exv10w9






Exhibit 10.9




EXECUTION COPY




FIRST AMENDMENT

TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT




     THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT (this “Amendment”)
is dated as of July 24, 2008 and is entered into by and among AZ CHEM US INC., a Delaware
corporation (the “Borrower”), CAPITALSOURCE FINANCE LLC, as Administrative Agent
(“Administrative Agent”), acting with the consent of the Requisite Lenders, GOLDMAN SACHS
CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (together with its permitted successors
and assigns in such capacity, “Syndication Agent”), for purposes of Section IV hereof, and
the GUARANTORS listed on the signature pages hereto, and is made with reference to that
certain SECOND 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 Borrower, AZ CHEM US HOLDINGS INC., a Delaware corporation, the
subsidiaries of U.S. Holdings named therein, the Lenders, the Administrative Agent, the
Collateral Agent, the Syndication 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 Amendment.



RECITALS




     WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend
certain provisions of the Credit Agreement as provided for herein; 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 Loans (each, a “Purchase”), subject to the following
limitations:




     (i) such Sponsor Affiliated Lender will notify the
Syndication Agent (each, a “Purchase Notice”) (and the



 









 






Syndication Agent will deliver such Purchase Notice to the Lenders) that
such Sponsor Affiliated Lender wishes to make an offer to Purchase Loans
extended to the Borrower in an aggregate amount for each such Class of
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
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 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
Syndication Agent) of such Class(es) of 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 Loans subject to such Purchase as specified by
Lenders, the Syndication 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 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 Loans (such Loans being referred
to as “Qualifying Loans” and such Lenders being referred to as
“Qualifying Lenders”);




     (iv) such Sponsor Affiliated Lender shall purchase the
Qualifying 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 Loans would exceed the Purchase Amount for such Class of Loans, (a) such Sponsor Affiliated
Lender shall purchase Qualifying Loans of such Class with respect
to which the Acceptable Price is equal to the Maximum Purchase
Price for such



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Class ratably based on the aggregate principal amounts of all such
Qualifying Loans then held by each such Qualifying Lender of the same
Class and (b) such Sponsor Affiliated Lender shall purchase Qualifying
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 Syndication Agent and the Borrower;




     (vi) the Sponsor Affiliated Lender shall not be permitted to
submit a Purchase Notice to the Syndication 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
Syndication Agent withdraw its offer to purchase the Loans that
are the subject of such Purchase without consummating the same.




     “First Amendment” means that certain First Amendment to
Second Lien Credit and Guaranty Agreement dated as of July
___, 2008, among the Borrower, U.S. Holdings, the Administrative Agent, the
Syndication Agent and the financial institutions and the Guarantors listed
on the signature pages thereto.




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




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




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



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     “First Lien First Amendment” means that certain First
Amendment to First Lien Credit Agreement (amending certain
provisions of the First Lien Credit Agreement to accommodate a new
pooling and cash management system to be provided to the European
Borrower (as defined in First Lien Credit Agreement), and its
Subsidiaries).




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




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




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




     “First Lien Sponsor Purchase” means the purchase pursuant to
a First Lien Dutch Auction by a Sponsor Affiliated Lender of the
Loans (each, as defined under the First Lien Credit Agreement)
from lenders participating in a First Lien Dutch Auction in
accordance with Section 10.6 of the First Lien Credit Agreement.




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




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



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




     “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) executes and delivers
to the Syndication Agent (and the Syndication 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 First
Amendment Effective Date, (ii) with respect to purchases pursuant
to a Dutch Auction, on the date of delivery of a Purchase Notice
to the Syndication 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 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 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 outstanding at any time.



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     “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 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:




     “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 solely with respect to Loans purchased pursuant to a
Dutch Auction, any Sponsor Affiliated Lender or (ii) in connection
with any purchase of the 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
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 First Lien Amendments. Notwithstanding any provision in this
Agreement or the other Credit Documents, subject to that certain First Lien
Second Amendment becoming effective in accordance with its terms, (a) any
Sponsor Affiliated Lender (as defined in the First Lien Credit Agreement)
may make First Lien Sponsor Purchases in accordance with the terms of the
First Lien



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Credit Agreement, as amended by the First Lien Second Amendment and (b) any
Sponsor Affiliated Lender and Holdings may make any subsequent First Lien
Contributions of such First Lien Sponsor Purchases, in each case in
accordance with the terms of the First Lien Credit Agreement, as amended by
the First Lien Second Amendment, and the parties hereto hereby agree that
any First Lien Contribution will not be a voluntary prepayment by the
borrowers thereunder for any purpose under this Agreement and the other
Credit Documents. The Lenders also acknowledge that pursuant to the First
Lien First Amendment, certain new cash management obligations of the
European Borrower and its Subsidiaries have been included as “Obligations”,
“Obligations of the U.S. Borrower” and “Obligations of the European
Borrower” under, and as defined in, the First Lien Credit Agreement, as
amended by the First Lien First Amendment, the documents related thereto
and the Intercreditor Agreement (it being acknowledged that the Requisite
Lenders’ consent to the First Lien First Amendment is not required pursuant
to the terms of the Credit Documents).




	1.1	 	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 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 Borrower) and (ii) concurrently with such Contributions or at any time
thereafter, all or a portion of the remainder of such 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 Borrower); provided that in each case, promptly following such
Contributions, any Loans that are the subject of such Contributions shall
be forgiven by Borrower, and shall be cancelled and no longer outstanding
(and may not be resold by 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,



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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 Borrower for any purpose under this
Agreement and the other Credit Documents. Concurrently therewith, the
Borrower shall notify the Administrative Agent of the amount of the Loans
forgiven pursuant to the prior sentence and provide a description of the
contributions by Holdings directly or indirectly to the Borrower.”




	1.2	 	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)”




	1.3	 	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 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 the Sponsor
Affiliated Lenders currently may have, and later may come into
possession of, information regarding the 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, the Syndication 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



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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 Borrower) 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).




     (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, Borrower 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, Borrower 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.




	1.4	 	Amendment to Exhibits. The Credit Agreement is hereby amended by adding a new “Exhibit L”
thereto as set forth in Annex I attached hereto.
	 
	1.5	 	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, the Syndication Agent or the other Lenders party to the
Credit Agreement.] [To be



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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, Borrower 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, Borrower
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.



SECTION II. CONDITIONS TO EFFECTIVENESS




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



     B. Expenses. The Administrative Agent and the Syndication 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 Borrower hereunder or any other Credit Document.



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



     D. Sponsor Letter. The Administrative Agent and the Syndication 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 Amendment.



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



SECTION III. REPRESENTATIONS AND WARRANTIES





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     In order to induce Lenders to enter into this 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:



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



     B. Authorization of Agreements. The execution and delivery of this 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 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 U.S. Holdings, the Borrower 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 First 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 Amendment and the
performance by the Borrower and U.S. 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 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).



     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



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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 First 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 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 Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this 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 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 First 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 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 Amendment and (ii) nothing in the Credit
Agreement, this 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.




     (i) On and after the First 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




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words of like import referring to the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended by this Amendment.




     (ii) Except as specifically amended by this 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 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 Amendment are included
herein for convenience of reference only and shall not constitute a part of this Amendment
for any other purpose or be given any substantive effect.



     C. Applicable Law. THIS 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 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 Borrower 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 Borrower 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.



[Remainder of this page intentionally left blank.]




13









 








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



	 	 	 	 	 
	BORROWER: 	 AZ CHEM US INC.

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



 









 







	 	 	 	 	 
	 	

CAPITALSOURCE FINANCE LLC,

As Administrative Agent

 	 
	 	By:  	/s/ Christopher J. Blagg
 	 
	 	 	Name:  	Christopher J. Blagg 	 
	 	 	Title:  	Associate General Counsel

Healthcare and Specialty Finance 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	


	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

As Syndication Agent

 	 
	 	By:  	/s/ James V. Balcom
 	 
	 	 	Name:  	James V. Balcom 	 
	 	 	Title:  	Authorized Signatory 	 
	


	 




 











 










Annex I



August ___, 2008




CAPITALSOURCE FINANCE LLC, 

as Administrative Agent under the 

Credit Agreement referred to below




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Syndication Agent under the

Credit Agreement referred to below



Re: Arizona Chemical Second Lien Credit and Guaranty Agreement



Ladies and Gentlemen:




     Reference is made to the Second 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 (the
“Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation, the subsidiaries of
U.S. 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 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, Borrower 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:





 

CAPITALSOURCE FINANCE LLC,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Syndication Agent




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 
	Title: