exv10w5





Exhibit 10.5



EXECUTION COPY




SECOND AMENDMENT

TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT




     THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”) is
dated as of July 24, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation
(the “U.S. Borrower”), ARIZONA CHEMICAL AB, a limited liability company organized under the laws of
Sweden (“European Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent
(“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of
Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference
to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended
through the date hereof, the “Credit Agreement”; as it may be further amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms) by and among the
Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of
Sweden, the subsidiaries of Holdings named therein, the Lenders, the Administrative Agent, the
Collateral Agent and the other Agents named therein. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit Agreement after giving
effect to this Second Amendment.



RECITALS




     WHEREAS, Sponsor has notified Administrative Agent that it desires to amend the Credit
Agreement to permit it to purchase from time to time U.S. Term Loans, European Term Loans and/or
New Term Loans from Lenders as contemplated herein (each, a “First Lien Sponsor Purchase”, and
collectively, the “First Lien Sponsor Purchases”); and



     WHEREAS, subject to certain conditions,
Requisite Lenders are willing to agree to such amendments relating to the Credit Agreement.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION I. AMENDMENTS TO CREDIT AGREEMENT





	1.1	 	Amendments to Section 1: Definitions.





     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions
in proper alphabetical sequence:




     “Contributions” means collectively, the Holdings Contributions and the Sponsor Contributions.




     “Dutch Auction” means each purchase by a Sponsor Affiliated Lender of Term Loans (each, a
“Purchase”), subject to the following limitations:



 









 






     (i) such Sponsor Affiliated Lender will notify the Administrative Agent (each, a “Purchase
Notice”) (and the Administrative Agent will deliver such Purchase Notice to the Lenders) that such
Sponsor Affiliated Lender wishes to make an offer to Purchase Term Loans extended to one or more of
the Borrowers in an aggregate amount for each such Class of Term Loans as is specified by such
Sponsor Affiliated Lender (each, a “Purchase Amount”), subject to a range or maximum price to par
for each such Class of Term Loans, as is specified by such Sponsor Affiliated Lender, at which
range or price such Sponsor Affiliated Lender would consummate such Purchase (the “Offer Price”);
provided that such Purchase Notice shall specify that each Lender proposing an Acceptable Price (as
hereinafter defined) must submit such Acceptable Price within a five (5) hour time period specified
in such Purchase Notice occurring on a date specified in such Purchase Notice, which date shall in
no event be prior to the fifth (5th) Business Day from the date of such Purchase Notice;




     (ii) such Sponsor Affiliated Lender will allow each Lender holding the Class(es) of Term Loans
subject to such Purchase Notice, within the period of time specified in such Purchase Notice to
specify a price to par (the “Acceptable
Price”) for a principal amount (subject to rounding requirements specified by the
Administrative Agent) of such Class(es) of Term Loans at which such Lender is willing to permit
such Purchase to occur (but in no event will the Acceptable Price be greater than the Offer Price
for such Purchase as set forth in the applicable Purchase Notice);




     (iii) based on the Acceptable Prices and principal amounts of the Class(es) of Term Loans
subject to such Purchase as specified by Lenders, the Administrative Agent, in consultation with
such Sponsor Affiliated Lender, will determine (a) the lowest Acceptable Price at which such
Sponsor Affiliated Lender can complete such Purchase for the entire Purchase Amount for each such
Class of Term Loans (the “Maximum Purchase Price”) and (b) the Acceptable Prices specified by each
such Lender that are equal to or less than the Maximum Purchase Price for such Class of Term Loans
(such Term Loans being referred to as “Qualifying Term Loans” and such Lenders being referred to as
“Qualifying Lenders”);




     (iv) such Sponsor Affiliated Lender shall purchase the Qualifying Term Loans offered by the
Qualifying Lenders at the Acceptable Prices specified by each such Qualifying Lender; provided that
if the aggregate amount required to purchase the Qualifying Term Loans would exceed the Purchase
Amount for such Class of Term Loans, (a) such Sponsor Affiliated Lender



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shall purchase Qualifying Term Loans of such Class with respect to which the Acceptable Price is
equal to the Maximum Purchase Price for such Class ratably based on the aggregate principal amounts
of all such Qualifying Term Loans of such Class then held by each such Qualifying Lender of the
same Class and (b) such Sponsor Affiliated Lender shall purchase Qualifying Term Loans of such
Class with respect to which the Acceptable Price is less than the Maximum Purchase Price for such
Class in full;




     (v) each such Purchase, to the extent not otherwise provided herein, shall be consummated
pursuant to procedures (including as to timing, rounding and minimum amounts, Type of Loan,
Interest Periods, and other notices by such Sponsor Affiliated Lender and Lenders, and
determination of Maximum Purchase Price) mutually acceptable to the Administrative Agent and the
Borrowers;




     (vi) the Sponsor Affiliated Lender shall not be permitted to submit a Purchase Notice to the
Administrative Agent more frequently than once in any period of thirty (30) consecutive calendar
days; and




     (vii) notwithstanding anything to the contrary contained herein, at any time prior to
consummation of any Purchase, the Sponsor Affiliated Lender may, upon prior written notice to the
Administrative Agent, withdraw its offer to purchase the Term Loans that are the subject of such
Purchase without consummating the same.




     “Holdings Contribution” means the contribution by Holdings of Term Loans acquired in
connection with a Sponsor Purchase to U.S. Borrower (solely in the case of the U.S. Term Loans) and
European Borrower (solely in the case of the European Term Loans) (in each case, directly or
through Subsidiaries of Holdings) in return for additional Equity Interests of the applicable
Borrower (and any other Subsidiaries of Holdings through which the Term Loans are contributed).




     “Purchase Amount” as defined in the definition of “Dutch Auction”.




     “Purchase Notice” as defined in the definition of “Dutch Auction”.




     “Second Amendment” means that certain Second Amendment to First Lien Credit and Guaranty
Agreement dated as of July ___, 2008, among the Borrowers, Holdings, the



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Administrative Agent and the financial institutions and the Guarantors listed on the signature
pages thereto.




     “Second Amendment Effective Date” means the date of satisfaction of the conditions referred to
in Section II of the Second Amendment.




     “Second Lien Amendment” means that
certain First Amendment to Second Lien Credit Agreement (amending the Second Lien Credit
Agreement to, among other things, permit the Second Lien Sponsor Purchases and Second Lien
Contribution on terms substantially similar to the Second Amendment).




     “Second Lien Contributions” means the Second Lien Holdings Contribution and the Second Lien
Sponsor Contribution.




     “Second Lien Dutch Auction” means “Dutch Auction” (as defined in the Second Lien Credit
Agreement, as amended by the Second Lien Amendment (all capitalized terms used in this definition
having the same meanings herein as set forth in the Second Lien Credit Agreement)).




     “Second Lien Holdings Contribution” means the contribution by Holdings of the Second Lien Term
Loans acquired in connection with a Second Lien Sponsor Purchase to U.S. Borrower (directly or
through Subsidiaries of Holdings) in return for additional Equity Interests of the U.S. Borrower
(and any other Subsidiary of Holdings through which the Term Loans are contributed).




     “Second Lien Sponsor Contribution” means at any time on or after the date of a Second Lien
Sponsor Purchase, a Sponsor Affiliated Lender’s contribution of the Second Lien Term Loans acquired
in such Second Lien Sponsor Purchase to Holdings (directly or through Subsidiaries of such Sponsor
Affiliated Lender).




     “Second Lien Sponsor Purchase” means the purchase pursuant to a Second Lien Dutch Auction by a
Sponsor Affiliated Lender of the Second Lien Term Loans from lenders participating in a Second Lien
Dutch Auction in accordance with Section 10.6 of the Second Lien Credit Agreement.




     “Sponsor Affiliated Lender” means any Sponsor Fund or other entity holding capital with
respect to which any Sponsor Fund, the Sponsor or an Affiliate of Sponsor is, directly or
indirectly, an advisor or manager (or acts in a similar capacity) pursuant to any written
agreement; provided such Person (a)



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executes and delivers to the Administrative Agent (and the Administrative Agent shall execute and
deliver to such Person and the Lenders upon receipt thereof) a letter substantially in the form of
Exhibit L hereto (a “Sponsor Letter”) on (i) with respect to a Sponsor Fund, the Second Amendment
Effective Date, (ii) with respect to purchases pursuant to a Dutch Auction, on the date of delivery
of a Purchase Notice to the Administrative Agent or (iii) with respect to purchases from another
Sponsor Affiliated Lender, on date of the Sponsor Purchase, and (b) together with each other
Sponsor Affiliated Lender, holds no more than the Sponsor Purchase Cap Amount (or will hold no more
than the Sponsor Purchase Cap Amount assuming the purchase of the maximum Purchase Amount
contemplated by the Purchase Notice referred to in clause (a) of this definition).




     “Sponsor Contribution” means at any time on or after the date of a Sponsor Purchase, a Sponsor
Affiliated Lender’s contribution of the Term Loans acquired in such Sponsor Purchase to Holdings
(directly or through Subsidiaries of such Sponsor Affiliated Lender).




     “Sponsor Fund” means Rhone Partners III L.P., Rhone Offshore Partners III L.P. and Rhone
Coinvestment III L.P.




     “Sponsor Letter” as defined in the definition of “Sponsor Affiliated Lender.”




     “Sponsor Purchase” means the purchase pursuant to a Dutch Auction by a Sponsor Affiliated
Lender of U.S. Term Loans, European Term Loans and/or New Term Loans from Lenders participating in
such Dutch Auction from time to time in accordance with Section 10.6 of the Credit Agreement;
provided, that Sponsor Affiliated Lenders may make such purchases from other Sponsor Affiliated
Lenders at any time.




     “Sponsor Purchase Cap Amount” means 30% of the aggregate principal amount of the Loans and
Commitments outstanding at any time.




     “Sponsor Sale” means the sale, assignment or transfer by a Sponsor Affiliated Lender of all or
a portion of its rights and obligations under this Agreement, including, without limitation, all or
a portion of its U.S. Term Loans, European Term Loans and/or New Term Loans owing to it, in
accordance with Section 10.6.



     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the following
definitions in their entirety and replacing them with the following definitions:



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     “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund
(any two or more Related Funds being treated as a single Eligible Assignee for all purposes
hereunder), and (ii) any commercial bank, insurance company, investment or mutual fund or other
entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans; provided, that no Affiliate of Holdings or Sponsor shall be an
Eligible Assignee (other than (i) solely with respect to the U.S. Term Loans, European Term Loans
and/or New Term Loans purchased pursuant to a Dutch Auction, any Sponsor Affiliated Lender or (ii)
in connection with any purchase of the U.S. Term Loans, European Term Loans and/or New Term Loans
from an existing Sponsor Affiliated Lender).




	1.2	 	Amendment to Section 2.7(b). Section 2.7(b) of the Credit Agreement is hereby amended by
adding the following provision to the end thereof:






Information contained in the Register with respect to any entry relating to U.S. Term Loans,
European Term Loans and/or New Term Loans held by any Sponsor Affiliated Lender shall be available
for inspection by any Lender at any reasonable time and from time to time upon reasonable prior
notice to the Administrative Agent.




	1.3	 	Amendment to Section 2.24. Section 2.24 of the Credit Agreement is hereby amended by adding
the following sentence to the end of such Section:






     The provisions of this Section 2.24 shall give effect to the voting provisions in each Sponsor
Letter.




	1.4	 	New Section 2.25. Section 2 of the Credit Agreement is hereby amended by adding the following
as new Section 2.25 to the end thereof:






“2.25 Second Lien Sponsor Purchases and Second Lien Contributions. Notwithstanding any provision
in this Agreement or the other Credit Documents, subject to that certain Second Lien Amendment
becoming effective in accordance with its terms, any Sponsor Affiliated Lender (as defined in the
Second Lien Credit Agreement) may make Second Lien Sponsor Purchases in accordance with the terms
of the Second Lien Credit Agreement, as amended by the Second Lien Amendment and any Sponsor
Affiliated Lender and Holdings may make any subsequent Second Lien Contributions of such Second
Lien Sponsor Purchases, in each case in accordance with the terms of the Second Lien Credit
Agreement, as amended by the Second Lien Amendment, and the parties hereto hereby agree that any
Second Lien Contribution will



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not be a voluntary prepayment by the U.S. Borrower for any purpose under this Agreement and the
other Credit Documents.”




