exhibit10_2.htm


    EXHIBIT 10.2

    

      
        

      

    

    
      


      GUARANTEE
AND COLLATERAL AGREEMENT

       

      dated and
effective as of

       

      April 2,
2007

       

      among

       

      CELANESE
HOLDINGS LLC,

       

      CELANESE
US HOLDINGS LLC,

       

      CELANESE
AMERICAS CORPORATION,

       

      THE OTHER
GUARANTOR SUBSIDIARIES

       

      and

       

      DEUTSCHE
BANK AG, NEW YORK BRANCH,

       

      as
Collateral Agent

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      Page

       

       

      ARTICLE
I.

       

       

      


       

       

      Definitions

       

      
        	
                 
      

              	
                SECTION
      1.01.

              	
                Credit Agreement 

              	
                1

              


      

      
        	
                 

              	
                SECTION 1.02.

              	
                Other Defined Terms 

              	
                1

              


      

       

      ARTICLE
II.

       

       

      


       

       

      Guarantee

       

      
        	
                 
      

              	
                SECTION
      2.01.

              	
                Guarantee 

              	
                5

              


      

      
        	
                 
      

              	
                SECTION
      2.02.

              	
                Guarantee
      of Payment 

              	
                5

              


      

      
        	
                 
      

              	
                SECTION
      2.03.

              	
                No
      Limitations, etc. 

              	
                6

              


      

      
        	
                 
      

              	
                SECTION
      2.04.

              	
                Reinstatement 

              	
                8

              


      

      
        	
                 
      

              	
                SECTION
      2.05.

              	
                Agreement
      to Pay; Subrogation 

              	
                8

              


      

      
        	
                 
      

              	
                SECTION
      2.06.

              	
                Information 

              	
                8

              


      

      
        	
                 
      

              	
                SECTION
      2.07.

              	
                Maximum
      Liability 

              	
                8

              


      

       

      ARTICLE
III.

       

       

      


       

       

      Pledge of
Securities

       

      
        	
                 
      

              	
                SECTION
      3.01.

              	
                Pledge 

              	
                 9

              


      

      
        	
                 
      

              	
                SECTION
      3.02.

              	
                Delivery
      of the Pledged Collateral 

              	
                 10

              


      

      
        	
                 
      

              	
                SECTION
      3.03.

              	
                Representations,
      Warranties and Covenants 

              	
                 10

              


      

      
        	
                 
      

              	
                SECTION
      3.04.

              	
                [Reserved] 

              	
                 12

              


      

      
        	
                 
      

              	
                SECTION
      3.05.

              	
                Registration
      in Nominee Name; Denominations 

              	
                 12

              


      

      
        	
                 
      

              	
                SECTION
      3.06.

              	
                Voting
      Rights; Dividends and Interest, etc. 

              	
                 12

              


      

       

      ARTICLE
IV.

       

       

      


       

       

      Security
Interests in Personal Property

       

      
        	
                 
      

              	
                SECTION
      4.01.

              	
                Security
      Interest 

              	
                14

              


      

      
        	
                 
      

              	
                SECTION
      4.02.

              	
                Representations
      and Warranties 

              	
                16

              


      

      
        	
                 
      

              	
                SECTION
      4.03.

              	
                Covenants 

              	
                17

              


      

      
        	
                 
      

              	
                SECTION
      4.04.

              	
                Other
      Actions 

              	
                20

              


      

      
        	
                 
      

              	
                SECTION
      4.05.

              	
                Covenants
      Regarding Patent, Trademark and Copyright Collateral 

              	
                21

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      ARTICLE
V.

       

       

      Remedies

       

      
        	
                 
      

              	
                SECTION
      5.01.

              	
                Remedies
      Upon Default 

              	
                 22

              


      

      
        	
                 
      

              	
                SECTION
      5.02.

              	
                Application
      of Proceeds 

              	
                 24

              


      

      
        	
                 
      

              	
                SECTION
      5.03.

              	
                Grant
      of License to Use Intellectual Property 

              	
                 24

              


      

      
        	
                 
      

              	
                SECTION
      5.04.

              	
                Securities
      Act, etc. 

              	
                 25

              


      

      
        	
                 
      

              	
                SECTION
      5.05.

              	
                Registration,
      etc. 

              	
                 25

              


      

       

      ARTICLE
VI.

       

       

      Indemnity,
Subrogation and Subordination

       

      
        	
                 
      

              	
                SECTION
      6.01.

              	
                Indemnity
      and Subrogation 

              	
                26

              


      

      
        	
                 
      

              	
                SECTION
      6.02.

              	
                Contribution
      and Subrogation 

              	
                26

              


      

      
        	
                 
      

              	
                SECTION
      6.03.

              	
                Subordination 

              	
                27

              


      

       

      ARTICLE
VII.

       

       

      Miscellaneous

       

      
        	
                 
      

              	
                SECTION
      7.01.

              	
                Notices 

              	
                27

              


      

      
        	
                 
      

              	
                SECTION
      7.02.

              	
                Security
      Interest Absolute 

              	
                27

              


      

      
        	
                 
      

              	
                SECTION
      7.03.

              	
                [Reserved] 

              	
                27

              


      

      
        	
                 
      

              	
                SECTION
      7.04.

              	
                Binding
      Effect; Several Agreement 

              	
                27

              


      

      
        	
                 
      

              	
                SECTION
      7.05.

              	
                Successors
      and Assigns 

              	
                28

              


      

      
        	
                 
      

              	
                SECTION
      7.06.

              	
                Collateral
      Agent’s Fees and Expenses; Indemnification 

              	
                28

              


      

      
        	
                 
      

              	
                SECTION
      7.07.

              	
                Collateral
      Agent Appointed Attorney-in-Fact 

              	
                29

              


      

      
        	
                 
      

              	
                SECTION
      7.08.

              	
                GOVERNING
      LAW 

              	
                29

              


      

      
        	
                 
      

              	
                SECTION
      7.09.

              	
                Waivers;
      Amendment 

              	
                29

              


      

      
        	
                 
      

              	
                SECTION
      7.10.

              	
                WAIVER
      OF JURY TRIAL 

              	
                30

              


      

      
        	
                 
      

              	
                SECTION
      7.11.

              	
                Severability 

              	
                30

              


      

      
        	
                 
      

              	
                SECTION
      7.12.

              	
                Counterparts 

              	
                30

              


      

      
        	
                 
      

              	
                SECTION
      7.13.

              	
                Headings 

              	
                 31

              


      

      
        	
                 
      

              	
                SECTION
      7.14.

              	
                Jurisdiction;
      Consent to Service of Process 

              	
                 31

              


      

      
        	
                 
      

              	
                SECTION
      7.15.

              	
                Termination
      or Release 

              	
                 31

              


      

      
        	
                 
      

              	
                SECTION
      7.16.

              	
                Additional
      Parties 

              	
                 32

              


      

      
        	
                 
      

              	
                SECTION
      7.17.

              	
                Right
      of Set-off 

              	
                 32

              


      

      


      Schedules

       

      Schedule
I                           Subsidiary
Parties

      Schedule
II                           Capital
Stock; Debt Securities

      Schedule
III                           Intellectual
Property

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      Exhibits

       

      Exhibit
I                           Form
of Supplement

      Exhibit
II                           Form
of Perfection Certificate

      



      
        
          
            -iii-

          

           


        

        
           


          
            

          

        

        
           


        

      


      GUARANTEE
AND COLLATERAL AGREEMENT dated and effective as of April 2, 2007 (this “Agreement”), among
CELANESE HOLDINGS LLC (the “Holdings”), CELANESE
US HOLDINGS LLC (the “Company”), CELANESE AMERICAS CORPORATION (“CAC”), each GUARANTOR
SUBSIDIARY party hereto and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral
Agent (in such capacity, the “Collateral Agent”)
for the Secured Parties (as defined below).

       

      Reference
is made to the Credit Agreement dated as of April 2, 2007 (as amended,
supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among Holdings, the Company, CAC, certain other subsidiaries of the Company from
time to time party thereto as a borrower, the LENDERS party thereto from time to
time, DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as
administrative agent (in such capacity, the “Administrative
Agent”), and as Collateral Agent, MERRILL LYNCH CAPITAL CORPORATION
(“MLCC”), as
syndication agent (in such capacity, the “Syndication Agent”),
BANK OF AMERICA, N.A., as documentation agent (in such capacity, the “Documentation
Agent”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Deposit Bank (in
such capacity, the “Deposit
Bank”).

       

      The
obligations of the Lenders to extend and to maintain credit pursuant to the
Credit Agreement are conditioned upon, among other things, the execution and
delivery of this Agreement.  Holdings, the Company, CAC and the
Guarantor Subsidiaries will derive substantial benefits from such extensions of
credit and are willing to execute and deliver this Agreement in order to induce
the Lenders to extend such credit.  Accordingly, the parties hereto
agree as follows:

       

       

      ARTICLE
I.                      

       

       

      


       

       

      Definitions

       

      SECTION
1.01. Credit
Agreement

       

      .

       

      (a) Capitalized
terms used in this Agreement and not otherwise defined herein have the
respective meanings assigned thereto in the Credit Agreement.  All
terms defined in the New York UCC (as defined herein) and not defined in this
Agreement have the meanings specified therein.

       

      (b) The rules
of construction specified in Section 1.02 of the Credit Agreement also apply to
this Agreement.

       

      SECTION
1.02. Other Defined
Terms

       

      .  As
used in this Agreement, the following terms have the meanings specified
below:

       

      “Account Debtor” means
any person who is or who may become obligated to any Guarantor under, with
respect to or on account of an Account.

       

      “Article 9 Collateral”
has the meaning assigned such term in Section 4.01.

       

      “Claiming Guarantor”
has the meaning assigned such term in Section 6.02.

       

      “Collateral” means
Article 9 Collateral and Pledged Collateral.

       

      “Contributing
Guarantor” has the meaning assigned such term in Section
6.02.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Control Agreement”
means a securities account control agreement or commodity account control
agreement, as applicable, in form and substance reasonably satisfactory to the
Collateral Agent.

       

      “Copyright License”
means any written agreement, now or hereafter in effect, granting any right to
any third party under any Copyright now or hereafter owned by any Guarantor or
that any Guarantor otherwise has the right to license, or granting any right to
any Guarantor under any Copyright now or hereafter owned by any third party, and
all rights of any Guarantor under any such agreement.

       

      “Copyrights” means all
of the following now owned or hereafter acquired by any
Guarantor:  (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise; and (b) all registrations and applications
for registration of any such Copyright in the United States or any other
country, including registrations, supplemental registrations and pending
applications for registration in the United States Copyright Office, including
those listed on Schedule
III.

       

      “Credit Agreement” has
the meaning assigned to such term in the preliminary statement of this
Agreement.

       

      “Equity Interests” has
the meaning provided in the Credit Agreement but excluding any interest
otherwise included in such definition that is not a “security” or “financial
asset” under Article VIII of the New York UCC.

       

      “Federal Securities
Laws” has the meaning assigned to such term in Section 5.04.

       

      “General Intangibles”
means all “General Intangibles” as defined in the New York UCC, including all
choses in action and causes of action and all other intangible personal property
of any Guarantor of every kind and nature (other than Accounts) now owned or
hereafter acquired by any Guarantor, including corporate or other business
records, indemnification claims, contract rights (including rights under leases,
whether entered into as lessor or lessee, Swap Agreements and other agreements),
Intellectual Property, goodwill, registrations, franchises, tax refund claims
and any letter of credit, guarantee, claim, security interest or other security
held by or granted to any Guarantor to secure payment by an Account Debtor of
any of the Accounts.

       

      “Guaranteed
Obligations” means, as to each Guarantor, all of the Obligations not owed
directly by it.

       

      “Guaranteed Party”
means, with respect to all Guaranteed Obligations, the Collateral Agent, the
Administrative Agent and/or the Lenders to which such Guaranteed Obligations are
owed.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      “Guarantor” means, so
long as such Person is a party hereto, each of Holdings, the Company, CAC and
each Subsidiary Party.

       

      “Intellectual
Property” means all intellectual and similar property of every kind and
nature now owned or hereafter acquired by any Guarantor, including inventions,
designs, Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses,
Trademark Licenses, trade secrets, domain names, confidential or proprietary
technical and business information, know how or show how and all related
documentation.

       

      “Investment Property”
has the meaning assigned such term in the New York UCC.

       

      “Lenders” has the
meaning assigned to such term in the preliminary statement of this
Agreement.

       

      “Loan Document
Obligations” means (a) the due and punctual payment by each Borrower of
(i) the unpaid principal of and interest on the Loans made to such Borrower,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (ii) each payment (if any) required to be made
by each Borrower under the Credit Agreement in respect of any Letter of Credit
issued for its account, when and as due, including payments in respect of
reimbursement of disbursements and interest thereon and (iii) all other monetary
obligations of each Borrower under the Credit Agreement and each of the other
Loan Documents, including obligations to pay fees, expense and reimbursement
obligations and indemnification obligations, whether primary, secondary, direct,
contingent, fixed or otherwise, including in the case of clauses (i), (ii) and
(iii), interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding and (b) the due and punctual performance of all
other obligations of each Borrower under or pursuant to the Credit Agreement and
each of the other Loan Documents  (other than this Agreement),
including to provide cash collateral.

       

      “New York UCC” means
the Uniform Commercial Code as from time to time in effect in the State of New
York.

       

      “Noticed Event of
Default” means any Event of Default as to which the Administrative Agent
has given Holdings written notice that (i) such Event of Default constitutes a
Noticed Event of Default and (ii) to the extent such notice may be given without
violation of applicable law, the Collateral Agent intends, as a result of such
Event of Default (alone or among others), to exercise its rights hereunder,
provided that an Event of Default under Section 7.01(h) or (i) of the Credit
Agreement shall in any event constitute a Noticed Event of Default.

       

      “Obligations” means
(a) the Loan Document Obligations, (b) the due and punctual payment and
performance of all the obligations of each Guarantor under and pursuant to this
Agreement, (c) the due and punctual payment and performance of all obligations
of each Guarantor under each Swap Agreement that (i) is in effect on the
Effective Date with a counterparty that is a Lender or an Affiliate of a Lender
as of the Effective Date or (ii) is entered into after the Effective Date with
any counterparty that is a Lender or an Affiliate of a Lender at the time such
Swap Agreement is entered into, and (d) the due and punctual payment and
performance of all obligations of each Guarantor in respect of overdrafts and
related liabilities owed to a Lender or any of its Affiliates and arising from
cash management services (including treasury, depository, overdraft, credit or
debit card, electronic funds transfer and other cash management
arrangements).

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      “Patent License” means
any written agreement, now or hereafter in effect, granting to any third party
any right to make, use or sell any invention covered by a Patent, now or
hereafter owned by any Guarantor or that any Guarantor otherwise has the right
to license or granting to any Guarantor any right to make, use or sell any
invention covered by a Patent, now or hereafter owned by any third
party.

       

      “Patents” means all of
the following now owned or hereafter acquired by any Guarantor:  (a)
all letters patent of the United States or the equivalent thereof in any other
country, and all applications for letters patent of the United States or the
equivalent thereof in any other country, including those listed on Schedule III, and (b)
all reissues, continuations, divisions, continuations-in-part or extensions
thereof, and the inventions disclosed or claimed therein, including the right to
make, use and/or sell the inventions disclosed or claimed therein.

       

      “Perfection
Certificate” means a certificate substantially in the form of Exhibit II, completed
and supplemented with the schedules and attachments contemplated thereby, and
duly executed by a Responsible Officer of Holdings, the Company, CAC and each
Guarantor Subsidiary (determined as of the Effective Date).

       

      “Pledged Collateral”
has the meaning assigned to such term in Section 3.01.

       

      “Pledged Debt
Securities” has the meaning assigned to such term in Section
3.01.

       

      “Pledged Securities”
means any promissory notes, stock certificates or other certificated securities
now or hereafter included in the Pledged Collateral, including all certificates,
instruments or other documents representing or evidencing any Pledged
Collateral.

       

      “Pledged Stock” has
the meaning assigned to such term in Section 3.01.

       

      “Secured Parties”
means with respect to all Obligations, as appropriate, (i) the Lenders, (ii) the
Administrative Agent and the Collateral Agent, (iii) each Issuing Bank, (iv)
each counterparty to any Swap Agreement entered into with a Guarantor the
obligations under which constitute Obligations, (v) each Lender or Affiliate
owed obligations which constitute Obligations under clause (d) of the definition
thereof, (vi) the beneficiaries of each indemnification obligation undertaken by
any Guarantor under any Loan Document or existing as of the date of this
Agreement and (vii) the successors and permitted assigns of each of the
foregoing.

       

      “Security Interest”
has the meaning assigned to such term in Section 4.01.

       

      “Specified Borrower”
has the meaning assigned to such term in Section 6.01.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      “Subsidiary Party”
means, so long as a party hereto, each Guarantor Subsidiary in existence on the
Effective Date and each other subsidiary required to become party hereto
pursuant to Section 7.16.

       

      “Subsidiary Revolving
Borrowers” has the meaning assigned such term in the preliminary
statement of this Agreement.

       

      “Supplement” shall
mean an instrument in the form of Exhibit I
hereto.

       

      “Trademark License”
means any written agreement, now or hereafter in effect, granting to any third
party any right to use any Trademark now or hereafter owned by any Guarantor or
that any Guarantor otherwise has the right to license, or granting to any
Guarantor any right to use any Trademark now or hereafter owned by any third
party.

       

      “Trademarks” means all
of the following now owned or hereafter acquired by any
Guarantor:  (a) all trademarks, service marks, corporate names,
company names, business names, fictitious business names, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations thereof
(if any), and all registration applications filed in connection therewith,
including registrations and applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any
other country or any political subdivision thereof, and all renewals thereof,
including those listed on Schedule III and (b)
all goodwill associated therewith or symbolized thereby.

       

       

      ARTICLE
II.                      

       

       

      


       

       

      Guarantee

       

      SECTION
2.01. Guarantee

       

      .  Each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of its Guaranteed Obligations.  Each Guarantor
further agrees that its Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee notwithstanding any extension or renewal of any
of its Guaranteed Obligations.  Each Guarantor waives presentment to,
demand of payment from and protest to any Person of any of its Guaranteed
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment.

       

      SECTION
2.02. Guarantee of
Payment

       

      .  Each
Guarantor further agrees that its guarantee hereunder constitutes a guarantee of
payment when due and not of collection, and waives any right to require that any
resort be had by the Collateral Agent or any other Secured Party to any security
held for the payment of its Guaranteed Obligations or to any balance of any
Deposit Account or credit on the books of the Collateral Agent or any other
Secured Party in favor of any Person.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      SECTION
2.03. No Limitations,
etc.

       

       
 

       

      (a) Except
for termination of a Guarantor’s obligations hereunder as expressly provided for
in Section 7.15, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of its Guaranteed Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Guarantor
hereunder shall not be discharged or impaired or otherwise affected
by:

       

      (i) the
failure of the Administrative Agent, the Collateral Agent or any other Person to
assert any claim or demand or to exercise or enforce any right or remedy under
the provisions of any Loan Document or otherwise;

       

      (ii) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Agreement;

       

      (iii) any
default, failure or delay, willful or otherwise, in the performance of the
Obligations;

       

      (iv) any other
act or omission that may or might in any manner or to any extent vary the risk
of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations),

       

      (v) any
illegality, lack of validity or enforceability of any Obligation,

       

      (vi) any
change in the corporate existence, structure or ownership of any Loan Party, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting
any Loan Party or its assets or any resulting release or discharge of any
Obligation,

       

      (vii) the
existence of any claim, set-off or other rights that the Guarantor may have at
any time against any Loan Party, the Collateral Agent, or any other corporation
or Person, whether in connection herewith or any unrelated transactions,
provided that nothing herein will prevent the assertion of any such claim by
separate suit or compulsory counterclaim,

       

      (viii) any law,
regulation, decree or order of any jurisdiction, or any other event, affecting
any term of any of its Guaranteed Obligations or the Collateral Agent’s rights
with respect thereto, including, without limitation:

       

      (A) the
application of any such law, regulation, decree or order, including any prior
approval, which would prevent the exchange of a foreign currency for Dollars or
such other currency in which its Guaranteed Obligations are due, or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars or any such other currency in any legal exchange market in such
jurisdiction in accordance with normal commercial practice; or

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      (B) a
declaration of banking moratorium or any suspension of payments by banks in such
jurisdiction or the imposition by such jurisdiction or any governmental
authority thereof of any moratorium on, the required rescheduling or
restructuring of, or required approval of payments on, any indebtedness in such
jurisdiction; or

       

      (C) any
expropriation, confiscation, nationalization or requisition by such country or
any governmental authority that directly or indirectly deprives any Borrower of
any assets or their use, or of the ability to operate its business or a material
part thereof; or

       

      (D) any war
(whether or not declared), insurrection, revolution, hostile act, civil strife
or similar events occurring in such jurisdiction which has the same effect as
the events described in clause (A), (B) or (C) above (in each of the cases
contemplated in clauses (A) through (D) above, to the extent occurring or
existing on or at any time after the date of this Agreement), and

       

      (ix) any other
circumstance (including without limitation, any statute of limitations) or any
existence of or reliance on any representation by the Collateral Agent that
might otherwise constitute a defense to, or a legal or equitable discharge of,
any Loan Party or the Guarantor or any other guarantor or surety.

       

      Each
Guarantor expressly authorizes the respective Guaranteed Parties to take and
hold security for the payment and performance of its Guaranteed Obligations, to
exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of its
Guaranteed Obligations, all without affecting the obligations of such Guarantor
hereunder.

       

      Without
limiting the generality of the foregoing, with respect to any of its Guaranteed
Obligations that, in accordance with the express terms of any agreement pursuant
to which such Guaranteed Obligations were created, were denominated in Dollars
or any currency other than the currency of the jurisdiction where a Borrower is
principally located, each Guarantor guarantees that it shall pay the Collateral
Agent strictly in accordance with the express terms of such agreement, including
in the amounts and in the currency expressly agreed to thereunder, irrespective
of and without giving effect to any laws of the jurisdiction where a Borrower is
principally located in effect from time to time, or any order, decree or
regulation in the jurisdiction where a Borrower is principally
located.

       

      (b) To the
fullest extent permitted by applicable law, each Guarantor waives any defense
based on or arising out of any defense of any Borrower or any other Loan Party
or the unenforceability of its Guaranteed Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of any Borrower or
any other Loan Party, other than the indefeasible payment in full in cash of all
its Guaranteed Obligations.  The Collateral Agent and the other
Guaranteed Parties may, at their election, foreclose on any security held by one
or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Obligations, make any other accommodation with any Borrower or any
other Loan Party or exercise any other right or remedy available to them against
any Borrower or any other Loan Party, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent its Guaranteed
Obligations have been fully and indefeasibly paid in full in cash.  To
the fullest extent permitted by applicable law, each Guarantor waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against
any Borrower or any other Loan Party, as the case may be, or any
security.

       

      
        
          
          

        

        
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      SECTION
2.04. Reinstatement.

       

      Each
Guarantor agrees that its guarantee hereunder shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of its Guaranteed Obligations is rescinded or must otherwise be restored
by the Administrative Agent or any other Guaranteed Party upon the bankruptcy or
reorganization of any Borrower, any other Loan Party or otherwise.

       

      SECTION
2.05. Agreement to Pay;
Subrogation.

       

      In
furtherance of the foregoing and not in limitation of any other right that the
Collateral Agent or any other Guaranteed Party has at law or in equity against
any Guarantor by virtue hereof, upon the failure of any Borrower or any other
Loan Party to pay any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to
be paid, to the Collateral Agent for distribution to the applicable Guaranteed
Parties in cash the amount of such unpaid Guaranteed Obligation.  Upon
payment by any Guarantor of any sums to the Collateral Agent as provided above,
all rights of such Guarantor against such Borrower, or other Loan Party or any
other Guarantor arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Article
VI.

       

      SECTION
2.06. Information.

       

      Each
Guarantor assumes all responsibility for being and keeping itself informed of
the financial condition and assets of each Borrower and each other Loan Party,
and of all other circumstances bearing upon the risk of nonpayment of its
Guaranteed Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Collateral
Agent or the other Guaranteed Parties will have any duty to advise such
Guarantor of information known to it or any of them regarding such circumstances
or risks.

       

      SECTION
2.07. Maximum
Liability.

       

      Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents
shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable federal and state laws relating to the insolvency of debtors
(after giving effect to the right of contribution established in Section
6.02).

       

      
        
          
          

        

        
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      ARTICLE
III.                                

       

      Pledge of
Securities

       

      SECTION
3.01. Pledge.

       

      As
security for the payment or performance, as the case may be, in full of its
Obligations, each Guarantor hereby assigns and pledges to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, a security interest in all of such Guarantor’s right, title
and interest in, to and under (a) the Equity Interests directly owned by it on
the Effective Date (which shall be listed on Schedule II) and any
other Equity Interests obtained in the future by such Guarantor and any
certificates representing all such Equity Interests (all such Equity Interests
and certificates referred to collectively as the “Pledged Stock”);
provided that
the Pledged Stock shall not include (i) more than 65% of the issued and
outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the
extent applicable law requires that a Subsidiary of such Guarantor issue
directors’ qualifying shares, such shares or nominee or other similar shares,
(iii) any Equity Interests with respect to which the Collateral and Guarantee
Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need
not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any
Equity Interests of a Subsidiary to the extent that, as of the Effective Date,
and for so long as, such a pledge of such Equity Interests would violate a
contractual obligation binding on such Equity Interests, (v) any Equity
Interests of a Subsidiary of a Guarantor acquired after the Effective Date if,
and to the extent that, and for so long as, (A) a pledge of such Equity
Interests would violate applicable law or any contractual obligation binding
upon such Subsidiary and (B) such law or obligation existed at the time of the
acquisition thereof and was not created or made binding upon such Subsidiary in
contemplation of or in connection with the acquisition of such Subsidiary
(provided that the foregoing clause (B) shall not apply in the case of a joint
venture, including a joint venture that is a Subsidiary), provided that such
each Guarantor shall use its commercially reasonable efforts to avoid any such
restrictions classified in this clause (v) or (vi) any Equity Interests of a
Person that is not directly or indirectly a Subsidiary; (b)(i) the debt
securities listed opposite the name of such Guarantor on Schedule II, (ii) to
the extent required by Section 3.02(b), any debt securities in the future issued
to, or acquired by, such Guarantor and (iii) the promissory notes and any other
instruments, if any, evidencing such debt owed to any Guarantor (the “Pledged Debt
Securities”); (c) subject to Section 3.06, all payments of principal
or interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of, in exchange for or
upon the conversion of, and all other proceeds received in respect of, the
securities referred to in clauses (a) and (b) above; (d) subject to Section
3.06, all rights and privileges of such Guarantor with respect to the securities
and other property referred to in clauses (a), (b) and (c) above; and (e) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(e) above being collectively referred to as the “Pledged
Collateral”).

       

      TO HAVE
AND TO HOLD the Pledged Collateral, together with all right, title, interest,
powers, privileges and preferences pertaining or incidental thereto, unto the
Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, forever; subject, however, to the
terms, covenants and conditions hereinafter set forth.

       

      
        
          
          

        

        
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      SECTION
3.02. Delivery of the Pledged
Collateral.

       

      (a) Each
Guarantor hereby represents that all Pledged Securities owned by such Guarantor
on the Effective Date have been delivered to the Collateral
Agent.  Each Guarantor agrees promptly, upon its first becoming a
Guarantor hereunder or thereafter to the extent first acquiring same, to deliver
or cause to be delivered to the Collateral Agent, for the benefit of the Secured
Parties, any and all Pledged Securities to the extent such Pledged Securities,
in the case of promissory notes or other instruments evidencing Indebtedness,
are required to be delivered pursuant to paragraph (b) of this Section
3.02.

       

      (b) Each
Guarantor will cause any Indebtedness for borrowed money having an aggregate
principal amount that has a Dollar Equivalent in excess of $10,000,000 (other
than intercompany current liabilities incurred in the ordinary course) owed to
such Guarantor by Holdings or any Subsidiary to be evidenced by a promissory
note or other instrument that is pledged and delivered to the Collateral Agent,
together with note powers or other instruments of transfer with respect thereto
endorsed in blank, for the benefit of the Secured Parties, pursuant to the terms
hereof.  To the extent any such promissory note is a demand note, each
Guarantor party thereto agrees, if requested by the Collateral Agent, to
immediately demand payment thereunder upon an Event of Default specified under
Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement.

       

      (c) Upon
delivery to the Collateral Agent, (i) any Pledged Securities required to be
delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02
shall be accompanied by stock powers or note powers, as applicable, duly
executed in blank or other instruments of transfer reasonably satisfactory to
the Collateral Agent and by such other instruments and documents as the
Collateral Agent may reasonably request and (ii) all other property composing
part of the Pledged Collateral delivered pursuant to the terms of this Agreement
shall be accompanied to the extent necessary to perfect the security interest in
or allow realization on the Pledged Collateral by proper instruments of
assignment duly executed by the applicable Guarantor and such other instruments
or documents (including issuer acknowledgments in respect of uncertificated
securities) as the Collateral Agent may reasonably request.  Each
delivery (or subsequent confirmation by a successor of the prior delivery) of
Pledged Securities hereunder shall be accompanied by a schedule describing the
securities, which schedule shall be attached hereto as Schedule II and made
a part of Schedule
II; provided that failure
to attach any such schedule hereto shall not affect the validity of such pledge
of such Pledged Securities.  Each schedule so delivered shall
supplement any prior schedules so delivered.

       

      SECTION
3.03. Representations, Warranties
and Covenants.

       

      The
Guarantors, jointly and severally, represent, warrant and covenant to and with
the Collateral Agent, for the benefit of the Secured Parties, that:

       

      (a) Schedule II as of the
Effective Date correctly sets forth the percentage of the issued and outstanding
shares of each class of the Equity Interests of the issuer thereof represented
by the Pledged Stock and includes all Equity Interests, debt securities and
promissory notes or instruments evidencing Indebtedness required to be pledged
hereunder in order to satisfy the Collateral and Guarantee
Requirement;

       

      
        
          
          

        

        
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      (b) the
Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt
Securities issued by a person that is not a Subsidiary of Holdings or an
Affiliate of any such subsidiary, to the best of each Guarantor’s knowledge)
have been duly and validly authorized and issued by the issuers thereof and (i)
in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the
case of Pledged Debt Securities (solely with respect to Pledged Debt Securities
issued by a person that is not a Subsidiary of Holdings or an Affiliate of any
such subsidiary, to the best of each Guarantor’s knowledge) are legal, valid and
binding obligations of the issuers thereof subject to (i) the effects of
bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or
other similar laws affecting creditors’ rights generally, (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (iii) implied covenants of good faith and
fair dealing;

       

      (c) except
for the security interests granted hereunder, each Guarantor (i) is and, subject
to any transfers made in compliance with the Credit Agreement, will continue to
be the direct owner, beneficially and of record, of the Pledged Securities
indicated on Schedule
II as owned by such Guarantor, (ii) holds the same free and clear of all
Liens, other than Liens permitted under Section 6.02 of the Credit Agreement,
(iii) will make no assignment, pledge, hypothecation or transfer of, or create
or permit to exist any security interest in or other Lien on, the Pledged
Collateral, other than pursuant to a transaction permitted by the Credit
Agreement and other than Liens permitted under Section 6.02 of the Credit
Agreement and (iv) subject to the rights of such Guarantor under the Loan
Documents to dispose of Pledged Collateral, will defend its title or interest
hereto or therein against any and all Liens (other than Liens permitted under
Section 6.02 of the Credit Agreement), however arising, of all
persons;

       

      (d) except
for restrictions and limitations imposed by the Loan Documents or securities
laws generally or otherwise permitted to exist pursuant to the terms of the
Credit Agreement, the Pledged Collateral is and will continue to be freely
transferable and assignable, and none of the Pledged Collateral is or will be
subject to any option, right of first refusal, shareholders agreement, charter
or by-law provisions or contractual restriction of any nature that might, in any
material respect, prohibit, impair, delay or adversely affect the pledge of such
Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or
the exercise by the Collateral Agent of rights and remedies
hereunder;

       

      (e) each
Guarantor has the power and authority to pledge the Pledged Collateral pledged
by it hereunder in the manner hereby done or contemplated;

       

      (f) no
consent or approval of any Governmental Authority, any securities exchange or
any other person was or is necessary to the validity of the pledge effected
hereby (other than such as have been obtained and are in full force and
effect);

       

      (g) by virtue
of the execution and delivery by the Guarantors of this Agreement, when any
Pledged Securities that constitute certificated securities or instruments are
delivered to the Collateral Agent, for the benefit of the Secured Parties, in
accordance with this Agreement, the Collateral Agent will obtain, for the
benefit of the Secured Parties, a legal, valid and perfected first priority lien
upon and security interest in such Pledged Securities as security for the
payment and performance of the Obligations under applicable laws in the United
States;

       

      
        
          
          

        

        
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      (h) each
Guarantor does not own on the Effective Date, any security constituting an
equity interest in any Person to the extent such security constitutes an
uncertificated security and will not acquire any such uncertificated security
thereafter except in each case to the extent it has complied with the provisions
of the third sentence of Section 4.04(c), to the extent applicable thereto;
and

       

      (i) the
pledge effected hereby is effective to vest in the Collateral Agent, for the
benefit of the Secured Parties, the rights of the Collateral Agent in the
Pledged Collateral as set forth herein under applicable laws in the United
States.

       

      SECTION
3.04. [Reserved].

       

       

      SECTION
3.05. Registration in Nominee
Name; Denominations.

       

      The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
sole and absolute discretion) to hold the Pledged Securities in the name of the
applicable Guarantor, endorsed or assigned in blank or in favor of the
Collateral Agent or, if a Noticed Event of Default shall have occurred and be
continuing, in its own name as pledgee or the name of its nominee (as pledgee or
as sub-agent).  Each Guarantor will promptly give to the Collateral
Agent copies of any notices or other communications received by it with respect
to Pledged Securities registered in the name of such Guarantor.

       

      SECTION
3.06. Voting Rights; Dividends and
Interest, etc.

       

      


       

      (a) Unless
and until a Noticed Event of Default shall have occurred and be
continuing:

       

      (i) Each
Guarantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any
part thereof for any purpose consistent with the terms of this Agreement, the
Credit Agreement and the other Loan Documents; provided that such
rights and powers shall not be exercised in any manner that could reasonably be
expected to materially and adversely affect the rights inuring to a holder of
any Pledged Securities, the rights and remedies of any of the Collateral Agent
or the other Secured Parties under this Agreement, the Credit Agreement or any
other Loan Document or the ability of the Secured Parties to exercise the
same.

       

      (ii) The
Collateral Agent shall promptly execute and deliver to each Guarantor, or cause
to be executed and delivered to such Guarantor, all such proxies, powers of
attorney and other instruments as such Guarantor may reasonably request for the
purpose of enabling such Guarantor to exercise the voting and/or consensual
rights and powers it is entitled to exercise pursuant to subparagraph (i)
above.

       

      
        
          
          

        

        
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      (iii) Each
Guarantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of
the Pledged Securities to the extent and only to the extent that (x) such
dividends, interest, principal and other distributions are permitted by, and
otherwise paid or distributed in accordance with, the terms and conditions of
the Credit Agreement, the other Loan Documents and applicable laws and (y) such
payment on distribution is not payable directly to the Collateral Agent pursuant
to the terms of the applicable Pledged Securities; provided that any
noncash dividends, interest, principal or other distributions that constitute
Pledged Securities (whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise) shall be and become part of the Pledged Collateral, and, if received
by any Guarantor, shall not be commingled by such Guarantor with any of its
other funds or property but shall be held separate and apart therefrom, shall be
held in trust for the benefit of the Collateral Agent, for the benefit of the
Secured Parties, and shall be forthwith delivered to the Collateral Agent, for
the benefit of the Secured Parties, in the same form as so received (accompanied
by stock powers duly executed in blank or other appropriate instruments of
transfer satisfactory to the Collateral Agent).

       

      (b) Upon the
occurrence and during the continuance of a Noticed Event of Default, all rights
of any Guarantor to dividends, interest, principal or other distributions that
such Guarantor is authorized to receive pursuant to paragraph (a)(iii) of this
Section 3.06 shall cease, and all such rights shall thereupon become vested, for
the benefit of the Secured Parties, in the Collateral Agent which shall have the
sole and exclusive right and authority to receive and retain such dividends,
interest, principal or other distributions.  All dividends, interest,
principal or other distributions received by any Guarantor contrary to the
provisions of this Section 3.06 shall not be commingled by such Guarantor with
any of its other funds or property but shall be held separate and apart
therefrom, shall be held in trust for the benefit of the Collateral Agent, for
the benefit of the Secured Parties, and shall be forthwith delivered to the
Collateral Agent, for the benefit of the Secured Parties, in the same form as so
received (accompanied by stock powers duly executed in blank or other
appropriate instruments of transfer reasonably satisfactory to the Collateral
Agent).  Any and all money and other property paid over to or received
by the Collateral Agent pursuant to the provisions of this paragraph (b) shall
be retained by the Collateral Agent in an account to be established by the
Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 5.02.  After all
Events of Default have been cured or waived and the Term Borrower has delivered
to the Collateral Agent a certificate to that effect, the Collateral Agent shall
promptly repay to each Guarantor (without interest) all dividends, interest,
principal or other distributions that such Guarantor would otherwise have been
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section
3.06 and that remain in such account.

       

      (c) Upon the
occurrence and during the continuance of a Noticed Event of Default, all rights
of any Guarantor to exercise the voting and/or consensual rights and powers it
is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and
the obligations of the Collateral Agent under paragraph (a)(ii) of this Section
3.06, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, for the benefit of the Secured Parties, which shall have the
sole and exclusive right and authority to exercise such voting and consensual
rights and powers; provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the
right from time to time following and during the continuance of an Event of
Default to permit the Guarantors to exercise such rights.  After all
Noticed Events of Default have been cured or waived and the Term Borrower has
delivered to the Collateral Agent a certificate to that effect, each Guarantor
shall have the right to exercise the voting and/or consensual rights and powers
that such Guarantor would otherwise have been entitled to exercise pursuant to
the terms of paragraph (a)(i) above.

       

      
        
          
          

        

        
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      ARTICLE
IV.                                

       

       

      


       

       

      Security Interests in
Personal Property

       

      SECTION
4.01. Security
Interest.

       

       

      (a) As
security for the payment or performance, as the case may be, in full of the
Obligations, each Guarantor hereby assigns and pledges to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, a security interest (the “Security Interest”)
in all right, title and interest in or to any and all of the following assets
and properties now owned or at any time hereafter acquired by such Guarantor or
in which such Guarantor now has or at any time in the future may acquire any
right, title or interest (collectively, the “Article 9
Collateral”):

       

      (i) all
Accounts;

       

      (ii) all
Chattel Paper;

       

      (iii) all cash
and Deposit Accounts;

       

      (iv) all
Documents;

       

      (v) all
Equipment;

       

      (vi) all
General Intangibles;

       

      (vii) all
Goods;

       

      (viii) all
Instruments;

       

      (ix) all
Inventory;

       

      (x) all
Investment Property;

       

      (xi) all
Letter-of-Credit Rights;

       

      (xii) all
Commercial Tort Claims listed on Schedule 4.01 hereto;

       

      
        
          
          

        

        
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      (xiii) all books
and records pertaining to the Article 9 Collateral; and

       

      (xiv) to the
extent not otherwise included, all proceeds, Supporting Obligations and products
of any and all of the foregoing and all collateral security and guarantees given
by any person with respect to any of the foregoing.

       

      Notwithstanding
anything to the contrary in this Agreement, this Agreement shall not constitute
a grant of a security interest in (a) any vehicle covered by a certificate of
title or ownership, (b) any assets (including Equity Interests) with
respect to which the Collateral and Guarantee Requirement or the other
paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by
reason of Section 5.10(g) of the Credit Agreement, (c) any assets to the extent
that, as of the Effective Date, and for so long as, such grant of a security
interest would violate a contractual obligation or applicable law binding on
such asset, (d) any property of any Person acquired by a Guarantor after the
Effective Date pursuant to Section 6.04(l) of the Credit Agreement, if, and to
the extent that, and for so long as, (A) such grant of a security interest would
violate applicable law or any contractual obligation binding upon such property
and (B) such law or obligation existed at the time of the acquisition thereof
and was not created or made binding upon such property in contemplation of or in
connection with the acquisition of such Subsidiary (provided that the
foregoing clause (B) shall not apply in the case of a joint venture, including a
joint venture that is a Subsidiary) provided that each
Guarantor shall use its commercially reasonable efforts to avoid any such
restriction described in this clause (d), or (e) any Letter of Credit Rights to
the extent any Guarantor is required by applicable law to apply the proceeds of
a drawing of such Letter of Credit for a specified purpose.

       

      (b) Each
Guarantor hereby irrevocably authorizes the Collateral Agent at any time and
from time to time to file in any relevant jurisdiction any initial financing
statements (including fixture filings) with respect to the Article 9 Collateral
or any part thereof and amendments thereto that contain the information required
by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for
the filing of any financing statement or amendment, including (i) whether such
Guarantor is an organization, the type of organization and any organizational
identification number issued to such Guarantor, (ii) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real
property to which such Article 9 Collateral relates and (iii) a description of
collateral that describes such property in any other manner as the Collateral
Agent may reasonably determine is necessary or advisable to ensure the
perfection of the security interest in the Article 9 Collateral granted under
this Agreement, including describing such property as “all assets” or “all
property” or words of similar effect.  Each Guarantor agrees to
provide such information to the Collateral Agent promptly upon
request.

       

      The
Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or
any similar office in any other country) such documents as may be necessary or
advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by each Guarantor, without the
signature of any Guarantor, and naming any Guarantor or the Guarantors as
debtors and the Collateral Agent as secured party.

       

      
        
          
          

        

        
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      (c) The
Security Interest is granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify,
any obligation or liability of any Guarantor with respect to or arising out of
the Article 9 Collateral.

       

      SECTION
4.02. Representations and
Warranties.

       

      The
Guarantors jointly and severally represent and warrant to the Collateral Agent
and the Secured Parties that:

       

      (a) Each
Guarantor has good and valid rights in and title to all material Article 9
Collateral with respect to which it has purported to grant a Security Interest
hereunder and has full power and authority to grant to the Collateral Agent the
Security Interest in such Article 9 Collateral pursuant hereto and to execute,
deliver and perform its obligations in accordance with the terms of this
Agreement, without the consent or approval of any other person other than any
consent or approval that has been obtained and is in full force and
effect.

       

      (b) The
Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name of each Guarantor,
is correct and complete, in all material respects, as of the Effective
Date.  Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations containing a description of the Article 9 Collateral have been
prepared by the Collateral Agent based upon the information provided to the
Collateral Agent in the Perfection Certificate for filing in each governmental,
municipal or other office specified in Schedule 7 to the
Perfection Certificate (or specified by notice from the Company to the
Collateral Agent after the Effective Date in the case of filings, recordings or
registrations required by Section 5.10 of the Credit Agreement), and constitute
all the filings, recordings and registrations (other than filings required to be
made in the United States Patent and Trademark Office and the United States
Copyright Office in order to perfect the Security Interest in Article 9
Collateral consisting of United States issued Patents and applications, United
States registered Trademarks and applications and United States registered
Copyrights) that are necessary to publish notice of and protect the validity of
and to establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the benefit of the Secured Parties) in respect of all
Article 9 Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law with
respect to the filing of continuation statements or amendments.  Each
Guarantor represents and warrants that a fully executed agreement in the form
hereof (or a short form hereof which form shall be reasonably acceptable to the
Collateral Agent) containing a description of all Article 9 Collateral
consisting of United States issued Patents (and Patents for which United States
applications are pending), United States registered Trademarks (and Trademarks
for which United States registration applications are pending) and United States
registered Copyrights (and Copyrights for which United States registration
applications are pending) has been delivered to the Collateral Agent for
recording with the United States Patent and Trademark Office and the United
States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17
U.S.C. § 205 and the regulations thereunder, as applicable, and reasonably
requested by the Collateral Agent, to protect the validity of and to establish a
legal, valid and perfected security interest in favor of the Collateral Agent,
for the benefit of the Secured Parties, in respect of all Article 9 Collateral
consisting of the foregoing in which a security interest may be perfected by
recording with the United States Patent and Trademark Office and the United
States Copyright Office.

       

      
        
          
          

        

        
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      (c) The
Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Obligations,
(ii) subject to the filings described in Section 4.02(b), a perfected
security interest in all Article 9 Collateral in which a security interest may
be perfected by filing, recording or registering a financing statement or
analogous document in the United States (or any political subdivision thereof)
and its territories and possessions pursuant to the New York UCC or other
applicable law in such jurisdictions and (iii) a security interest that shall be
perfected in all Article 9 Collateral in which a security interest may be
perfected upon the receipt and recording of this Agreement with the United
States Patent and Trademark Office and the United States Copyright Office, as
applicable.  The Security Interest is and shall be prior to any other
Lien on any of the Article 9 Collateral, other than Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement or arising by operation of
law.

       

      (d) The
Article 9 Collateral is owned by the Guarantors free and clear of any Lien,
other than Liens expressly permitted pursuant to Section 6.02 of the Credit
Agreement or arising by operation of law.  None of the Guarantors has
filed or consented to the filing of (i) any financing statement or analogous
document under the New York UCC or any other applicable laws covering any
Article 9 Collateral, (ii) any assignment in which any Guarantor assigns any
Article 9 Collateral or any security agreement or similar instrument covering
any Article 9 Collateral with the United States Patent and Trademark Office or
the United States Copyright Office or (iii) any assignment in which any
Guarantor assigns any Article 9 Collateral or any security agreement or similar
instrument covering any Article 9 Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document,
assignment, security agreement or similar instrument is still in effect, except,
in each case, for Liens expressly permitted pursuant to Section 6.02 of the
Credit Agreement.

