
Original Bank Credit Agreement and the Senior Secured Note Indenture (as
defined below), and, accordingly for the avoidance of doubt, the Note Credit
Agreement constitutes a part of the “Credit Agreement” and “First Lien
Obligations” for the purposes of (and as defined in) this Agreement (until such
time, if any, as the indebtedness under the Note Credit Agreement is
reclassified in accordance with the terms thereof) but does not constitute a
part of the Bank Credit Agreement for the purposes of this Agreement;


 


WHEREAS,
each US Borrower or another Pledgor has entered into, and may at any time and
from time to time after the date hereof enter into or guaranty the obligations
of one or more other Pledgors or Subsidiaries thereof under, one or more Hedge
Agreements with one or more Bank Lender Creditors or any affiliate thereof
(each such Bank Lender Creditor or affiliate, even if the respective Bank Lender
Creditor subsequently ceases to be a Lender under the Bank Credit Agreement for
any reason, together with such Bank Lender Creditor’s or affiliate’s successors
and assigns, if any, collectively, the “Other Creditors” and, together with the
Bank Lender Creditors and the Note Lender Creditors, the “First Lien Creditors”);


 


WHEREAS,
the Original US Borrowers and the Senior Secured Notes Trustee have entered
into an Indenture, dated as of April 9, 2003 (as amended, modified or
supplemented from time to time, the “Senior Secured Note Indenture”), providing
for (i) the issuance by the Original US Borrowers of their 9-1/2% Senior
Second Secured Notes due April 15, 2010 (the “Senior Secured Notes”) to the
holders thereof from time to time (the “Senior Secured Noteholders” and,
together with the Senior Secured Notes Trustee, the “Second Lien Creditors”
and, together with the First Lien Creditors, the “Secured Creditors”) and
(ii) the guaranty by any future US Credit Party that is a Subsidiary
Guarantor of the US Borrowers’ obligations under the Senior Secured Note
Indenture and the Senior Secured Notes (each such guaranty, together with the
Senior Secured Note Indenture and the Senior Secured Notes, are herein called
the “Senior Secured Note Documents”);


 


WHEREAS,
pursuant to the US Guaranty entered into pursuant to the Bank Credit Agreement,
each Pledgor that is a party thereto has guaranteed to the Bank Lender
Creditors and the Other Creditors the payment and performance when due of all Guaranteed
Obligations as described in each such Guaranty;


 


WHEREAS,
each Pledgor and the Original Pledgee entered into the US Pledge Agreement,
dated as of November 14, 2000 (as amended, modified or supplemented through,
but not including, the date hereof, the “Original US Pledge Agreement”), in
connection with the Bank Credit Agreement;


 


WHEREAS,
pursuant to Annex N to the Security Agreement, the Required Secured Creditors
have appointed General Electric Capital Corporation as Collateral Agent,
effective as of the Second Restatement Effective Date;


 


WHEREAS,
it is a condition precedent to (i) the making of US Loans to the US Borrowers
and the issuance of, and participation in, US Letters of Credit for the account
of the US Borrowers under the Bank Credit Agreement and (ii) the Other
Creditors entering into US 


 


3





















 


Hedge Agreements that each Pledgor shall have
executed and delivered to the Pledgee this US Pledge Agreement;


 


WHEREAS,
the Bank Credit Agreement is a refinancing of the Original Bank Credit
Agreement, constitutes the “Bank Credit Agreement” under the Amended and
Restated Intercreditor Agreement (as defined below) and the Collateral of the Original
Pledgee pledged under the Original US Pledge Agreement secures the Obligations
under the Bank Credit Agreement to the same extent as it secured the
obligations under the Original Bank Credit Agreement pursuant to the terms of
the Original US Pledge Agreement;


 


WHEREAS,
pursuant to the Bank Credit Agreement, the Bank Lender Creditors have
authorized the Pledgee to enter into an amendment and restatement of the
Original US Pledge Agreement in the form of this Agreement to, inter alia, also
reaffirm the pledge of Collateral securing the obligations in respect of the
Note Credit Documents and the Senior Secured Note Documents on the terms and
conditions set forth herein;


 


WHEREAS,
the pledge of Collateral granted under the Original US Pledge Agreement shall
continue uninterrupted and in full force and effect from and after the Second
Restatement Effective Date; and


 


WHEREAS,
as of the Second Restatement Effective Date, General Electric Capital
Corporation shall constitute the Requisite Lender Creditors and the Required
Secured Creditors.


 


NOW,
THEREFORE, the parties hereto agree that the Original US Pledge Agreement shall
be and hereby is amended and restated as of the Second Restatement Effective
Date in its entirety as follows:


 


1.             SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit
of the Secured Creditors to secure:


 


(i)            the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of all obligations,
indebtedness and liabilities (including, without limitation, indemnities, fees
and interest thereon (including, without limitation, all interest that accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at
the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding)) owing by such
Pledgor to the Lender Creditors, whether now existing or hereafter incurred
under, arising out of, or in connection with the Credit Agreement and the other
Loan Documents (which term Loan Documents, for purposes of this clause (i)
only, for the avoidance of doubt, also includes all Note Credit Documents) to
which such Pledgor is a party (including all such obligations, liabilities and
indebtedness of such Pledgor under any guaranty constituting a Loan Document)
and the due performance and compliance by each Pledgor with all of the terms,
conditions and agreements contained in the Credit Agreement and in such other Loan
Documents to which such Pledgor is a party (all such obligations, indebtedness
and liabilities under this clause (i), except to the extent consisting of Other



 


4





















 


Obligations,
being herein collectively called the “Credit Document Obligations”, and all
such obligations, indebtedness, and liabilities under this clause (i), except
to the extent consisting of Other Obligations and obligations, indebtedness or
liabilities with respect to the Note Credit Documents, being herein
collectively called the “Bank Credit Document Obligations”);


 


(ii)           the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of all obligations,
indebtedness and liabilities (including, without limitation, indemnities, fees
and interest thereon (including, without limitation, all interest that accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at
the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding)) owing by such
Pledgor to the Other Creditors, under or with respect to (including all such
obligations and indebtedness of such Pledgor under any guaranty of) any Hedge Agreement,
whether such Hedge Agreement is now in existence or hereafter arising, and the
due performance and compliance by such Pledgor with all of the terms,
conditions and agreements contained therein (all such obligations, liabilities
and indebtedness under this clause (ii) being herein collectively called the “Other
Obligations”);


 


(iii)          the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of all obligations,
liabilities and indebtedness (including, without limitation, indemnities, fees
and interest thereon (including, without limitation, all interest that accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at
the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding)) of each Pledgor
owing to the Second Lien Creditors, whether now existing or hereafter incurred
under, arising out of, or in connection with the Senior Secured Notes and the
other Senior Secured Note Documents to which such Pledgor is a party (including
all such obligations and indebtedness of such Pledgor under any guaranty
constituting a Senior Secured Note Document) and the due performance and
compliance by such Pledgor with all of the terms, conditions and agreements
contained in the Senior Secured Notes and in the other Senior Secured Note
Documents (all such obligations, liabilities and indebtedness under this clause
(iii) being herein collectively called the “Second Lien Obligations”);


 


(iv)          any and all sums owing at any time to
Pledgee, including without limitation, any and all sums advanced by the Pledgee
in order to preserve the Collateral (as hereinafter defined) and/or preserve
its security interest in the Collateral;


 


(v)           in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations or liabilities of
any Pledgor referred to in clauses (i) through (iv) above, after an Event of
Default shall have occurred and be continuing, the reasonable expenses of
retaking, holding, preparing for sale or lease, selling or otherwise disposing
of or realizing on the Collateral, or of any exercise by the Pledgee of its
rights hereunder, together with reasonable attorneys’ fees and court costs; and


 


5





















 


(vi)          all amounts paid by any Indemnitee to which
such Indemnitee has the right to reimbursement under Section 11 of this
Agreement,


 


all
such obligations, liabilities, indebtedness, sums and expenses set forth in
clauses (i) through (vi) of this Section 1 being collectively called the “Obligations”,
it being acknowledged and agreed that the “Obligations” shall include
extensions of credit of the types described above, whether outstanding on the
date of this Agreement or extended from time to time after the date of this
Agreement.


 


2.             DEFINITIONS; ANNEXES.


 


(a)           Unless
otherwise defined herein, all capitalized terms used herein and defined in the Bank
Credit Agreement shall be used herein as therein defined. Reference to singular
terms shall include the plural and vice versa.


 


(b)           The following capitalized terms used herein
shall have the definitions specified below:


 


“Additional
Senior Secured Noteholders” shall have the meaning provided in the recitals to
this Agreement.


 


“Additional
Senior Secured Notes” shall have the meaning provided in the recitals to this
Agreement.


 


“Additional
Senior Secured Notes Excluded Collateral” shall have the meaning set forth in
the Security Agreement.


 


“Additional
Senior Secured Notes Trustee” shall have the meaning provided in the recitals
to this Agreement.


 


“Adverse
Claim” shall have the meaning given such term in Section 8-102(a)(l) of the
UCC.


 


“Agreement”
shall have the meaning set forth in the first paragraph hereof.


 


“Amended
and Restated Intercreditor Agreement” shall mean the Intercreditor Agreement,
dated as of December 22, 2003, among the Additional Senior Secured Notes
Trustee, the Original Agent, the Original Pledgee and the Overdraft Creditors,
and acknowledged and agreed to by the Credit Parties from time to time party
thereto, as amended and restated, as of the Second Restatement Effective Date,
by and among the Pledgee and the Credit Parties, as further amended, modified,
restated, supplemented or replaced from time to time in accordance with the
terms thereof, including, without limitation, any intercreditor or similar
agreement with respect to any refinancing, replacement or restructuring
(including, without limitation, any such agreement increasing the amount of
indebtedness referred to therein or adding additional parties thereto) with
respect to all or any portion of the indebtedness referenced in such agreement.


 


“Bank
Credit Agreement” shall have the meaning provided in the recitals to this
Agreement.


 


6





















 


“Bank
Credit Document Obligations” shall have the meaning set forth in Section 1
hereof.