	1.5	 	New Section 2.26. Section 2 of the Credit Agreement is hereby amended by adding the following
as new Section 2.26 to the end thereof:






“2.26 Sponsor Purchases and Contributions. Notwithstanding any provision in this Agreement or the
other Credit Documents, (a) (i) promptly following each Sponsor Purchase by a Sponsor Affiliated
Lender, at least 35% of the principal amount of Term Loans subject to such Sponsor Purchase shall
be contributed by the applicable Sponsor Affiliated Lender (directly or through Subsidiaries of
such Sponsor Affiliated Lender) to Holdings (and further contributed by Holdings directly or
indirectly to the applicable Borrower that is the direct obligor of the Loans subject to such
Sponsor Purchases) and (ii) concurrently with such Contributions or at any time thereafter, all or
a portion of the remainder of such Term Loans subject to such Sponsor Purchase may, at the
discretion of the applicable Sponsor Affiliated Lender, be contributed by the applicable Sponsor
Affiliated Lender (directly or through Subsidiaries of such Sponsor Affiliated Lender) to Holdings
(and further contributed by Holdings directly or indirectly to the applicable Borrower that is the
direct obligor of the Loans subject to such Sponsor Purchases); provided that in each case,
promptly following such
Contributions, any Term Loans that are the subject of such Contributions shall be forgiven by the
applicable Borrower that is the direct obligor of such Term Loans, and shall be cancelled and no
longer outstanding (and may not be resold by the applicable Borrower), for all purposes of this
Agreement and all other Credit Documents, including, but not limited to (A) the making of, or the
application of, any payments to the Lenders under this Agreement or any other Credit Document, (B)
the making of any request, demand, authorization, direction, notice, consent or waiver under this
Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any
similar or related purpose, under this Agreement or any other Credit Document, (b) solely in
connection with the making of such Contributions, Holdings and its Subsidiaries (and Subsidiaries
of the applicable Sponsor Affiliated Lender in the case of an indirect Contribution) and
International Paper Company (but only to the extent it participates in such Contribution) shall
each be deemed to be an “Eligible Assignee” for all purposes of this Agreement and each other
Credit Document, and (c) the parties hereto hereby agree that any Contribution will not be a
voluntary prepayment by the applicable Borrower for any purpose under this Agreement and the other
Credit Documents. Concurrently therewith, the applicable Borrower that is the direct obligor of
the Term Loans



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subject to such Sponsor Purchases shall notify the Administrative Agent of the amount of the Term
Loans forgiven pursuant to the prior sentence and provide a description of the contributions by
Holdings directly or indirectly to the applicable Borrower that is the direct obligor of the Loans
subject to such Sponsor Purchases.”




	1.6	 	Amendment to Section 5.1. Section 5.1(c) of the Credit Agreement is hereby amended by adding
the following parenthetical immediately after the words “Compliance Certificate” appearing therein:






     “(which Compliance Certificate shall also set forth the aggregate amount of Sponsor Purchases
outstanding on the date of the applicable Compliance Certificate)”




	1.7	 	Amendments to Section 9.5 of the Credit
Agreement. Section 9.5 of the Credit Agreement is hereby amended by adding the following as a new
clause (d):






     (d) Each Lender acknowledges that certain Affiliates of Holdings that have complied with the
definition of “Sponsor Affiliated Lender” are Eligible Assignees hereunder and may purchase U.S.
Term Loans, European Term Loans and/or New Term Loans hereunder from Lenders from time to time in
an aggregate amount not to exceed the Sponsor Purchase Cap Amount, subject to the restrictions set
forth in the definition of “Eligible Assignees”. Each Lender acknowledges that in connection with
Sponsor Purchases, the Sponsor Affiliated Lenders currently may have, and later may come into
possession of, information regarding the U.S. Term Loans, European Term Loans and/or New Term Loans
or the Credit Parties hereunder that is not known to it and that may be material to a decision to
enter into an assignment of such Loans hereunder (“Excluded Information”). Each Lender further
acknowledges that the Excluded Information may not be available to the Administrative Agent or the
other Lenders hereunder. Notwithstanding anything to the contrary contained herein, the
Administrative Agent may and, upon the direction of the Requisite Lenders, shall (i) exclude the
Sponsor Affiliated Lenders from receiving any document, instrument or other communication that such
Sponsor Affiliated Lenders would otherwise have been entitled to receive under the terms of this
Agreement in their capacities as Lenders (other than any document, instrument or communication
received by the Sponsor Affiliated Lenders directly from the Borrowers) and (ii) preclude the
Sponsor Affiliated Lenders from attending meetings of the Lenders (including with respect to the
exercise of rights and remedies under any Credit Document).