       

      (e) None of
the Guarantors holds any Commercial Tort Claim individually in excess of
$1,000,000 as of the Effective Date except as indicated on the Perfection
Certificate.

       

      (f) All
Accounts have been originated by the Guarantors and all Inventory has been
acquired by the Guarantors in the ordinary course of business.

       

      SECTION
4.03. Covenants.

       

       

      (a) Each
Guarantor agrees promptly (and in any event within 30 days of such change) to
notify the Collateral Agent in writing of any change (i) in its legal name, (ii)
in its type of organization or corporate form, (iii) in its Federal Taxpayer
Identification Number or organizational identification number or (iv) in its
jurisdiction of organization.  Each Guarantor agrees promptly to
provide the Collateral Agent with certified organizational documents reflecting
any of the changes described in the immediately preceding
sentence.  Each Guarantor agrees not to effect or permit any change
referred to in the first sentence of this paragraph (a) unless all filings have
been made, or are made within any required timeframe prescribed by applicable
law, under the applicable Uniform Commercial Code or otherwise that are required
in order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected first priority security interest in all the
Article 9 Collateral, for the benefit of the Secured Parties.  Each
Guarantor agrees promptly to notify the Collateral Agent if any material portion
of the Article 9 Collateral owned or held by such Guarantor is damaged or
destroyed.

       

      
        
          
          

        

        
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      (b) Subject
to the rights of such Guarantor under the Loan Documents to dispose of
Collateral, each Guarantor shall, at its own expense, take any and all actions
necessary to defend title to the Article 9 Collateral against all persons and to
defend the Security Interest of the Collateral Agent, for the benefit of the
Secured Parties, in the Article 9 Collateral and the priority thereof against
any Lien not expressly permitted pursuant to Section 6.02 of the Credit
Agreement.

       

      (c) Each
Guarantor agrees, at its own expense, to execute, acknowledge, deliver and cause
to be duly filed all such further instruments and documents and take all such
actions as the Collateral Agent may from time to time reasonably request to
better assure, preserve, protect and perfect the Security Interest and the
rights and remedies created hereby, including the payment of any fees and taxes
required in connection with the execution and delivery of this Agreement, the
granting of the Security Interest and the filing of any financing statements
(including fixture filings) or other documents in connection herewith or
therewith.  If any amount payable under or in connection with any of
the Article 9 Collateral that is in excess of $10,000,000 is or shall be or
become evidenced by any promissory note or other instrument, such note or
instrument shall be promptly pledged and delivered to the Collateral Agent, for
the benefit of the Secured Parties, accompanied by executed instruments of
transfer reasonably satisfactory to the Collateral Agent.

       

      (d) After the
occurrence of an Event of Default and during the continuance thereof, the
Collateral Agent shall have the right to verify under reasonable procedures the
validity, amount, quality, quantity, value, condition and status of, or any
other matter relating to, the Article 9 Collateral, including, in the case of
Accounts or Article 9 Collateral in the possession of any third person
(following notice to the Term Borrower of its intention to do so),  by
contacting Account Debtors or the third person possessing such Article 9
Collateral for the purpose of making such a verification.  The
Collateral Agent shall have the right to share any information it gains from
such inspection or verification with any Secured Party.

       

      (e) At its
option at any time which an Event of Default exists, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Article 9 Collateral
and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay
for the maintenance and preservation of the Article 9 Collateral to the extent
any Guarantor fails to do so as required by the Credit Agreement or this
Agreement, and each Guarantor jointly and severally agrees to reimburse the
Collateral Agent on demand for any reasonable payment made or any reasonable
expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided, however, that nothing
in this Section 4.03(e) shall be interpreted as excusing any Guarantor from the
performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any
Guarantor with respect to taxes, assessments, charges, fees, Liens, security
interests or other encumbrances and maintenance as set forth herein or in the
other Loan Documents.

       

      
        
          
          

        

        
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      (f) Each
Guarantor (rather than the Collateral Agent or any Secured Party) shall remain
liable for the observance and performance of all the conditions and obligations
to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral and each Guarantor jointly and severally
agrees to indemnify and hold harmless the Collateral Agent and the Secured
Parties from and against any and all liability for such
performance.

       

      (g) None of
the Guarantors shall make or permit to be made an assignment, pledge or
hypothecation of the Article 9 Collateral or shall grant any other Lien in
respect of the Article 9 Collateral, except as permitted by the Credit
Agreement.  None of the Guarantors shall make or permit to be made any
transfer of the Article 9 Collateral and each Guarantor shall remain at all
times in possession of the Article 9 Collateral owned by it, except as permitted
by the Credit Agreement.

       

      (h) None of
the Guarantors will, without the Collateral Agent’s prior written consent, grant
any extension of the time of payment of any Accounts included in the Article 9
Collateral, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any person liable for the payment
thereof or allow any credit or discount whatsoever thereon, other than
extensions, credits, discounts, compromises or settlements granted or made in
the ordinary course of business (it being agreed that nothing in this clause (h)
shall prohibit sales of receivables permitted by Section 6.05(g) of the Credit
Agreement).

       

      (i) Each
Guarantor irrevocably makes, constitutes and appoints the Collateral Agent (and
all officers, employees or agents designated by the Collateral Agent) as such
Guarantor’s true and lawful agent (and attorney in fact) for the purpose, during
the continuance of an Event of Default, of making, settling and adjusting claims
in respect of Article 9 Collateral under policies of insurance, endorsing the
name of such Guarantor on any check, draft, instrument or other item of payment
for the proceeds of such policies of insurance and for making all determinations
and decisions with respect thereto.  In the event that any Guarantor
at any time or times while an Event of Default exists fails to obtain or
maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Guarantors hereunder or any Event
of Default, in its sole discretion, obtain and maintain such policies of
insurance and pay such premium and take any other actions with respect thereto
as the Collateral Agent reasonably deems advisable.  All sums
disbursed by the Collateral Agent in connection with this Section 4.03(i),
including reasonable attorneys’ fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Guarantors to the
Collateral Agent and shall be additional Obligations secured
hereby.

       

      
        
          
          

        

        
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      SECTION
4.04. Other
Actions.

       

      In order
to further ensure the attachment, perfection and priority of, and the ability of
the Collateral Agent to enforce, for the benefit of the Secured Parties, the
Collateral Agent’s security interest in the Article 9 Collateral, each Guarantor
agrees, in each case at such Guarantor’s own expense, to take the following
actions with, respect to the following Article 9 Collateral:

       

      (a) Instruments and Tangible
Chattel Paper.  If any Guarantor shall at any time hold or
acquire any Instruments or Tangible Chattel Paper evidencing an amount in excess
of $10,000,000, such Guarantor shall forthwith endorse, assign and deliver the
same to the Collateral Agent, accompanied by such instruments of transfer or
assignment duly executed in blank as the Collateral Agent may from time to time
reasonably request.

       

      (b) Cash
Accounts.  No Guarantor shall grant Control of any Deposit
Account to any Person other than the Collateral Agent.

       

      (c) Investment
Property.  Except to the extent otherwise provided in Article III, if
any Guarantor shall at any time hold or acquire any Certificated Security, such
Guarantor shall forthwith endorse, assign and deliver the same to the Collateral
Agent, accompanied by such instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably
specify.  If any security now or hereafter acquired by any Guarantor
is uncertificated and is issued to such Guarantor or its nominee directly by the
issuer thereof, upon the Collateral Agent’s reasonable request while an Event of
Default exists, such Guarantor shall promptly notify the Collateral Agent of
such uncertificated securities and pursuant to an agreement in form and
substance reasonably satisfactory to the Collateral Agent, either (i) cause the
issuer to agree to comply with instructions from the Collateral Agent as to such
security, without further consent of any Guarantor or such nominee, or (ii)
cause the issuer to register the Collateral Agent as the registered owner of
such security.  If any security or other Investment Property, whether
certificated or uncertificated, representing an Equity Interest in a third party
and having a fair market value in excess of $10,000,000 now or hereafter
acquired by any Guarantor is held by such Guarantor or its nominee through a
securities intermediary or commodity intermediary, such Guarantor shall promptly
notify the Collateral Agent thereof and, at the Collateral Agent’s request and
option, pursuant to a Control Agreement in form and substance reasonably
satisfactory to the Collateral Agent, either (A) cause such securities
intermediary or commodity intermediary, as applicable, to agree, in the case of
a securities intermediary, to comply with entitlement orders or other
instructions from the Collateral Agent to such securities intermediary as to
such securities or other Investment Property or, in the case of a commodity
intermediary, to apply any value distributed on account of any commodity
contract as directed by the Collateral Agent to such commodity intermediary, in
each case without further consent of any Guarantor or such nominee, or (B) in
the case of Financial Assets or other Investment Property held through a
securities intermediary, arrange for the Collateral Agent to become the
entitlement holder with respect to such Investment Property, for the benefit of
the Secured Parties, with such Guarantor being permitted, only with the consent
of the Collateral Agent, to exercise rights to withdraw or otherwise deal with
such Investment Property.  The Collateral Agent agrees with each of
the Guarantors that the Collateral Agent shall not give any such entitlement
orders or instructions or directions to any such issuer, securities intermediary
or commodity intermediary, and shall not withhold its consent to the exercise of
any withdrawal or dealing rights by any Guarantor, unless an Event of Default
has occurred and is continuing or, after giving effect to any such withdrawal or
dealing rights, would occur.  The provisions of this paragraph (c)
shall not apply to any Financial Assets credited to a securities account for
which the Collateral Agent is the securities intermediary.

       

      
        
          
          

        

        
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      (d) Commercial Tort
Claims.  If any Guarantor shall at any time hold or acquire a
Commercial Tort Claim in an amount reasonably estimated to exceed $10,000,000,
such Guarantor shall promptly notify the Collateral Agent thereof in a writing
signed by such Guarantor, including a summary description of such claim, and
grant to the Collateral Agent in writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to the Collateral
Agent.

       

      SECTION
4.05. Covenants Regarding Patent,
Trademark and Copyright Collateral.

       

       

      (a) Each
Guarantor agrees that it will not knowingly do any act or omit to do any act
(and will exercise commercially reasonable efforts to prevent its licensees from
knowingly doing any act or knowingly omitting to do any act) whereby any Patent
that is material to the normal conduct of such Guarantor’s business may become
prematurely invalidated or dedicated to the public, and agrees that it shall
take commercially reasonable steps with respect to any material products covered
by any such Patent as necessary and sufficient to establish and preserve its
rights under applicable patent laws.

       

      (b) Each
Guarantor will, and will use its commercially reasonable efforts to cause its
licensees or its sublicensees to, for each owned Trademark necessary to the
normal conduct of such Guarantor’s business, (i) maintain such Trademark in full
force free from any adjudication of abandonment or invalidity for non use, (ii)
maintain the quality of products and services offered under such Trademark on
all material respects, (iii) display such Trademark with notice of federal or
foreign registration or claim of trademark or service mark as required under
applicable law and (iv) not knowingly use or knowingly permit its licensees’ use
of such Trademark in violation of any third party rights.

       

      (c) Each
Guarantor will, and will use its commercially reasonable efforts to cause its
licensees or its sublicensees to, for each work covered by a material Copyright
necessary to the normal conduct of such Guarantor’s business that it publishes,
displays and distributes, use copyright notice as required under applicable
copyright laws.

       

      (d) Each
Guarantor shall notify the Collateral Agent promptly if it knows that any
Patent, Trademark or Copyright material to the normal conduct of such
Guarantor’s business may imminently become abandoned, lost or dedicated to the
public, or of any materially adverse determination or development, (excluding
office actions and similar determinations or developments in the United States
Patent and Trademark Office, United States Copyright Office, any court or any
similar office of any country), regarding such Guarantor’s ownership of any such
material Patent, Trademark or Copyright or its right to register or to maintain
the same.

       

      
        
          
          

        

        
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      (e) Each
Guarantor, either itself or through any agent, employee, licensee or designee,
shall (i) inform the Collateral Agent on a semi-annual basis of each application
by itself, or through any agent, employee, licensee or designee, for any Patent
with the United States Patent and Trademark Office and each registration of any
Trademark or Copyright with the United States Patent and Trademark Office, the
United States Copyright Office or any comparable office or agency in any other
country filed during the preceding six-month period, and (ii) upon the
reasonable request of the Collateral Agent, execute and deliver any and all
agreements, instruments, documents and papers as the Collateral Agent may
reasonably request to evidence the Collateral Agent’s security interest in such
Patent, Trademark or Copyright.

       

      (f) Each
Guarantor shall exercise its reasonable business judgment in any proceeding
before the United States Patent and Trademark Office, the United States
Copyright Office or any comparable office or agency in any other country with
respect to maintaining and pursuing each material application relating to any
Patent, Trademark and/or Copyright (and obtaining the relevant grant or
registration) material to the normal conduct of such Guarantor’s business and to
maintain (i) each issued Patent and (ii) the registrations of each Trademark and
each Copyright, in each case that is material to the normal conduct of such
Guarantor’s business, including, when applicable and necessary in such
Guarantor’s reasonable business judgment, timely filings of applications for
renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees, and, if any Guarantor believes necessary in its reasonable
business judgment, to initiate opposition, interference and cancellation
proceedings against third parties.

       

       

      ARTICLE
V.                                

       

       

      


       

       

      Remedies

       

      SECTION
5.01. Remedies Upon
Default

       

      .  Upon
the occurrence and during the continuance of a Noticed Event of Default, each
Guarantor agrees to deliver each item of Collateral to the Collateral Agent on
demand, and it is agreed that the Collateral Agent shall have the right to take
any of or all the following actions at the same or different
times:  (a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral
by the applicable Guarantors to the Collateral Agent or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or a nonexclusive basis, any such Article 9 Collateral throughout the world on
such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then existing licensing arrangements
to the extent that waivers thereunder cannot be obtained) and (b) with or
without legal process and with or without prior notice or demand for
performance, to take possession of the Article 9 Collateral and without
liability for trespass to enter any premises where the Article 9 Collateral may
be located for the purpose of taking possession of or removing the Article 9
Collateral and, generally, to exercise any and all rights afforded to a secured
party under the applicable Uniform Commercial Code or other applicable
law.  Without limiting the generality of the foregoing, each Guarantor
agrees that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral at a public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate.  The Collateral Agent shall
be authorized in connection with any sale of a security (if it deems it
advisable to do so) pursuant to the foregoing to restrict the prospective
bidders or purchasers to persons who represent and agree that they are
purchasing such security for their own account, for investment, and not with a
view to the distribution or sale thereof.  Upon consummation of any
such sale of Collateral pursuant to this Section 5.01 the Collateral Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers
thereof the Collateral so sold.  Each such purchaser at any such sale
shall hold the property sold absolutely, free from any claim or right on the
part of any Guarantor, and each Guarantor hereby waives and releases (to the
extent permitted by law) all rights of redemption, stay, valuation and appraisal
that such Guarantor now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.

       

      
        
          
          

        

        
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      The
Collateral Agent shall give the applicable Guarantors 10 Business Days’ written
notice (which each Guarantor agrees is reasonable notice within the meaning of
Section 9 612 of the New York UCC or its equivalent in other jurisdictions) of
the Collateral Agent’s intention to make any sale of Collateral.  Such
notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange,
shall state the board or exchange at which such sale is to be made and the day
on which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such
sale.  At any such sale, the Collateral, or the portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion)
determine.  The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been
given.  The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned.  In the case of any sale of all or any part of the
Collateral made on credit or for future delivery, the Collateral so sold may be
retained by the Collateral Agent until the sale price is paid by the purchaser
or purchasers thereof, but the Collateral Agent shall not incur any liability in
the event that any such purchaser or purchasers shall fail to take up and pay
for the Collateral so sold and, in the case of any such failure, such Collateral
may be sold again upon notice given in accordance with provisions
above.  At any public (or, to the extent permitted by law, private)
sale made pursuant to this Section 5.01, any Secured Party may bid for or
purchase for cash, free (to the extent permitted by law) from any right of
redemption, stay, valuation or appraisal on the part of any Guarantor (all such
rights being also hereby waived and released to the extent permitted by law),
the Collateral or any part thereof offered for sale and such Secured Party may,
upon compliance with the terms of sale, hold, retain and dispose of such
property in accordance with Section 5.02 hereof without further accountability
to any Guarantor therefor.  For purposes hereof, a written agreement
to purchase the Collateral or any portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and no Guarantor shall be entitled to the return of the
Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events
of Default shall have been remedied and the Obligations paid in
full.  As an alternative to exercising the power of sale herein
conferred upon it, the Collateral Agent may proceed by a suit or suits at law or
in equity to foreclose this Agreement and to sell the Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court appointed
receiver.  Any sale pursuant to the provisions of this Section 5.01
shall be deemed to conform to the commercially reasonable standards as provided
in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.

       

      
        
          
          

        

        
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      SECTION
5.02. Application of
Proceeds.

       

      The
Collateral Agent shall promptly apply the proceeds, moneys or balances of any
collection or sale of Collateral, as well as any Collateral consisting of cash,
as follows:

       

      FIRST, to
the payment of all costs and expenses incurred by the Administrative Agent and
the Collateral Agent in connection with such collection or sale or otherwise in
connection with this Agreement, any other Loan Document or any of the
Obligations, including all court costs and the fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Administrative
Agent and the Collateral Agent hereunder or under any other Loan Document on
behalf of any Guarantor and any other costs or expenses incurred in connection
with the exercise of any right or remedy hereunder or under any other Loan
Document;

       

      SECOND,
to the ratable payment of the Obligations, and

       

      THIRD,
once all Obligations have been paid in full, to the Guarantors, their successors
or assigns, or as a court of competent jurisdiction may otherwise
direct.

       

      The
Collateral Agent shall have absolute discretion as to the time of application of
any such proceeds, moneys or balances in accordance with this
Agreement.  Upon any sale of Collateral by the Collateral Agent
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the purchase money by the Collateral Agent or of the
officer making the 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 Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

       

      SECTION
5.03. Grant of License to Use
Intellectual Property.

       

      Solely
for the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Agreement at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, each Guarantor hereby grants to
(in the Collateral Agent’s sole discretion) a designee of the Collateral Agent
or the Collateral Agent, for the benefit of the Secured Parties, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to any Guarantor) to use, license or sublicense any of the Article
9 Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Guarantor, wherever the same may be located, and including, without
limitation, in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof.  The use of
such license by the Collateral Agent may be exercised, at the option of the
Collateral Agent, while an Event of Default exists; provided that any license,
sublicense or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Guarantors notwithstanding any
subsequent cure of an Event of Default.

       

      
        
          
          

        

        
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      SECTION
5.04. Securities Act,
etc.

       

        In
view of the position of the Guarantors in relation to the Pledged Collateral, or
because of other current or future circumstances, a question may arise under the
Securities Act of 1933, as now or hereafter in effect, or any similar federal
statute hereafter enacted analogous in purpose or effect (such Act and any such
similar statute as from time to time in effect being called the “Federal Securities
Laws”) with respect to any disposition of the Pledged Collateral
permitted hereunder.  Each Guarantor understands that compliance with
the Federal Securities Laws might very strictly limit the course of conduct of
the Collateral Agent if the Collateral Agent were to attempt to dispose of all
or any part of the Pledged Collateral, and might also limit the extent to which
or the manner in which any subsequent transferee of any Pledged Collateral could
dispose of the same.  Similarly, there may be other legal restrictions
or limitations affecting the Collateral Agent in any attempt to dispose of all
or part of the Pledged Collateral under applicable Blue Sky or other state
securities laws or similar laws analogous in purpose or effect.  Each
Guarantor acknowledges and agrees that in light of such restrictions and
limitations, the Collateral Agent, in its sole and absolute discretion, (a) may
proceed to make such a sale whether or not a registration statement for the
purpose of registering such Pledged Collateral or part thereof shall have been
filed under the Federal Securities Laws or, to the extent applicable, Blue Sky
or other state securities laws and (b) may approach and negotiate with a single
potential purchaser to effect such sale.  Each Guarantor acknowledges
and agrees that any such sale might result in prices and other terms less
favorable to the seller than if such sale were a public sale without such
restrictions.  In the event of any such sale, the Collateral Agent
shall incur no responsibility or liability for selling all or any part of the
Pledged Collateral at a price that the Collateral Agent, in its sole and
absolute discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached.  The provisions of
this Section 5.04 will apply notwithstanding the existence of a public or
private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.

       

      SECTION
5.05. Registration,
etc.

       

        Each
Guarantor agrees that, upon the occurrence and during the continuance of an
Event of Default, if for any reason the Collateral Agent desires to sell any of
the Pledged Collateral at a public sale, it will, at any time and from time to
time, upon the written request of the Collateral Agent, use its commercially
reasonable efforts to take or to cause the issuer of such Pledged Collateral to
take such action and prepare, distribute and/or file such documents, as are
required or advisable in the reasonable opinion of counsel for the Collateral
Agent to permit the public sale of such Pledged Collateral.  Each
Guarantor further agrees to indemnify, defend and hold harmless the
Administrative Agent, each other Secured Party, any underwriter and their
respective officers, directors, affiliates and controlling persons from and
against all loss, liability, expenses, costs of counsel (including reasonable
fees and expenses of legal counsel to the Collateral Agent of, and claims
(including the costs of investigation) that they may incur insofar as such loss,
liability, expense or claim arises out of or is based upon any alleged untrue
statement of a material fact contained in any prospectus (or any amendment or
supplement thereto) or in any notification or offering circular, or arises out
of or is based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements in any thereof not
misleading, except insofar as the same may have been caused by any untrue
statement or omission based upon information furnished in writing to such
Guarantor or the issuer of such Pledged Collateral by the Collateral Agent or
any other Secured Party expressly for use therein.  Each Guarantor
further agrees, upon such written request referred to above, to use its
commercially reasonable efforts to qualify, file or register, or cause the
issuer of such Pledged Collateral to qualify, file or register, any of the
Pledged Collateral under the Blue Sky or other securities laws of such states as
may be reasonably requested by the Collateral Agent and keep effective, or cause
to be kept effective, all such qualifications, filings or
registrations.  Each Guarantor will bear all costs and expenses of
carrying out its obligations under this Section 5.05.  Each Guarantor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section 5.05 only and that such failure would not be
adequately compensable in damages and, therefore, agrees that its agreements
contained in this Section 5.05 may be specifically enforced.

       

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

      ARTICLE
VI.                                

       

       

      


       

       

      Indemnity, Subrogation and
Subordination

       

      SECTION
6.01. Indemnity and
Subrogation.

       

      In
addition to all such rights of indemnity and subrogation as the Guarantors may
have under applicable law (but subject to Section 6.03), each Guarantor that is
a Borrower (a “Specified Borrower”)
agrees that (a) in the event a payment shall be made by any Guarantor under this
Agreement in respect of any Obligation of such Specified Borrower that has been
incurred by it as a Borrower, such Specified Borrower shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the person to whom such payment shall have been made
to the extent of such payment and (b) in the event any assets of any Guarantor
shall be sold pursuant to this Agreement or any other Security Document to
satisfy in whole or in part an Obligation of a Specified Borrower that has been
incurred by it as a Borrower, such Specified Borrower shall indemnify such
Guarantor in an amount equal to the greater of the book value or the fair market
value of the assets so sold.

       

      SECTION
6.02. Contribution and
Subrogation.

       

      Each
Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 6.03) that, in the event a payment
shall be made by any other Guarantor hereunder in respect of any Obligation or
assets of any other Guarantor shall be sold pursuant to any Security Document to
satisfy any Obligation and such other Guarantor (the “Claiming Guarantor”)
shall not have been fully indemnified by the Borrower of such Obligation as
provided in Section 6.01 or otherwise, the Contributing Guarantor shall
indemnify the Claiming Guarantor in an amount equal to the amount of such
payment or the greater of the book value or the fair market value of such
assets, as applicable, in each case multiplied by a fraction of which the
numerator shall be the net worth of such Contributing Guarantor on the date
hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 7.16, the date of the supplement hereto executed and
delivered by such Guarantor).  Any Contributing Guarantor making any
payment to a Claiming Guarantor pursuant to this Section 6.02 shall be
subrogated to the rights of such Claiming Guarantor under Section 6.01 to the
extent of such payment.

       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

      SECTION
6.03. Subordination.

       

       

      (a) Notwithstanding
any provision of this Agreement to the contrary, all rights of the Guarantors
under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or
subrogation of the Guarantor under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the
Obligations.  No failure on the part of any Borrower or any Guarantor
to make the payments required by Sections 6.01 and 6.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.

       

      (b) Each
Guarantor hereby agrees that all Indebtedness and other monetary obligations
owed by it to any other Guarantor or any Subsidiary shall be subordinated to the
indefeasible payment in full in cash of the Obligations in the manner set forth
in Exhibit F to the Credit Agreement.

       

       

      ARTICLE
VII.                                

       

       

      


       

       

      Miscellaneous

       

      SECTION
7.01. Notices.

       

      All
communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 9.01 of the
Credit Agreement.  All communications and notices hereunder to any
Subsidiary Party shall be given to it in care of the Company, with such notice
to be given as provided in Section 9.01 of the Credit Agreement.

       

      SECTION
7.02. Security Interest
Absolute.

       

      All
rights of the Collateral Agent hereunder, the Security Interest, the security
interest in the Pledged Collateral and all obligations of each Guarantor
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Guarantor in respect of the
Obligations or this Agreement.

       

      SECTION
7.03. [Reserved].

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

       

      SECTION
7.04. Binding Effect; Several
Agreement.

       

      This
Agreement shall become effective as to any party to this Agreement when a
counterpart hereof executed on behalf of such party shall have been delivered to
the Administrative Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such party
and the Collateral Agent and their respective permitted successors and assigns,
and shall inure to the benefit of such party, the Collateral Agent and the other
Secured Parties and their respective permitted successors and assigns, except
that no party shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any such
assignment or transfer shall be void) except as expressly contemplated by this
Agreement or the Credit Agreement.  This Agreement shall be construed
as a separate agreement with respect to each party and may be amended, modified,
supplemented, waived or released with respect to any party without the approval
of any other party and without affecting the obligations of any other party
hereunder.

       

      SECTION
7.05. Successors and
Assigns.

       

      Whenever
in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Guarantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective permitted successors and assigns.

       

      SECTION
7.06. Collateral Agent’s Fees and
Expenses; Indemnification.

       

       

      (a) The
parties hereto agree that the Collateral Agent shall be entitled to
reimbursement of its expenses incurred hereunder as provided in Section 9.05 of
the Credit Agreement.

       

      (b) Without
limitation of its indemnification obligations under the other Loan Documents,
each Guarantor jointly and severally agrees to indemnify the Collateral Agent
and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of, (i) the execution,
delivery or performance of this Agreement or any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto and thereto of their respective obligations thereunder or the
consummation of the Transactions and other transactions contemplated hereby,
(ii) the use of proceeds of the Loans or the use of any Letter of Credit or
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses result primarily from
the gross negligence or willful misconduct of such Indemnitee (treating for the
purposes of this Section 7.06(b) only any Secured Party and its Related Parties
as a single Indemnitee).

       

      (c) Any such
amounts payable as provided hereunder shall be additional Obligations
hereunder.  The provisions of this Section 7.06 shall remain operative
and in full force and effect regardless of the termination of this Agreement or
any other Loan Document, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party.  All amounts due under this Section 7.06
shall be payable on written demand therefor (accompanied by a reasonably
detailed computation of the amounts to be paid).

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

      SECTION
7.07. Collateral Agent Appointed
Attorney-in-Fact.

       

      Each
Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such
Guarantor for the purpose, during the continuance of an Event of Default, of
carrying out the provisions of this Agreement and taking any action and
executing any instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest.  Without limiting the generality of the
foregoing, the Collateral Agent shall have the right, upon the occurrence and
during the continuance of a Noticed Event of Default, with full power of
substitution either in the Collateral Agent’s name or in the name of such
Guarantor, (a) to receive, endorse, assign or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating
to the Collateral or any part thereof; (b) to demand, collect, receive payment
of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to ask for, demand, sue for, collect, receive and give
acquittance for any and all moneys due or to become due under and by virtue of
any Collateral; (d) to sign the name of any Guarantor on any invoice or bill of
lading relating to any of the Collateral; (e) to send verifications of Accounts
to any Account Debtor; (f) to commence and prosecute any and all suits, actions
or proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any
rights in respect of any Collateral; (g) to settle, compromise, compound, adjust
or defend any actions, suits or proceedings relating to all or any of the
Collateral; (h) to notify, or to require any Guarantor to notify, Account
Debtors to make payment directly to the Collateral Agent; and (i) to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal
with all or any of the Collateral, and to do all other acts and things necessary
to carry out the purposes of this Agreement, as fully and completely as though
the Collateral Agent were the absolute owner of the Collateral for all purposes;
provided, that
nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby.  The Collateral Agent and the other Secured
Parties shall be accountable only for amounts actually received as a result of
the exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Guarantor
for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct.

       

      SECTION
7.08. GOVERNING
LAW.

       

      THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

       

      SECTION
7.09. Waivers;
Amendment.

       

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

      (a) No
failure or delay by the Administrative Agent, the Collateral Agent, any Issuing
Bank or any Lender in exercising any right, power or remedy hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or remedy, or any abandonment or
discontinuance of steps to enforce such a right, power or remedy, preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies of the Administrative Agent,
the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights, powers
or remedies that they would otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 7.09, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan or the issuance of a Letter of Credit shall not be construed as a
waiver of any Default or Event of Default, regardless of whether the
Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may
have had notice or knowledge of such Default or Event of Default at the
time.  No notice or demand on any Loan Party in any case shall entitle
any Loan Party to any other or further notice or demand in similar or other
circumstances.

       

      (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and the Loan Party or Loan Parties with respect to which such
waiver, amendment or modification is to apply (or, at its election and after the
Effective Date, by Holdings on behalf of all such Loan Parties), subject to any
consent required in accordance with Section 9.08 of the Credit
Agreement.

       

      SECTION
7.10. WAIVER OF JURY
TRIAL.

       

      EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

       

      SECTION
7.11. Severability.

       

      In the
event any one or more of the provisions contained in this Agreement or in any
other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

       

      SECTION
7.12. Counterparts.

       

      This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract, and shall become effective as provided in Section
7.04.  Delivery of an executed counterpart to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
original.

       

      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

      SECTION
7.13. Headings.

       

      Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

       

      SECTION
7.14. Jurisdiction; Consent to
Service of Process.

       

      (a) Each
party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent, the Collateral
Agent, any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Guarantor, or its properties, in the courts of any jurisdiction.

       

      (b) Each
party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
New York State or federal court.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

       

      SECTION
7.15. Termination or
Release.

       

      (a) This
Agreement, the guarantees made herein, the Security Interest and all other
security interests granted hereby shall terminate on the first date when all the
Obligations (other than contingent indemnity and similar obligations with
respect to which no amounts are then owing) have been indefeasibly paid in full
in cash and the Lenders have no further commitment to lend under the Credit
Agreement, the Revolving L/C Exposure and CL Exposure each has been reduced to
zero and each Issuing Bank has no further obligations to issue Letters of Credit
under the Credit Agreement (or each Issuing Bank has received cash or other
collateral satisfactory to it covering such exposure and Letters of
Credit).

       

      (b) A
Subsidiary Party shall automatically be released from its obligations hereunder
and the security interests in the Collateral of such Subsidiary Party shall be
automatically released upon the consummation of any transaction permitted by the
Credit Agreement as a result of which such Subsidiary Party ceases to be a
Subsidiary of the Company; provided that the
Required Lenders shall have consented to such transaction (to the extent such
consent is required by the Credit Agreement) and the terms of such consent did
not provide otherwise.

       

      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

      (c) Upon any
Guarantor becoming an Unrestricted Subsidiary, such Unrestricted Subsidiary
shall automatically be released from its obligations hereunder and the security
interests in the Collateral of such Unrestricted Subsidiary shall be
automatically released.

       

      (d) Upon any
Permitted Receivables Financing permitted by the Credit Agreement, the Equity
Interests of a Special Purpose Receivables Subsidiary shall be automatically
released from the security interest in such Equity Interests granted
hereby.

       

      (e) Upon any
sale or other transfer by any Guarantor of any Collateral that is permitted
under the Credit Agreement to any person that is not a Guarantor, or upon the
effectiveness of any written consent to the release of the security interest
granted hereby in any Collateral pursuant to Section 9.08 of the Credit
Agreement, the security interest in such Collateral shall be automatically
released.

       

      (f) In
connection with any termination or release pursuant to paragraph (a), (b), (c),
(d) or (e) of this Section 7.15, the Collateral Agent shall execute and deliver
to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor
shall reasonably request to evidence such termination or release.  Any
execution and delivery of documents pursuant to this Section 7.15 shall be
without recourse to or warranty by the Collateral Agent.

       

      SECTION
7.16. Additional
Parties.

       

      On the
date occurring after the Effective Date on which a Person first becomes a
Domestic Subsidiary, such Person shall, to the extent required by Section 5.10
of the Credit Agreement, become a party hereto as a Guarantor.  Upon
execution and delivery by the Collateral Agent and any such Person of a
Supplement, such Person shall become a Guarantor hereunder with the same force
and effect as if originally named as a Guarantor herein.  The
execution and delivery of a Supplement shall not require the consent of any
other party to this Agreement.  The rights and obligations of each
party to this Agreement shall remain in full force and effect notwithstanding
the addition of any new party to this Agreement.

       

      SECTION
7.17. Right of
Set-off.

       

      Each
Lender and each Issuing Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, upon any amount becoming due and
payable by any Guarantor hereunder (whether at the stated maturity, by
acceleration or otherwise) after the expiration of any cure or grace periods, to
set off and apply against such amount any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender or such Issuing Bank to or for the credit or the
account of any party to this Agreement, matured or unmatured, irrespective of
whether or not such Lender or such Issuing Bank shall have made any demand under
this Agreement.  The rights of each Lender under this Section 7.17 are
in addition to other rights and remedies (including other rights of set off)
that such Lender or such Issuing Bank may have.

       

      [Signature
Page Follows]

       


      
        
           


        

        
          -32-

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.

       

      CELANESE
HOLDINGS LLC

       

      
        	
                 
      

              	
                By:

              	 /s/ James E. Shields	 


      

       

      
        	
                 
      

              	
                Name: 
      James E. Shields

              


      

       

      
        	
                 
      

              	
                Title: 
      Vice President and Treasurer

              


      

       

      CELANESE
US HOLDINGS LLC

       

      
        	
              	
                By:

              	 /s/ James E. Shields	 


         

        
          	
                   
      

                	
                  Name: 
      James E. Shields

                


        

         

        
          	
                   
      

                	
                  Title: 
      Vice President and Treasurer

                


        

         

      

      CELANESE
AMERICAS CORPORATION

      
        	
              	
                 

                By:

              	
                 

                /s/ James E. Shields

              	 


         

        
          	
                   
      

                	
                  Name: 
      James E. Shields

                


        

         

        
          	
                   
      

                	
                  Title: 
      Vice President and Treasurer

                


        

         
                         BCP CRYSTAL US 2
L.L.C.

      
         

        
          	
                	
                  By:

                	 /s/ James E. Shields	 


           

          
            	
                     
      

                  	
                    Name: 
      James E. Shields

                  


          

           

          
            	
                     
      

                  	
                    Title: 
      Vice President and Treasurer

                  


          

           

          
             

            CELANESE
ACETATE LLC

             

            
               

              
                	
                      	
                        By:

                      	 /s/ James E. Shields	 


                 

                
                  	
                           
      

                        	
                          Name: 
      James E. Shields

                        


                

                 

                
                  	
                           
      

                        	
                          Title: 
      Vice President and Treasurer

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

      CELANESE
CHEMICALS, INC.

       

      
        
          	
                	
                  By:

                	 /s/ James E. Shields	 


           

          
            	
                     
      

                  	
                    Name: 
      James E. Shields

                  


          

           

          
            	
                     
      

                  	
                    Title: 
      Vice President and
Treasurer

                  


          

        

      

       

      CELANESE
HOLDINGS, INC.

       

      
         

        
          
            	
                  	
                    By:

                  	 /s/ James E. Shields	 


             

            
              	
                       
      

                    	
                      Name: 
      James E. Shields

                    


            

             

            
              	
                       
      

                    	
                      Title: 
      Vice President and
Treasurer

                    


            

          

        

      

       

      CELANESE
INTERNATIONAL CORPORATION

       

      
         

        
          
            	
                  	
                    By:

                  	 /s/ James E. Shields	 


             

            
              	
                       
      

                    	
                      Name: 
      James E. Shields

                    


            

             

            
              	
                       
      

                    	
                      Title: 
      Vice President and
Treasurer

                    


            

          

        

      

       

      CELANESE
LTD. (Texas)

       

      
         

        
           

          
            
              	
                    	
                      By:

                    	 /s/ James E. Shields	 


               

              
                	
                         
      

                      	
                        Name: 
      James E. Shields

                      


              

               

              
                	
                         
      

                      	
                        Title: 
      Vice President and Treasurer

                        Celanese International Corporation,

                        General Partner of Celanese
Ltd.

                      


              

            

          

        

         

      

      CELANESE
OVERSEAS CORPORATION

      
        
           

          
            
              	
                    	
                      By:

                    	 /s/ James E. Shields	 


               

              
                	
                         
      

                      	
                        Name: 
      James E. Shields

                      


              

               

              
                	
                         
      

                      	
                        Title: 
      Vice President and
Treasurer

                      


              

            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      CELANESE
PIPE LINE COMPANY (Texas)

      
        
           

          
            
              	
                    	
                      By:

                    	 /s/ James E. Shields	 


               

              
                	
                         
      

                      	
                        Name: 
      James E. Shields

                      


              

               

              
                	
                         
      

                      	
                        Title: 
      Vice President and
Treasurer

                      


              

            

          

        

      

       

      CELTRAN,
INC.

       

      
        
          
             

            
              
                	
                      	
                        By:

                      	 /s/ James E. Shields	 


                 

                
                  	
                           
      

                        	
                          Name: 
      James E. Shields

                        


                

                 

                
                  	
                           
      

                        	
                          Title: 
      Vice President and
Treasurer

                        


                

              

            

          

        

      

      


       

      CNA
FUNDING LLC

      
        
          
            
               

              
                
                  	
                        	
                          By:

                        	 /s/ James E. Shields	 


                   

                  
                    	
                             
      

                          	
                            Name: 
      James E. Shields

                          


                  

                   

                  
                    	
                             
      

                          	
                            Title: 
      Vice President and
Treasurer

                          


                  

                

              

            

          

        

        
                    CNA HOLDINGS,
INC.

      

       

      
        
          
            
               

              
                
                  	
                        	
                          By:

                        	 /s/ James E. Shields	 


                   

                  
                    	
                             
      

                          	
                            Name: 
      James E. Shields

                          


                  

                   

                  
                    	
                             
      

                          	
                            Title: 
      Vice President and
Treasurer

                          


                  

                

              

            

          

        

        
                    FKAT LLC

      

       

      
        
          
            
               

              
                
                  	
                        	
                          By:

                        	 /s/ James E. Shields	 


                   

                  
                    	
                             
      

                          	
                            Name: 
      James E. Shields

                          


                  

                   

                  
                    	
                             
      

                          	
                            Title: 
      Vice President and
Treasurer

                          


                  

                

              

            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

                            KEP AMERICAS ENGINEERING
PLASTICS, LLC

         

        
          
            
              
                
                  
                    	
                          	
                            By:

                          	 /s/ James E. Shields	 


                     

                    
                      	
                               
      

                            	
                              Name: 
      James E. Shields

                            


                    

                     

                    
                      	
                               
      

                            	
                              Title: 
      Vice President and
Treasurer

                            


                    

                  

                

              

            

          

        

         

                            TICONA LLC

      

      
         

        
          
            
              
                
                  
                    	
                          	
                            By:

                          	 /s/ James E. Shields	 


                     

                    
                      	
                               
      

                            	
                              Name: 
      James E. Shields

                            


                    

                     

                    
                      	
                               
      

                            	
                              Title: 
      Vice President and
Treasurer

                            


                    

                  

                

              

            

          

        

                                

                            TICONA POLYMERS,
INC.

        
          
             

            
              
                
                  
                    
                      
                        	
                              	
                                By:

                              	 /s/ James E. Shields	 


                         

                        
                          	
                                   
      

                                	
                                  Name: 
      James E. Shields

                                


                        

                         

                        
                          	
                                   
      

                                	
                                  Title: 
      Vice President and Treasurer

                                


                       

                      

                    

                  

                

              

            

          

        

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
                    CELANESE FIBERS OPERATIONS,
LTD

           

        

      

      
        	
                 
      

              	
                By:

              	 /s/ Christopher Gannon	 


      

       

      
        	
                 
      

              	
                Name:
      Christopher Gannon

              


      

       

      
        	
                 
      

              	
                Title: 
      Vice President and Secretary

              


      

       

                               TICONA FORTRON INC.

         

        
          
            
              
                
                  
                    	
                          	
                            By:

                          	 /s/ Christopher Gannon	 


                     

                    
                      	
                               
      

                            	
                              Name: 
      Christopher Gannon

                            


                    

                     

                    
                      	
                               
      

                            	
                              Title: 
      Vice President and
Secretary

                            


                    

                  

                

              

            

          

           

        

      

       

                               TICONA GUR SERVICES,
INC.

      
        	
                 
      

              	
                By:

              	 /s/ Christopher Gannon	 


      

       

      
        	
                 
      

              	
                Name: 
      Christopher Gannon

              


      

       

      
        	
                 
      

              	
                Title: 
      Vice President and Secretary

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      DEUTSCHE
BANK AG, NEW YORK BRANCH,

       

        as
Collateral Agent

       

      
        	
                 
      

              	
                By:

              	 /s/ Evelyn Thierry	 


      

       

      
        	
                 
      

              	
                Name:
      Evelyn Thierry

              


      

       

      
        	
                 
      

              	
                Title:
      Vice President

              


      

       

      
        	
                 
      

              	
                By:

              	 /s/ Omayra Laucella	 


      

       

      
        	
                 
      

              	
                Name: Omayra
      Laucella

              


      

       

      
        	
                 
      

              	
                Title:
      Vice President

              


      

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule I
to

       

      the
Guarantee and

       

      Collateral
Agreement

       

      Subsidiary
Parties

       

      


      BCP
Crystal US 2 LLC

      Celanese
Acetate LLC

      Celanese
Chemicals, Inc.

      Celanese
Fibers Operations, Ltd.

      Celanese
Holdings, Inc.

      Celanese
International Corporation

      Celanese
Ltd.

      Celanese
Overseas Corporation

      Celanese
Pipe Line Company

      Celtran,
Inc.

      CNA
Funding LLC

      CNA
Holdings, Inc.

      FKAT
LLC

      KEP
America Engineering Plastics, LLC

      Ticona
Fortron Inc.

      Ticona
GUR Services, Inc.

      Ticona
LLC

      Ticona
Polymers, Inc.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule II
to

       

      the
Guarantee and

       

      Collateral
Agreement

       

      EQUITY INTERESTS & DEBT
SECURITIES

       

      See
Attached

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
        	
                Issuer

                 

                 

              	
                Holder

              	
                %
      Required to

                be
      Pledged

                (Number
      of

                Shares
      Pledged)

              	
                Jurisdiction

              	
                Notes

              
	 
      	 
      	 
      	 
      	 
      
	
                Celanese
      US Holdings
      LLC

              	
                Celanese
      Holdings LLC

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                Celanese
      Americas Corp

              	
                Celanese
      US Holdings LLC

              	
                100%
      (3,000,000-A) (7,501,130)

              	
                 

                Delaware

              	 
      
	
                BCP
      Crystal US 2 LLC

              	
                Celanese
      US Holdings LLC

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                Celanese
      Caylux Holdings Ltd

              	
                Celanese
      US Holdings LLC

              	
                66%

              	
                Luxembourg

              	
                No
      Certificate

              
	
                BCP
      Crystal (Cayman) Ltd 1

              	
                Celanese
      US Holdings LLC

              	
                66%

              	
                Cayman

              	
                No
      Certificate

              
	
                Celanese
      (China) Holding Co. Ltd.

              	
                Celanese
      US Holdings LLC

              	
                66%

              	
                China

              	
                No
      Certificate

              
	
                Celanese
      Caylux Holdings

                Luxembourg
      SCA

              	
                Celanese
      U.S. Holdings LLC

              	
                66%

              	
                Luxembourg

              	
                No
      Certificate

              
	
                CNA
      Holdings Inc.

              	
                Celanese
      Americas Corpo.

              	
                100%
      (10,000)

              	
                Delaware

              	 
      
	
                Celanese
      Emulsions Ltd

              	
                Celanese
      Americas Corpo.

              	
                66%

              	
                United
      Kingdom

              	
                No
      Certificate

              
	
                Celanese
      Emulsions BV

              	
                Celanese
      Americas Corpo.

              	
                66%

              	
                Netherlands

              	
                No
      Certificate

              
	
                Celanese
      Holdings Inc.

              	
                Celanese
      Holdings Inc.

              	
                100%
      (1)

              	
                Delaware

              	 
      
	
                Ticona
      LLC

              	
                Celanese
      Holdings Inc

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                Celanese
      Advanced Materials, Inc.

              	
                Celanese
      Holdings Inc

              	
                100%

              	
                [US]

              	 
      
	
                FKAT
      LLC

              	
                Celanese
      Holdings Inc

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                Grupo
      Celanese SA

              	
                CNA
      Holdings Inc., Celanese Americas Corp

              	
                [66]%
      (419,934,930)/[11.61]% (71,031,079)

              	
                Mexico

              	 
      
	
                Celanese
      Oversees Corporation

              	
                CNA
      Holdings Inc.

