exv10w19






Exhibit 10.19




SECOND AMENDMENT

TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT




     THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”)
is dated as of May 28, 2010 and is entered into by and among AZ CHEM US INC., a Delaware
corporation (the “Borrower”), CAPITALSOURCE FINANCE LLC, as Administrative Agent (“Administrative
Agent”), acting with the consent of the Requisite Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P.
(“GSCP”), as Syndication Agent (together with its permitted successors and assigns in such
capacity, “Syndication Agent”) and, for purposes of Section V hereof, the GUARANTORS listed on the
signature pages hereto, and is made with reference to that certain SECOND LIEN CREDIT AND GUARANTY
AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the “Credit
Agreement”; as it may be further amended, supplemented, restated or otherwise modified from time to
time in accordance with its terms) by and among the Borrower, AZ CHEM US HOLDINGS INC., a Delaware
corporation, the subsidiaries of U.S. Holdings named therein, the Lenders, the Administrative
Agent, the Collateral Agent, the Syndication Agent and the other Agents named therein. Capitalized
terms used herein without definition shall have the same meanings herein as set forth in the Credit
Agreement after giving effect to this Second Amendment.



RECITALS




     WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend certain
provisions of the Credit Agreement as provided herein in order to, among other things, permit
certain Restricted Junior Payments in connection with the consummation of the IPO (as defined
below); and



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



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



SECTION I. AMENDMENTS TO CREDIT AGREEMENT





	1.1	 	Amendments to Section 1: Definitions. Section 1.1 of the Credit Agreement is hereby
amended by adding the following definitions in proper alphabetical sequence:






“IPO” means the first underwritten public sale of common Equity
Interests of the IPO Issuer pursuant to a registration statement
(other than on Form S-8 or any other form relating to securities
issuable under any benefit plan of the IPO Issuer or any of its
Subsidiaries, as the case may be) filed with the Securities Exchange
Commission that generates Net IPO Proceeds to the IPO Issuer of at
least $60,000,000.



 









 






“IPO Issuer” means any entity directly or indirectly controlling
Holdings that issues common Equity Interests as a primary
distribution of common Equity Interests in the IPO.




“Net IPO Proceeds” means the gross Cash proceeds to the IPO Issuer
in respect of the IPO, net of (i) to the extent paid, the fee
payable to the Sponsor as set forth in Section 6.4(c)(iii), (ii) to
the extent paid, the distribution or equity redemption payment
payable to the Sponsor or its Affiliates in an amount not to exceed
$12,000,000, (iii) the gross Cash proceeds to the IPO Issuer in
respect of the option to purchase additional shares granted to the
underwriters, if any, in the IPO, and (iv) underwriting discounts
and commissions and other reasonable costs and expenses associated
with the IPO, including reasonable legal fees and expenses.




“Second Amendment” means that certain Second Amendment to Second
Lien Credit and Guaranty Agreement dated as of May ___, 2010, among
the Borrower, U.S. Holdings, the Administrative Agent, the
Syndication Agent and the financial institutions and the Guarantors
listed on the signature pages thereto.




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




	1.2	 	Amendment to Section 2.14. Section 2.14(c) of the Credit Agreement is hereby amended
and restated in its entirety as follows:






“(c) Issuance of Equity Securities. (i) No later than the
first Business Day following the date of receipt by Holdings or any
of its Subsidiaries of any Cash proceeds from a capital contribution
to, or the issuance of any Equity Interests of, Holdings or any of
its Subsidiaries (other than Cash proceeds in respect of (A)
issuances pursuant to any employee stock or stock option
compensation plan, (B) capital contributions by or issuances to the
Sponsor, (C) transactions in connection with the IPO, and (D)
capital contributions by or issuances to another Credit Party),
Borrower shall prepay the Loans as set forth in Section 2.15(b) in
an aggregate amount equal to 50% of such proceeds, net of
underwriting discounts and commissions and other reasonable costs
and expenses associated therewith, including reasonable legal fees
and expenses; provided, during any period in which the
Leverage Ratio (determined for any such period by reference to the
most recent Compliance Certificate delivered pursuant to Section
5.1(c)) shall be 3.50:1.00 or less, Borrower shall only be required
to make the prepayments otherwise required hereby in an amount



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equal to 25% of such net proceeds and (ii) no later than the first
Business Day following the date of receipt by the IPO Issuer of any
Cash proceeds in connection with the IPO, Borrower shall prepay the
Loans as set forth in Section 2.15(b) in an aggregate amount equal
to 25% of the Net IPO Proceeds.”




	1.3	 	Amendment to Section 2.15. The following provision is hereby added as a new clause
(d) to Section 2.15 of the Credit Agreement:






(d) Waivable Mandatory Prepayment. Anything contained
herein to the contrary notwithstanding, in the event Borrower is
required to make any mandatory prepayment pursuant to Section
2.14(c) (a “Waivable Mandatory Prepayment”), not less than three
Business Days prior to the date (the “Required Prepayment Date”) on
which Borrower is required to make such Waivable Mandatory
Prepayment, Borrower shall notify Administrative Agent of the amount
of such prepayment, and Administrative Agent will promptly
thereafter notify each Lender holding an outstanding Loan of the
amount of such Lender’s Pro Rata Share of such Waivable Mandatory
Prepayment and such Lender’s option to refuse such amount. Each
such Lender may exercise such option by giving written notice to
Borrower and Administrative Agent of its election to do so on or
before the first Business Day prior to the Required Prepayment Date
(it being understood that any Lender which does not notify Borrower
and Administrative Agent of its election to exercise such option on
or before the first Business Day prior to the Required Prepayment
Date shall be deemed to have elected, as of such date, not to
exercise such option). On the Required Prepayment Date, Borrower
shall pay to Administrative Agent the amount of the Waivable
Mandatory Prepayment, which shall be applied to the prepayment of
the Loans of each Lender that has elected not to exercise such
option or been deemed not to exercise such option (an “Accepting
Lender”) in an amount equal to the sum of (i) such Lender’s Pro Rata
Share of such Waivable Mandatory Prepayment and (ii) the amount
equal to the product of (x) the amount of the Waivable Mandatory
Prepayment that would have been owed to all Lenders electing to
waive such prepayment and (y) the percentage obtained by dividing
(A) an amount equal to the sum of the Second Lien Term Loan Exposure
of that Accepting Lender by (B) an amount equal to the aggregate
Second Lien Term Loan Exposure of all Accepting Lenders;
provided that in the event that the aggregate amount of the
Waivable Mandatory Prepayment to be paid to Accepting Lenders is in
excess of the aggregate amount of Loans outstanding to the Accepting
Lenders hereunder, the Borrower shall promptly apply any remaining
amounts of such Waivable Mandatory Prepayment to the voluntary
prepayment of



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any outstanding First Lien Loans in accordance with Section 2.13 of
the First Lien Credit Agreement.




	1.4	 	Amendment to Clauses (a) and (b) of Section 5.1. Clauses (a) and (b) of Section 5.1
of the Credit Agreement are amended and restated in their entirety as follows:






“(a) Quarterly Financial Statements. As soon as available,
and in any event within 45 days after the end of the first three
Fiscal Quarters of each Fiscal Year, commencing with the Fiscal
Quarter in which the Closing Date occurs, the consolidated balance
sheets of Holdings and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated statements of income,
stockholders’ equity and cash flows of Holdings and its Subsidiaries
for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter, setting
forth in each case in comparative form the corresponding figures for
the corresponding periods of the previous Fiscal Year, all in
reasonable detail, together with a Financial Officer Certification
and a Narrative Report with respect thereto;




(b) Annual Financial Statements. As soon as available, and
in any event within 110 days after the end of each Fiscal Year,
commencing with the Fiscal Year in which the Closing Date occurs,
(i) the consolidated balance sheets of Holdings and its Subsidiaries
as at the end of such Fiscal Year and the related consolidated
statements of income, stockholders’ equity and cash flows of
Holdings and its Subsidiaries for such Fiscal Year, setting forth in
each case in comparative form the corresponding figures for the
previous Fiscal Year, in reasonable detail, together with a
Financial Officer Certification and a Narrative Report with respect
thereto; and (ii) with respect to such consolidated financial
statements a report thereon of Deloitte & Touche LLP or other
independent certified public accountants of recognized national
standing selected by Holdings, and reasonably satisfactory to
Administrative Agent (which report shall be unqualified as to going
concern and scope of audit, and shall state that such consolidated
financial statements fairly present, in all material respects, the
consolidated financial position of Holdings and its Subsidiaries as
at the dates indicated and the results of their operations and their
cash flows for the periods indicated in conformity with GAAP applied
on a basis consistent with prior years (except as otherwise
disclosed in such financial statements) and that the examination by
such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted
auditing standards), together with a written statement by such
independent certified public



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accountants stating whether any condition or event that constitutes
a Default or an Event of Default has come to their attention and, if
such a condition or event has come to their attention, specifying
the nature and period of existence thereof or similar written
statement reasonably acceptable to the Administrative Agent;”




	1.5	 	Amendment to Section 6.4. Section 6.4 of the Credit Agreement is amended and
restated in its entirety as follows:






“6.4 Restricted Junior Payments. No Credit Party shall, nor shall it
permit any of its Subsidiaries, the European Group Members or
Affiliates through any manner or means or through any other Person
to, directly or indirectly, declare, order, pay, make or set apart,
or agree to declare, order, pay, make or set apart, any sum for any
Restricted Junior Payment except that:




(a) U.S. Borrower may make regularly scheduled payments of interest
and fees due in respect of the Permitted Subordinated Debt;




(b) so long as no Default or Event of Default shall have occurred
and be continuing or shall be caused thereby, Borrower and U.S.
Holdings may make Restricted Junior Payments to Holdings (i) in an
aggregate amount not to exceed $1,150,000 in any Fiscal Year, to the
extent necessary to permit Holdings to pay general administrative
costs and expenses and (ii) to the extent necessary to permit
Holdings to discharge the consolidated tax liabilities of Holdings
and its Subsidiaries, in each case, so long as Holdings applies the
amount of any such Restricted Junior Payment for such purposes;




(c) (i) prior to the consummation of the IPO, Borrower and U.S.
Holdings may pay, or make Restricted Junior Payments to Holdings to
allow it to pay, management fees to Sponsor or its Affiliates not
exceeding an aggregate amount per annum of $2,300,000 per Fiscal
Year; provided, that such payments shall be subordinated to
the Obligations on terms satisfactory to Administrative Agent, and
that upon the occurrence of a Default or an Event of Default and
during the continuance thereof, no payment of any management fees or
similar distributions to the Sponsor or any of its Affiliates shall
be permitted under this Section 6.4(c)(i);




     (ii) after consummation of the IPO, Borrower and U.S. Holdings
may reimburse, or make Restricted Junior Payments to Holdings to
allow it to reimburse, Sponsor or any of its Affiliates for their
reasonable costs and expenses incurred in connection with



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Holdings and its Subsidiaries not exceeding an aggregate amount per
annum of $1,150,000 per Fiscal Year; provided, that such
payments shall be subordinated to the Obligations on terms
satisfactory to Administrative Agent, and that upon the occurrence
of a Default or an Event of Default and during the continuance
thereof, no reimbursement to the Sponsor or any of its Affiliates
shall be permitted under this Section 6.4(c)(ii); and




     (iii) in connection with the IPO, Borrower and U.S. Holdings
may pay, or make Restricted Junior Payments to Holdings to allow it
to pay (or make other Restricted Junior Payments for the purpose of
paying) a fee to Sponsor or any of its Affiliates in an aggregate
amount not to exceed Euro 5,000,000;




(d) Borrower and U.S. Holdings may make Restricted Junior Payments
consisting of the cashless exercise of options and warrants of the
Equity Interests of Holdings or any of its Subsidiaries;




(e) so long as no Default or Event of Default shall have occurred
and be continuing or shall be caused thereby, the Credit Parties may
declare and pay dividends or make other distributions to purchase or
redeem, or may purchase or redeem, the Equity Interests of AZ Chem
MIV I Ltd., AZ Chem MIV II LP, AZ Chem Investments Partners LP, the
IPO Issuer or any Subsidiary of the IPO Issuer (including related
stock appreciation rights or similar securities) held by or for the
benefit of then present or former officers or employees of Holdings
or any of its Subsidiaries or upon such Person’s death, disability,
retirement or termination of employment or under the terms of any
benefit plan or agreement relating to such shares of stock or
related rights; provided, that (i) the aggregate amount of
such cash purchases or redemptions shall not exceed $5,750,000 in
any Fiscal Year and (ii) the aggregate amount of such cash purchases
or redemptions under the terms of any benefit plan or agreement
relating to such shares of stock or related rights (but not in
connection with the death, disability, retirement or termination of
employment of present or former officers or employees of Holdings or
any of its Subsidiaries) shall not exceed $2,300,000 in any Fiscal
Year; and




(f) (i) so long as no Default or Event of Default shall have
occurred and be continuing or shall be caused thereby, during any
period in which the Leverage Ratio (determined for any such period
by reference to the most recent Compliance Certificate delivered
pursuant to Section 5.1(c)) is 3.25:1.00 or less, Holdings may
declare and pay dividends or make other distributions or may
purchase or redeem Equity Interests of AZ Chem MIV I Ltd., AZ



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Chem MIV II LP, AZ Chem Investments Partners LP, the IPO Issuer or
any Subsidiary of the IPO Issuer in an aggregate amount not to
exceed the greater of (x) $11,500,000 in any Fiscal Year, less any
payments, distributions, purchases or redemptions made pursuant to
clause (ii) of this Section 6.4(f), and (y) an amount equal to 50%
of the amount of Consolidated Excess Cash Flow for the Fiscal Year
ended immediately prior to the date of such payment or distribution
and that is not required to prepay the Loans pursuant to Section
2.14(e); provided that in no event shall the aggregate
amount of such payments, distributions, purchases or redemptions
exceed $17,250,000 in any Fiscal Year; and




(ii) so long as no Default or Event of Default shall have occurred
and be continuing or shall be caused thereby, during any period in
which the Leverage Ratio (determined for any such period by
reference to the most recent Compliance Certificate delivered
pursuant to Section 5.1(c)) is greater than 3.25:1.00 but equal to
or less than 3.75:1.00, Holdings may declare and pay dividends or
make other distributions or may purchase or redeem Equity Interests
of AZ Chem MIV I Ltd., AZ Chem MIV II LP, AZ Chem Investments
Partners LP, the IPO Issuer or any Subsidiary of the IPO Issuer in
an aggregate amount not to exceed $5,750,000 in any Fiscal Year,
less any payments, distributions, purchases or redemptions made
pursuant to clause (i) of this Section 6.4(f).”




	1.6	 	Section 6.6. Section 6.6(b) of the Credit Agreement is hereby amended and restated
in its entirety as follows:






“(b) (i) equity Investments owned as of the Closing Date in any
Subsidiary, (ii) equity Investments made after the Closing Date by
Holdings, Borrower or any Guarantor in any wholly-owned Guarantor,
(iii) equity Investments made after the Closing Date by any European
Group Member in any wholly-owned European Group Member and (iv)
equity Investments made after the Closing Date by any European Group
Member in any Subsidiary of SWEAcqCo organized under the laws of
France in an amount not to exceed at any time $11,500,000 in the
aggregate.”



SECTION II. CONDITIONS TO AMENDMENT AGREEMENT.




     This Second Amendment shall become effective as of the date hereof (the “Amendment Agreement
Effective Date”) only upon the satisfaction of all of the following conditions precedent (it being
understood that the amendments and modifications set forth in Section I of this Second Amendment
shall not become effective until satisfaction of the conditions set forth in Section III below):



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



     B. Amendment to First Lien Credit Agreement. The parties to the First Lien Credit Agreement
(as required by the terms of the First Lien Credit Agreement) shall have agreed to the terms of the
amendment to the First Lien Credit Agreement (such amendment, the “First Lien Amendment”) in
accordance with its terms and on substantially the same terms as described herein and the
Administrative Agent shall have received a fully executed copy of such amendment (it being
understood that the First Lien Amendment shall not have become effective until the satisfaction of
the conditions to effectiveness thereof).



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



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



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



SECTION III. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.




     The amendments and modifications set forth in Section I of this Second Amendment shall become
effective only upon the satisfaction of all of the following conditions precedent:



     A. Conditions to Amendment Agreement. The conditions set forth in Section II of this Second
Amendment shall have been satisfied on the Amendment Agreement Effective Date.



     B. Consummation of the IPO. The IPO shall have been consummated on or prior to the first
anniversary of the date the Requisite Lenders have executed this Second Amendment, as notified to
the Credit Parties by the Administrative Agent.



     C. Fees. The Administrative Agent shall have received, for the account of each Lender that
has executed and delivered a signature page approving this Second Amendment, a fee in an amount
equal to 0.25% of the aggregate amount of Loans outstanding immediately prior to the Second
Amendment Effective Date, which fee shall be paid by the Borrower no later than the date of the
consummation of the IPO.



     D. Effectiveness of First Lien Amendment. The First Lien Amendment shall have become
effective in accordance with its terms.



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     E. Additional Expenses. The Administrative Agent and the Syndication Agent shall have
received, to the extent invoiced, reimbursement or other payment of all reasonable out-of-pocket
expenses incurred since the Amendment Agreement Effective Date required to be reimbursed or paid by
the Borrower hereunder or any other Credit Document.



     F. Certification of Authorized Officer. The Administrative Agent and the Syndication Agent
shall have received a certificate signed by an Authorized Officer, certifying that (i) the
conditions set forth in Section III of this Second Amendment have been satisfied and (ii) as of the
Second Amendment Effective Date, the representations and warranties set forth in Section IV of this
Second Amendment are true and correct in all material respects.



SECTION IV. REPRESENTATIONS AND WARRANTIES




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



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



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



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



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



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



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



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



SECTION V. ACKNOWLEDGMENT AND CONSENT




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



     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Second Amendment. Each Guarantor represents and warrants that all
representations and warranties contained in the Amended Agreement and the Credit Documents to which
it is a party or otherwise bound are true and correct in all material respects (provided



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that if any representation or warranty is by its terms qualified by concepts of materiality,
such representation shall be true and correct in all respects) on and as of the Amendment Agreement
Effective Date and the Second Amendment Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true and correct in all material respects on and as of such
earlier date.




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



SECTION VI. MISCELLANEOUS




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




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




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




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



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



     C. Applicable Law. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     D. Counterparts. This Second Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall



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constitute but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document.




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



[Remainder of this page intentionally left blank.]




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



	 	 	 	 	 
	BORROWER: 	AZ CHEM US INC.

 	 
	 	By:  	/s/ Kellie Hardee	 
	 	 	Name: Kellie Hardee	 	 
	 	 	Title: Treasurer	 	 
	 
	GUARANTORS:  	AZ CHEM US HOLDINGS INC.

 	 
	 	By:  	/s/ Kellie Hardee	 
	 	 	Name: Kellie Hardee	 	 
	 	 	Title: Treasurer	 	 
	 
	 	ARIZONA CHEMICAL COMPANY, LLC

 	 
	 	By:  	/s/ Kellie Hardee	 
	 	 	Name: Kellie Hardee	 	 
	 	 	Title: Treasurer	 	 
	 
	 	ARIZONA ARBORIS, INC.

 	 
	 	By:  	/s/ Kellie Hardee	 
	 	 	Name: Kellie Hardee	 	 
	 	 	Title: Treasurer	 	 
	 




 









 





	 	 	 	 	 
	 	CAPITALSOURCE FINANCE LLC,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Christopher J. Blagg	 
	 	 	Name: Christopher J. Blagg	 	 
	 	 	Title: Authorized Signatory	 	 
	 




 









 





	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Syndication Agent

 	 
	 	By:  	/s/ Elizabeth Fischer	 
	 	 	Name: Elizabeth Fischer	 	 
	 	 	Title: Authorized Signatory