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     (e) In connection with each Sponsor Sale, the applicable Sponsor Affiliated Lender represents
and warrants as of the date of a Sponsor Sale, that such Sponsor Affiliated Lender does not have
any material non-public information (“MNPI”) with respect to Holdings, Borrowers or any of their
respective Subsidiaries or securities that either (i) has not been disclosed to the Lenders (other
than Lenders that do not wish to receive MNPI with respect to Holdings, Borrowers or any of their
respective Subsidiaries or securities) prior to such time or (ii) if not disclosed to the Lenders,
could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a
Lender’s decision to purchase Loans from such Sponsor Affiliated Lender.




	1.8	 	Amendment to Exhibits. The Credit Agreement is hereby amended by adding a new “Exhibit L”
thereto as set forth in Annex I attached hereto.
	 
	1.9	 	Amendment to Assignment Agreement. The Assignment Agreement is hereby amended by adding the
following provision to the end of Annex I thereof:






     [To be included in the Assignment only in the case of an assignment by or to a Sponsor
Affiliated Lender: Each of the Assignor and Assignee acknowledges that (i) the other party
currently may have, and later may come into possession of, information regarding the Assigned
Interest or the Credit Parties that is not known to it and that may be material to a decision to
enter into this Assignment (“Excluded Information”), (ii) it has determined to enter into this
Assignment notwithstanding its lack of knowledge of the Excluded Information, and (iii) the other
party shall have no liability to it, and it hereby to the extent permitted by law waives and
releases any claims it may have against the other party, with respect to the nondisclosure of the
Excluded Information; provided that the Excluded Information shall not and does not affect the
truth or accuracy of the representations or warranties of such party in this Assignment. Each of
Assignor and Assignee further acknowledges that the Excluded Information may not be available to
the Administrative Agent or the other Lenders party to the Credit Agreement.]




     [To be included in the Assignment only in the case of each Sponsor Sale: The Assignor hereby
represents and warrants as of the Effective Date, that the Assignor does not have any material
non-public information (“MNPI”) with respect to Holdings, Borrowers or any of their respective
Subsidiaries or securities that either (i) has not been disclosed to the
Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings,
Borrowers or any of their respective Subsidiaries or securities) prior to such time or (ii) if not
disclosed to the Lenders, could



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reasonably be expected to have a material adverse effect upon, or otherwise be material to, a
Lender’s decision to purchase Loans from the Assignor.]




	1.10	 	Authorization. The Requisite Lenders hereby authorize the Administrative Agent and
Collateral Agent to amend, modify or supplement any Credit Document to cure any ambiguity,
omission, defect or inconsistency between such Credit Document and the first amendment to the
Credit Agreement.





SECTION II. CONDITIONS TO EFFECTIVENESS




     This Second Amendment shall become effective as of the date hereof only upon the satisfaction
of all of the following conditions precedent:



     A. Execution. The Administrative Agent shall have received (i) a counterpart signature
page of this Second Amendment duly executed by each of the Credit Parties and (ii) the consent and
authorization from the Requisite Lenders to execute this Second Amendment on their behalf.



     B. Expenses. The Administrative Agent shall have received, to the extent invoiced,
reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by
the Borrowers hereunder or any other Credit Document.



     C. Amendment to Second Lien Credit Agreement. The Second Lien Credit Agreement shall have
been amended in accordance with its terms to permit Sponsor Purchases and any related Contributions
and the Second Lien Sponsor Purchases and any related Second Lien Contributions on substantially
the same terms as described herein and the Administrative Agent shall have received a fully
executed copy of such amendment.