              	
                100%
      (2,500)

              	
                Delaware

              	 
      
	
                KEP
      America Engineering Plasticas, LLC

              	
                CNA
      Holdings Inc.

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                Ticona
      Fortron, Inc.

              	
                CNA
      Holdings Inc.

              	
                100%

              	
                Delaware

              	 
      
	
                Elwood
      Insurance Ltd.

              	
                CNA
      Holdings Inc.

              	
                66%
      (100,750)

              	
                Bermuda

              	 
      
	
                Celanese
      Acetate LLC

              	
                CNA
      Holdings Inc.

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                Celanese
      Venezuela S.A.

              	
                CNA
      Holdings Inc.

              	
                66%

              	
                Venezuela

              	
                No
      Certificate

              
	
                Celanese
      do Brazil Ltda

              	
                CAN
      Holdings Inc., Celanese International Corp.

              	
                66%11.1%

              	
                Brazil

              	
                No
      Certificate

              
	
                Celanese
      International Corporation

              	
                Celanese
      Holdings Inc.

              	
                100%
      (1)

              	
                Delaware

              	 
      
	
                Ticona
      GUR Services, Inc.

              	
                Celanese
      Holdings Inc.

              	
                100%
      (1)

              	
                Brazil

              	 
      
	
                Celanese
      Chemicals Inc.

              	
                Celanese
      Holdings Inc.

              	
                100%
      (1)

              	
                Delaware

              	 
      
	
                US
      Pet Film, Inc.

              	
                Celanese
      Holdings Inc.

              	
                100%
      (1)

              	
                Delaware

              	 
      
	
                Tendora
      Tercera de Toluca s. de C.V.

              	
                FKAT
      LLC

              	
                66%

              	
                Mexico

              	
                No
      Certificate

              
	
                Fortron
      Industries LLC

              	
                Ticone
      Fortron Inc.

              	
                100%

              	
                [US]

              	
                No
      Certificate

              
	
                Celanese
      SA

              	
                Celanese
      Acetate LLC

              	
                66%
      (64,999)

              	 
      	 
      
	
                Amcel
      International Co. Inc.

              	
                Celanese
      Acetate LLC

              	
                100%
      (12,000)

              	 
      	 
      
	
                Celanese
      Fibers Operations LTD

              	
                Celanese
      Acetate LLC

              	
                100%
      (100)

              	 
      	 
      
	
                Celanese
      Far East Ltd

              	
                Celanese
      Acetate LLC

              	
                66%
      (1,299)

              	 
      	 
      
	
                Celanese
      Argentine S.A.

              	
                Celanese
      International Corporation; Celanese Chemicals Inc.

              	
                65%
      (3,900/6,000) / 65% (3,900/6,000)

              	
                Argentina

              	 
      
	
                Celtran,
      Inc.

              	
                Celanese
      International Corporation

              	
                100%
      (1,000)

              	
                Delaware

              	 
      
	
                Celanese
      Japan Limited

              	
                Celanese
      International Corporation

              	
                66%

              	
                Japan

              	
                No
      Certificate

              
	
                Celanese
      Korea Chusilk Hoesa

              	
                Celanese
      International Corporation

              	
                66%

              	
                Korea

              	
                No
      Certificate

              
	
                Celanese,
      Ltd.

              	
                Ticona
      GUR Services, Inc.

              	
                100%

              	
                Texas

              	
                No
      Certificate

              
	
                Celanese
      Pipeline Company

              	
                Celanese
      Chemicals Inc.

              	
                100%(500)

              	
                Texas

              	 
      
	
                177461
      Canada Inc.

              	
                Celanese
      Chemicals Inc.

              	
                66%(2,210)

              	
                Canada

              	 
      
	
                Ticona
      Polymers, Inc.

              	
                Celanese
      Chemicals Inc.

              	
                100%(1,000)

              	
                Delaware

              	 
      
	
                Ticona
      Services Inc.

              	
                Ticona
      Polymers, Inc.

              	
                100%
      (1)

              	
                Delaware

              	 
      
	
                CNA
      Funding LLC

              	
                Ticona
      Polymers, Inc.

              	
                100%

              	
                Delaware

              	
                No
      Certificate

              
	
                HNA
      Acquisition Corp.

              	
                Celanese
      Overseas Corporation

              	
                [
      ]% (405,315,793-A) & (405,315,793 – B) (6,696725 – A) & (6,696,725
      – B)

              	
                Canada

              	 
      
	
                EOCOM
      Inc

              	
                CNA
      Holdings Inc.

              	
                100%
      (10)

              	
                Delaware

              	 
      
	
                Ticona
      Fortron

              	
                Hoechst
      Celanese Corporation

              	
                100%(100)

              	
                Delaware

              	 
      
	
                Tincona
      Polymers Finco, Inc.

              	
                Ticona
      Polymers, Inc.

              	
                100%(1)

              	
                Delaware

              	 
      
	
                Ticona
      Celstran, Inc.

              	
                Hoechst
      Celanese Corporation

                Celanese
      Engineering Resins, Inc.

              	
                100%
      (2995,203), (186,711), (2,661), (34,707), (317,406),
    (15,393)

              	
                Minnesota

              	
                This
      entity is now Ticona Polymers Inc.

              
	
                Global
      Intercompany Note

              	 
      	
                100%

              	 
      	 
      


      




      **Bold
text indicates stock certificates already in the possession of the Collateral
Agent.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      COPYRIGHTS OWNED BY CELANESE
ACETATE LLC

       

       

      Any and
all copyrightable works owned by CELANESE ACETATE LLC, including without
limitation, any and all computer software programs.

       

      GRANTOR                                           TITLE                                                                           REGISTRATION
NO.

      
        	
                Celanese
      Acetate, LLC

              	
                SmokeSignals,
      the science of cigarette filtration.

              	
                TX
      4-987-849

              
	
                Celanese
      Acetate, LLC

              	
                Complete
      textile glossary.

              	
                TX
      5-229-799

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      COPYRIGHTS OWNED BY CNA
HOLDINGS, INC.

       

      Any and
all copyrightable works owned by CNA HOLDINGS, INC. (f/k/a CELANESE
CORPORATION), including without limitation, any and all computer software
programs.

      


      GRANTOR                                           TITLE                                                                           REGISTRATION
NO.

      
        	
                CNA
      Holdings, Inc.

              	
                Beginner’s
      guide to the universe of the VAX.

              	
                TX
      2-013-755

              
	
                CNA
      Holdings, Inc

              	
                Blackwell
      data base language I.

              	
                TXu
      37-712

              
	
                CNA
      Holdings, Inc

              	
                Graphics
      productivity option program description/operations manual.

              	
                TX
      1-115-485

              
	
                CNA
      Holdings, Inc

              	
                Interactive
      graphics.

              	
                TXu
      77-540

              
	
                CNA
      Holdings, Inc

              	
                Text
      of computer program.

              	
                TXu
      242-566

              
	
                CNA
      Holdings, Inc

              	
                The
      Bear fact is safety is no accident!

              	
                VAu
      29-310

              
	
                CNA
      Holdings, Inc

              	
                Celanese
      meridian award.

              	
                VA
      183-420

              
	
                CNA
      Holdings, Inc

              	
                Save
      your breath.

              	
                PAu
      355-191

              
	
                CNA
      Holdings, Inc

              	
                Text
      productivity option.

              	
                TXu
      99-056

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      COPYRIGHTS OWNED BY CELANESE
LTD.

       

       

      Any and
all copyrightable works owned by CELANESE LTD., including without limitation,
any and all computer software programs.

       

      
        	
                Grantor

              	
                Title

              	
                Registration
      No.

              	 
      
	
                Celanese,
      Ltd.

              	
                HON
      monitoring system user’s manual: environmental data management system:
      HONMON release 2.1.1.

              	
                TXu
      893-997

              
	
                Celanese,
      Ltd.

              	
                HON
      monitoring program developer’s notes – Environmental data management
      system HONMON: release 2.1.1.

              	
                TXu
      894-561

              
	
                Celanese,
      Ltd.

              	
                HON
      monitoring system software.

              	
                TXu
      911-508

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      COPYRIGHTS OWNED BY CNA
HOLDINGS, INC.

       

       

      Any and
all copyrightable works owned by CNA HOLDINGS, INC., including without
limitation, any and all computer software programs.

       

      
        	 	
                Grantor

              	
                Title

              	
                Registration
      No.

              
	 	
                CNA
      Holdings, Inc.

              	
                The
      Heat Stress Dragon isn’t a fantasy, it’s a

                killer

              	
                TX-3-316-164

              
	
                CNA
      Holdings, Inc

              	
                DEHSA
      recognition, HCC quality.

              	
                VAu
      231-899

              	 
      
	
                CNA
      Holdings, Inc

              	
                Human
      resources development.

              	
                VAu
      247-845

              	 
      
	
                CNA
      Holdings, Inc

              	
                PCR
      logo.

              	
                VAu
      315-825

              	 
      
	
                CNA
      Holdings, Inc

              	
                [Protecting
      our planet].

              	
                VA
      406-655

              	 
      
	
                CNA
      Holdings, Inc

              	
                Beginner’s
      guide to the universe of the VAX.

              	
                TX
      3-021-226

              	 
      
	
                CNA
      Holdings, Inc

              	
                Material
      safety data sheet MSDS imaging tracking system.

              	
                TXu
      661-829

              	 
      
	
                CNA
      Holdings, Inc

              	
                Cigarette
      filter design.

              	
                TXu
      521-623

              	 
      
	
                CNA
      Holdings, Inc

              	
                Tow
      selection program for cigarette filter design.

              	
                TXu
      598-683

              	 
      
	
                CNA
      Holdings, Inc

              	
                Cigarette
      filter design, version 2.

              	
                TXu
      585-597

              	 
      
	
                CNA
      Holdings, Inc

              	
                S
      core.

              	
                VA
      813-789

              	 
      
	
                CNA
      Holdings, Inc

              	
                Microporous
      hollow fiber Module-Degas design, version 1.1.

              	
                TXu
      703-656

              	 
      
	
                CNA
      Holdings, Inc

              	
                Statistical
      process control for rod making: text of computer program.

              	
                TXu
      565-370

              	 
      
	
                CNA
      Holdings, Inc

              	
                Microporous
      hollow fiber module-Degas design: version 3.0.

              	
                TXu
      733-523

              	 
      
	
                CNA
      Holdings, Inc

              	
                Hoechst
      Celanese Corporation strategic planning guide.

              	
                TXu
      570-360

              	 
      
	
                CNA
      Holdings, Inc

              	
                Testing
      engineering plastics.

              	
                PA
      517-218

              	 
      
	
                CNA
      Holdings, Inc

              	
                Cigarette
      filter rodmaking training and troubleshooting computer software program,
      KDF2/AF2: version 1.0.

              	
                TXu
      738-425

              	 
      
	
                CNA
      Holdings, Inc

              	
                Pillow
      ticking fabric, No. 1.

              	
                RE
      629-234

              	 
      


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      COPYRIGHTS OWNED BY
TICONA
POLYMERS, INC.

       

       

      Any and
all copyrightable works owned by TICONA POLYMERS, INC., including without
limitation, any and all computer software programs.

       

      


       

      
        	
                Grantor

              	
                Title

              	
                Registration
      No.

              
	
                Ticona
      Polymers, Inc.

              	
                1999
      Pentex Binder

              	
                TXu1-142-301

              


      

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      PATENTS OWNED BY TICONA
LLC

       

      U.S. Patent Registrations
& Applications

      


      
        	
                TITLE

              	
                GRANTOR

              	
                NUMBER

              
	
                PROCESS
      FOR PREPARING MOLDED POROUS ARTICLES...

              	
                Ticona
      LLC

              	
                10/640,830

                Still
      pending

              
	
                POLYACETALS
      WITH IMPROVED RESISTANCE  (Now patented)...

              	
                Ticona
      LLC

              	
                6,974,849

              
	
                PROCESS
      FOR PRODUCING AMORPHOUS ANISOTROPIC MELT-FORMING POLYMERS HAVING A HIGH
      DEGREE OF STRETCHABILITY

              	
                Ticona
      LLC

              	
                6,222,000

              
	
                STRETCHABLE
      POLYMERS AND SHAPED ARTICLES PRODUCED BY SAME

              	
                Ticona
      LLC

              	
                6,294,640

              
	
                STABILIZED
      RESIN COMPOSITIONS

              	
                Ticona
      LLC

              	
                6,696,510

              
	
                STRETCHABLE
      LIQUID CRYSTAL POLYMER COMPOSITION

              	
                Ticona
      LLC

              	
                6,666,990

              
	
                ANISOTROPIC
      MELT-FORMING POLYMERS HAVING A HIGH DEGREE OF
    STRETCHABILITY

              	
                Ticona
      LLC

              	
                6,514,611

              
	
                POLYARYLENE
      SULFIDE RESIN COMPOSITION

              	
                Co-owned
      by Ticona LLC and Polyplastics Co., Ltd.

              	
                5,185,392

              
	
                POLYETHYLENE
      RESIN AND POROUS ARTICLES MADE THEREFROM

              	
                Ticona
      LLC

              	
                60/578,005

              
	
                METHODS
      OF MAKING SPUNBONDED FABRICS FROM BLENDS OF POLYPHENYLENE SULFIDE AND A
      POLYOLEFIN

              	
                Ticona
      LLC

              	
                10/858,392

              
	
                METHOD
      FOR MAKING ARTICLES BY COLD COMPACTION MOLDING AND THE MOLDED ARTICLES
      PREPARED THEREBY

              	
                Ticona
      LLC

              	
                10/672,054

              
	
                FUEL
      CONTAINER HAVING CONTIGUOUS UNBONDED POLYACETAL/POLYOLEFIN
      LAYERS

              	
                Ticona
      LLC

              	
                10/776,396

              
	
                HIGH
      GLOSS PET MOLDING COMPOSITION

              	
                Ticona
      LLC

              	
                10/886,733

              
	
                METHOD
      FOR MAKING ARTICLES BY COLD COMPACTION MOLDING AND THE MOLDED ARTICLES
      PREPARED THEREBY

              	
                Ticona
      LLC

              	
                6,846,869

              
	
                POLYACETALS
      WITH IMPROVED RESISTANCE TO BLEACH

              	
                Ticona
      LLC

              	
                6,974,849

              
	
                POLYACETAL
      RESIN COMPOSITION

              	
                Ticona
      LLC

              	
                10/573824

              
	
                LONG-FIBER-REINFORCED
      POLYOLEFIN STRUCTURE, PROCESS FOR ITS PRODUCTION, AND MOLDINGS PRODUCED
      THEREFROM

              	
                Ticona
      LLC

              	
                60/823527

              
	
                METHOD
      OF MEASURING FIBER LENGTH FOR LONG FIBER REINFORCED THERMOPLASTIC
      COMPOSITES

              	
                Ticona
      LLC

              	
                60/825200

              
	
                IMPROVED
      FUEL BARRIER IMPACT MODIFIED PBT FOR FUEL TANKS

              	
                Ticona
      LLC

              	
                11/053245

              
	
                POLYETHER
      ETHER KETONE / POLYPHENYLENE SULFIDE BLEND

              	
                Ticona
      LLC

              	
                US06/41196

              
	
                LOW
      FUEL-PERMEABLE THERMOPLASTIC VESSELS BASED ON
      POLYOXYMETHEYLENE

              	
                Ticona
      LLC

              	
                60/718053

              
	
                POLYETHYLENE
      RESIN AND POROUS ARTICLES MADE THEREFROM

              	
                Ticona
      LLC

              	
                11/596741

              
	
                ELECTRICALLY
      CONDUCTIVE RESIN COMPOUNDS BASED ON POLYOXYMETHYLENE AND HIGHLY STRUCTURED
      CARBON BLACK

              	
                Ticona
      LLC

              	
                11/393322

              
	
                ELECTRICALLY
      CONDUCTIVE RESIN COMPOUNDS BASED ON POLYOXYMETHYLENE AND HIGHLY STRUCTURED
      CARBON BLACK

              	
                Ticona
      LLC

              	
                11/394396

              
	
                HIGH-STRENGTH
      MELTBLOWN POLYESTER WEBS

              	
                Ticona
      LLC

              	
                11/395470

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule III
to

       

      Guarantee
and

       

      Collateral
Agreement

       

      PATENTS OWNED BY CELANESE
ACETATE LLC

       

      U.S. Patent Registrations
& Applications

      


       

      
        	
                1. 

              	
              
	
                Grantor

              	
                Title

              	
                Registered
      Owner

              	
                Registration
      Number

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

              	
                Celanese
      Acetate LLC

              	
                10/672,674

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

              	
                Celanese
      Acetate LLC

              	
                7,076,848

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

              	
                Celanese
      Acetate LLC

              	
                7,181,817

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

              	
                Celanese
      Acetate LLC

              	
                7,103,946

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

              	
                Celanese
      Acetate LLC

              	
                6,983,520

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

              	
                Celanese
      Acetate LLC

              	
                7,107,659

              
	
                Celanese
      Acetate LLC

              	
                NONWOVEN
      ABSORBENT MATERIALS MADE WITH CELLULOSE ESTER CONTAINING BICOMPONENT
      FIBERS

              	
                Celanese
      Acetate LLC

              	
                7,081,423

              
	
                Celanese
      Acetate LLC

              	
                LOCALIZED
      LIQUID ADDITIVE APPLICATOR SYSTEM FOR CONTINUOUS CYLINDRICAL
      PRODUCT

              	
                Celanese
      Acetate LLC

              	
                4,752,348

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      AND DEVICE FOR CONTROL OF BY-PRODUCTS FROM CIGARETTE SMOKE

              	
                Celanese
      Acetate LLC

              	
                4,811,745

              
	
                Celanese
      Acetate LLC

              	
                WATER
      SOLUBLE CELLULOSE ACETATE MICROSPHERES

              	
                Celanese
      Acetate LLC

              	
                4,888,420

              
	
                Celanese
      Acetate LLC

              	
                FILTER
      FOR A SMOKING ARTICLE CONTAINING A FLAVORED HOLLOW FIBER

              	
                Celanese
      Acetate LLC

              	
                4,971,078

              
	
                Celanese
      Acetate LLC

              	
                WATER
      SOLUBLE CELLULOSE ACETATE COMPOSITION HAVING IMPROVED PROCESSABILITY AND
      TENSILE PROPERTIES

              	
                Celanese
      Acetate LLC

              	
                4,983,730

              
	
                Celanese
      Acetate LLC

              	
                NONWOVEN
      FIBROUS WEB FOR TOBACCO FILTER

              	
                Celanese
      Acetate LLC

              	
                5,022,964

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ESTER MICROPARTICLES AND PROCESS FOR MAKING THE SAME

              	
                Celanese
      Acetate LLC

              	
                5,047,180

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ESTER MICROPARTICLES AND PROCESS FOR MAKING THE SAME

              	
                Celanese
      Acetate LLC

              	
                5,064,949

              
	
                Celanese
      Acetate LLC

              	
                PROCESS
      FOR THE PRODUCTION OF CELLULOSE ESTER FIBRETS

              	
                Celanese
      Acetate LLC

              	
                5,175,276

              
	
                Celanese
      Acetate LLC

              	
                POLYMER
      BLEND COMPOSED OF STARCHACETATE AND CELLULOSE ACETATE APPLICABLE TO FORM
      FIBERS, FILMS, PLASTIC

              	
                Celanese
      Acetate LLC

              	
                5,446,140

              
	
                Celanese
      Acetate LLC

              	
                RECYCLING
      CELLULOSE ESTERS FROM THE WASTE FROM CIGARETTE MANUFACTURE

              	
                Celanese
      Acetate LLC

              	
                5,504,119

              
	
                Celanese
      Acetate LLC

              	
                POLYMER
      BLEND COMPOSED OF STARCHACETATE AND CELLULOSE ACETATE APPLICABLE TO FORM
      FIBERS, FILMS, PLASTIC

              	
                Celanese
      Acetate LLC

              	
                5,507,304

              
	
                Celanese
      Acetate LLC

              	
                THERMAL
      BONDING OF WET CELLULOSE BASED FIBERS

              	
                Celanese
      Acetate LLC

              	
                6,224,811

              
	
                Celanese
      Acetate LLC

              	
                AIR
      OPENING JET APPARATUS

              	
                Celanese
      Acetate LLC

              	
                6,253,431

              
	
                Celanese
      Acetate LLC

              	
                RECOVERY
      OF VOLATILE ORGANIC COMPOUNDS FROM CARBON ADSORPTION BEDS

              	
                Celanese
      Acetate LLC

              	
                6,458,185

              
	
                Celanese
      Acetate LLC

              	
                APPARATUS,
      METHOD AND SYSTEM FOR AIR OPENING OF TEXTILE TOW AND OPEN TEXTILE TOW
      PRODUCED THEREFROM

              	
                Celanese
      Acetate LLC

              	
                6,543,106

              
	
                Celanese
      Acetate LLC

              	
                A
      STUFFER BOX CRIMPER AND A METHOD FOR CRIMPING

              	
                Celanese
      Acetate LLC

              	
                7,152,288

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – IC ROLLERS

              	
                Celanese
      Acetate LLC

              	
                10/876942

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – CERAMIC ROLLERS

              	
                Celanese
      Acetate LLC

              	
                10/877800

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME - STEAM

              	
                Celanese
      Acetate LLC

              	
                10/877948

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – EDGE LUB

              	
                Celanese
      Acetate LLC

              	
                10/877788

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – PLASTICIZER

              	
                Celanese
      Acetate LLC

              	
                10/877799

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME - COMBO

              	
                Celanese
      Acetate LLC

              	
                10/877947

              
	
                Celanese
      Acetate LLC

              	
                CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME - PRODUCT

              	
                Celanese
      Acetate LLC

              	
                6,924,029

              
	
                Celanese
      Acetate LLC

              	
                APPARATUS
      FOR TOW OPENING

              	
                Celanese
      Acetate LLC

              	
                10/941716

              
	
                Celanese
      Acetate LLC

              	
                APPARATUS
      FOR TOW OPENING

              	
                Celanese
      Acetate LLC

              	
                10/941,716

              
	
                Celanese
      Acetate LLC

              	
                A
      FIBER BALE AND METHOD OF PRODUCING SAME

              	
                Celanese
      Acetate LLC

              	
                11/125,001

              
	
                Celanese
      Acetate LLC

              	
                PREPARATION
      OF WOOD PULPS WITH CAUSTIC PRETREATMENT FOR USE IN THE MANUFACTURE OF
      CELLULOSE ACETATES AND OTHER...

              	
                Celanese
      Acetate LLC

              	
                11/155,133

              
	
                Celanese
      Acetate LLC

              	
                MANUFACTURE
      OF CELLULSOE ESTER FILAMENTS; LUBRICATION IN THE SPINNING
      CABINET

              	
                Celanese
      Acetate LLC

              	
                11/388,455

              
	
                Celanese
      Acetate LLC

              	
                MANUFACTURE
      OF CELLULOSE ESTERS; RECYCLE OF CAUSTIC AND/OR ACID FROM PRE-TREATMENT OF
      PULP

              	
                Celanese
      Acetate LLC

              	
                11/332,741

              
	
                Celanese
      Acetate LLC

              	
                STARCH
      ESTERS, METHODS OF MAKING SAME, AND ARTICLES MADE
THEREFROM

              	
                Celanese
      Acetate LLC

              	
                11/611,992

              
	
                Celanese
      Acetate LLC

              	
                A
      METHOD OF MAKING CELLULOSE ESTER POLYMER AND PRETREATING CELLULOSE FOR THE
      MANUFACTURE OF CELLULOSE ESTER POLYMER

              	
                Celanese
      Acetate LLC

              	
                11/566,250

              
	
                Celanese
      Acetate LLC

              	
                WOUND
      CARE PRODUCT MADE FROM BULKED FILAMENT TOW

              	
                Celanese
      Acetate LLC

              	
                11/559,507

              
	
                Celanese
      Acetate LLC

              	
                METHOD
      FOR PRODUCING A FIBER BALE

              	
                Celanese
      Acetate LLC

              	
                60/892,959

              


      

      	
              Grantor

            	
              Title

            	
              Registered
      Owner

            	
              Registration
      Number

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

            	
              Celanese
      Acetate LLC

            	
              10/672,674

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

            	
              Celanese
      Acetate LLC

            	
              7,076,848

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

            	
              Celanese
      Acetate LLC

            	
              7,181,817

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

            	
              Celanese
      Acetate LLC

            	
              7,103,946

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

            	
              Celanese
      Acetate LLC

            	
              6,983,520

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND APPARATUS FOR MAKING AN ABSORBENT COMPOSITE

            	
              Celanese
      Acetate LLC

            	
              7,107,659

            
	
              Celanese
      Acetate LLC

            	
              NONWOVEN
      ABSORBENT MATERIALS MADE WITH CELLULOSE ESTER CONTAINING BICOMPONENT
      FIBERS

            	
              Celanese
      Acetate LLC

            	
              7,081,423

            
	
              Celanese
      Acetate LLC

            	
              LOCALIZED
      LIQUID ADDITIVE APPLICATOR SYSTEM FOR CONTINUOUS CYLINDRICAL
      PRODUCT

            	
              Celanese
      Acetate LLC

            	
              4,752,348

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      AND DEVICE FOR CONTROL OF BY-PRODUCTS FROM CIGARETTE SMOKE

            	
              Celanese
      Acetate LLC

            	
              4,811,745

            
	
              Celanese
      Acetate LLC

            	
              WATER
      SOLUBLE CELLULOSE ACETATE MICROSPHERES

            	
              Celanese
      Acetate LLC

            	
              4,888,420

            
	
              Celanese
      Acetate LLC

            	
              FILTER
      FOR A SMOKING ARTICLE CONTAINING A FLAVORED HOLLOW FIBER

            	
              Celanese
      Acetate LLC

            	
              4,971,078

            
	
              Celanese
      Acetate LLC

            	
              WATER
      SOLUBLE CELLULOSE ACETATE COMPOSITION HAVING IMPROVED PROCESSABILITY AND
      TENSILE PROPERTIES

            	
              Celanese
      Acetate LLC

            	
              4,983,730

            
	
              Celanese
      Acetate LLC

            	
              NONWOVEN
      FIBROUS WEB FOR TOBACCO FILTER

            	
              Celanese
      Acetate LLC

            	
              5,022,964

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ESTER MICROPARTICLES AND PROCESS FOR MAKING THE SAME

            	
              Celanese
      Acetate LLC

            	
              5,047,180

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ESTER MICROPARTICLES AND PROCESS FOR MAKING THE SAME

            	
              Celanese
      Acetate LLC

            	
              5,064,949

            
	
              Celanese
      Acetate LLC

            	
              PROCESS
      FOR THE PRODUCTION OF CELLULOSE ESTER FIBRETS

            	
              Celanese
      Acetate LLC

            	
              5,175,276

            
	
              Celanese
      Acetate LLC

            	
              POLYMER
      BLEND COMPOSED OF STARCHACETATE AND CELLULOSE ACETATE APPLICABLE TO FORM
      FIBERS, FILMS, PLASTIC

            	
              Celanese
      Acetate LLC

            	
              5,446,140

            
	
              Celanese
      Acetate LLC

            	
              RECYCLING
      CELLULOSE ESTERS FROM THE WASTE FROM CIGARETTE MANUFACTURE

            	
              Celanese
      Acetate LLC

            	
              5,504,119

            
	
              Celanese
      Acetate LLC

            	
              POLYMER
      BLEND COMPOSED OF STARCHACETATE AND CELLULOSE ACETATE APPLICABLE TO FORM
      FIBERS, FILMS, PLASTIC

            	
              Celanese
      Acetate LLC

            	
              5,507,304

            
	
              Celanese
      Acetate LLC

            	
              THERMAL
      BONDING OF WET CELLULOSE BASED FIBERS

            	
              Celanese
      Acetate LLC

            	
              6,224,811

            
	
              Celanese
      Acetate LLC

            	
              AIR
      OPENING JET APPARATUS

            	
              Celanese
      Acetate LLC

            	
              6,253,431

            
	
              Celanese
      Acetate LLC

            	
              RECOVERY
      OF VOLATILE ORGANIC COMPOUNDS FROM CARBON ADSORPTION BEDS

            	
              Celanese
      Acetate LLC

            	
              6,458,185

            
	
              Celanese
      Acetate LLC

            	
              APPARATUS,
      METHOD AND SYSTEM FOR AIR OPENING OF TEXTILE TOW AND OPEN TEXTILE TOW
      PRODUCED THEREFROM

            	
              Celanese
      Acetate LLC

            	
              6,543,106

            
	
              Celanese
      Acetate LLC

            	
              A
      STUFFER BOX CRIMPER AND A METHOD FOR CRIMPING

            	
              Celanese
      Acetate LLC

            	
              7,152,288

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – IC ROLLERS

            	
              Celanese
      Acetate LLC

            	
              10/876942

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – CERAMIC ROLLERS

            	
              Celanese
      Acetate LLC

            	
              10/877800

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME - STEAM

            	
              Celanese
      Acetate LLC

            	
              10/877948

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – EDGE LUB

            	
              Celanese
      Acetate LLC

            	
              10/877788

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME – PLASTICIZER

            	
              Celanese
      Acetate LLC

            	
              10/877799

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME - COMBO

            	
              Celanese
      Acetate LLC

            	
              10/877947

            
	
              Celanese
      Acetate LLC

            	
              CELLULOSE
      ACETATE TOW AND METHOD OF MAKING SAME - PRODUCT

            	
              Celanese
      Acetate LLC

            	
              6,924,029

            
	
              Celanese
      Acetate LLC

            	
              APPARATUS
      FOR TOW OPENING

            	
              Celanese
      Acetate LLC

            	
              10/941716

            
	
              Celanese
      Acetate LLC

            	
              APPARATUS
      FOR TOW OPENING

            	
              Celanese
      Acetate LLC

            	
              10/941,716

            
	
              Celanese
      Acetate LLC

            	
              A
      FIBER BALE AND METHOD OF PRODUCING SAME

            	
              Celanese
      Acetate LLC

            	
              11/125,001

            
	
              Celanese
      Acetate LLC

            	
              PREPARATION
      OF WOOD PULPS WITH CAUSTIC PRETREATMENT FOR USE IN THE MANUFACTURE OF
      CELLULOSE ACETATES AND OTHER...

            	
              Celanese
      Acetate LLC

            	
              11/155,133

            
	
              Celanese
      Acetate LLC

            	
              MANUFACTURE
      OF CELLULSOE ESTER FILAMENTS; LUBRICATION IN THE SPINNING
      CABINET

            	
              Celanese
      Acetate LLC

            	
              11/388,455

            
	
              Celanese
      Acetate LLC

            	
              MANUFACTURE
      OF CELLULOSE ESTERS; RECYCLE OF CAUSTIC AND/OR ACID FROM PRE-TREATMENT OF
      PULP

            	
              Celanese
      Acetate LLC

            	
              11/332,741

            
	
              Celanese
      Acetate LLC

            	
              STARCH
      ESTERS, METHODS OF MAKING SAME, AND ARTICLES MADE
THEREFROM

            	
              Celanese
      Acetate LLC

            	
              11/611,992

            
	
              Celanese
      Acetate LLC

            	
              A
      METHOD OF MAKING CELLULOSE ESTER POLYMER AND PRETREATING CELLULOSE FOR THE
      MANUFACTURE OF CELLULOSE ESTER POLYMER

            	
              Celanese
      Acetate LLC

            	
              11/566,250

            
	
              Celanese
      Acetate LLC

            	
              WOUND
      CARE PRODUCT MADE FROM BULKED FILAMENT TOW

            	
              Celanese
      Acetate LLC

            	
              11/559,507

            
	
              Celanese
      Acetate LLC

            	
              METHOD
      FOR PRODUCING A FIBER BALE

            	
              Celanese
      Acetate LLC

            	
              60/892,959

            


    

     

    
    

     
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule III
to

     

    Guarantee
and

     

    Collateral
Agreement

     

    PATENTS OWNED BY CELANESE
INTERNATIONAL CORPORATION

     

    U.S. Patent Registrations
& Applications

    


    
      	
              TITLE

            	
              GRANTOR

            	
              REGISTRATION
      NUMBER

            
	
              WAXLESS
      POLYVINYL ALCOHOL SIZE COMPOSITION

            	
              Celanese
      International Corporation

            	
              4,845,140

            
	
              HYDROFORMYLATION
      OF AUQUEOUS FORMALDEHYDE USING A

            	
              Celanese
      International Corporation

            	
              4,847,423

            
	
              COPOLYMERS
      OF VINYL ALCOHOL AND FLUORINE-CONTAINING ACRYLATE MONOMERS

            	
              Celanese
      International Corporation

            	
              4,851,472

            
	
              PROCESS
      FOR MAKING 1,3-DIOLS FROM EPOXIDES

            	
              Celanese
      International Corporation

            	
              4,873,379

            
	
              PROCESS
      FOR REGENERATING A CARBONYLATION CATALYST SOLUTION T

            	
              Celanese
      International Corporation

            	
              4,894,477

            
	
              ADDITION
      OF HYDROGEN TO CARBON MONOXIDE FEED GAS IN PRODUCIN

            	
              Celanese
      International Corporation

            	
              4,994,608

            
	
              METHANOL
      CARBONYLATION PROCESS

            	
              Celanese
      International Corporation

            	
              5,001,259

            
	
              METHANOL
      CARBONYLATION PROCESS

            	
              Celanese
      International Corporation

            	
              5,026,908

            
	
              EXTRUDABLE
      POLYVINYL ALCOHOL COMPOSITIONS CONTAINING THERMOPLASTIC
      POLYURETHANE

            	
              Celanese
      International Corporation

            	
              5,028,648

            
	
              METHOD
      FOR MAKING EXTRUDABLE POLYVINYL ALCOHOL COMPOSITIONS

            	
              Celanese
      International Corporation

            	
              5,051,222

            
	
              PROCESS
      FOR MAKING 1,3-DIOLS FROM EPOXIDES

            	
              Celanese
      International Corporation

            	
              5,053,562

            
	
              POLYVINYL
      ALCOHOL RESIN SOLUBLE IN HIGH SOLIDS AQUEOUS PAPER COATING COMPOSITIONS
      WITHOUT EXTERNAL HEATING

            	
              Celanese
      International Corporation

            	
              5,057,570

            
	
              EXTRUDABLE
      POLYVINYL ALCOHOL COMPOSITIONS

            	
              Celanese
      International Corporation

            	
              5,137,969

            
	
              METHANOL
      CARBONYLATION PROCESS

            	
              Celanese
      International Corporation

            	
              5,144,068

            
	
              PROCESS
      FOR ACETIC ACID PREPARATION & HETEROGENOUS CATALYST

            	
              Celanese
      International Corporation

            	
              5,155,261

            
	
              PURIFICATION
      OF ACETIC ACID WITH OZONE

            	
              Celanese
      International Corporation

            	
              5,155,265

            
	
              PURIFICATION
      OF ACETIC ACID WITH OZONE

            	
              Celanese
      International Corporation

            	
              5,155,266

            
	
              PURIFICATION
      OF ACETIC ACID WITH OZONE

            	
              Celanese
      International Corporation

            	
              5,202,481

            
	
              EXTRUDABLE
      POLYVINYL ALCOHOL COMPOSITIONS CONTAINING THERMOPLASTIC POLYETHYLENE
      OXIDE

            	
              Celanese
      International Corporation

            	
              5,206,278

            
	
              POLYMERIC
      CARBONYLATION CATALYST SYSTEM

            	
              Celanese
      International Corporation

            	
              5,281,359

            
	
              SEPARATION
      OF AZEOTROPES IN POLY(VINYL ALCOHOL) PROCESS

            	
              Celanese
      International Corporation

            	
              5,292,804

            
	
              REMOVAL
      OF HALIDE IMPURITIES FROM ORGANIC LIQUIDS

            	
              Celanese
      International Corporation

            	
              5,300,685

            
	
              VINYL
      ACETATE CATALYST PREPARATION METHOD

            	
              Celanese
      International Corporation

            	
              5,314,858

            
	
              VINYL
      ACETATE CATALYST PREPARATION METHOD

            	
              Celanese
      International Corporation

            	
              5,332,710

            
	
              MODIFIED
      POLYVINYL ALCOHOL AND A SOLID STATE PROCESS FOR MODIFICATION OF POLYVINYL
      ALCOHOL BY FREE RADICAL GRAFTING

            	
              Celanese
      International Corporation

            	
              5,340,874

            
	
              EXTRUDABLE
      POLYVINYL ALCOHOL COMPOSITIONS CONTAINING POLYESTER-POLYETHER BLOCK
      COPOLYMERS

            	
              Celanese
      International Corporation

            	
              5,349,000

            
	
              SOLID
      STATE PROCESS FOR MODIFICATION OF POLYVINYL ALCOHOL USING MICHAEL-TYPE
      ADDITION

            	
              Celanese
      International Corporation

            	
              5,350,801

            
	
              WATER
      SOLUBLE MULTILAYER FILM FOR PACKAGING ALKALINE MATERIALS

            	
              Celanese
      International Corporation

            	
              5,362,532

            
	
              EXTRUDABLE
      POLYVINYL ALCOHOL COMPOSITIONS CONTAINING MODIFIEDSTARCHES

            	
              Celanese
      International Corporation

            	
              5,362,778

            
	
              REMOVAL
      OF CARBONYL IMPURITIES FROM A CARBONYLATION PROCESS

            	
              Celanese
      International Corporation

            	
              5,371,286

            
	
              POLYMERIC
      CARBONYLATION CATALYST SYSTEM

            	
              Celanese
      International Corporation

            	
              5,466,874

            
	
              SURFACE
      SIZING COMPOSITION AND METHOD

            	
              Celanese
      International Corporation

            	
              5,484,509

            
	
              RECOVERY
      OF ACETIC ACID FROM DILUTE AQUEOUS STREAMS FORMED DURING A CARBONYLATION
      PROCESS

            	
              Celanese
      International Corporation

            	
              5,599,976

            
	
              TWO
      STEP GOLD ADDITION METHOD FOR PREPARING A VINYL ACETATE

            	
              Celanese
      International Corporation

            	
              5,691,267

            
	
              PALLADIUM-GOLD
      CATALYST FOR VINYL ACETATE PRODUCTION

            	
              Celanese
      International Corporation

            	
              5,693,586

            
	
              HETEROGENEOUS
      BIMETALLIC PALLADIUM-GOLD CATALYST

            	
              Celanese
      International Corporation

            	
              5,700,753

            
	
              HONEYCOMB
      CATALYST FOR VINYL ACETATE SYNTHESIS

            	
              Celanese
      International Corporation

            	
              5,705,679

            
	
              PROCESS
      FOR MANUFACTURING POLYVINYL ALCOHOL POLYMERS CONTAINING ACETOACETIC ESTER
      GROUPS

            	
              Celanese
      International Corporation

            	
              5,719,231

            
	
              PROCESS
      FOR IMPROVING PRODUCTIVITY OF A CARBONYLATION CATALYST SOLUTION BY
      REMOVING CORROSION METALS

            	
              Celanese
      International Corporation

            	
              5,731,252

            
	
              VINYL
      ACETATE PROCESS UTILIZING A PALLADIUM-GOLD-COPPER CATALYST

            	
              Celanese
      International Corporation

            	
              5,731,457

            
	
              HYDROLYSIS
      OF POLYVINYL ALKANOATES

            	
              Celanese
      International Corporation

            	
              5,753,753

            
	
              REMOVAL
      OF CARBONYLATION IMPURITIES FROM A CARBONYLATION PROCESS
      STREAM

            	
              Celanese
      International Corporation

            	
              5,783,731

            
	
              HONEYCOMB
      CATALYST FOR VINYL ACETATE SYNTHESIS

            	
              Celanese
      International Corporation

            	
              5,854,171

            
	
              VINYL
      ACETATE CATALYST COMPRISING PALLADIUM, GOLD, AND ANY OF CERTAIN THIRD
      METALS

            	
              Celanese
      International Corporation

            	
              5,859,287

            
	
              ADDITION
      OF AMINE TO IMPROVE PARAFORMALDEHYDE

            	
              Celanese
      International Corporation

            	
              5,898,087

            
	
              VINYL
      ACETATE CATALYST COMPRISING METALLIC PALLADIUM AND GOLD, AND CUPRIC
      ACETATE

            	
              Celanese
      International Corporation

            	
              5,948,724

            
	
              VINYL
      ACETATE CATALYST COMPRISING PALLADIUM AND GOLD ON A COPPER CONTAINING
      SUPPORT

            	
              Celanese
      International Corporation

            	
              5,968,869

            
	
              Production
      of vinyl acetate in a catalytic reactor equipped with filter and
      distribution bed

            	
              Celanese
      International Corporation

            	
              6,013,834

            
	
              Vinyl
      acetate catalyst comprising metallic palladium, gold and copper supported
      on a carrier and prepared with potassium aurate

            	
              Celanese
      International Corporation

            	
              6,015,769

            
	
              Vinyl
      acetate catalyst prepared with potassium aurate and comprising metallic
      palladium and gold on a carrier precoated with copper

            	
              Celanese
      International Corporation

            	
              6,017,847

            
	
              VINYL
      ACETATE CATALYST PREPARATION METHOD

            	
              Celanese
      International Corporation

            	
              6,034,030

            
	
              CONTROL
      SYSTEM FOR MULTI-PUMP OPERATION

            	
              Celanese
      International Corporation

            	
              6,045,332

            
	
              NON
      YELLOWING, THERMALLY STABLE POLYVINYL ALCOHOL

            	
              Celanese
      International Corporation

            	
              6,046,272

            
	
              A
      CONTINUOUS PROCESS FOR THE PREPARATION OF POLY(VINYL ACETATE) FOR
      POLY(VINYL ALCOHOL) PRODUCTION

            	
              Celanese
      International Corporation

            	
              6,054,530

            
	
              VINYL
      ACETATE CATALYST COMPRISING PALLADIUM, GOLD, COPPER, ....FOURTH
      METAL

            	
              Celanese
      International Corporation

            	
              6,057,260

            
	
              VINYL
      ACETATE CATALYST COMPRISING PALLADIUM, GOLD, COPPER, ....FOURTH
      METAL

            	
              Celanese
      International Corporation

            	
              6,072,078

            
	
              PIPERIDONE
      FUNCTIONALIZED PLY(VINYL ALCOHOL)

            	
              Celanese
      International Corporation

            	
              6,096,826

            
	
              TREATMENT
      OF A COMPOSITION COMPRISING A TRIMETHYLOLALKANE BIS-MONOLINEAR
      FORMAL

            	
              Celanese
      International Corporation

            	
              6,096,905

            
	
              PREPARATION
      OF HIGH SOLIDS POLY(VINYL ALCOHOL)/WATER SOLUTIONS IN A SINGLE SCREW
      EXTRUDER

            	
              Celanese
      International Corporation

            	
              6,106,756

            
	
              PROCESS
      FOR PRODUCING AMINE FUNCTIONAL DERIVATIVES OF POLY(VINYL
      ALCOHOL)

            	
              Celanese
      International Corporation

            	
              6,107,401

            
	
              VINYL
      ACETATE CATALYST COMPRISING PALLADIUM AND GOLD ON A COPPER CONTAINING
      SUPPORT

            	
              Celanese
      International Corporation

            	
              6,107,514

            
	
              Latex
      Composition Containing a Trimethylolalkane

            	
              Celanese
      International Corporation

            	
              6,110,998

            
	
              Process
      of Recovering Methyl Ethyl Ketone from an Aqueous Mixture

            	
              Celanese
      International Corporation

            	
              6,121,497

            
	
              REMOVAL
      OF ACETALDEHYDE FROM A CARBONYLATION PROCESS STREAM

            	
              Celanese
      International Corporation

            	
              6,143,930

            
	
              ADDITION
      OF IRIDIUM TO THE RHODIUM/INORGANIC IODIDE CATALYST SYSTEM

            	
              Celanese
      International Corporation

            	
              6,211,405

            
	
              Silver
      or Mercury exchanged macroporous organofunctional polysiloxane
      resins

            	
              Celanese
      International Corporation

            	
              6,211,408

            
	
              Method
      of removing organic iodides from organic media

            	
              Celanese
      International Corporation

            	
              6,225,498

            
	
              Process
      for electrochemical oxidation of an aldehyde to an ester

            	
              Celanese
      International Corporation

            	
              6,251,256

            
	
              VINYL
      ACETATE CATALYST COMPRISING METALLIC PALLADIUM AND GOLD, AND CUPRIC
      ACETATE

            	
              Celanese
      International Corporation

            	
              6,274,531

            
	
              Process
      for recovering y-butyrolactone from a mixture of heavy
      organics

            	
              Celanese
      International Corporation

            	
              6,299,736

            
	
              VINYL
      ACETATE CATALYST COMPRISING METALLIC PALLADIUM AND GOLD AND PREPARED
      UTILIZING SONICATION

            	
              Celanese
      International Corporation

            	
              6,303,537

            
	
              RHODIUM/INORGANIC
      IODIDE CATALYST SYSTEM FOR METHANOL CARBONYLATION PROCESS WITH IMPROVED
      IMPURITY PROFILE (H2PP appln)

            	
              Celanese
      International Corporation

            	
              6,303,813

            
	
              TREATMENT
      OF A COMPOSITION COMPRISING A TRIMETHYLOLALKANE BIS-MONOLINEAR
      FORMAL

            	
              Celanese
      International Corporation

            	
              6,316,679

            
	
              RHODIUM
      / INORGANIC IODIDE CATALYST SYSTEM FOR METHANOL CARBONYLATION PROCESS WITH
      IMPROVED IMPURITY PROFILE

            	
              Celanese
      International Corporation

            	
              6,323,364

            
	
              REMOVAL
      OF ACETALDEHYDE FROM A CARBONYLATION PROCESS STREAM

            	
              Celanese
      International Corporation

            	
              6,339,171

            
	
              INK
      JET PAPER COATINGS CONTAINING AMINE FUNCTIONAL MONOMER GRAFTED POLY(VINYL
      ALCOHOL)

            	
              Celanese
      International Corporation

            	
              6,348,256

            
	
              Vinyl
      acetate catalyst comprising metallic palladium and gold prepared with
      potassium aurate.

            	
              Celanese
      International Corporation

            	
              6,350,900

            
	
              SULFONATE-TERMINATED
      OLIGOMERS OF VINYL ESTERS AND THEIR VINYL ALCOHOL OLIGOMERS
      DERIVATIVES

            	
              Celanese
      International Corporation

            	
              6,391,992

            
	
              ETHYLENE
      RECOVERY SYSTEM

            	
              Celanese
      International Corporation

            	
              6,410,817

            
	
              MULTIFUNCTIONAL
      POLY(VINYL ALCOHOL) BINDER FOR FINE PARTICLE SIZE CALCIUM CARBONATE
      PIGMENT

            	
              Celanese
      International Corporation

            	
              6,414,065

            
	
              MULTIFUNCTIONAL
      POLY(VINYL ALCOHOL) BINDER FOR FINE PARTICLE SIZE CALCIUM CARBONATE
      PIGMENT

            	
              Celanese
      International Corporation

            	
              6,441,076

            
	
              Continuous
      Process for Production of Carboxylic Acid Esters of Alkylene Glycol
      Monoalkyl Ethers

            	
              Celanese
      International Corporation

            	
              6,444,842

            
	
              Catalytic
      Composition for Carbonylation Including Iridium and Pyridine
      Polymers

            	
              Celanese
      International Corporation

            	
              6,458,995

            
	
              Ink
      jet printing paper incorporating amine functional poly (Vinyl
      Alcohol)

            	
              Celanese
      International Corporation

            	
              6,485,609

            
	
              Vinyl
      acetate catalyst comprising metallic palladium and gold prepared with
      potassium aurate.

            	
              Celanese
      International Corporation

            	
              6,486,093

            
	
              Production
      of Tertiary Butyl Acetate from MTBE

            	
              Celanese
      International Corporation

            	
              6,593,491

            
	
              Methods
      for reducing entrainment of solids and liquids

            	
              Celanese
      International Corporation

            	
              6,599,348

            
	
              Method
      and apparatus for sequestering entrained and volatile catalyst acetyl
      species in a carbonylation process

            	
              Celanese
      International Corporation

            	
              6,627,770

            
	
              OXIDATION
      TREATMENT OF A RECYCLE STREAM IN PRODUCTION

            	
              Celanese
      International Corporation

            	
              6,667,418

            
	
              Process
      control in production of acetic acid via use of heavy phase ACETYL density
      measurement

            	
              Celanese
      International Corporation

            	
              6,677,480

            
	
              Low
      Energy Carbonylation Process

            	
              Celanese
      Ltd.

            	
              6,657,078

            
	
              PRODUCTION
      OF VINYL ALCOHOL COPOLYMERS

            	
              Celanese
      International Corporation

            	
              6,818,709

               

            
	
              PROCESSES
      FOR PREPARING ORGANIC COMPOUNDS HAVING IMPROVED
      COLOR                  CHARACTERISTICS

            	
              Celanese
      International Corporation

            	
              10/635,983

            
	
              Improved
      PVOH Barrier Performance on Substrates via Curtain Coater
      Technology

            	
              Celanese
      International Corporation

            	
              10/859023

               

            
	
              Microbial
      process for the preparation of acetic acid as well as solvent for its
      extraction from the fermentation broth

            	
              Celanese
      International Corporation (Jointly owned by BRI & CIC)

            	
              6,368,819

            
	
              Removal
      of Permanganate Reducing Compounds from Methanol Carbonylation Process
      Stream

            	
              Celanese
      International Corporation

            	
              10/708,421

            
	
              Control
      Method for Process of Removing Permanganate Reducing Compounds from
      Methanol Carbonylation Process

            	
              Celanese
      International Corporation

            	
              10/708,422

            
	
              Process
      for Producing Acetic Acid

            	
              Celanese
      International Corporation

            	
              10/708,423

            
	
              Removal
      of Permanganate Reducing Compounds from Methanol Carbonylation Process
      Stream

            	
              Celanese
      International Corporation

            	
              10/708,420

            
	
              Process
      for the simultaneous coproduction and purification of ethyl acetate and
      isopropyl acetate

            	
              Celanese
      International Corporation

            	
              6,765,110

            
	
              Multi-spindle
      CNC lathe

            	
              Celanese
      International Corporation

            	
              9/740,360

            
	
              Microbial
      process, and improved solvents useful in the conversion of gases into
      useful products

            	
              Celanese
      International Corporation

            	
              10/053,195

            
	
              Integrated
      process for producing carbonylation acetic acid, acetic anhydride, or
      coproduction of each from a methyl acetate by-product
    stream

            	
              Celanese
      International Corporation

            	
              7,115,772

            
	
              Utilization
      Of Acetic Acid Reaction Heat In Other Process Plants

            	
              Celanese
      International Corporation

            	
              10/802,506

            
	
              Polyvinyl
      Alcohol And Optical Brightener Concentrate

            	
              Celanese
      International Corporation

            	
              10/869,120

            
	
              Substrate
      Coating Compositions and their use

            	
              Celanese
      International Corporation

            	
              10/877,290

            
	
              Co-Production
      Of Acetic Anhydride And Acetic Acid Esters

            	
              Celanese
      International Corporation

            	
              10/920688

            
	
              Fluid
      Loss Concentration for Hydraulic Cement

            	
              Celanese
      International Corporation

            	
              11/196606

            
	
              Production
      of Vinyl Alcohol Copolymers

            	
              Celanese
      International Corporation

            	
              10/946970

            
	
              Corrosion-Resistant
      Ply Bond Adhesives & Products & Processes

            	
              Celanese
      International Corporation

            	
              11/020992

            
	
              Paste
      Solids Measurement in Real Time

            	
              Celanese
      International Corporation

            	
              11/010719

            
	
              Vinyl
      Acetate Hydrogenation to Ethyl Acetate

            	
              Celanese
      International Corporation

            	
              10/988683

            
	
              Methods
      of Making Alkenyl Alkanoates

            	
              Celanese
      International Corporation

            	
              10/993507

            
	
              Production
      Of Vinyl Alcohol Copolymers

            	
              Celanese
      International Corporation

            	
              11/147910

            
	
              Improved
      PVOH Barrier Performance on Substrates

            	
              Celanese
      International Corporation

            	
              11/316188

            
	
              Control
      Method for Process of Removing Permanganate Reducing Compounds from
      Methanol Carbonylation Process

            	
              Celanese
      International Corporation

            	
              11/512025

            
	
              Borate
      Resistant Films

            	
              Celanese
      International Corporation

            	
              11/147831

            
	
              Acetic
      Acid Production Methods Incorporating At Least One Metal Salt As A
      Catalyst Stabilizer

            	
              Celanese
      International Corporation

            	
              7,053,241

            
	
              Method
      of Controlling Acetic Acid Process

            	
              Celanese
      International Corporation

            	
              11/334638

            
	
              Process
      For The Production Of Acetic Acid

            	
              Celanese
      International Corporation

            	
              11/116771

            
	
              Steam
      Generation Apparatus And Method

            	
              Celanese
      International Corporation

            	
              11/264126

            
	
              Paper
      Coating Compositions

            	
              Celanese
      International Corporation

            	
              11/295904

            
	
              Paper
      Coating Composition

            	
              Celanese
      International Corporation

            	
              11/542796

            
	
              Process
      And Apparatus For Improved Methods For Making Vinyl Acetate
      Monomer

            	
              Celanese
      International Corporation

            	
              11/256217

            
	
              Method
      To Purify Poly(Vinyl Alcohol)

            	
              Celanese
      International Corporation

            	
              11/305837

            
	
              Melt-Extruded
      Polyvinyl Alcohol Film With Improved Optical and Olfactory
      Properties

            	
              Celanese
      International Corporation

            	
              60/771809

            
	
              A
      Method And Apparatus For Fuzzy Logic Control Enhancing Advanced Process
      Control Performance

            	
              Celanese
      International Corporation

            	
              11/407610

            
	
              Use
      of Chemical Reaction to Separate Ethylene from Ethane in Ethane-Based
      Processes to Produce Acetic Acid

            	
              Celanese
      International Corporation

            	
              60/765983

            
	
              Integrated
      Process for the Production of Acetic Acid and Vinyl
Acetate

            	
              Celanese
      International Corporation

            	
              60/765985

            
	
              Oxidation
      Catalyst

            	
              Celanese
      International Corporation

            	
              60/771157

            
	
              Use
      of Predehydration Towers in an Ethane Oxidation to Acetic Acid/Ethylene
      Process

            	
              Celanese
      International Corporation

            	
              60/765988

            
	
              Butane
      Absorption System for Vent Control and Ethylene
    Purification

            	
              Celanese
      International Corporation

            	
              60/771124

            
	
              Low
      Foaming PVOH Aerosol Spray Coatings

            	
              Celanese
      International Corporation

            	
              11/358255

            
	
              Method
      for Selectively Oxidizing Ethane to Ethylene

            	
              Celanese
      International Corporation

            	
              US06/16458

            
	
              Polyvinyl
      Alcohol Films With Improved Resistance To Oxidizing
    Chemicals

            	
              Celanese
      International Corporation

            	
              11/415768

            
	
              Process
      for the Reduction of Aldehyde Concentration in a Target
    Stream

            	
              Celanese
      International Corporation

            	
              60/792244

            
	
              Polyvinyl
      Alcohol Fluid Loss Additive with Improved Rheological
      Properties

            	
              Celanese
      International Corporation

            	
              11/452165

            
	
              Fluid
      Loss Additive with Improved Rheological Properties

            	
              Celanese
      International Corporation

            	
              11/452164

            
	
              Method
      of Making a Fibrous Web with Improved Retention of Strength
      Additive

            	
              Celanese
      International Corporation

            	
              60/845574

            
	
              Tape
      Joint Compounds Utilizing Starch Stabilized Emulsions As
      Binders

               

            	
              Celanese
      International Corporation

            	
              4845152

            
	
              Heat
      Resistant Binders

               

            	
              Celanese
      International Corporation

            	
              4892785

            
	
              Neat
      Resistant Acrylic Binders For Nonwovens

               

            	
              Celanese
      International Corporation

            	
              4957806

            
	
              Non-Thermoplastic
      Binder For Use In Processing Textile Articles

               

            	
              Celanese
      International Corporation

            	
              5087487

            
	
              Epoxy
      Modified Core-Shell Latices

               

            	
              Celanese
      International Corporation

            	
              5981627

            
	
              Epoxy
      Modified Core-Shell Latices

               

            	
              Celanese
      International Corporation

            	
              5177122

            
	
              Emulsion
      Binder For Carpet And Carpet Tiles

               

            	
              Celanese
      International Corporation

            	
              5026765

            
	
              Vinyl
      Acetate Polymer With Wet Adhesion

               

            	
              Celanese
      International Corporation

            	
              5208285

            
	
              Eva
      Polymers For Use As Beater Saturants

               

            	
              Celanese
      International Corporation

            	
              5565062

            
	
              Thermolastic,
      Aqueous Latex Paints Having Improved Wet Adhesion And Freeze-Thaw
      Stability

               

            	
              Celanese
      International Corporation

            	
              5399617

            
	
              Amphoteric
      Surfactants And Copolymerizable Amphorteric Surfactants For Use In Latex
      Paint

               

            	
              Celanese
      International Corporation

            	
              5240982

            
	
              Amphoteric
      Surfactants And Copolymerizable Amphoteric Surfactants For Use In Latex
      Paints

               

            	
              Celanese
      International Corporation

            	
              5064888

            
	
              Core-Shell
      Copolymer Emulsions For Flexible Coatings

               

            	
              Celanese
      International Corporation

            	
              5073578

            
	
              Graft
      Polymerization Process Using Microfluidization In An Aqueous Emulsion
      System

               

            	
              Celanese
      International Corporation

            	
              5239008

            
	
              Woodworking
      Adhesive Composition Containing Vinyl Acetate And
      N-(2,2-Dialkoxy-1-Hydroxy) Ethyl Acrylamide

               

            	
              Celanese
      International Corporation

            	
              5278211

            
	
              Formaldehyde-Free
      Crosslinking Emulsion Polymer Systems Based On Vinyl Ester
      Dialkoxyhydroxyethyl Acrylamide Co- And Terpolymers

               

            	
              Celanese
      International Corporation

            	
              5252663

            
	
              Process
      For The Production Of Paper Coating Binders

               

            	
              Celanese
      International Corporation

            	
              5219924

            
	
              N-Allyl-N-Dialkoxyethyl
      Amide Or Amine Monomers

               

            	
              Celanese
      International Corporation

            	
              5177263

            
	
              N-Allyl-N-Dialkoxyethyl
      Amide Or Amine Emulsion Binder For Nonwoven Fabrics

               

            	
              Celanese
      International Corporation

            	
              5187006

            
	
              Emulsion
      Binders Containing Low Residual Formaldehyde And Having Improved Tensile
      Strength

               

            	
              Celanese
      International Corporation

            	
              5540987

            
	
              Dissipative
      Curing And Coating Composition For Concrete

               

            	
              Celanese
      International Corporation

            	
              5512619

            
	
              Process
      For Reducing The Free Aldehyde Content In N-Alkylol Amide
      Monomers

               

            	
              Celanese
      International Corporation

            	
              5415926

            
	
              Process
      For Minimizing Residual Monomers

               

            	
              Celanese
      International Corporation

            	
              5430127

            
	
              Poly(Hydroxybutyrate/Hydroxyvalerate)
      Copolymers For Fiber Bonding

               

            	
              Celanese
      International Corporation

            	
              5656367

            
	
              Glass
      Fibers And Fiber-Reinforced Plastics

               

            	
              Celanese
      International Corporation

            	
              5665470

            
	
              Glass
      Fiber Sizing Compositions And Methods Of Using Same

               

            	
              Celanese
      International Corporation

            	
              5491182

            
	
              Latex
      Polymers For Pigmented Coatings Prepared In The Presence Of Acetoacetonate
      Moiety

               

            	
              Celanese
      International Corporation

            	
              5455298

            
	
              Latex
      Binders And Paints Which Are Free Of Volatile Coalescents And Freeze-Thaw
      Additives

               

            	
              Celanese
      International Corporation

            	
              5530056

               

            
	
              Latex
      Paints Which Are Free Of Volatile Coalescents And Freeze-Thaw
      Additives

            	
              Celanese
      International Corporation

            	
              5610225

            
	
              Latex
      Binders And Coatings Containing Polymers Derived From Polymerizable
      Saccharide Monomers

               

            	
              Celanese
      International Corporation

            	
              5719244

            
	
              Polymerizable
      Saccharide Monomers Which Contain A Single, Polymerizable, Alpha-Methyl
      Styryl Moiety

               

            	
              Celanese
      International Corporation

            	
              5563252

            
	
              Latex
      Binders And Coatings Containing Polymers Derived From Polymerizable
      Saccharide Monomers

               

            	
              Celanese
      International Corporation

            	
              5618876

            
	
              MODIFIED
      AQUEOUS POLYURETHANE DISPERSIONS AND METHODS FOR MAKING SAME

               

            	
              Celanese
      International Corporation

            	
              5945473

            
	
              PROCESS
      FOR MAKING AQUEOUS POLYURETHANE DISPERSIONS

               

            	
              Celanese
      International Corporation

            	
              5717024

            
	
              ETHYLENE/VINYL
      ACETATE LATEX BINDERS AND PAINTS WHICH ARE FREE OF VOLATILE COALESCENTS
      AND FREEZE-THAW ADDITIVES

               

            	
              Celanese
      International Corporation

            	
              6087437

            
	
              Thermosetting
      Binder Prepared With (Hydroxyalkyl)Urea Crosslinking Agent For Abrasive
      Articles

            	
              Celanese
      International Corporation

            	
              6051646

            
	
              (Hydroxyalkyl)Urea
      Crosslinking Agents

            	
              Celanese
      International Corporation

            	
              5858549

            
	
              Carpet
      Coating Compositions

            	
              Celanese
      International Corporation

            	
              5849389

            
	
              Acrylic
      Latex Binders Prepared With Saccharide Stabilizers

            	
              Celanese
      International Corporation

            	
              5959024

            
	
              Ethylene/Vinyl
      Acetate Latex Binders And Paints Prepared With Surface-Active
      Initiators

            	
              Celanese
      International Corporation

            	
              6028139

            
	
              Thermosetting
      Binder Prepared With Mono(Hydroxyalkyl)Urea And Oxazolidone Crosslinking
      Agents

            	
              Celanese
      International Corporation

            	
              6140388

            
	
              Mono(Hydroxyalkyl)Urea
      And Oxazolidone Crosslinking Agents

            	
              Celanese
      International Corporation

            	
              5840822

            
	
              High
      Solids Ethylene Vinyl Acetate Emulsions

            	
              Celanese
      International Corporation

            	
              5939505

            
	
              Ultra
      High Solids Vinyl Acetate-Ethylene And Vinyl Acetate Homopolymer
      Emulsions

            	
              Celanese
      International Corporation

            	
              6001916

            
	
              Paint
      Resin Emulsion Having Weatherability

            	
              Celanese
      International Corporation

            	
              6251986

            
	
              Polyurethane
      Hybrid Dispersions And Coatings Having Increased Wet Adhesion And Solvent
      Resistance

            	
              Celanese
      International Corporation

            	
              6031041

            
	
              Thixotropic
      Paint Compositions Containing Hydrophobic Starch
    Derivatives

            	
              Celanese
      International Corporation

            	
              6001927

            
	
              Crosslinkable
      Carpet-Back Coating With Hydroxy-Functionalized Vinyl Acetate Emulsion
      Polymers

            	
              Celanese
      International Corporation

            	
              6359076

               

            
	
              Coating
      Compositions Prepared With An Acrylic Modified Ethylene-Vinyl Acetate
      Polymer

            	
              Celanese
      International Corporation

            	
              6174960

            
	
              Salt
      Sensitive Aqueous Emulsions

            	
              Celanese
      International Corporation

            	
              6683129

            
	
              Polymer
      Dispersion Comprising Particles Of Polyurethane And A Copolymer Or
      Terpolymer Produced By Emulsion Polymerization Of Olefinically Unsaturated
      Monomers

            	
              Celanese
      International Corporation

            	
              6924336

            
	
              Highly
      Functionalized Ethylene-Vinyl Acetate Emulsion Copolymers

            	
              Celanese
      International Corporation

            	
              6762239

            
	
              Highly
      Functional Polymer Latex

            	
              Celanese
      International Corporation

            	
              6562892

            
	
              Precision
      Polymer Dispersion Application By Airless Spray

            	
              Celanese
      International Corporation

            	
              6465047

               

            
	
              Vinyl
      Acetate/Ethylene Emulsion Stabilized With A Phosphate
      Surfactant

            	
              Celanese
      International Corporation

            	
              6673854

            
	
              Coating
      Composition For Inkjet Applications

            	
              Celanese
      International Corporation

            	
              6734244

            
	
              Polymer-Treated
      Abrasive Substrate

            	
              Celanese
      International Corporation

            	
              6713156

            
	
              Terpolymer
      Emulsions

            	
              Celanese
      International Corporation

            	
              4853451

            
	
              Emulsion
      Copolymerization

            	
              Celanese
      International Corporation

            	
              5066712

            
	
              Emulsion
      Polymerization

            	
              Celanese
      International Corporation

            	
              5071903

            
	
              Emulsion
      Binders

            	
              Celanese
      International Corporation

            	
              5534341

            
	
              Carpet
      Coating Compositions

            	
              Celanese
      International Corporation

            	
              10/875849

               

            
	
              Method
      Of Producing Latex Bonded Nonwoven Fabric

            	
              Celanese
      International Corporation

            	
              10/723537

            
	
              High
      Capacity Nonwoven Binder Composition

            	
              Celanese
      International Corporation

            	
              10/417752

            
	
              Glass
      Sizing Composition

            	
              Celanese
      International Corporation

            	
              10/372370

            
	
              Cationic
      Coating For Printable Surfaces

            	
              Celanese
      International Corporation

            	
              10/152359

            
	
              Cationic
      Coating For Printable Surfaces

            	
              Celanese
      International Corporation

            	
              10/963965

            
	
              Method
      For Predicting Adhesive Interactions Using Molecular
    Modeling

            	
              Celanese
      International Corporation

            	
              10/174217

            
	
              Coating
      Composition For Ink-Jet Recording Medium And Ink-Jet Recording
      Medium

            	
              Celanese
      International Corporation

            	
              10/500271

            
	
              Synthetic
      Resin Emulsion, Easily Water-Swellable Pressure-Sensitive Adhesive
      Compositions Containing The Same And Process For Production Of The
      Emulsion

            	
              Celanese
      International Corporation

            	
              10/500422

            
	
              Binder
      For High Wet-Strength Substrates

            	
              Celanese
      International Corporation

            	
              10/327331

            
	
              Crosslinkable
      Cationic Emulsion Binders And Their Use As A Binder For
      Nonwovens

            	
              Celanese
      International Corporation

            	
              10/496546

            
	
              Water
      Dispersible, Salt Sensitive Nonwoven Materials

            	
              Celanese
      International Corporation

            	
              09/883520

            
	
              Salt-Sensitive
      Vinyl Acetate Binder Compositions And Fibrous Article Incorporating
      Same

            	
              Celanese
      International Corporation

            	
              11/120372

            
	
              Salt-Sensitive
      Binder Compositions With N-Alkyl Acrylamide And Fibrous Articles
      Incorporating Same

            	
              Celanese
      International Corporation

            	
              11/120381

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule III
to

     

    Guarantee
and

     

    Collateral
Agreement

     

    PATENTS OWNED BY CNA
HOLDINGS, INC.

     

    U.S. Patent Registrations
& Applications

    


    


    
      	
              TITLE

            	
              GRANTOR

            	
              REGISTRATION
      NUMBER

            
	
              HIGH
      DENSITY POLYESTER COMPOSITION

            	
              CNA
      Holdings, Inc.

            	
              6,020,432

            
	
              ACETAL
      COPOLYMERS WITH BACKBONE...

            	
              CNA
      Holdings, Inc.

            	
              4,900,783

            
	
              ACETAL
      COPOLYMERS WITH BACKBONE BROMO...

            	
              CNA
      Holdings, Inc.

            	
              4,906,728

            
	
              ACETAL
      COPOLYMERS WITH BACKBONE EPOXIDE...

            	
              CNA
      Holdings, Inc.

            	
              5,034,499

            
	
              STABILIZED
      TALC FILLED...

            	
              CNA
      Holdings, Inc.

            	
              5,114,995

            
	
              STABILIZED
      TALC-FILLED POLYESTER...

            	
              CNA
      Holdings, Inc.

            	
              5,114,996

            
	
              METHOD
      OF PREPARING CYCLIC...

            	
              CNA
      Holdings, Inc.

            	
              5,616,736

            
	
              STABILIZED
      TALC-FILLED...

            	
              CNA
      Holdings, Inc.

            	
              5,114,997

            
	
              SUPERABSORBENT
      CONTINUOUS FILAMENT WEB

            	
              CNA
      Holdings, Inc.

            	
              H1,565

            
	
              MELT
      PROCESSABLE POLYESTER CAPABLE OF...

            	
              CNA
      Holdings, Inc.

            	
              4,746,694

            
	
              UV
      CURABLE NON-CRYSTALLINE...

            	
              CNA
      Holdings, Inc.

            	
              4,758,608

            
	
              LOW
      TG NON-CRYSTALLINE ACETAL...

            	
              CNA
      Holdings, Inc.

            	
              4,788,258

            
	
              COMPOSITION
      AND PROCESS FOR MAKING...

            	
              CNA
      Holdings, Inc.

            	
              4,925,880

            
	
              INTERNAL
      LUBRICANT FOR GLASS REINFORCED...

            	
              CNA
      Holdings, Inc.

            	
              4,960,813

            
	
              NOVEL
      POLYACETAL TERPOLYMERS OF...

            	
              CNA
      Holdings, Inc.

            	
              4,975,519

            
	
              NOVEL
      POLYACETAL COPOLYMERS OF...

            	
              CNA
      Holdings, Inc.

            	
              4,983,708

            
	
              UV-LIGHT
      STABILIZED POLYOXYMETHYLENE...

            	
              CNA
      Holdings, Inc.

            	
              4,996,253

            
	
              INTERNAL
      LUBRICANT FOR GLASS REINFORCED...

            	
              CNA
      Holdings, Inc.

            	
              5,008,316

            
	
              MELT-PROCESSABLE
      POLYESTER...

            	
              CNA
      Holdings, Inc.

            	
              5,015,722

            
	
              UV-LIGHT
      STABILIZED POLYESTER MOLDING...

            	
              CNA
      Holdings, Inc.

            	
              5,032,631

            
	
              ELASTOMER
      COMPOSITIONS MADE...

            	
              CNA
      Holdings, Inc.

            	
              5,039,744

            
	
              NON-CRYSTALLINE
      ACETAL...

            	
              CNA
      Holdings, Inc.

            	
              5,041,505

            
	
              REACTIVE
      COMPATIBILIZATION...

            	
              CNA
      Holdings, Inc.

            	
              5,070,144

            
	
              PROCESS
      FOR IMPROVING POLYACETAL...

            	
              CNA
      Holdings, Inc.

            	
              5,080,846

            
	
              MELT
      PROCESSABLE POLYESTERS...

            	
              CNA
      Holdings, Inc.

            	
              5,140,093

            
	
              MOLDABLE
      CERAMIC...

            	
              CNA
      Holdings, Inc.

            	
              5,155,158

            
	
              MELT
      PROCESSABLE THERMOTROPIC...

            	
              CNA
      Holdings, Inc.

            	
              5,171,823

            
	
              ELASTOMER
      COMPOSITIONS MADE...

            	
              CNA
      Holdings, Inc.

            	
              5,179,163

            
	
              COMPATIBLE
      LCP BLENDS...

            	
              CNA
      Holdings, Inc.

            	
              5,182,334

            
	
              MELT
      PROCESSABLE POLY(ESTER-AMIDE)...

            	
              CNA
      Holdings, Inc.

            	
              5,204,443

            
	
              GRAFTING
      OF AMINE FUNCTIONAL...

            	
              CNA
      Holdings, Inc.

            	
              5,206,308

            
	
              FOAMED
      LIQUID CRYSTAL...

            	
              CNA
      Holdings, Inc.

            	
              5,210,107

            
	
              CENTRAL
      HUBS FOR FLEXIBLE...

            	
              CNA
      Holdings, Inc.

            	
              5,214,555

            
	
              THERMOSET
      LCP BLENDS

            	
              CNA
      Holdings, Inc.

            	
              5,216,073

            
	
              WHOLLY
      AROMATIC LIQUID...

            	
              CNA
      Holdings, Inc.

            	
              5,227,456

            
	
              HEAT
      SEALABLE COEXTRUDED...

            	
              CNA
      Holdings, Inc.

            	
              5,248,530

            
	
              LIQUID
      CRYSTALLINE POLYESTERS...

            	
              CNA
      Holdings, Inc.

            	
              5,264,477

            
	
              THERMALLY
      STABLE OLIGOMERIC...

            	
              CNA
      Holdings, Inc.

            	
              5,264,539

            
	
              ELASTOMERIC
      CROSS-LINKED...

            	
              CNA
      Holdings, Inc.

            	
              5,286,808

            
	
              PSEUDO
      NETWORK CONDENSATION...

            	
              CNA
      Holdings, Inc.

            	
              5,306,800

            
	
              EXTRUSION
      BLOW MOLDING...

            	
              CNA
      Holdings, Inc.

            	
              5,336,464

            
	
              LOW
      DIELECTRIC MATERIALS

            	
              CNA
      Holdings, Inc.

            	
              5,348,990

            
	
              METHOD
      FOR IMMOBILIZING SUPERABSORBENT POLYMERS BY HOMOGENIZATION OF A SUSPENSION
      OF SAME

            	
              CNA
      Holdings, Inc.

            	
              5,362,766

            
	
              IMPROVED
      PROCESS FOR FORMING...

            	
              CNA
      Holdings, Inc.

            	
              5,393,848

            
	
              THERMOTROPIC
      LIQUID CRYSTALLINE POLYMER...

            	
              CNA
      Holdings, Inc.

            	
              5,401,779

            
	
              BLENDS
      OF LIQUID CRYSTALLINE...

            	
              CNA
      Holdings, Inc.

            	
              5,418,281

            
	
              METHOD
      FOR IMMOBILIZING SUPERABSORBANT POLYMER AND PRODUCTS DERIVED
      THEREFROM

            	
              CNA
      Holdings, Inc.

            	
              5,419,955

            
	
              SUPERABSORBENT
      STRUCTURE

            	
              CNA
      Holdings, Inc.

            	
              5,433,994

            
	
              PROCESS
      FOR BLOW MOLDING...

            	
              CNA
      Holdings, Inc.

            	
              5,443,783

            
	
              PURIFICATION
      PROCESS FOR CYCLIC...

            	
              CNA
      Holdings, Inc.

            	
              5,456,805

            
	
              REMOVAL
      OF NICOTINE FROM TOBACCO SMOKE

            	
              CNA
      Holdings, Inc.

            	
              5,462,072

            
	
              CENTRAL
      HUBS FOR FLEXIBLE...

            	
              CNA
      Holdings, Inc.

            	
              5,486,971

            
	
              PHOTODEGRADABLE
      CELLULOSE ESTER TOW

            	
              CNA
      Holdings, Inc.

            	
              5,491,024

            
	
              RECYCLING
      CELLULOSE ESTERS FROM THE WASTE FROM CIGARETTE MANUFACTURE

            	
              CNA
      Holdings, Inc.

            	
              5,504,120

            
	
              MELT
      PROCESSABLE POLY(ESTER-AMIDE)...

            	
              CNA
      Holdings, Inc.

            	
              5,508,374

            
	
              PROCESS
      FOR TREATING LIQUID CRYSTAL...

            	
              CNA
      Holdings, Inc.

            	
              5,529,740

            
	
              INJECTION
      MOLDABLE CERAMIC...

            	
              CNA
      Holdings, Inc.

            	
              5,541,249

            
	
              PROCESS
      FOR PRODUCING...

            	
              CNA
      Holdings, Inc.

            	
              5,616,680

            
	
              THERMOPLASTIC
      POLYMER COMPOSITION...

            	
              CNA
      Holdings, Inc.

            	
              5,641,824

            
	
              PHOTODEGRADABLE
      CELLULOSE ESTER TOW

            	
              CNA
      Holdings, Inc.

            	
              5,647,383

            
	
              PROCESS
      FOR THE RECOVERY OF AN ORGANIC ACID FROM THE MANUFACTURE OF A CELLULOSE
      ESTER

            	
              CNA
      Holdings, Inc.

            	
              5,648,529

            
	
              DUCTILE
      POLY(ARYLENE SULFIDE)...

            	
              CNA
      Holdings, Inc.

            	
              5,652,287

            
	
              MULTIAXIALLY
      REINFORCED LCP SHEET

            	
              CNA
      Holdings, Inc.

            	
              5,654,045

            
	
              POLYESTER
      FROM TEREPHTHALIC ACID...

            	
              CNA
      Holdings, Inc.

            	
              5,656,714

            
	
              HIGH
      EXTINCTION POLARIZER...

            	
              CNA
      Holdings, Inc.

            	
              5,667,719

            
	
              POLARIZER
      FILMS COMPRISING...

            	
              CNA
      Holdings, Inc.

            	
              5,672,296

            
	
              PURIFICATION
      PROCESS FOR CYCLIC...

            	
              CNA
      Holdings, Inc.

            	
              5,690,793

            
	
              STARCH
      ACETATE AND BLENDS THEREOF WITH METAL CHELATES

            	
              CNA
      Holdings, Inc.

            	
              5,693,279

            
	
              PURIFICATION
      PROCESS FOR CYCLIC...

            	
              CNA
      Holdings, Inc.

            	
              5,695,615

            
	
              MELT
      BLOWN POLYARYLENE SULFIDE...

            	
              CNA
      Holdings, Inc.

            	
              5,695,869

            
	
              PROCESS
      FOR TREATING LIQUID CRYSTAL...

            	
              CNA
      Holdings, Inc.

            	
              5,703,202

            
	
              IMPROVED
      METHOD OF MAKING STARCH ACETATE

            	
              CNA
      Holdings, Inc.

            	
              5,710,269

            
	
              PRESSURE
      DROP TESTER FOR FILTER RODS

            	
              CNA
      Holdings, Inc.

            	
              5,719,328

            
	
              MONOLITHIC
      LCP POLYMER...

            	
              CNA
      Holdings, Inc.

            	
              5,719,354

            
	
              ELASTOMERIC
      COMPOSITIONS

            	
              CNA
      Holdings, Inc.

            	
              5,731,380

            
	
              REUSABLE
      BALE WRAP KIT FOR COMPRESSED, RESILIENT FIBERS

            	
              CNA
      Holdings, Inc.

            	
              5,732,531

            
	
              POLYMERIC
      COMPOSITIONS...

            	
              CNA
      Holdings, Inc.

            	
              5,739,193

            
	
              LAMINATES
      COMPRISING COEXTRUDED...

            	
              CNA
      Holdings, Inc.

            	
              5,744,204

            
	
              PROCESS
      FOR REDUCING BLACK...

            	
              CNA
      Holdings, Inc.

            	
              5,762,718

            
	
              PROCESS
      FOR THE PRODUCTION OF...

            	
              CNA
      Holdings, Inc.

            	
              5,767,294

            
	
              HI/LO
      DIELECTRIC

            	
              CNA
      Holdings, Inc.

            	
              5,783,624

            
	
              METHOD
      OF MAKING THERMOTROPIC...

            	
              CNA
      Holdings, Inc.

            	
              5,798,432

            
	
              POLY(ARYLENE
      SULFIDE) COMPOSITIONS HAVING IMPROVED PROCESSABILITY

            	
              CNA
      Holdings, Inc.

            	
              5,824,767

            
	
              LCP
      FILMS HAVING ROUGHENED...

            	
              CNA
      Holdings, Inc.

            	
              5,843,562

            
	
              PURIFICATION
      PROCESS FOR CYCLIC...

            	
              CNA
      Holdings, Inc.

            	
              5,876,570

            
	
              A
      PROCESS FOR SURFACE...

            	
              CNA
      Holdings, Inc.

            	
              5,885,668

            
	
              THERMOPLASTIC
      POLYMER COMPOSITION...

            	
              CNA
      Holdings, Inc.

            	
              5,886,066

            
	
              MELT
      PROCESSABLE POLY(ESTER-AMIDE)...

            	
              CNA
      Holdings, Inc.

            	
              5,919,889

            
	
              HI/LO
      DIELECTRIC MATERIALS

            	
              CNA
      Holdings, Inc.

            	
              5,962,122

            
	
              POLYMERIC
      COMPOSITIONS..

            	
              CNA
      Holdings, Inc.

            	
              5,965,273

            
	
              METHOD
      AND COMPOSITIONS ...

            	
              CNA
      Holdings, Inc.

            	
              6,020,414

            
	
              ADHESIVES
      FOR MAKING MULTILAYER...

            	
              CNA
      Holdings, Inc.

            	
              6,042,902

            
	
              POLYMERIC
      ACETALS RESISTANT TO MINERAL...

            	
              CNA
      Holdings, Inc.

            	
              6,258,884

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
III

     

    to
Guarantee and

     

    Collateral
Agreement

     

    TRADEMARKS OWNED BY
CELANESE
INTERNATIONAL CORPORATION

     

    U.S. Trademark
Registrations

     

    
      	 
      	
              Mark

            	
              Grantor

            	
              Registration/Serial
      No.

            
	
              CELVOL
      Bubble Design

            	
              Celanese
      International Corporation

            	
              2602974

            
	
              Unisize

            	
              Celanese
      International Corporation

            	
              810317

            
	
              DUR-O-COTE

            	
              Celanese
      International Corporation

            	
              2624740

            
	
              VINRES

            	
              Celanese
      International Corporation

            	
              2797215

            
	
              VINACRYL

            	
              Celanese
      International Corporation

            	
              2786191

            
	
              VINAMUL

            	
              Celanese
      International Corporation

            	
              0579774

            
	
              RESYN

            	
              Celanese
      International Corporation

            	
              627576

            
	
              DUR-O-SET

            	
              Celanese
      International Corporation

            	
              762558

            
	
              HI
      LOFT

            	
              Celanese
      International Corporation

            	
              948779

            
	
              CHEMVIP

            	
              Celanese
      International Corporation

            	
              3102968

            
	
              CELWHITE

            	
              Celanese
      International Corporation

            	
              78347114

            
	
              VYTEK

            	
              Celanese
      International Corporation

            	
              3104866

            
	
              CELPOL

            	
              Celanese
      International Corporation

            	
              2744919

            
	
              CELDEFOAM

            	
              Celanese
      International Corporation

            	
              2580446

            
	
              CELVOL

            	
              Celanese
      International Corporation

            	
              2560464

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              179,796

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              240,681

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              322,821

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              385,189

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              506,533

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              811,180

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              831,525

            
	
              Unique
      Mark, looks like a swirled “C”

            	
              Celanese
      International Corporation

            	
              831,526

            
	
              Unique
      Mark, looks like a swirled “C”

            	
              Celanese
      International Corporation

            	
              832,786

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              832,787

            
	
              Unique
      Mark, looks like a swirled “C”

            	
              Celanese
      International Corporation

            	
              832,788

            
	
              CELANESE

            	
              Celanese
      International Corporation

            	
              834,807

            
	
              Unique
      Mark, looks like a swirled “C”

            	
              Celanese
      International Corporation

            	
              834,808

            
	
              Unique
      Mark, looks like a swirled “C”

            	
              Celanese
      International Corporation

            	
              847,073

            
	
              Unique
      Mark, looks like a swirled “C”

            	
              Celanese
      International Corporation

            	
              847,903

            
	
              Celanex

            	
              Celanese
      International Corporation

            	
              924,042

            
	
              Unique
      Mark “Be Aware, Work with Care”

            	
              Celanese
      International Corporation

            	
              1,932,459

            
	
              AOPLUS

            	
              Celanese
      International Corporation

            	
              78/059286

            
	
              Celawrap

            	
              Celanese
      International Corporation

            	
              2,585,709

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
III

     

    to
Guarantee and

     

    Collateral
Agreement

     

    TRADEMARKS OWNED BY CNA
HOLDINGS, INC.

     

    U.S. Trademark
Registrations

     

    
      	
              Mark

            	
              Grantor

            	
              Registration/Serial
      No.

            
	
              Celcon

            	
              CNA
      Holdings, Inc.

            	
              700,305

            
	
              Vectra

            	
              CNA
      Holdings, Inc.

            	
              1,383,843

            
	
              Celebrate!

            	
              CNA
      Holdings, Inc.

            	
              1,423,954

            
	
              Celebrate!

            	
              CNA
      Holdings, Inc.

            	
              1,430,295

            
	
              Celstran

            	
              CNA
      Holdings, Inc.

            	
              1,432,612

            
	
              Vandar

            	
              CNA
      Holdings, Inc.

            	
              1,466,836

            
	
              Riteflex

            	
              CNA
      Holdings, Inc.

            	
              1,466,837

            
	
              Impet

            	
              CNA
      Holdings, Inc.

            	
              1,476,425

            
	
              Snowflake
      & Design

            	
              CNA
      Holdings, Inc.

            	
              1,762,255

            
	
              Encore

            	
              CNA
      Holdings, Inc.

            	
              1,763,888

            
	
              Starburst
      & Design

            	
              CNA
      Holdings, Inc.

            	
              1,771,518

            
	
              Inspec

            	
              CNA
      Holdings, Inc.

            	
              1,917,196

            
	
              Rodmap

            	
              CNA
      Holdings, Inc.

            	
              2,106,973

            
	
              Rodmap

            	
              CNA
      Holdings, Inc.

            	
              2,106,974

            
	
              Smoke
      Signals

            	
              CNA
      Holdings, Inc.

            	
              2,370,370

            
	
              The
      Science of Cigarette Filtration

            	
              CNA
      Holdings, Inc.

            	
              2,413,563

            
	
              Microsafe

            	
              CNA
      Holdings, Inc.

            	
              2,547,437

            
	
              Celectra

            	
              CNA
      Holdings, Inc.

            	
              2,657,246

            
	
              AMCEL

            	
              CNA
      Holdings, Inc.

            	
              694414

            
	
              AMCEL

            	
              CNA
      Holdings, Inc.

            	
              682715

            
	
              FORMCEL

            	
              CNA
      Holdings, Inc.

            	
              545328

            
	
              FORTRON

            	
              CNA
      Holdings, Inc.

            	
              1452706

            
	
              AQF

            	
              CNA
      Holding, Inc.

            	
              2,058,874

            
	
              AQF

            	
              CNA
      Holdings, Inc.

            	
              2,058,876

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Exhibit
I

     

    to
Guarantee and

     

    Collateral
Agreement

     

    SUPPLEMENT
NO.      
dated as of
                    
(this “Supplement”), to the
Guarantee and Collateral Agreement dated as of April 2, 2007 (the “Collateral
Agreement”), among CELANESE HOLDINGS LLC, CELANESE US HOLDINGS LLC,
CELANESE AMERICAS CORPORATION and the other Guarantors party thereto and
DEUTSCHE BANK AG, NEW YORK BRANCH as Collateral Agent (in such capacity, the
“Collateral
Agent”) for the Secured Parties (as defined herein).

     

    A.           Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Collateral Agreement.

     

    B.           Section
7.16 of the Collateral Agreement provides that additional Persons will become
Guarantors under the Collateral Agreement by execution and delivery of an
instrument in the form of this Supplement.  The undersigned Person
(the “New
Guarantor”) is executing this Supplement to become a
Guarantor.

     

    Accordingly,
the Collateral Agent and the New Guarantor agree as follows:

     

    SECTION
1.                      In
accordance with Section 7.16 of the Collateral Agreement, the New Guarantor by
its signature below becomes a Guarantor under Collateral Agreement with the same
force and effect as if originally named therein as a Guarantor, and the New
Guarantor hereby (a) agrees to all the terms and provisions of the Collateral
Agreement applicable to it as a Guarantor and (b) represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are true
and correct, in all material respects, on and as of the date
hereof.  In furtherance of the foregoing, the New Guarantor, as
security for the payment and performance in full of the Obligations, does hereby
create and grant to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, their successors and assigns, a security
interest in and Lien on all the New Guarantor’s right, title and interest in and
to the Collateral of the New Guarantor.  Each reference to a
“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include
the New Guarantor.  The Collateral Agreement is hereby incorporated
herein by reference.

     

    SECTION
2.                      The
New Guarantor represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to (i) the effects
of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or
other similar laws affecting creditors’ rights generally, (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (iii) implied covenants of good faith and
fair dealing.

     

    SECTION
3.                      This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract.  This Supplement shall become effective when (a) the
Collateral Agent shall have received a counterpart of this Supplement that bears
the signature of the New Guarantor and (b) the Collateral Agent has executed a
counterpart hereof.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    SECTION
4.                      The
New Guarantor hereby represents and warrants that (a) set forth on Schedule I attached
hereto is a true and correct schedule of the location of any and all Article 9
Collateral of the New Guarantor, (b) set forth on Schedule II attached
hereto is a true and correct schedule of all the Pledged Securities of the New
Guarantor and (c) set forth under its signature hereto, is the true and correct
legal name of the New Guarantor, its jurisdiction of formation and the location
of its chief executive office.

     

    SECTION
5.                      Except
as expressly supplemented hereby, the Collateral Agreement shall remain in full
force and effect.

     

    SECTION
6.                                THIS
SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.

     

    SECTION
7.                      In
the event any one or more of the provisions contained in this Supplement should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and in the
Collateral Agreement shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

     

    SECTION
8.                      All
communications and notices hereunder shall be in writing and given as provided
in Section 7.01 of the Collateral Agreement.

     

    SECTION
9.                      The
New Guarantor agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, disbursements and other charges of counsel for the Collateral
Agent.

     

    IN
WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed
this Supplement to the Collateral Agreement as of the day and year first above
written.

     


    
      
         


      

      
        -3- 


        
          

        

      

      
         


      

    


    [NAME OF
NEW GUARANTOR]

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              Legal
      Name:

            


    

     

    
      	
               
      

            	
              Jurisdiction
      of  Formation:

            


    

     

    
      	
               
      

            	
              Location
      of Chief Executive Office:

            


    

     

    DEUTSCHE
BANK AG, NEW YORK BRANCH,

     

      as
Collateral Agent

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    



    
      
        
          -4-

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule I
to

     

    Supplement
No.___

     

    to the
Guarantee and

     

    Collateral
Agreement

     

    LOCATION
OF ARTICLE 9 COLLATERAL

     

    
      	
              
                Description

                 

              

            	
              
                Location

                 

              

            
	 
      	 
      
	 
      	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule II
to

     

    Supplement
No. __

     

    to the
Guarantee and

     

    Collateral
Agreement

     

    Pledged Securities of the
New Guarantor

     

    EQUITY
INTERESTS

     

    
      	
              
                Number
      of Issuer

                Certificate

                 

              

            	
              
                Registered
      Owner

                 

              

            	
              
                Number
      and Class

                of
      Equity Interest

                 

              

            	
              
                Percentage
      of

                Equity
      Interests

                 

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    DEBT
SECURITIES

     

    
      	
              
                Issuer

                 

              

            	
              
                Principal
      Amount

                 

              

            	
              
                Date
      of Note

                 

              

            	
              
                Maturity
      Date

                 

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    OTHER
PROPERTY