 


“Bank
Lender Creditors” shall have the meaning provided in the recitals to this
Agreement.


 


“Certificated
Security” shall have the meaning given such term in Section 8-102(a)(4) of the
UCC.


 


“Clearing
Corporation” shall have the meaning given such term in Section 8-102(a)(5) of
the UCC.


 


“Collateral”
shall have the meaning set forth in Section 3.1 hereof.


 


“Collateral
Accounts” shall mean any and all accounts established and maintained by the
Pledgee in the name of any Pledgor to which Collateral may be credited.


 


“Credit
Agreement” shall have the meaning set forth in the recitals hereto.


 


“Credit
Document Obligations” shall have the meaning set forth in Section 1 hereof.


 


“Domestic
Corporation” shall have the meaning set forth in the definition of “Stock.”


 


“Event
of Default” shall mean any Event of Default (or similar term) under, and as
defined in, the Credit Agreement or any Hedge Agreement entered into with an
Other Creditor and shall in any event include, without limitation, (i) any
payment default under any Hedge Agreement or any Senior Secured Note Document,
and (ii) at any time after the First Lien Obligations have been paid in full
and all Commitments and Letters of Credit under the Bank Credit Agreement have
been terminated, any “Event of Default” (or similar term) under, and as defined
in, any Senior Secured Note Document.


 


“Financial
Asset” shall have the meaning given such term in Section 8-102(a)(9) of the
UCC.


 


“First
Lien Creditors” shall have the meaning set forth in the recitals hereto.


 


“First
Lien Obligations” shall mean all Credit Document Obligations and all Other
Obligations.


 


“Foreign
Corporation” shall have the meaning set forth in the definition of “Stock.”


 


“Holdings”
shall have the meaning set forth in the recitals hereto.


 


“Indemnitees”
shall have the meaning set forth in Section 11 hereof.


 


7





















 


“Instrument”
shall have the meaning given such term in Section 9-102(a)(47) of the UCC.


 


“Investment
Property” shall have the meaning given such term in Section 9-102(a)(49) of the
UCC.


 


“Lender
Creditors” shall have the meaning set forth in the recitals hereto.


 


“Limited
Liability Company Assets” shall mean all assets, whether tangible or intangible
and whether real, personal or mixed (including, without limitation, all limited
liability company capital and interest in other limited liability companies),
at any time owned by any Pledgor and represented by any Limited Liability
Company Interest.


 


“Limited
Liability Company Interests” shall mean the entire limited liability company
membership interest at any time owned by any Pledgor in any limited liability
company (excluding any obligation of any Pledgor to make any unpaid or uncalled
capital commitments or contributions (or any other payments of a similar
nature) in respect of any such limited liability company).


 


“Location”
of any Pledgor shall have the meaning given such term in Section 9-307 of the
UCC.


 


“Netherlands
Borrowers” shall have the meaning provided in the recitals to this Agreement.


 


“Non-Voting
Stock” shall mean all capital stock which is not Voting Stock.


 


“Note
Credit Agreement” shall have the meaning provided in the recitals to this
Agreement.


 


“Note
Credit Documents” shall have the meaning provided in the recitals to this
Agreement.


 


“Note
Lender Creditors” shall have the meaning provided in the recitals to this
Agreement.


 


“Notes”
shall mean all promissory notes from time to time issued to, or held by, each
Pledgor.


 


“Obligations”
shall have the meaning set forth in Section 1 hereof.


 


“Original
Agent” shall have the meaning set forth in the recitals hereto.


 


“Original
Bank Credit Agreement” shall have the meaning set forth in the recitals hereto.


 


“Original
Collateral Agent” shall have the meaning set forth in the recitals to this
Agreement.


 


8





















 


“Original
Dutch Borrower” shall have the meaning set forth in the recitals hereto.


 


“Original
Lenders” shall have the meaning set forth in the recitals hereto.


 


“Original
Pledgee” shall have the meaning set forth in the recitals hereto.


 


“Original
US Borrowers” shall have the meaning set forth in the recitals hereto.


 


“Original
US Pledge Agreement” shall have the meaning set forth in the recitals hereto.


 


“Original
Security Agreement” shall mean the Security Agreement by the Original US
Borrowers and the Original Collateral Agent, dated as of November 14, 2000, as
amended and restated as of April 9, 2003 and as further amended as of December
22, 2003 (as further amended, modified or supplemented through, but not
including the Second Restatement Effective Date).


 


“Other
Creditors” shall have the meaning set forth in the recitals hereto.


 


“Other
Obligations” shall have the meaning set forth in Section 1 hereof.


 


“Partnership
Assets” shall mean all assets, whether tangible or intangible and whether real,
personal or mixed (including, without limitation, all partnership capital and
interest in other partnerships), at any time owned by any Pledgor and represented
by any Partnership Interest.


 


“Partnership
Interest” shall mean the entire general partnership interest or limited
partnership interest at any time owned by any Pledgor in any general
partnership or limited partnership (excluding any obligation of any Pledgor to
make any unpaid or uncalled capital commitments or contributions (or any other
payments of a similar nature) in respect of any such general partnership or
limited partnership).


 


“Permitted
Liens” shall mean (i) “Permitted Encumbrances” under, and as defined in, the
Credit Agreement, (ii) Liens otherwise permitted under the Credit Agreement or
(iii) after the date on which all First Lien Obligations have been paid in full
in cash in accordance with the terms thereof and all Commitments and Letters of
Credit under the Bank Credit Agreement have been terminated, those Liens
permitted at such time under the Senior Secured Note Indenture.


 


“Pledged
Notes” shall have the meaning set forth in Section 3.5 hereof.


 


“Pledgee”
shall have the meaning set forth in the first paragraph hereof.


 


“Pledgor”
shall have the meaning set forth in the first paragraph hereof.


 


“Proceeds”
shall have the meaning given such term in Section 9-l02(a)(64) of the UCC.


 


9





















 


“Registered
Organization” shall have the meaning given such term in Section 9-102(a)(70) of
the UCC.


 


“Required
Secured Creditors” shall have the meaning set forth in the Security Agreement.


 


“RPP
USA” shall have the meaning set forth in the recitals hereto.


 


“Second
Restatement Effective Date” shall mean the date and time on or prior to January
24, 2005 (a) on which (i) this Agreement shall have been executed and delivered
by the Pledgee and each US Credit Party for whom a signature line has been
provided below and bearing the consent of the Required Secured Creditors, (ii)
the initial advance under the Bank Credit Agreement shall have been made and
all Obligations arising under the Original Bank Agreement, and all Other
Obligations (each as defined in the Original Security Agreement) shall have
been satisfied in full and (iii) the Resignation shall have been executed by
the Original Collateral Agent and delivered to RPP USA, the Additional Senior
Secured Notes Trustee and the Senior Secured Notes Trustee and (b) of which
written notice of the events described in clause (a) of this definition shall
have been provided by the Collateral Agent to RPP USA, the Senior Secured Notes
Trustee and the Additional Senior Secured Notes Trustee.


 


“Second
Lien Creditors” shall have the meaning set forth in the recitals hereto.


 


“Second
Lien Excluded Collateral” shall have the meaning set forth in the Security
Agreement.


 


“Second
Lien Obligations” shall have the meaning set forth in Section 1 hereof.


 


“Secured
Creditors” shall have the meaning set forth in the recitals hereto.


 


“Secured
Debt Agreements” mean and include this Agreement, the other Loan Documents to
which such US Credit Party is a party (which term Loan Documents, for purposes
of this definition and clause (i) of Section 1 only, also shall include all
Note Credit Documents), the Hedge Agreements entered into with any Other Creditors
and the Senior Secured Note Documents.


 


“Securities
Account” shall have the meaning given such term in Section 8-501(a) of the UCC.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, as in effect from time
to time.


 


“Securities
Intermediary” shall have the meaning given such term in Section 8-102(14) of
the UCC.


 


“Security”
and “Securities” shall have the meaning given such term in Section 8-102(a)(15)
of the UCC and shall in any event also include all Stock and all Notes.


 


10





















 


“Security
Agreement” shall mean the Security Agreement by the Original US Borrowers and
the Pledgee, as successor to the Original Collateral Agent, dated as of
November 14, 2000, and amended and restated as of April 9, 2003, as amended as
of December 22, 2003, and as further amended and restated as of the Second
Restatement Effective Date (as further amended, modified or supplemented from
time to time).


 


“Security
Entitlement” shall have the meaning given such term in Section 8-102(a)(17) of
the UCC.


 


“Senior
Secured Note Documents” shall have the meaning set forth in the recitals
hereto.


 


“Senior
Secured Noteholders” shall have the meaning set forth in the recitals hereto.


 


“Senior
Secured Note Indenture” shall have the meaning set forth in the recitals hereto.


 


“Senior
Secured Notes” shall have the meaning set forth in the recitals hereto.


 


“Senior
Secured Notes Trustee” shall have the meaning set forth in the first paragraph
hereof.


 


“Stock”
shall mean (x) with respect to corporations incorporated under the laws of the
United States or any State thereof or the District of Columbia (each, a “Domestic
Corporation”), all of the issued and outstanding shares of capital stock of any
corporation at any time owned by any Pledgor of any Domestic Corporation and
(y) with respect to corporations not Domestic Corporations (each a “Foreign
Corporation”), all of the issued and outstanding shares of capital stock at any
time owned by any Pledgor of any Foreign Corporation.


 


“Termination
Date” shall have the meaning set forth in the Security Agreement.


 


“Transmitting
Utility” shall have the meaning given such term in Section 9-102(a)(80) of the
UCC.


 


“UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York
from time to time; provided that all references herein to specific
sections or subsections of the UCC are references to such sections or subsections,
as the case may be, of the Uniform Commercial Code as in effect in the State of
New York on the Second Restatement Effective Date.


 


“Uncertificated
Security” shall have the meaning given such term in Section 8-102(a)(18) of the
UCC.


 


“US
Agent” shall have the meaning set forth in the recitals hereto.


 


“US
Borrowers” shall have the meaning set forth in the recitals hereto.


 


11





















 


“US
Finance Corp.” shall have the meaning set forth in the recitals hereto.


 


“US
Lenders” shall have the meaning set forth in the recitals hereto.


 


“US
Loans” shall have the meaning set forth in the recitals hereto.


 


“Voting
Stock” shall mean all classes of capital stock of any Foreign Corporation
entitled to vote.


 


3.             PLEDGE OF SECURITIES, ETC.


 


3.1           Pledge. To
secure the Obligations now or hereafter owed or to be performed by each
Pledgor, each Pledgor does hereby create, grant, pledge and assign to the
Pledgee for the benefit of the Secured Creditors (except as otherwise provided
in clauses (x) and (z) of the last paragraph of this Section 3.1), and does
hereby create (and, to the extent the following constitutes “Collateral” under,
and as defined in, the Original US Pledge Agreement, does hereby reconfirm
(without interruption) its creation, grant, pledge and assignment to the
Pledgee under the Original US Pledge Agreement of) a continuing security
interest (subject to Permitted Liens) in, all of the right, title and interest
in and to the following, whether now existing or hereafter from time to time
acquired (collectively, the “Collateral”) (it being understood and agreed that
the security interest granted herein (x) for the benefit of the First Lien
Creditors shall be senior in priority in all respects to the security interest granted
herein for the benefit of the Second Lien Creditors and (y) for the benefit of
the Second Lien Creditors shall be subject and subordinated in all respects to
the security interest granted herein for the benefit of the First Lien
Creditors):


 


(a)           each of the Collateral Accounts
(to the extent a security interest therein is not created pursuant to the Security
Agreement), including any and all assets of whatever type or kind deposited by
such Pledgor in such Collateral Account, whether now owned or hereafter
acquired, existing or arising, including, without limitation, all Financial
Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or
interests therein of any type or nature deposited or required by the Bank
Credit Agreement or any other Secured Debt Agreement to be deposited in such
Collateral Account, and all investments and all certificates and other
Instruments (including depository receipts, if any) from time to time
representing or evidencing the same, and all dividends, interest,
distributions, cash and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the
foregoing;


 


(b)           all Securities owned by such
Pledgor from time to time and all options and warrants owned by such Pledgor
from time to time to purchase Securities;


 


(c)           all Limited Liability Company
Interests of such Pledgor from time to time and all of its right, title and
interest in each limited liability company to which each such interest relates,
whether now existing or hereafter acquired, including, without limitation:


 


(A)          all its capital therein and its interest in
all profits, losses, Limited Liability Company Assets and other distributions
to which such Pledgor shall at any time be entitled in respect of such Limited
Liability Company Interests;


 


12





















 


(B)           all other payments due or to become due to
such Pledgor in respect of Limited Liability Company Interests, whether under
any limited liability company agreement or otherwise, whether as contractual
obligations, damages, insurance proceeds or otherwise;


 


(C)           all of its claims, rights, powers,
privileges, authority, options, security interests, liens and remedies, if any,
under any limited liability company agreement or operating agreement, or at law
or otherwise in respect of such Limited Liability Company Interests;


 


(D)          all present and future claims, if any, of
such Pledgor against any such limited liability company for moneys loaned or
advanced, for services rendered or otherwise;


 


(E)           all of such Pledgor’s rights under any
limited liability company agreement or operating agreement or at law to
exercise and enforce every right, power, remedy, authority, option and
privilege of such Pledgor relating to such Limited Liability Company Interests,
including any power to terminate, cancel or modify any limited liability
company agreement or operating agreement, to execute any instruments and to
take any and all other action on behalf of and in the name of any of such
Pledgor in respect of such Limited Liability Company Interests and any such
limited liability company, to make determinations, to exercise any election
(including, but not limited to, election of remedies) or option or to give or
receive any notice, consent, amendment, waiver or approval, together with full
power and authority to demand, receive, enforce, collect or receipt for any of
the foregoing or for any Limited Liability Company Asset, to enforce or execute
any checks, or other instruments or orders, to file any claims and to take any
action in connection with any of the foregoing (with all of the foregoing
rights only to be exercisable upon the occurrence and during the continuation
of an Event of Default); and


 


(F)           all other property hereafter delivered in
substitution for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all cash,
securities, interest, dividends, rights and other property at any time and from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all thereof;


 


(d)           all Partnership Interests of
such Pledgor from time to time and all of its right, title and interest in each
partnership to which each such interest relates, whether now existing or
hereafter acquired, including, without limitation:


 


(A)          all its capital therein and its interest in
all profits, losses, Partnership Assets and other distributions to which such
Pledgor shall at any time be entitled in respect of such Partnership Interests;


 


13





















 


(B)           all other payments due or to become due to
such Pledgor in respect of Partnership Interests, whether under any partnership
agreement or otherwise, whether as contractual obligations, damages, insurance
proceeds or otherwise;


 


(C)           all of its claims, rights, powers,
privileges, authority, options, security interests, liens and remedies, if any,
under any partnership agreement or operating agreement, or at law or otherwise
in respect of such Partnership Interests;


 


(D)          all present and future claims, if any, of
such Pledgor against any such partnership for moneys loaned or advanced, for
services rendered or otherwise;


 


(E)           all of such Pledgor’s rights under any
partnership agreement or operating agreement or at law to exercise and enforce
every right, power, remedy, authority, option and privilege of such Pledgor
relating to such Partnership Interests, including any power to terminate,
cancel or modify any partnership agreement or operating agreement, to execute
any instruments and to take any and all other action on behalf of and in the
name of any of such Pledgor in respect of such Partnership Interests and any
such partnership, to make determinations, to exercise any election (including,
but not limited to, election of remedies) or option or to give or receive any
notice, consent, amendment, waiver or approval, together with full power and
authority to demand, receive, enforce, collect or receipt for any of the
foregoing or for any Partnership Asset, to enforce or execute any checks, or
other instruments or orders, to file any claims and to take any action in
connection with any of the foregoing (with all of the foregoing rights only to
be exercisable upon the occurrence and during the continuation of an Event of
Default); and


 


(F)           all other property hereafter delivered in
substitution for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all cash,
securities, interest, dividends, rights and other property at any time and from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all thereof;


 


(e)           all Security Entitlements of
such Pledgor from time to time in any and all of the foregoing;


 


(f)            all
Financial Assets and Investment Property of such Pledgor from time to time; and


 


(g)           all Proceeds of any and all of
the foregoing.


 


Notwithstanding
anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the
extent that it is Holdings or a Domestic Subsidiary of Holdings) shall be
required at any time to pledge hereunder (and the Collateral of such Pledgor
shall not include) in excess of 66% of the Voting Stock of any Foreign
Corporation, (y) each Pledgor shall be required to pledge hereunder 100% of any
Non-Voting Stock at any time and from time to time acquired by 


 


14





















 


such Pledgor of any Foreign Corporation and
(z) (A) (I) the Second Lien Creditors shall not have a security interest in,
and the grant of security interests pursuant to this Section 3.1 for the
benefit of the Second Lien Creditors shall not extend to, any Second Lien
Excluded Collateral, and (II) with respect to the Second Lien Creditors, the
term “Collateral” shall not include the Second Lien Excluded Collateral, and
(B) (I) the Note Lender Creditors shall not have a security interest in, and
the grant of security interests pursuant to this Section 3.1 for the benefit of
the Note Lender Creditors shall not extend to, any Additional Senior Secured
Notes Excluded Collateral, and with respect to the Note Lender Creditors the “Collateral”
shall not include the Additional Senior Secured Notes Excluded Collateral, and
(II) the Liens, rights, remedies and benefits of the Note Lender Creditors in
respect of the Collateral and this Agreement are also expressly subject to all
of the terms, provisions and conditions of the Amended and Restated Intercreditor
Agreement.


 


3.2           Procedures. (a) To
the extent that any Pledgor at any time or from time to time owns, acquires or
obtains any right, title or interest in any Collateral, such Collateral shall
automatically (and without the taking of any action by the respective Pledgor)
be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto,
such Pledgor shall (to the extent provided below) take the following actions as
set forth below (as promptly as practicable and, in any event, within 10 days
after it obtains such Collateral) for the benefit of the Pledgee and the
Secured Creditors:


 


(i)            with respect to a Certificated Security
(other than a Certificated Security credited on the books of a Clearing
Corporation or Securities Intermediary), the respective Pledgor shall
physically deliver such Certificated Security to the Pledgee, indorsed to the
Pledgee or indorsed in blank;


 


(ii)           with respect to an Uncertificated Security
(other than an Uncertificated Security credited on the books of a Clearing
Corporation or Securities Intermediary), the respective Pledgor shall cause the
issuer of such Uncertificated Security to duly authorize and execute, and
deliver to the Pledgee, an agreement for the benefit of the Pledgee and the
other Secured Creditors substantially in the form of Annex G hereto
(appropriately completed to the satisfaction of the Pledgee and with such
modifications, if any, as shall be satisfactory to the Pledgee) pursuant to
which such issuer agrees to comply with any and all instructions originated by
the Pledgee without further consent by the registered owner and not to comply
with instructions regarding such Uncertificated Security (and any Partnership
Interests and Limited Liability Company Interests issued by such issuer)
originated by any other Person other than a court of competent jurisdiction;


 


(iii)          with respect to a Certificated Security,
Uncertificated Security, Partnership Interest or Limited Liability Company
Interest credited on the books of a Clearing Corporation or Securities
Intermediary (including a Federal Reserve Bank, Participants Trust Company or
The Depository Trust Company), the respective Pledgor shall promptly notify the
Pledgee thereof and shall promptly take (x) all actions required (i) to comply
with the applicable rules of such Clearing Corporation or Securities
Intermediary and (ii) to perfect the security interest of the Pledgee under
applicable law (including, in any event, under Sections 9-314(a), (b) and (c),
9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems
necessary or desirable to effect the foregoing;


 


15





















 


(iv)          with respect to a Partnership Interest or a
Limited Liability Company Interest (other than a Partnership Interest or
Limited Liability Company Interest credited on the books of a Clearing
Corporation or Securities Intermediary, (1) if such Partnership Interest or
Limited Liability Company Interest is represented by a certificate and is a
Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i)
hereof and (2) if such Partnership Interest or Limited Liability Company
Interest is not represented by a certificate or is not a Security for purposes
of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof;


 


(v)           with respect to any Note with a stated
principal amount in excess of $100,000 so long as no Event of Default has
occurred and is continuing and with respect to any Note if an Event of Default
has occurred and is continuing, physical delivery of such Note to the Pledgee,
indorsed to the Pledgee or indorsed in blank; and


 


(vi)          after an Event of Default has occurred and is
continuing, with respect to cash, to the extent not otherwise provided for in
the Security Agreement, (i) establishment by the Pledgee of a cash account in
the name of such Pledgor over which the Pledgee shall have “control” within the
meaning of the UCC (and no withdrawals or transfers may be made therefrom by
any Person except with the prior written consent of the Pledgee) and (ii)
deposit of such cash in such cash account.


 


(b)           In addition to the actions
required to be taken pursuant to preceding Section 3.2(a) hereof, each Pledgor
shall take the following additional actions with respect to the Securities and
Collateral:


 


(i)            with respect to all Collateral of such
Pledgor whereby or with respect to which the Pledgee may obtain “control”
thereof within the meaning of Section 8-106 of the UCC (or under any provision
of the UCC as same may be amended or supplemented from time to time, or under
the laws of any relevant State other than the State of New York), the
respective Pledgor shall take all actions as may be requested from time to time
by the Pledgee so that “control” of such Collateral is obtained and at all
times held by the Pledgee; and


 


(ii)           each Pledgor shall from time to time cause
appropriate financing statements (on Form UCC-1 or other appropriate form)
under the Uniform Commercial Code as in effect in the various relevant States
(with the form of such financing statements to be satisfactory to the Pledgee),
to be filed in the relevant filing offices so that at all times the Pledgee has
a security interest in all Investment Property and other Collateral which is
perfected by the filing of such financing statements (in each case to the
maximum extent perfection by filing may be obtained under the laws of the
relevant States, including, without limitation, Section 9-312(a) of the UCC).  Each Pledgor also hereby ratifies its
authorization for Pledgee to have filed in any Uniform Commercial Code
jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.


 


3.3           Subsequently
Acquired Collateral. Subject to the last sentence of
Section 3.1 hereof, if any Pledgor shall acquire (by purchase, stock
dividend or otherwise) any 


 


16





















 


additional
Collateral at any time or from time to time after the date hereof, such
Collateral shall automatically (and without any further action being required
to be taken) be subject to the pledge and security interests created pursuant
to Section 3.1 hereof and, furthermore, such Pledgor will promptly thereafter
take (or cause to be taken) all action with respect to such Collateral in
accordance with the procedures set forth in Section 3.2 hereof, and will
promptly thereafter deliver to the Pledgee (i) a certificate executed by a
principal executive officer of such Pledgor describing such Collateral and
certifying that the same has been duly pledged in favor of the Pledgee (for the
benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A
through F hereto as are necessary to cause such annexes to be complete and
accurate at such time.


 


3.4           Transfer
Taxes. Each pledge of Collateral under Section 3.1 or Section 3.3
hereof shall be accompanied by any transfer tax stamps required in connection
with the pledge of such Collateral.


 


3.5           Definition
of Pledged Notes. All Notes at any time pledged or required to be pledged
hereunder are hereinafter called the “Pledged Notes”.


 


3.6           Certain
Representations and Warranties Regarding the Collateral. Each
Pledgor represents and warrants that on the date hereof: (i) each Subsidiary of
such Pledgor, and the direct ownership thereof, is listed in Annex B hereto;
(ii) the Stock (and any warrants or options to purchase Stock) held by such
Pledgor consists of the number and type of shares of the stock (or warrants or
options to purchase any stock) of the corporations as described in Annex C
hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes
that percentage of the issued and outstanding capital stock of the issuing
corporation as is set forth in Annex C hereto; (iv) the Notes held by such
Pledgor consist of the promissory notes described in Annex D hereto where such
Pledgor is listed as the lender; (v) the Limited Liability Company Interests
held by such Pledgor consist of the number and type of interests of the Persons
described in Annex E hereto; (vi) each such Limited Liability Company Interest
referenced in clause (v) of this paragraph constitutes that percentage of the
issued and outstanding equity interest of the issuing Person as set forth in
Annex E hereto; (vii) the Partnership Interests held by such Pledgor consist of
the number and type of interests of the Persons described in Annex F hereto;
(viii) each such Partnership Interest referenced in clause (vii) of this
paragraph constitutes that percentage or portion of the entire partnership
interest of the Partnership as set forth in Annex F hereto; (ix) the Pledgor
has complied with the applicable procedure set forth in Section 3.2(a) hereof
with respect to each item of Collateral described in Annexes C through F
hereto; and (x) on the date hereof, such Pledgor owns no other Securities,
Limited Liability Company Interests or Partnership Interests.


 


4.             APPOINTMENT OF SUB-AGENTS, ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or more
sub-agents for the purpose of retaining physical possession of the Collateral,
which may be held (in the discretion of the Pledgee) in the name of the
relevant Pledgor, indorsed or assigned in blank or in favor of the Pledgee or
any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.


 


5.             VOTING, ETC., WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT. Unless and until there shall have occurred and be
continuing an Event of Default or


 


17





















 


a Default under (or of the type described in) Section 6.1(a), 6.1(f) and
6.1(g) of the Bank Credit Agreement (each such Default, a “Specified Default”),
each Pledgor shall be entitled to exercise all voting rights attaching to any
and all Collateral owned by it, and to give consents, waivers or ratifications
in respect thereof; provided that no vote shall be cast or any consent,
waiver or ratification given or any action taken which would violate, result in
breach of any covenant contained in, or be inconsistent with, any of the terms
of any Secured Debt Agreement, or which would have the effect of impairing the
value of the Collateral or any part thereof or the position or interests of the
Pledgee or any other Secured Creditor therein. All such rights of a Pledgor to
vote and to give consents, waivers and ratifications shall cease in case an
Event of Default or a Specified Default shall occur and be continuing and
Section 7 hereof shall become applicable.


 


6.             DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event of Default or a Specified
Default shall have occurred and be continuing, all cash dividends, cash
distributions, cash Proceeds and other cash amounts payable in respect of the
Collateral shall be paid to the respective Pledgor. Subject to Section 3.2
hereof, the Pledgee shall be entitled to receive directly, and to retain as
part of the Collateral:


 


(i)            all other or additional stock, notes, limited
liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash dividends other
than as set forth above) paid or distributed by way of dividend or otherwise in
respect of the Collateral;


 


(ii)           all other or additional stock, notes, limited
liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash) paid or
distributed in respect of the Collateral by way of stock-split, spin-off,
split-up, reclassification, combination of shares or similar rearrangement; and


 


(iii)          all other or additional stock, notes, limited
liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash) which may be paid
in respect of the Collateral by reason of any consolidation, merger, exchange
of stock, conveyance of assets, liquidation or similar corporate
reorganization.


 


Nothing
contained in this Section 6 shall limit or restrict in any way the Pledgee’s
right to receive the proceeds of the Collateral in any form in accordance with
Section 3 of this Agreement. All dividends, distributions or other payments
which are received by the respective Pledgor contrary to the provisions of this
Section 6 or Section 7 hereof shall be received in trust for the benefit of the
Pledgee, shall be segregated from other property or funds of such Pledgor and
shall be forthwith paid over to the Pledgee as Collateral in the same form as
so received (with any necessary indorsement).


 


7.             REMEDIES IN CASE OF AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT. In the event an Event of Default or a Specified Default
shall have occurred and be continuing, then and in every such case, the Pledgee
shall be entitled to exercise all of the rights, powers and remedies (whether
vested in it by this Agreement or by any other Secured Debt Agreement or by
law) for the protection and enforcement of its rights in respect of the
Collateral, including, without limitation, all the rights and remedies of a
secured party upon 


 


18





















 


default under the Uniform Commercial Code as in effect in any relevant
jurisdiction, and the Pledgee shall be entitled, without limitation, to
exercise any or all of the following rights, which each Pledgor hereby agrees
to be commercially reasonable:


 


(i)            to receive all amounts payable in respect of
the Collateral otherwise payable under Section 6 hereof to such Pledgor;


 


(ii)           to transfer all or any part of the Collateral
into the Pledgee’s name or the name of its nominee or nominees;


 


(iii)          to accelerate any Pledged Note which may be
accelerated in accordance with its terms, and take any other lawful action to
collect upon any Pledged Note (including, without limitation, to make any
demand for payment thereon);


 


(iv)          to vote all or any part of the Collateral
(whether or not transferred into the name of the Pledgee) and give all
consents, waivers and ratifications in respect of the Collateral and otherwise
act with respect thereto as though it were the outright owner thereof (each
Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy
and attorney-in-fact of such Pledgor, with full power of substitution to do
so);


 


(v)           at any time or from time to time to sell,
assign and deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale, without
demand of performance, advertisement or notice of intention to sell or of the
time or place of sale or adjournment thereof or to redeem or otherwise (all of
which are hereby waived by each Pledgor), for cash, on credit or for other
property, for immediate or future delivery without any assumption of credit risk,
and for such price or prices and on such terms as the Pledgee in its absolute
discretion may determine; provided that at least 10 days’ notice of the
time and place of any such sale shall be given to such Pledgor. The Pledgee
shall not be obligated to make such sale of Collateral regardless of whether
any such notice of sale has theretofore been given. Each purchaser at any such
sale shall hold the property so sold absolutely free from any claim or right on
the part of each Pledgor, and each Pledgor hereby waives and releases to the
fullest extent permitted by law any right or equity of redemption with respect
to the Collateral, whether before or after sale hereunder, all rights, if any,
of marshalling the Collateral and any other security for the Obligations or
otherwise, and all rights, if any, of stay and/or appraisal which it now has or
may at any time in the future have under rule of law or statute now existing or
hereafter enacted. At any such sale, unless prohibited by applicable law, the
Pledgee on behalf of all Secured Creditors (or certain of them) may bid for and
purchase (by bidding in Obligations or otherwise) all or any part of the
Collateral so sold free from any such right or equity of redemption. Neither
the Pledgee nor any other Secured Creditor shall be liable for failure to
collect or realize upon any or all of the Collateral or for any delay in so
doing nor shall any of them be under any obligation to take any action
whatsoever with regard thereto; and


 


(vi)          to set-off any and all Collateral against any
and all Obligations, and to withdraw any and all cash or other Collateral from
any and all Collateral Accounts and to apply such cash and other Collateral to
the payment of any and all Obligations.


 


19





















 


8.             REMEDIES, ETC. CUMULATIVE. Each right, power and remedy of the Pledgee provided
for in this Agreement or in any other Secured Debt Agreement, or now or
hereafter existing at law or in equity or by statute shall be cumulative and
concurrent and shall be in addition to every other such right, power or remedy.
The exercise or beginning of the exercise by the Pledgee or any other Secured
Creditor of any one or more of the rights, powers or remedies provided for in
this Agreement or in any other Secured Debt Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by the Pledgee or any other Secured Creditor of
all such other rights, powers or remedies, and no failure or delay on the part
of the Pledgee or any other Secured Creditor to exercise any such right, power
or remedy shall operate as a waiver thereof. Unless otherwise required by the
respective Secured Debt Agreements, no notice to or demand on any Pledgor in
any case shall entitle such Pledgor to any other or further notice or demand in
similar other circumstances or constitute a waiver of any of the rights of the
Pledgee or any other Secured Creditor to any other or further action in any
circumstances without demand or notice. By accepting the benefits of this
Agreement and each other Security Document, the Secured Creditors expressly
acknowledge and agree that this Agreement and each other Security Document may
be enforced only by the action of the Pledgee, acting upon the instructions of
the Required Secured Creditors, and that no other Secured Creditor shall have
any right individually to seek to enforce or to enforce this Agreement or any
other Security Document or to realize upon the security to be granted hereby or
thereby.


 


9.             APPLICATION OF PROCEEDS.


 


(a)           All monies collected by the Pledgee upon any
sale, collection or other disposition of the Collateral pursuant to the terms
of this Agreement, together with all other monies received by the Pledgee
hereunder, shall be applied to the payment of the Obligations in the manner
(and to the extent and subject to the limitations) provided in Section 9.4 of
the Security Agreement.


 


(b)           It is understood and agreed that each Pledgor
shall remain liable for its Obligations to the extent of any deficiency between
the amount of proceeds of the Collateral hereunder and the aggregate amount of
the Obligations for such Pledgor.


 


10.           PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee
hereunder (whether by virtue of the power of sale herein granted, pursuant to
judicial process or otherwise), the receipt of the Pledgee or the officer
making such sale of the purchase money paid as consideration pursuant to such
sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold, and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the
Pledgee or such officer or be answerable in any way for the misapplication or nonapplication
thereof.


 


11.           INDEMNITY. Each Pledgor
jointly and severally agrees (i) to indemnify and hold harmless the Pledgee,
each other Secured Creditor that is an indemnitor under Section 6 of Annex N to
the Security Agreement and their respective successors, assigns, employees,
agents and servants (individually an “Indemnitee”, and collectively, the “Indemnitees”)
from and against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of whatsoever kind or nature, and (ii) to
reimburse each Indemnitee for all reasonable 


 


20





















 


costs and expenses, including reasonable attorneys’ fees, in each case
arising out of or resulting from this Agreement or the exercise by any
Indemnitee of any right or remedy granted to it hereunder or under any other
Secured Debt Agreement (but excluding any claims, demands, losses, judgments
and liabilities (including liabilities for penalties) or expenses of whatsoever
kind or nature to the extent incurred or arising by reason of gross negligence
or willful misconduct of such Indemnitee (as determined by a court of competent
jurisdiction in a final and non-appealable decision)). In no event shall any
Indemnitee hereunder be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies or other property actually received
by it in accordance with the terms hereof. If and to the extent that the
obligations of any Pledgor under this Section 11 are unenforceable for any
reason, each Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law. The indemnity obligations of each Pledgor contained in this
Section 11 shall continue in full force and effect notwithstanding the full
payment of all Obligations under the Bank Credit Agreement, the full repayment
of all of the outstanding Senior Secured Notes and Additional Senior Secured
Notes, the termination of all Hedge Agreements and Letters of Credit, and the
payment of all other Obligations and notwithstanding the discharge thereof.


 


12.           FURTHER ASSURANCES; POWER OF ATTORNEY.


 


(a)           Each
Pledgor agrees that it will join with the Pledgee in executing and, at such
Pledgor’s own expense, file and refile under the Uniform Commercial Code such
financing statements, continuation statements and other documents in such
offices as the Pledgee (acting on its own or on the instructions of the
Required Secured Creditors) may reasonably deem necessary or appropriate and
wherever required or permitted by law in order to perfect and preserve the
Pledgee’s security interest in the Collateral hereunder and hereby authorizes the
Pledgee to file financing statements and amendments thereto relative to all or
any part of the Collateral (including, without limitation, (x) financing
statements which list the Collateral specifically and/or “all assets” as
collateral and (y) “in lieu of” financing statements) without the signature of
such Pledgor where permitted by law, and agrees to do such further acts and
things and to execute and deliver to the Pledgee such additional conveyances,
assignments, agreements and instruments as the Pledgee may reasonably require
or deem advisable to carry into effect the purposes of this Agreement or to
further assure and confirm unto the Pledgee its rights, powers and remedies
hereunder or thereunder.


 


(b)           Each
Pledgor hereby appoints the Pledgee such Pledgor’s attorney-in-fact, with full
authority in the place and stead of such Pledgor and in the name of such
Pledgor or otherwise, from time to time after the occurrence and during the
continuance of an Event of Default, in the Pledgee’s discretion to take any
action and to execute any instrument which the Pledgee may reasonably deem
necessary or advisable to accomplish the purposes of this Agreement. NONE OF
PLEDGEE, SECURED CREDITORS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY PLEDGOR FOR
ANY ACT OR FAILURE TO ACT UNDER ANY SUCH POWER OF ATTORNEY OR OTHERWISE, EXCEPT
IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT 


 


21





















 


JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY,
INDIRECT OR CONSEQUENTIAL DAMAGES.


 


13.           THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement
all items of the Collateral at any time received under this Agreement. It is
expressly understood and agreed by each Secured Creditor that by accepting the
benefits of this Agreement each such Secured Creditor acknowledges and agrees
(i) that the obligations of the Pledgee as holder of the Collateral and
interests therein and with respect to the disposition thereof, and otherwise
under this Agreement, are only those expressly set forth in this Agreement and
in Annex N to the Security Agreement and (ii) to the other provisions of Annex
N to the Security Agreement. The Pledgee shall act hereunder on the terms and
conditions set forth herein and in Annex N to the Security Agreement.


 


14.           TRANSFER BY THE PLEDGORS. No Pledgor will sell or otherwise dispose of, grant any
option with respect to, or mortgage, pledge or otherwise encumber any of the
Collateral or any interest therein (except in accordance with the terms of this
Agreement and the other Secured Debt Agreements).


 


15.           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.


 


(a)           Each Pledgor represents, warrants and
covenants that:


 


(i)            it is the legal, beneficial and record owner
of and has good and marketable title to, all Collateral consisting of one or
more Securities, Partnership Interests and Limited Liability Company Interests
and that it has sufficient interest in all Collateral in which a security
interest is purported to be created hereunder for such security interest to
attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security
interest, charge, option, Adverse Claim or other encumbrance whatsoever, except
the liens and security interests created by this Agreement (or any other US
Pledge Agreement that encumbers any such Collateral) or permitted under the
respective Secured Debt Agreements);


 


(ii)           it has full power, authority and legal right
to pledge all the Collateral pledged by it pursuant to this Agreement;


 


(iii)          this Agreement has been duly authorized,
executed and delivered by such Pledgor and constitutes a legal, valid and
binding obligation of such Pledgor enforceable against such Pledgor in
accordance with its terms, except to the extent that the enforceability hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors’ rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law);


 


(iv)          except to the extent already obtained or
made, no consent of any other party (including, without limitation, any
stockholder, member, partner or creditor of such Pledgor or any of its
Subsidiaries) and no consent, license, permit, approval or authorization of,
exemption by, notice or report to, or registration, filing or declaration with,
any governmental authority is required to be obtained by such Pledgor in 


 


22





















 


connection
with (a) the execution, delivery or performance of this Agreement, (b) the
validity or enforceability of this Agreement (except as set forth in clause
(iii) above), (c) the perfection or enforceability of the Pledgee’s security
interest in the Collateral or (d) except for compliance with or as may be
required by applicable securities laws, the exercise by such Pledgee of any of
its rights or remedies provided herein;


 


(v)           the execution, delivery and performance of
this Agreement will not violate any provision of any applicable law or
regulation or of any order, judgment, writ, award or decree of any court,
arbitrator or governmental authority, domestic or foreign, applicable to such
Pledgor, or of the certificate or articles of incorporation, certificate of
formation, operating agreement, limited liability company agreement,
partnership agreement or by-laws of such Pledgor or of any securities issued by
such Pledgor or any of its Subsidiaries, or of any mortgage, deed of trust,
indenture, lease, loan agreement, credit agreement or other contract, agreement
or instrument or undertaking to which such Pledgor or any of its Subsidiaries
is a party or which purports to be binding upon such Pledgor or any of its
Subsidiaries or upon any of their respective assets and will not result in the
creation or imposition of (or the obligation to create or impose) any lien or
encumbrance on any of the assets of such Pledgor or any of its Subsidiaries
except as contemplated by the Secured Debt Agreements;


 


(vi)          all of the Collateral (consisting of
Securities, Limited Liability Company Interests or Partnership Interests) has
been duly and validly issued, is fully paid and non-assessable and is subject
to no options to purchase or similar rights;


 


(vii)         each of the Pledged Notes constitutes, or
when executed by the obligor thereof will constitute, the legal, valid and
binding obligation of such obligor, enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law);


 


(viii)        the pledge, collateral assignment and
delivery to the Pledgee of the Collateral consisting of Certificated Securities
and Pledged Notes pursuant to this Agreement creates a valid and perfected
first priority security interest in such Certificated Securities and Pledged
Notes, and the proceeds thereof, subject to no prior Lien or encumbrance or to
any agreement purporting to grant to any third party a Lien or encumbrance on
the property or assets of such Pledgor which would include such Certificated
Securities and Pledged Notes (other than Permitted Liens) and the Pledgee is
entitled to all the rights, priorities and benefits afforded by the UCC or
other relevant law as enacted in any relevant jurisdiction to perfect security
interests in respect of such Collateral; and


 


(ix)           as of the date hereof “control” (as defined
in Section 8-106 of the UCC) has been obtained by the Pledgee over all
Collateral consisting of Securities (including Notes which are Securities) with
respect to which such “control” may be obtained pursuant to Section 8-106 of
the UCC.


 


23





















 


(b)           Each Pledgor covenants and agrees that it
will defend the Pledgee’s right, title and security interest in and to the
Securities and the proceeds thereof against the claims and demands of all
persons whomsoever, and each Pledgor covenants and agrees that it will have
like title to and right to pledge any other property at any time hereafter
pledged to the Pledgee as Collateral hereunder and will likewise defend the
right thereto and security interest therein of the Pledgee and the other
Secured Creditors.


 


(c)           Each Pledgor covenants and agrees that it
will take no action which would violate any of the terms of any Secured Debt
Agreement.


 


16.           LEGAL NAMES, TYPE OF ORGANIZATION (AND WHETHER A
REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF
ORGANIZATION, LOCATION, ORGANIZATIONAL IDENTIFICATION NUMBERS, CHANGES THERETO,
ETC. The exact legal name of each Pledgor,
the type of organization of such Pledgor, whether or not such Pledgor is a
Registered Organization, the jurisdiction of organization of such Pledgor, such
Pledgor’s Location, the organizational identification number (if any) of such
Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed
on Annex A hereto for such Pledgor. No Pledgor shall change its legal name, its
type of organization, its status as a Registered Organization (in the case of a
Registered Organization), its status as a Transmitting Utility or as a Person
which is not a Transmitting Utility, as the case may be, its jurisdiction of
organization, its Location, or its organizational identification number (if
any) from that used in Annex A hereto for such Pledgor, except that any such
changes shall be permitted (so long as not in violation of the applicable
requirements of the Secured Debt Agreements and so long as same do not involve
(x) a Registered Organization ceasing to constitute same or (y) such Pledgor
changing its jurisdiction of organization or Location from the United States of
America or a State thereof to a jurisdiction of organization or Location, as
the case may be, outside the United States of America or a State thereof) if (i)
it shall have given to the Pledgee not less than 30 days’ prior written notice
of each change to the information listed on Annex A hereto for such Pledgor (as
adjusted for any subsequent changes thereto previously made in accordance with
this sentence), together with a supplement to such Annex A which shall correct
all information contained therein for such Pledgor, and (ii) in connection with
the respective such change or changes, it shall have taken all action
reasonably requested by the Pledgee to maintain the security interests of the
Pledgee in the Collateral intended to be granted hereby at all times fully
perfected and in full force and effect. In addition, to the extent that any
Pledgor does not have an organizational identification number on the date
hereof and later obtains one, such Pledgor shall promptly thereafter notify
Pledgee of such organizational identification number and shall take all actions
reasonably satisfactory to the Pledgee to the extent necessary to maintain the
security interest of the Pledgee in the Collateral intended to be granted
hereby fully perfected and in full force and effect.


 


17.           PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement
shall be absolute and unconditional and shall remain in full force and effect
without regard to, and shall not be released, suspended, discharged, terminated
or otherwise affected by, any circumstance or occurrence whatsoever (other than
termination of this Agreement pursuant to Section 19 hereof), including,
without limitation:


 


24





















 


(i)            any renewal, extension, amendment or
modification of, or addition or supplement to or deletion from any Secured Debt
Agreement (other than this Agreement in accordance with its terms), or any
other instrument or agreement referred to therein, or any assignment or
transfer of any thereof;


 


(ii)           any waiver, consent, extension, indulgence or
other action or inaction under or in respect of any such agreement or
instrument or this Agreement (other than a waiver, consent or extension with
respect to this Agreement in accordance with its terms);


 


(iii)          any furnishing of any additional security to
the Pledgee or its assignee or any acceptance thereof or any release of any
security by the Pledgee or its assignee;


 


(iv)          any limitation on any party’s liability or
obligations under any such instrument or agreement or any invalidity or
unenforceability, in whole or in part, of any such instrument or agreement or
any term thereof; or


 


(v)           any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to any Pledgor or any Subsidiary of any Pledgor, or any action taken
with respect to this Agreement by any trustee or receiver, or by any court, in
any such proceeding, whether or not such Pledgor shall have notice or knowledge
of any of the foregoing.


 


18.           REGISTRATION, ETC.


 


(a)           If an Event of Default shall have occurred
and be continuing and any Pledgor shall have received from the Pledgee a
written request or requests that such Pledgor cause any registration,
qualification or compliance under any Federal or state securities law or laws
to be effected with respect to all or any part of the Collateral consisting of
Securities, Limited Liability Company Interests or Partnership Interests, such
Pledgor as soon as practicable and at its expense will use its best efforts to
cause such registration to be effected (and be kept effective) and will use its
best efforts to cause such qualification and compliance to be effected (and be
kept effective) as may be so requested and as would permit or facilitate the
sale and distribution of such Collateral consisting of Securities, Limited
Liability Company Interests or Partnership Interests, including, without
limitation, registration under the Securities Act of 1933, as then in effect
(or any similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate compliance
with any other governmental requirements; provided, that the Pledgee
shall furnish to such Pledgor such information regarding the Pledgee as such
Pledgor may request in writing and as shall be required in connection with any
such registration, qualification or compliance. Each Pledgor will cause the
Pledgee to be kept reasonably advised in writing as to the progress of each
such registration, qualification or compliance and as to the completion
thereof, will furnish to the Pledgee such number of prospectuses, offering
circulars and other documents incident thereto as the Pledgee from time to time
may reasonably request, and will indemnify, to the extent permitted by law, the
Pledgee and all other Secured Creditors participating in the distribution of such Collateral consisting of Securities, 


 


25





















 


Limited
Liability Company Interests or Partnership Interests against all claims, losses, damages
and liabilities caused by any untrue statement (or alleged untrue statement) of
a material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or to any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing to
such Pledgor by the Pledgee expressly for use therein.


 


(b)           If at any time when the Pledgee shall
determine to exercise its right to sell all or any part of the Collateral
consisting of Securities, Limited Liability Company Interests or Partnership
Interests pursuant to Section 7 hereof, and such Collateral or the part thereof
to be sold shall not, for any reason whatsoever, be effectively registered
under the Securities Act of 1933, as then in effect, the Pledgee may, in its
sole and absolute discretion, sell such Collateral or part thereof by private
sale in such manner and under such circumstances as the Pledgee may deem
necessary or advisable in order that such sale may legally be effected without
such registration. Without limiting the generality of the foregoing, in any
such event the Pledgee, in its sole and absolute discretion: (i) may proceed to
make such private sale notwithstanding that a registration statement for the
purpose of registering such Collateral or part thereof shall have been filed
under such Securities Act; (ii) may approach and negotiate with a single
possible purchaser to effect such sale; and (iii) may restrict such sale to a
purchaser who will represent and agree that such purchaser is purchasing for
its own account, for investment, and not with a view to the distribution or
sale of such Collateral or part thereof. In the event of any such sale, the
Pledgee shall incur no responsibility or liability for selling all or any part
of the Collateral at a price which the Pledgee, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might be
realized if the sale were deferred until the registration as aforesaid.


 


19.           TERMINATION; RELEASE.


 


(a)           After the Termination Date, this Agreement
and the security interest created hereby shall terminate (provided that all
indemnities set forth herein including, without limitation, in Section 11
hereof and in Section 6 of Annex N to the Security Agreement shall survive any
such termination) and the Pledgee, at the request and expense of the respective
Pledgor, will execute and deliver to such Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement
(including, without limitation, UCC termination statements and instruments of
satisfaction, discharge and/or reconveyance), and will duly assign, transfer
and deliver to such Pledgor (without recourse and without any representation or
warranty) such of the Collateral as may be in the possession of the Pledgee and
as has not theretofore been sold or otherwise applied or released pursuant to
this Agreement, together with any monies at the time held by the Pledgee or any
of its sub-agents hereunder and, with respect to any Collateral consisting of
an Uncertificated Security (other than an Uncertificated Security credited on
the books of a Clearing Corporation or a Securities Intermediary), a
Partnership Interest or a Limited Liability Company Interest, a termination of
the 


 


26





















 


agreement relating thereto
executed and delivered by the issuer of such Uncertificated Security pursuant
to Section 3.2(a)(ii) hereof or by the respective partnership or limited
liability company pursuant to Section 3.2(a)(iv) hereof; provided,
however, at such time as (x) all Bank Credit Document Obligations have been
paid in full in cash in accordance with the terms thereof and all Commitments
and Letters of Credit under the Bank Credit Agreement have been terminated or
(y) each of the Bank Lender Creditors and the Other Creditors have released
their Liens on all of the Collateral then, in either case, this Agreement and
the security interests created hereby shall terminate (provided that all
indemnities set forth herein (including, without limitation, in Section 11
hereof) and in Section 6 of Annex N to the Security Agreement shall survive
such termination) unless, in the case of preceding clause (x), any Event of
Default under either the Note Credit Agreement or the Senior Secured Note Indenture
exists as of the date on which the Bank Credit Document Obligations are repaid
in full and terminated as described in such clause (x), in which case the
security interests created under this Agreement in favor of the Note Lender
Creditors and the Second Lien Creditors will not be released except to the
extent the Collateral or any portion thereof was disposed of in order to repay
the First Lien Obligations (although the security interests created in favor of
the Note Lender Creditors and the Second Lien Creditors will be released when
such Event of Default and all other Events of Default under the Note Credit
Agreement and the Senior Secured Note Indenture cease to exist).


 


(b)           In the event that any part of the Collateral
is sold or otherwise disposed of (to a Person other than a Credit Party) in
connection with a sale or disposition permitted by the respective Secured Debt
Agreements or is otherwise released at the direction of the Required Secured
Creditors, and the proceeds of such sale or disposition (or from such release)
are applied in accordance with the terms of the respective Secured Debt
Agreement, as the case may be, to the extent required to be so applied, the
Pledgee, at the request and expense of such Pledgor, will duly assign, transfer
and deliver to such Pledgor (without recourse and without any representation or
warranty) such of the Collateral as is then being (or has been) so sold or
released and as may be in possession of the Pledgee and has not theretofore
been released pursuant to this Agreement and, to the extent requested by such
Pledgor, deliver, at such Pledgor’s expense, appropriate UCC termination
statements and instruments of satisfaction, discharge and or reconveyance, as
the case may be.


 


(c)           At any time that any Pledgor desires that
Collateral be released as provided in the foregoing Section 19(a) or (b)
hereof, such Pledgor shall deliver to the Pledgee a certificate signed by a
principal executive officer of such Pledgor stating that the release of the
respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. If
reasonably requested by the Pledgee (although the Pledgee shall have no
obligation to make any such request), the relevant Pledgor shall furnish
appropriate legal opinions (from counsel reasonably acceptable to the Pledgee)
to the effect set forth in the immediately preceding sentence.


 


(d)           The Pledgee shall have no liability whatsoever
to any Secured Creditor as the result of any release of Collateral by it as
permitted (or which the Pledgee in the absence of gross negligence or willful
misconduct (as determined by a court of competent 


 


27





















 


jurisdiction in a final and
non-appealable decision) believes to be permitted) by this Section 19.


 


(e)           Without limiting the foregoing provisions of
this Section 19, to the extent applicable following the qualification of the
Senior Secured Note Indenture under the Trust Indenture Act (but only insofar
as this Agreement applies to the Second Lien Creditors), (i) the Pledgors shall
comply with Section 314(d) of the Trust Indenture Act in connection with the
release of property or Liens hereunder and (ii) the parties hereto agree that
if any amendments to this Agreement or any other Security Document are required
in order to comply with the provisions of the Trust Indenture Act, such parties
shall cooperate and act in good faith to effect such amendments as promptly as
practicable.


 


(f)            Without limiting the foregoing provisions of
this Section 19, to the extent applicable following the qualification of the
Note Credit Agreement under the Trust Indenture Act (but only insofar as this
Agreement applies to the Note Lender Creditors), (i) the Pledgors shall comply
with Section 314(d) of the Trust Indenture Act in connection with the release
of property or Liens hereunder and (ii) the parties hereto agree that if any
amendments to this Agreement or any other Security Document are required in
order to comply with the provisions of the Trust Indenture Act, such parties
shall cooperate and act in good faith to effect such amendments as promptly as
practicable.


 


20.           NOTICES, ETC. All
notices and communications hereunder shall be in writing and sent or delivered
by mail, telegraph, telecopy, cable or overnight courier service and all such
notices and communications shall, when mailed, telegraphed, telecopied, or
cabled or sent by overnight courier, be effective when delivered to the Person
to whom such notice or communication is addressed, except that notices and
communications to the Pledgee or any Pledgor shall not be effective until
received by the Pledgee or such Pledgor, as the case may be. All such notices
and other communications shall be addressed as follows:


 


(a)           if to any Pledgor, at:


 


1600
Smith Street, 24th Floor


Houston,
TX 77002


Attention:              Vice-President and General Counsel


Telephone
No.: (832) 366-2316


Telecopier
No.: (832) 366-2586


 


(b)           if to the Pledgee, at:


 


General
Electric Capital Corporation


335
Madison Avenue


New
York, New York 10017


ATTN:
RPP Account Officer


Fax:  (212) 370-8767


 


28





















 


with
a copy to:


 


General
Electric Capital Corporation


201
Merritt 7


Norwalk,
Connecticut 06851


ATTN:
Corporate Counsel


Global
Sponsor Finance


Fax:
(203) 956-4216


 


(c)           if to any Bank Lender Creditor
(other than the Pledgee), at such address as such Bank Lender Creditor shall
have specified in the Bank Credit Agreement;


 


(d)           if to any Other Creditor, at
such address as such Other Creditor shall have specified in writing to Holdings
and the Pledgee;


 


(e)           if to the Senior Secured Notes
Trustee or any other Second Lien Creditor, at:


 


Deutsche
Bank Trust Company Americas


Corporate
Trust and Agency Services


280
Park Avenue


New
York, New York 10017


Attention:              Dorothy Robinson


Telephone
No.: (212) 454-4274


Telecopier
No.: (212) 454-2223


 


(f)            if to
the Additional Senior Secured Notes Trustee or any other Note Lender Creditor,
at:


 


The
Bank of New York


101
Barclay Street – 8W


New
York, NY 18026


Attention:
Corporate Trust Division


Telephone
No.: (212) 815-4799


Telecopier
No.: (212) 815-5707


 


or
at such address as shall have been furnished in writing by any Person described
above to the party required to give notice hereunder.


 


21.           PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.


 


(a)           Nothing herein shall be construed to make the
Pledgee or any other Secured Creditor liable as a member of any limited
liability company or partnership and neither the Pledgee nor any other Secured
Creditor by virtue of this Agreement or otherwise (except as referred to in the
following sentence) shall have any of the duties, obligations or liabilities of
a member of any limited liability company or partnership. The 


 


29





















 


parties hereto expressly
agree that, unless the Pledgee shall become the absolute owner of Collateral
consisting of a Limited Liability Company Interest or Partnership Interest
pursuant hereto, this Agreement shall not be construed as creating a
partnership or joint venture among the Pledgee, any other Secured Creditor
and/or any Pledgor.


 


(b)           Except as provided in the last sentence of
paragraph (a) of this Section 21, the Pledgee, by accepting this Agreement, did
not intend to become a member of any limited liability company or partnership
or otherwise be deemed to be a co-venturer with respect to any Pledgor or any
limited liability company or partnership either before or after an Event of
Default shall have occurred. The Pledgee shall have only those powers set forth
herein and the Secured Creditors shall assume none of the duties, obligations
or liabilities of a member of any limited liability company or partnership or
any Pledgor except as provided in the last sentence of paragraph (a) of this
Section 21.


 


(c)           The Pledgee and the other Secured Creditors
shall not be obligated to perform or discharge any obligation of any Pledgor as
a result of the pledge hereby effected.


 


(d)           The acceptance by the Pledgee of this
Agreement, with all the rights, powers, privileges and authority so created,
shall not at any time or in any event obligate the Pledgee or any other Secured
Creditor to appear in or defend any action or proceeding relating to the
Collateral to which it is not a party, or to take any action hereunder or
thereunder, or to expend any money or incur any expenses or perform or
discharge any obligation, duty or liability under the Collateral.


 


22.           WAIVER; AMENDMENT. Except as
contemplated in Section 25 hereof, none of the terms and conditions of this
Agreement may be amended, changed, waived, discharged or terminated in any
manner whatsoever except in accordance with the terms of the Security
Agreement.


 


23.           MISCELLANEOUS. This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect, subject to release and/or
termination as set forth in Section 19 hereof, (ii) be binding upon each
Pledgor, its successors and assigns; provided, however, that no Pledgor
shall assign any of its rights or obligations hereunder (A) to any Netherlands
Credit Party (as defined in the Bank Credit Agreement) or (B) without the prior
written consent of the Pledgee and otherwise in accordance with the terms of
the respective Secured Debt Agreements, and (iii) inure, together with the
rights and remedies of the Pledgee hereunder, to the benefit of the Pledgee,
the other Secured Creditors and their respective successors, transferees and
assigns. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK. The headings of the several
sections and subsections in this Agreement are for purposes of reference only
and shall not limit or define the meaning hereof. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument. In the event that any
provision of this Agreement shall prove to be invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this
Agreement which shall remain binding 


 


30





















 


on all parties hereto. Pledgee may execute any of its duties hereunder by
or through agents or employees and shall be entitled to advice of counsel
concerning all matters pertaining to its duties hereunder. Neither Pledgee, nor
any of its respective officers, directors, employees, agents or counsel shall
be liable for any action lawfully taken or omitted to be taken by it or them hereunder
or in connection herewith, except for its or their own gross negligence or
willful misconduct as finally determined by a court of competent jurisdiction.


 


24.           WAIVER OF JURY TRIAL. Each
Pledgor hereby irrevocably waives all right to a trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement or the
transactions contemplated hereby.


 


25.           ADDITIONAL PLEDGORS. It is
understood and agreed that any Subsidiary of Holdings that is required to
execute a counterpart of this Agreement after the date hereof pursuant to the
requirements of the respective Secured Debt Agreements shall automatically
become a Pledgor hereunder by executing a counterpart hereof and delivering the
same to the Pledgee.


 


26.           RECOURSE. This Agreement
is made with full recourse to the Pledgors and pursuant to and upon all the
representations, warranties, covenants and agreements on the part of the
Pledgors contained herein and in the other Secured Debt Agreements and
otherwise in writing in connection herewith or therewith.


 


27.           LIMITED OBLIGATIONS.


 


(a)           It is the desire and intent of each Pledgor
and the Secured Creditors that this Agreement shall be enforced against each
Pledgor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Notwithstanding
anything to the contrary contained herein, in furtherance of the foregoing, it
is noted that the obligations of each Pledgor that is a Subsidiary of RPP USA
and which has executed a guaranty of the Obligations pursuant to a Secured Debt
Agreement, the obligations of such Subsidiary thereunder may have been limited
as provided therein.


 


(b)           To the extent not otherwise provided in a
guaranty given by a Pledgor in respect of the Second Lien Obligations, each
Pledgor, other than Holdings, RPP USA, US Finance Corp. and any other
Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively,
the “second lien pledgors”), the Senior Secured Notes Trustee and each other Second
Lien Creditor hereby confirm that it is the intention of all such Persons that
the grant of the security interest hereunder by the second lien pledgors with
respect to the Second Lien Obligations and the Second Lien Obligations of each
such second lien pledgor hereunder not constitute a fraudulent transfer or
conveyance for purposes of any bankruptcy law (as hereinafter defined), the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar foreign, federal or state law to the extent applicable to this
Agreement and the Second Lien Obligations of the second lien pledgors
hereunder. To effectuate the foregoing intention, the Senior Secured Notes
Trustee, the other Second Lien Creditors and the second lien pledgors 


 


31





















 


hereby irrevocably agree
that the Second Lien Obligations of the second lien pledgors hereunder at any
time shall be limited to the maximum amount (after taking into account any
guaranty of the First Lien Obligations by the second lien pledgors) as will
result in the Second Lien Obligations of the second lien pledgors hereunder not
constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy
law” means any proceeding of the type referred to in Section 6.1(vi) or (vii)
of the Senior Secured Note Indenture or Title 11, US. Code, or any similar
foreign, federal or state law for the relief of debtors.


 


(c)           To the extent not otherwise provided in a
guaranty given by a Pledgor in respect of the First Lien Obligations in favor
of the Note Lender Creditors only, each Pledgor, other than Holdings, RPP USA,
US Finance Corp. and any other Subsidiary of Holdings that is not also a
Subsidiary of RPP USA (collectively, the “note lien pledgors”), the Additional
Senior Secured Notes Trustee and each other Note Lender Creditor hereby confirm
that it is the intention of all such Persons that the grant of the security
interest hereunder by the note lien pledgors with respect to such First Lien
Obligations only and such First Lien Obligations of each such note lien pledgor
hereunder does not constitute a fraudulent transfer or conveyance for purposes
of any bankruptcy law (as hereinafter defined), the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Agreement and such First
Lien Obligations only of the note lien pledgors hereunder. To effectuate the
foregoing intention, the Additional Senior Secured Notes Trustee, the other
Note Lender Creditors and the note lien pledgors hereby irrevocably agree that
the First Lien Obligations of the note lien pledgors hereunder in favor of the
Note Lender Creditors only, at any time shall be limited to the maximum amount
(after taking into account any guaranty of the other First Lien Obligations by
the note lien pledgors) as will result in such First Lien Obligations of the
note lien pledgors hereunder in favor of the Note Lender Creditors only, not
constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy
law” means any proceeding of the type referred to in Section 6.1(vi) or (vii)
of the Note Credit Agreement or title 11, U.S. Code, or any similar foreign,
federal or state law for the relief of debtors.


 


* * * *


 


32





















 


IN
WITNESS WHEREOF, each Pledgor, the Pledgee and the Senior Secured Notes Trustee
have caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.


 


	
   

  	
  RESOLUTION
  PERFORMANCE PRODUCTS

  
	
   

  	
  INC., as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Bausch

  	
   

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RESOLUTION
  PERFORMANCE PRODUCTS

  
	
   

  	
  LLC,
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Bausch

  	
   

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RPP
  CAPITAL CORPORATION,

  
	
   

  	
  as
  a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Bausch

  	
   

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


[Signature Page to Second Amended and Restated US Pledge Agreement]


 


33





















 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION, as Collateral Agent and

  Pledgee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Kimberly A. Massa

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


The undersigned as “Required Secured Creditors”

hereby consent to the foregoing amendment and

restatement of the Original Pledge Agreement


 


	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Kimberly A. Massa

  	
   

  
	
   

  
	
  Its Duly
  Authorized Signatory

  



 


[Signature Page to Second Amended and Restated US
Pledge Agreement]


 


34





















 


ANNEX
G


 


AGREEMENT REGARDING UNCERTIFICATED SECURITIES LIMITED LIABILITY


 


COMPANY INTERESTS AND PARTNERSHIP INTERESTS


 


AGREEMENT
(as amended, modified or supplemented from time to time, this “Agreement”),
dated as of              ,       , among each of the undersigned pledgors
(each a “Pledgor” and, collectively, the “Pledgors”),                 , not in its individual capacity but
solely as Collateral Agent (the “Pledgee”), and             , as the issuer of the
Uncertificated Securities, Limited Liability Company Interests and/or
Partnership Interests (each as defined below) (the “Issuer”).


 


W I T N E S S E T H :


 


WHEREAS,
each Pledgor and the Pledgee are entering into a US Pledge Agreement, dated as
of November 14, 2000, as amended and restated as of April 9, 2003, as further amended
as of December 22, 2003, and as further amended and restated as of the Second
Restatement Effective Date (as so amended and restated and as the same may be
further amended, restated, modified and/or supplemented from time to time, the “Pledge
Agreement”), under which, among other things, in order to secure the payment of
the Obligations (as defined in the Pledge Agreement), each Pledgor will pledge
to the Pledgee for the benefit of the Secured Creditors (as defined in the
Pledge Agreement), and grant a security interest in favor of the Pledgee for
the benefit of the Secured Creditors in, all of the right, title and interest
of such Pledgor in and to any and all (1) “uncertificated securities” (as
defined in Section 8-102(a)(18) of the Uniform Commercial Code, as adopted in
the State of New York) (“Uncertificated Securities”), (2) Partnership Interests
(as defined in the Pledge Agreement) and (3) Limited Liability Company
Interests (as defined in the Pledge Agreement), in each case issued from time
to time by the Issuer, whether now existing or hereafter from time to time
acquired by such Pledgor (with all of such Uncertificated Securities,
Partnership Interests and Limited Liability Company Interests being herein
collectively called the “Issuer Pledged Interests”); and


 


WHEREAS,
each Pledgor desires the Issuer to enter into this Agreement in order to
perfect the security interest of the Pledgee under the Pledge Agreement in the
Issuer Pledged Interests, to vest in the Pledgee control of the Issuer Pledge
Interests and to provide for the rights of the parties under this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:


 


1.             Each Pledgor hereby irrevocably authorizes
and directs the Issuer, and the Issuer hereby agrees, to comply with any and
all instructions and orders originated by the Pledgee (and its successors and
assigns) regarding any and all of the Issuer Pledged Interests without the
further consent by the registered owner (including the respective Pledgor), and
not to comply with any instructions or orders regarding any or all of the
Issuer Pledged Interests originated by any person or entity other than the
Pledgee (and its successors and assigns) or a court of competent jurisdiction.


 


35





















 


2.             The Issuer hereby certifies that (i) no
notice of any security interest, lien or other encumbrance or claim affecting
the Issuer Pledged Interests (other than the security interest of the Pledgee)
has been received by it, and (ii) the security interest of the Pledgee in the
Issuer Pledged Interests has been registered in the books and records of the
Issuer.


 


3.             The Issuer hereby represents and warrants
that (i) the pledge by the Pledgors of, and the granting by the Pledgors of a
security interest in, the Issuer Pledged Interests to the Pledgee, for the
benefit of the Secured Creditors, does not violate the charter, by-laws,
partnership agreement, membership agreement or any other agreement governing
the Issuer or the Issuer Pledged Interests, and (ii) the Issuer Pledged
Interests are fully paid and nonassessable.


 


4.             All notices, statements of accounts, reports,
prospectuses, financial statements and other communications to be sent to any
Pledgor by the Issuer in respect of the Issuer will also be sent to the Pledgee
at the following address:


 


General
Electric Capital Corporation


335
Madison Avenue


New
York, New York 10017


ATTN:
RPP Account Officer


Fax:  (212) 370-8767


 


with
a copy to:


 


General
Electric Capital Corporation


201
Merritt 7


Norwalk,
Connecticut 06851


ATTN:
Corporate Counsel


Global
Sponsor Finance


Fax:
(203) 956-4216


 


5.             Until the Pledgee shall have delivered written
notice to the Issuer that all of the Obligations have been paid in full and
this Agreement is terminated, the Issuer, upon written request by the Pledgee,
will send any and all redemptions, distributions, interest or other payments in
respect of the Issuer Pledged Interests from the Issuer for the account of the
Pledgor only by wire transfers to such account as the Pledgee shall instruct.


 


6.             Except as expressly provided otherwise in
Sections 4 and 5 hereof, all notices, instructions, orders and communications
hereunder shall be sent or delivered by mail, telex, telecopy or overnight
courier service and all such notices and communications shall, when mailed,
telexed, telecopied or sent by overnight courier, be effective when deposited
in the mails or delivered to the overnight courier, prepaid and properly
addressed for delivery on such or the next Business Day, or sent by telex or
telecopier, except that notices and communications to the Pledgee shall not be
effective until received by the Pledgee. All notices and other communications
shall be in writing and addressed as follows:


 


if to any Pledgor, at:


 


36





















 


1600
Smith Street, 24th Floor


Houston,
Texas 77002


Attention:              Vice-President and General Counsel


Telephone
No.: (832) 366-2316


Telecopier
No.: (832) 366-2586


 


if
to the Pledgee, at:


 


General
Electric Capital Corporation


335
Madison Avenue


New
York, New York 10017


ATTN:
RPP Account Officer


Fax:
(212) 370-8767


 


with
a copy to:


 


General
Electric Capital Corporation


201
Merritt 7


Norwalk,
Connecticut 06851


ATTN:
Corporate Counsel


Global
Sponsor Finance


Fax:
(203) 956-4216


 


if to the Issuer, at:


 


 


Attention:               


Telephone
No.:           


Telecopier
No.:             


 


or
at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, “Business Day” means any day other than a Saturday, Sunday, or other
day in which banks in New York are authorized to remain closed.


 


7.             This Agreement shall be binding upon the
successors and assigns of each Pledgor and the Issuer and shall inure to the
benefit of and be enforceable by the Pledgee and its successors and assigns.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which shall constitute one instrument. In the
event that any provision of this Agreement shall prove to be invalid or
unenforceable, such provision shall be deemed to be severable from the other
provisions of this Agreement which shall remain binding on all parties hereto.
None of the terms and conditions of this Agreement may be changed, waived,
modified 


 


37





















 


or
varied in any manner whatsoever except in writing signed by the Pledgee, the
Issuer and any Pledgor which at such time owns any Issuer Pledged Interests.


 


8.             This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its principles of conflict of laws.


 


*              *              *              *


 


38





















 


IN
WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.


 


PLEDGOR


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
   

  	
  PLEDGEE

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION, as Collateral Agent and

  Pledgee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Its Duly Authorized Signatory

  



 


 


ISSUER


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


39