     D. Sponsor Letter. The Administrative Agent shall have received a letter substantially in
the form of Annex I hereto executed by each of the
Sponsor Funds.



     E. Necessary Consents. Each Credit Party shall have obtained all material consents
necessary or advisable in connection with the transactions contemplated by this Second Amendment.



     F. Other Documents. The Administrative Agent and Lenders shall have received such other
documents, information or agreements regarding Credit Parties as the Administrative Agent may
reasonably request.



SECTION III. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders to enter into this Second Amendment and to amend the Credit
Agreement in the manner provided herein, each Credit Party which is a party hereto represents and
warrants to each Lender that the following statements are true and correct in all material
respects:



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     A. Corporate Power and Authority. Each Credit Party, which is party hereto, has all
requisite power and authority to enter into this Second Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as amended by this Second
Amendment (the “Amended Agreement”) and the other Credit Documents.



     B. Authorization of Agreements. The execution and delivery of this Second Amendment and
the performance of the Amended Agreement and the other Credit Documents have been duly authorized
by all necessary action on the part of each Credit Party that is a party thereto.



     C. No Conflict. The execution and delivery by each Credit Party of this Second Amendment
and the performance by each Credit Party of the Amended Agreement and the other Credit Documents do
not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the
certificate or articles of incorporation or partnership agreement, other constitutive documents or
by-laws of Holdings, the Borrowers or any Credit Party or (B) any applicable order of any court or
any
rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a default under any
Contractual Obligation of the applicable Credit Party, where any such conflict, violation, breach
or default referred to in clause (i) or (ii) of this Section III.C., individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted
under the Amended Agreement, result in or require the creation or imposition of any Lien upon any
of the properties or assets of each Credit Party (other than any Liens created under any of the
Credit Documents in favor of the Administrative Agent on behalf of Lenders), or (iv) require any
approval of stockholders or partners or any approval or consent of any Person under any Contractual
Obligation of each Credit Party, except for such approvals or consents which will be obtained on or
before the Second Amendment Effective Date and except for any such approvals or consents the
failure of which to obtain will not have a Material Adverse Effect.



     D. Governmental Consents. No action, consent or approval of, registration or filing with
or any other action by any Governmental Authority is or will be required in connection with the
execution and delivery by each Credit Party of this Second Amendment and the performance by the
Borrowers and Holdings of the Amended Agreement and the other Credit Documents, except for such
actions, consents and approvals the failure to obtain or make which could not reasonably be
expected to result in a Material Adverse Effect or which have been obtained and are in full force
and effect.



     E. Binding Obligation. This Second Amendment and the Amended Agreement have been duly
executed and delivered by each of the Credit Parties party thereto and each constitutes a legal,
valid and binding obligation of such Credit Party to the extent a party thereto, enforceable
against such Credit Party in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’
rights generally and except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).



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     F. Incorporation of Representations and Warranties from Credit Agreement. The
representations and warranties contained in Section 4 of the Amended Agreement are and will be true
and correct in all material respects (provided that if any representation or warranty is by its
terms qualified by concepts of materiality, such representation shall be true and correct in all
respects) on and as of the Second Amendment Effective Date to the same extent as though made on and
as of that date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true and correct in all material respects on and as of such
earlier date.



     G. Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Second Amendment that would constitute an
Event of Default or a Default.



SECTION IV. ACKNOWLEDGMENT AND CONSENT




     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit
Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected
pursuant to this Second Amendment. Each Guarantor hereby confirms that each Credit Document to
which it is a party or otherwise bound and all Collateral encumbered thereby will continue to
guarantee or secure, as the case may be, to the fullest extent possible in accordance with the
Credit Documents the payment and performance of all “Obligations” under each of the Credit
Documents to which it is a party (in each case as such terms are defined in the applicable Credit
Document).



     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Second Amendment. Each Guarantor represents and warrants that all
representations and
warranties contained in the Amended Agreement and the Credit Documents to which it is a party
or otherwise bound are true and correct in all material respects (provided that if any
representation or warranty is by its terms qualified by concepts of materiality, such
representation shall be true and correct in all respects) on and as of the Second Amendment
Effective Date to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they were true
and correct in all material respects on and as of such earlier date.



     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Second Amendment, such Guarantor is not required by the terms of
the Credit Agreement or any other Credit Document to consent to the amendments to the Credit
Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this
Second Amendment or any other Credit Document shall be deemed to require the consent of such
Guarantor to any future amendments to the Credit Agreement.



SECTION V. MISCELLANEOUS




     A. Reference to and Effect on the Credit Agreement and the Other Credit Documents.




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     (i) On and after the Second Amendment Effective Date, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import referring to the Credit Agreement, and each reference in the
other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words
of like import referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by this Second Amendment.




     (ii) Except as specifically amended by this Second Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force and effect and
are hereby ratified and confirmed.




     (iii) The execution, delivery and performance of this Second Amendment
shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Credit Documents.



     B. Headings. Section and Subsection headings in this Second Amendment are
included herein for convenience of reference only and shall not constitute a part of this
Second Amendment for any other purpose or be given any substantive effect.



     C. Applicable Law. THIS SECOND AMENDMENT 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, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.



     D. Counterparts. This Second Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.



     E. Waiver. The Borrowers and each other Credit Party hereby waive,
release, remise and forever discharge Administrative Agent, Lenders and each other
Indemnitee from any and all claims, suits, actions, investigations, proceedings or demands
arising out of or in connection with the Credit Agreement, whether based in contract, tort,
implied or express warranty, strict liability, criminal or civil statute or common law of
any kind or character, known or unknown, which the Borrowers or any other Credit Party ever
had, now has or might hereafter have against Administrative Agent or Lenders which relates,
directly or indirectly, to any acts or omissions of Administrative Agent, Lenders or any
other Indemnitee on or prior to the date hereof.



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13









 





     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
written above.



	 	 	 	 	 
	BORROWERS: 	AZ CHEM US INC.

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	President/CEO 	 
	 
	 	ARIZONA CHEMICAL AB

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	Chairman 	 
	 
	GUARANTORS: 	THE U.S. GUARANTORS:



AZ CHEM US HOLDINGS INC.

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	President/CEO 	 
	 
	 	ARIZONA CHEMICAL COMPANY, LLC

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	President/CEO 	 
	 
	 	ARIZONA ARBORIS, INC.

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	President/CEO 	 



 









 







	 	 	 	 	 
	 	THE NON-U.S. GUARANTORS:



Sweden:

ARIZONA CHEM SWEDEN HOLDINGS AB

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	Chairman 	 
	 
	 	ARIZONA CHEM SWEDEN FINANCE AB

 	 
	 	By:  	Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer  	 
	 	 	Title:  	Chairman 	 
	 
	 	ARIZONA CHEM SWEDEN FINANCE KB

 	 
	 	By:  	/s/ Gerald C. Marterer
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	Chairman Arizona Chemical AB

(General Partner) 	 
	 
	 	Finland:

ARIZONA CHEMICAL OY

 	 
	 	By:  	/s/ Juhani Tuovinen
 	 
	 	 	Name:  	Juhani Tuovinen  	 
	 	 	Title:  	Chairman 	 
	 
	 	Luxembourg:

AZ CHEM LUXEMBOURG FINANCE S.À.R.L.

 	 
	 	By:  	 	 
	 	 	Name:  	Gianpiero Lenza 	 
	 	 	Title:  	President 	 



 









 







	 	 	 	 	 
	 	THE NON-U.S. GUARANTORS:



Sweden:

ARIZONA CHEM SWEDEN HOLDINGS AB

 	 
	 	By:  	
 	 
	 	 	Name:  	Gerald C. Marterer  	 
	 	 	Title:  	Chairman 	 
	 
	 	ARIZONA CHEM SWEDEN FINANCE AB

 	 
	 	By:  	
 	 
	 	 	Name:  	Gerald C. Marterer  	 
	 	 	Title:  	Chairman 	 
	 
	 	ARIZONA CHEM SWEDEN FINANCE KB

 	 
	 	By:  	
 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	Chairman Arizona Chemical AB

(General Partner) 	 
	 
	 	Finland:

ARIZONA CHEMICAL OY

 	 
	 	By:  	 	 
	 	 	Name:  	Juhani Tuovinen  	 
	 	 	Title:  	Chairman 	 
	 
	 	Luxembourg:

AZ CHEM LUXEMBOURG FINANCE S.À.R.L.

 	 
	 	By:  	/s/ Gianpiero Lenza
 	 
	 	 	Name:  	Gianpiero Lenza	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	The Netherlands:

ARIZONA CHEMICAL B.V.

 	 
	 	By:  	/s/ Juhani Tuovinen
 	 
	 	 	Name:  	Juhani Tuovinen 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ARIZONA CHEMICAL FINANCE B.V.

 	 
	 	By:  	/s/ Glenda K. Haynes
 	 
	 	 	Name:  	Glenda K. Haynes  	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	United Kingdom:

AZ CHEM UK LIMITED

 	 
	 	By:  	/s/ Graeme Wilson
 	 
	 	 	Name:  	Graeme Wilson  	 
	 	 	Title:  	Director 	 
	 
	 	ARIZONA CHEMICAL LTD.

 	 
	 	By:  	/s/ Graeme Wilson
 	 
	 	 	Name:  	Graeme Wilson  	 
	 	 	Title:  	Director 	 



 









 







	 	 	 	 	 
	


	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

As Administrative Agent

 	 
	 	By:  	/s/ James V. Balcom
 	 
	 	 	James V. Balcom

Authorized Signatory 	 
	 	 	 	 
	






 











 






	 	 	 	 	 










Annex I




August ___, 2008




Goldman Sachs Credit Partners L.P.,

as Administrative Agent under the

Credit Agreement referred to below





			
	Re:	 	Arizona Chemical First Lien Credit and Guaranty Agreement





Ladies and Gentlemen:




     Reference is made to the First
Lien Credit and Guaranty Agreement, dated as of February 28,
2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and
among AZ CHEM US INC., a Delaware corporation, ARIZONA CHEMICAL AB, a limited liability company
organized under the laws of Sweden, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company
organized under the laws of Sweden, the subsidiaries of Holdings named therein, the Lenders, the
Administrative Agent, the Collateral Agent and the other Agents named therein.



     This letter is being delivered by the undersigned (“we” or “us”)
 pursuant to the definition
of “Sponsor Affiliated Lender” under the Credit Agreement and Section II(D) of the Second
Amendment.



     We hereby agree that, notwithstanding anything in the Credit Documents to the contrary, with
respect to any Sponsor Purchase, we shall have no right whatsoever, whether or not a Credit Party
is subject to a bankruptcy or other insolvency proceeding, so long as we are an Affiliate of
Holdings, Borrowers or Sponsor, to (i) consent to any amendment, modification, waiver, consent or
other such action with respect to any of the terms of the Credit Agreement or any other Credit
Document; provided that we hereby instruct the Administrative Agent to automatically deem
any Loans held by us to be voted pro rata according to the Loans of all other Lenders (other than
any Sponsor Affiliated Lender) in connection with any such amendment, modification, waiver,
consent or other action, (ii) require any Agent or other Lender to undertake any action (or
refrain from taking any action) with respect to the Credit Agreement or any other Credit Document,
(iii) otherwise vote on any matter related to the Credit Agreement or any other Credit Document;
provided that we hereby instruct the Administrative Agent to automatically deem any Loans
held by us to be voted pro rata according to the Loans of all other Lenders in the aggregate
(other than any Sponsor Affiliated Lender), (iv) attend any meeting in its capacity as a Lender
with any Agent or other Lender or receive any information from any Agent or other Lender, (v) to
have access to any E-System, or (vi) make or bring any claim, in our capacity as Lender, against
the Agent or any Lender with respect to the duties and obligations of such Person under the Credit
Agreement and the other Credit Documents; provided that no such amendment, modification,
waiver or consent referred to above shall deprive us of our share of any payments or other
recoveries which the Lenders are entitled to share on a pro rata basis hereunder.







 












 










	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 

Name:
	 	 
	 
	 	Title:	 	 
	 
	 	 	 	 
	ACKNOWLEDGED AND ACCEPTED,	 	 
	as of the date above first written:	 	 
	 
	 	 	 	 
	GOLDMAN SACHS CREDIT PARTNERS L.P.,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory