exv10w10





Exhibit 10.10




EXECUTION COPY




SECOND LIEN PLEDGE AND SECURITY AGREEMENT




dated as of February 28, 2007



between



EACH OF THE GRANTORS PARTY HERETO



and



CAPITALSOURCE FINANCE LLC,

as Collateral Agent



 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	SECTION 1. DEFINITIONS; GRANT OF SECURITY
	 	 	1	 
	1.1 General Definitions
	 	 	1	 
	1.2 Definitions; Interpretation
	 	 	7	 
	 
	 	 	 	 
	SECTION 2. GRANT OF SECURITY
	 	 	8	 
	2.1 Grant of Security
	 	 	8	 
	2.2 Certain Limited Exclusions
	 	 	8	 
	2.3 Subordination
	 	 	9	 
	 
	 	 	 	 
	SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE
	 	 	9	 
	3.1 Security for Obligations
	 	 	9	 
	3.2 Continuing Liability Under Collateral
	 	 	9	 
	 
	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS
	 	 	10	 
	4.1 Generally
	 	 	10	 
	4.2 Equipment and Inventory
	 	 	13	 
	4.3 Receivables
	 	 	14	 
	4.4 Investment Related Property
	 	 	16	 
	4.5 Material Contracts
	 	 	22	 
	4.6 Letter of Credit Rights
	 	 	23	 
	4.7 Intellectual Property
	 	 	23	 
	4.8 Commercial Tort Claims
	 	 	25	 
	 
	 	 	 	 
	SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;ADDITIONAL GRANTORS
	 	 	26	 
	5.1 Access; Right of Inspection
	 	 	26	 
	5.2 Further Assurances
	 	 	26	 
	5.3 Additional Grantors
	 	 	27	 
	 
	 	 	 	 
	SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
	 	 	27	 
	6.1 Power of Attorney
	 	 	27	 
	6.2 No Duty on the Part of Collateral Agent or Secured Parties
	 	 	28	 
	 
	 	 	 	 
	SECTION 7. REMEDIES
	 	 	29	 
	7.1 Generally
	 	 	29	 
	7.2 Application of Proceeds
	 	 	30	 
	7.3 Sales on Credit
	 	 	30	 
	7.4 Deposit Accounts
	 	 	31	 
	7.5 Investment Related Property
	 	 	31	 
	7.6 Intellectual Property
	 	 	31	 
	7.7 Cash Proceeds
	 	 	33	 
	 
	 	 	 	 
	SECTION 8. COLLATERAL AGENT
	 	 	33	 
	 
	 	 	 	 
	SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
	 	 	34	 
	 
	 	 	 	 
	SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
	 	 	35	 






i









 








	 	 	 	 	 
	 	 	PAGE
	SECTION 11. MISCELLANEOUS
	 	 	35	 
	 
	 	 	 	 
	SCHEDULE 4.1 — GENERAL INFORMATION
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 4.2 — LOCATION OF EQUIPMENT AND INVENTORY
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 4.4 — INVESTMENT RELATED PROPERTY
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 4.5 — MATERIAL CONTRACTS
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 4.6 — DESCRIPTION OF LETTERS OF CREDIT
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 4.7 — INTELLECTUAL PROPERTY — EXCEPTIONS
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 4.8 — COMMERCIAL TORT CLAIMS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A — PLEDGE SUPPLEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT C — SECURITIES ACCOUNT CONTROL AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT D — DEPOSIT ACCOUNT CONTROL AGREEMENT
	 	 	 	 






ii









 








          This
SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of February 28, 2007 (this
“Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an
Additional Grantor (as herein defined) (each, a
“Grantor”), and CAPITALSOURCE FINANCE LLC
(“CapitalSource”), as collateral agent for the Secured Parties (as herein defined) (in such
capacity as collateral agent, the “Collateral Agent”).



RECITALS:




     WHEREAS, reference is made to that certain Second Lien Credit and Guaranty Agreement, dated as
of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among AZ CHEM US INC. (“U.S. Borrower”), AZ CHEM US HOLDINGS
INC. (“U.S. Holdings”), certain Subsidiaries of U.S. Holdings, as Guarantors, the lenders party
thereto from time to time (the “Lenders”), and GSCP, as Lead Arranger, Bookrunner, and Syndication
Agent and CapitalSource, as Administrative Agent and Collateral Agent;



     WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may
enter into one or more Hedge Agreements with one or more Lender Counterparties;



     WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and
Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively,
each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents and the
Hedge Agreements as set forth herein;





     WHEREAS, concurrently herewith, U.S. Borrower and the other Grantors are entering into the
First Lien Credit Agreement with the agents and lenders party thereto;



     WHEREAS, in order to secure the obligations under the First Lien Credit Agreement, the
Grantors are concurrently granting to the Collateral Agent (as defined in the First Lien Credit
Agreement), for the benefit of the holders of the obligations under the Credit Documents (as
defined in the First Lien Credit Agreement), a first priority security interest in the
Collateral;



     WHEREAS, in order to set forth their respective rights and remedies with respect to the
Collateral, the Collateral Agent and the First Lien Collateral Agent (as defined in the
Intercreditor Agreement) are concurrently entering into the Intercreditor Agreement; and



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, each Grantor and the Collateral Agent agree as follows:


SECTION 1. DEFINITIONS; GRANT OF SECURITY.




     1.1 General Definitions. In this Agreement, the following terms shall have the following
meanings:



          “Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting
Obligation related thereto.



          “Accounts” shall mean all “accounts” as defined in Article 9 of the UCC.



          “Additional Grantors” shall have the meaning assigned in Section 5.3.



 









 







          “Agreement” shall have the meaning set forth in the preamble.



          “Assigned Agreements” shall mean all agreements and contracts to which such Grantor is a party
as of the date hereof, or to which such Grantor becomes a party after the date hereof, including,
without limitation, each Material Contract, as each such agreement may be amended, supplemented or
otherwise modified from time to time.



          “Cash Proceeds” shall have the meaning assigned in Section 7.7.



          “Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the UCC, including,
without limitation, “electronic chattel paper” or “tangible chattel paper”, as each term is defined
in Article 9 of the UCC.



          “Collateral” shall have the meaning assigned in Section 2.1.



          “Collateral Agent” shall have the meaning set forth in the preamble.



          “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer
lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes,
disks and related data processing software and similar items that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.



          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or
otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.



          “Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of
the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.8 (as
such schedule may be amended or supplemented from time to time).



          “Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the
UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under
the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to
time).



          “Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in the
Tax Code.



          “Copyright Licenses” shall mean all written agreements providing for the granting of any right
in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement referred to in Schedule 4.7(B) (as such schedule may be amended or
supplemented from time to time).



          “Copyrights” shall mean all United States, and foreign copyrights (including Community
designs), owned by each Grantor including but not limited to copyrights in software and databases,
and all Mask Works (as defined in 17 U.S.C. § 901(a)(1)) whether registered or unregistered, and,
with respect to any and all of the foregoing: (i) all registrations and applications therefor
including, without limitation, the registrations and applications referred to in Schedule 4.7(A)
(as such schedule may be amended or supplemented from time to time), (ii) all extensions and
renewals thereof, (iii) all rights corresponding thereto, (iv) all rights to sue for



2









 








past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including,
without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.



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



          “Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of the UCC
and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the
heading “Deposit Accounts” (as such schedule may be amended or supplemented from time to time).



          “Documents” shall mean all “documents” as defined in Article 9 of the UCC.



          “Equipment” shall mean: (i) all “equipment” as defined in Article 9 of the UCC, (ii) all
machinery, manufacturing equipment, data processing equipment, computers, office equipment,
furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts
thereof, whether or not at any time of determination incorporated or installed therein or attached
thereto, and all replacements therefor, wherever located, now or hereafter existing, including any
fixtures.



          “General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the
UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall
include, without limitation, all interest rate or currency protection or hedging arrangements, all
tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all
Intellectual Property (in each case, regardless of whether characterized as general intangibles
under the UCC).



          “Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii)
shall include, without limitation, all Inventory and Equipment (in each case,
regardless of whether characterized as goods under the UCC).



          “Grantors” shall have the meaning set forth in the preamble.



          “Indemnitee” shall mean the Collateral Agent, and its and its Affiliates’ officers, partners,
directors, trustees, employees, agents.



          “Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.



          “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life
insurance policies.



          “Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the
Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the
Trade Secret Licenses.



          “Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986, as
amended from time to time.



          “Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all
goods held for sale or lease or to be furnished under contracts of service or so leased or



3









 









furnished, all raw materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such
inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor
has an interest in mass or a joint or other interest or right of any kind; and all goods which are
returned to or repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether characterized as
inventory under the UCC).



          “Investment Accounts” shall mean the Securities Accounts, Commodities Accounts and Deposit
Accounts.



          “Investment
Related Property” shall mean: (i) all “investment
property” as defined in Article
9 of the UCC and (ii) all of the following (regardless of whether classified as investment property
under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and
certificates of deposit.



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



          “Letter of Credit Right” shall mean “letter-of-credit right” as defined in Article 9 of the
UCC.



          “Money”
shall mean “money” as defined in the UCC.



          “Non-Assignable Contract” shall mean any agreement, contract or license to which any Grantor
is a party that by its terms purports to restrict or prevent the assignment or granting of a
security interest therein (either by its terms or by any federal or state statutory prohibition or
otherwise irrespective of whether such prohibition or restriction is enforceable under Section
9-406 through 409 of the UCC).



          “Patent Licenses” shall mean all written agreements providing for the granting  of
any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 4.7(D) (as such schedule may be amended
or supplemented from time to time).



          “Patents” shall mean all United States and foreign patents and certificates of invention and
applications for any of the foregoing, owned by each Grantor including, but not limited to: (i)
each patent and patent application referred to in Schedule 4.7(C) hereto (as such schedule may be
amended or supplemented from time to time), (ii) all reissues, divisions, continuations,
continuations-in-part, extensions, renewals, and reexaminations thereof, (iii)all rights
corresponding thereto, (iv) all inventions and improvements described therein, (v) all rights to
sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and
proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without
limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.



          “Pledge Supplement” shall mean any supplement to this agreement in substantially the form of
Exhibit A.



          “Pledged Debt” shall mean all Indebtedness owed to such Grantor, including, without
limitation, all Indebtedness described on Schedule 4.4(A) under the heading “Pledged Debt” (as such
schedule may be amended or supplemented from time to time), issued by the obligors named therein,
the instruments evidencing such Indebtedness, and all interest, cash,



4









 









instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Indebtedness.



          “Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged
Partnership Interests and Pledged Trust Interests.



          “Pledged LLC Interests” shall mean all interests in any limited liability company including,
without limitation, all limited liability company interests listed on Schedule 4.4(A) under the
heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such limited liability company interests and any
interest of such Grantor on the books and records of such limited liability company or on the books
and records of any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such limited liability company interests.





          “Pledged Partnership Interests” shall mean all interests in any general partnership, limited
partnership, limited liability partnership or other partnership including, without limitation, all
partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests”
(as such schedule may be amended or supplemented from time to time) and the certificates, if any,
representing such partnership interests and any interest of such Grantor on the books and records
of such partnership or on the books and records of any securities intermediary pertaining to such
interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities
and other property or proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such partnership interests.


          “Pledged Stock” shall mean all shares of capital stock owned by such Grantor, including,
without limitation, all shares of capital stock described on Schedule 4.4(A) under the heading
“Pledged Stock” (as such schedule may be amended or supplemented from time to time), and the
certificates, if any, representing such shares and any interest of such Grantor in the entries on
the books of the issuer of such shares or on the books of any securities intermediary pertaining to
such shares, and all dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares.



          “Pledged Trust Interests” shall mean all interests in a Delaware business trust or other trust
including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading
“Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time) and
the certificates, if any, representing such trust interests and any interest of such Grantor on the
books and records of such trust or on the books and records of any securities intermediary
pertaining to such interest and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such trust interests.



          “Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments or
distributions made with respect to any Investment Related Property and (iii) whatever is receivable
or received when Collateral is sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary.



5









 







          “Receivables” shall mean all rights to payment, whether or not earned by performance, for
goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights constituting or evidenced
by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property,
together with all of Grantor’s fights, if any, in any goods or other property giving rise to such
right to payment and all Collateral Support and Supporting Obligations related thereto and all
Receivables Records.



          “Receivables Records” shall mean (i) all original copies of all documents, instruments or
other writings or electronic records or other Records evidencing the Receivables, (ii) all books,
correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer
discs, computer runs, record keeping systems and other papers and documents relating to the
Receivables, whether in the possession or under the control of Grantor or any computer bureau or
agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of
financing statements and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other creditors or secured
parties, and certificates, acknowledgments, or other writings, including, without limitation, lien
search reports, from filing or other registration officers, (iv) all credit information, reports
and memoranda relating thereto and (v) all other written or nonwritten forms of information related
in any way to the foregoing or any Receivable.


          “Record” shall have the meaning specified in Article 9 of the UCC.



          “Secured Obligations” shall have the meaning assigned in Section 3.1.




          “Securities” shall mean any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.




          “Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the
UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under
the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to
time).



          “Supporting Obligation” shall mean all “supporting obligations” as defined in Article 9 of the
UCC.



          “Trademark Licenses” shall mean all written agreements providing for the granting of any right
in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement referred to in Schedule 4.7(F) (as such schedule may be amended or
supplemented from time to time).



          “Trademarks” shall mean all United States, and foreign trademarks, trade names, corporate
names, company names, business names, fictitious business names, Internet domain names, service
marks, certification marks, collective marks, logos, other source or business identifiers, designs
and general intangibles of a like nature owned by each Grantor, all



6









 









registrations and applications for any of the foregoing including, but not limited to: (i) the
registrations and applications referred to in Schedule 4.7(E) (as such schedule may be amended or
supplemented from time to time), (ii) all renewals of any of the foregoing, (iii) all of the
goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right
to sue for past, present and future infringement or dilution of any of the foregoing or for any
injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.



          “Trade Secret Licenses” shall mean all written agreements providing for the granting of any
right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 4.7(G) (as such schedule may be amended
or supplemented from time to time).



          “Trade Secrets” shall mean all trade secrets and all other confidential or proprietary
information and know-how whether or not such Trade Secret has been reduced to a writing or other
tangible form, including all documents and things embodying, incorporating, or referring in any way
to such Trade Secret, including but not limited to: (i) the right to sue for past, present and
future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the
foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages,
and proceeds of suit.



          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York or, when the context implies, the Uniform Commercial Code as in effect from time to time
in any other applicable jurisdiction.



          “United States” shall mean the United States of America.



     1.2 Definitions; Interpretation. All capitalized terms used herein (including the preamble and
recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the
Credit Agreement or, if not defined therein, in the UCC. References to “Sections,” “Exhibits” and
“Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement
unless otherwise specifically provided. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the reference. The use
herein of the word “include” or “including”, when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific items or matters set
forth immediately following such word or to similar items or matters, whether or not nonlimiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used
with reference thereto, but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter. If any conflict or
inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall
govern. Notwithstanding the foregoing, the Liens and security interests granted to the Collateral
Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent
hereunder are subject in all respects to the provisions of the Intercreditor Agreement. All
references herein to provisions of the UCC shall include all successor provisions under any
subsequent version or amendment to any Article of the UCC.



7









 







SECTION 2. GRANT OF SECURITY.




     2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent a security interest
in and continuing lien on all of such Grantor’s right, title and interest in, to and under all
personal property of such Grantor including, but not limited to the following, in each case whether
now owned or existing or hereafter acquired or arising and wherever located (all of which being
hereinafter collectively referred to as the “Collateral”):



          (a) Accounts;



          (b) Chattel Paper;



          (c) Documents;



          (d) General Intangibles;



          (e) Goods;



          (f) Instruments;



          (g) Insurance;



          (h) Intellectual Property;



          (i) Investment Related Property;



          (J) Letter of Credit Rights;



          (k) Money;



          (l) Receivables and Receivable Records;



          (m) Commercial Tort Claims;



          (n) to the extent not otherwise included above, all Collateral Records, Collateral Support and
Supporting Obligations relating to any of the foregoing; and



          (o) to the extent not otherwise included above, all Proceeds, products, accessions, rents and
profits of or in respect of any of the foregoing.



     2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event
shall the Collateral include or the security interest granted under Section 2.1 hereof attach to
(a) any lease, license, sublicense, contract, property rights or agreement to which any Grantor is
a party if and for so long as the grant of such security interest shall constitute or result in (i)
the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor
therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such
lease, license, sublicense, contract property rights or agreement (other than to the extent that
any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of
the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity), provided however that the
Collateral shall include and such security interest shall attach immediately at such time as the
condition causing such abandonment, invalidation or unenforceability shall be remedied and, to



8









 









the extent severable, shall attach immediately to any portion of such Lease, license, contract,
property rights or agreement that does not result in any of the consequences specified in (i) or
(ii) above; or (b)if applicable, in any of the outstanding capital stock of a Controlled Foreign
Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled
Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Tax Code
to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled
Foreign Corporation without adverse tax consequences, the Collateral shall include, and the
security interest granted by each Grantor shall attach to, such greater percentage of capital stock
of each Controlled Foreign Corporation; or (c) any intent-to-use Trademark applications until such
time as verified “statement of use” or “amendment to allege use” with respect thereto has been
filed with and accepted in the United States Patent and Trademark Office; or (d) for so long as the
Specified Target is not a wholly-owned Subsidiary of the Grantors, the Equity Interests of the
Specified Target.



     2.3 Subordination. Notwithstanding anything herein to the contrary, it is the understanding of
the parties that the Liens granted pursuant to Section 2.1 herein shall, prior to the Discharge of
First Lien Obligations (as defined in the Intercreditor Agreement), be subject and subordinate
(pursuant to the terms and conditions of the Intercreditor Agreement) to the Liens granted to the
First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations to secure
the First Lien Obligations pursuant to the Security Agreement (as defined in the First Lien Credit
Agreement). Notwithstanding anything herein to the contrary, the Liens and the security interest
granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy
by the Collateral Agent hereunder are subject in all instances to the provisions of the
Intercreditor Agreement.



SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.




     3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral
security for, the prompt and complete payment or performance in full when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including the payment of amounts that would become due but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision
thereof)), of the respective Obligations of each Grantor (the “Secured Obligations”).



     3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary,
(i) each Grantor shall remain liable for its obligations under the Collateral and nothing contained
herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party,
(ii) each Grantor shall remain liable under each of the agreements included in the Collateral,
including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged
LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with
and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured
Party shall have any obligation or liability under any of such agreements by reason of or arising
out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any
Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any
payment received by it or have any obligation to take any action to collect or enforce any rights
under any agreement included in the Collateral, including, without limitation, any agreements
relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the
Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included in the Collateral.



9









 







SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.




     4.1 Generally.



          (a) Representations
and Warranties. Each Grantor hereby represents and warrants, on the
Closing Date and on each Credit Date, that:




          (i) it owns or has the right to use the Collateral purported to be owned by it or
otherwise has the rights it purports to have in each item of Collateral and, as to all
Collateral whether now existing or hereafter acquired, will continue to own or have such
rights in each item of the Collateral, in each case (x) free and clear of any and all
Liens, including, without limitation, liens arising as a result of such Grantor becoming
bound (as a result of merger or otherwise) as debtor under a security agreement entered
into by another Person, other than Permitted Liens and (y) except to the extent permitted
under the Credit Agreement;




          (ii) it has indicated on Schedule 4.1 (A)(as such schedule may be amended or
supplemented from time to time): (w) the type of organization of such Grantor, (x) the
jurisdiction of organization of such Grantor, (y) its organizational identification number
and (z) the jurisdiction where the chief executive office or its sole place of business is
(or the principal residence if such Grantor is a natural person), and for the one-year
period preceding the date hereof has been, located.




          (iii) the full legal name of such Grantor is as set forth on Schedule 4.1 (A) and it
has not done in the last five (5) years, and does not do, business under any other name
(including any trade name or fictitious business name) except for those names set forth on
Schedule 4.1(B) (as such schedule may be amended or supplemented from time to time);




          (iv) except as provided on Schedule 4.1 (C), it has not changed its  name,
jurisdiction of organization, chief executive office or sole place of business (or principal
residence if such Grantor is a natural person) or its corporate structure in any way (e.g.,
by merger, consolidation, change in corporate form or otherwise) within the past five (5)
years;




          (v) it has not within the last five (5) years become bound (whether as a result of
merger or otherwise) as debtor under a security agreement entered into by another Person,
which has not heretofore been terminated other than the agreements identified on Schedule 4.
1(D) hereof (as such schedule may be amended or supplemented from time to time);




          (vi) with respect to each agreement identified on Schedule 4.1 (D), it has indicated on
Schedule 4.1 (A) and Schedule 4.1 (B) the information required pursuant to Section
4.1(a)(ii), (iii) and (iv) with respect to the debtor under each such agreement;




          (vii) (t) upon the filing of all UCC financing statements naming each Grantor as
“debtor” and the Collateral Agent as “secured party” and describing the Collateral in the
filing offices set forth opposite such Grantor’s name on
Schedule 4. 1(E) hereof (as such
schedule may be amended or supplemented from time to time) and other filings delivered by
each Grantor, (u) upon delivery of all Instruments, Chattel Paper and certificated Pledged
Equity Interests and Pledged Debt, (v) upon sufficient identification



10









 









of Commercial Tort Claims, (w) upon execution of a control agreement establishing the
Collateral Agent’s “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the
UCC, as applicable) with respect to any Investment Account, (x) upon consent of the issuer
with respect to Letter of Credit Rights, (y) to the extent not subject to Article 9 of the
UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and
Copyrights in the applicable intellectual property registries, including but not limited to
the United States Patent and Trademark Office and the United States Copyright Office and (z)
if applicable, upon compliance with all perfection requirements under laws of countries
other than the United States, the security interests granted to the Collateral Agent
hereunder constitute valid and perfected second priority Liens (subject in the case of
priority only to Permitted Liens and to the rights of the United States government
(including any agency or department thereof) with respect to United States government
Receivables) on all of the Collateral;




          (viii) all actions and consents (other than all actions required under the UCC),
including all filings, notices, registrations and recordings necessary or desirable for the
exercise by the Collateral Agent of the voting or other rights provided for in this
Agreement or the exercise of remedies in respect of the Collateral have been made or
obtained;




          (ix) other than the financing statements filed in favor of the Collateral Agent, no
effective UCC financing statement, fixture filing or other instrument similar in effect
under any applicable law covering all or any part of the Collateral is on file in any filing
or recording office except for (x) financing statements for which proper termination
statements have been delivered to the Collateral Agent and the Collateral Agent for the
First Lien Credit Agreement for filing and (y) financing statements filed in connection with
Permitted Liens;




          (x) no authorization, approval or other action by, and no notice to or filing with, any
Governmental Authority or regulatory body is required for either (i) the pledge or grant by
any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder
or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any
Collateral (whether specifically granted or created hereunder or created or provided for by
applicable law), except (A) for the filings contemplated by clause (vii) above and (B) as
may be required, in connection with the disposition of any Investment Related Property, by
laws generally affecting the offering and sale of Securities;




          (xi) all information supplied by any Grantor with respect to any of the Collateral (in
each case taken as a whole with respect to any particular Collateral) is accurate and
complete in all material respects;




          (xii) Except as described on Schedule 4.1(D), such Grantor is not bound as a debtor,
either by contract or by operation of law, by a security agreement previously entered into
by another Person; and




          (xiii) Such Grantor has been duly organized as an entity of the type as set forth
opposite such Grantor’s name on Schedule 4.1(A) solely under the laws of the jurisdiction as
set forth opposite such Grantor’s name on Schedule 4.1(A) and remains duly existing as such.
Such Grantor has not filed any certificates of domestication, transfer or continuance in any
other jurisdiction.



11









 







          (b) Covenants
and Agreements. Each Grantor hereby covenants and agrees that:




          (i) it shall not produce, use or permit any Collateral to be used unlawfully or in violation
of any provision of this Agreement or any applicable statute, regulation or ordinance or any
policy of insurance covering the Collateral in a material respect;




          (ii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger,
consolidation, change in corporate form or otherwise) sole place of business (or principal
residence if such Grantor is a natural person), chief executive office, type of organization or
jurisdiction of organization or establish any trade names unless it shall have (a) notified the
Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge
Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements
to Schedules thereto, at least thirty (30) days prior to any such change or establishment,
identifying such new proposed name, identity, corporate structure, sole place of business (or
principal residence if such Grantor is a natural person), chief executive office, jurisdiction of
organization or trade name and providing such other information in connection therewith as the
Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to
maintain the continuous validity, perfection and the same or better priority of the Collateral
Agent’s security interest in the Collateral intended to be granted and agreed to hereby;




          (iii)
if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights
in or the use of any Collateral, it shall use such value for such purposes and such Grantor further
agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the
portion of the value used to acquire rights  in any Collateral shall be paid in the
chronological order such Grantor acquired rights therein;




          (iv) it shall pay promptly when due all property and other taxes, assessments and governmental
charges or levies imposed upon, and all claims (including claims for labor, materials and supplies)
against, the Collateral, except to the extent the validity thereof is being contested in good
faith; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or
claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ
or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result
of the failure to make such payment;




          (v) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it
shall promptly notify the Collateral Agent in writing of any event that may have a Material
Adverse Effect on the value of the Collateral, the ability of any Grantor or the Collateral
Agent to dispose of the Collateral or any material portion thereof, or the rights and
remedies of the Collateral Agent in relation thereto, including, without limitation, the
levy of any legal process against the Collateral or any material portion thereof;




          (vi) it shall not take or permit any action which could materially impair the Collateral
Agent’s rights in the Collateral; and



12









 







          (vii) it shall not sell, transfer or assign (by operation of law or otherwise) any
Collateral except as otherwise in accordance with the Credit Agreement.



     4.2 Equipment and Inventory.



          (a) Representations
and Warranties. Each Grantor represents and warrants, on the Closing Date
and on each Credit Date, that:




          (i) all of the Equipment and Inventory (in excess of $10,000 per location) included in
the Collateral is kept at the locations specified in Schedule 4.2 (as such schedule may be
amended or supplemented from time to time);




          (ii) any Goods now or hereafter produced by any Grantor included in the Collateral
have been and will be produced in compliance with the requirements of the Fair Labor
Standards Act, as amended; and




          (iii) none of the Inventory or Equipment in excess of $2,500,000 in the aggregate at
any time is in the possession of an issuer of a negotiable document
(as defined in Section
7-104 of the UCC) therefor or otherwise in the possession of a bailee or a warehouseman.



          (b) Covenants
and Agreements. Each Grantor covenants and agrees that:




          (i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment
and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended
or supplemented from time to time) unless it shall have (a) notified the Collateral Agent
in writing, by executing and delivering to the Collateral Agent a completed Pledge
Supplement, substantially in the form of Exhibit A attached hereto, together with all
Supplements to Schedules thereto, at least thirty (30) days prior to any change in
locations, identifying such new locations and providing such other information in
connection therewith as the Collateral Agent may reasonably request and (b) taken all
actions necessary or advisable to maintain the continuous validity, perfection and the same
or better priority of the Collateral Agent’s security interest in the Collateral intended
to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;




          (ii) it shall keep correct and accurate records of the Inventory, as is customarily
maintained under similar circumstances by Persons of established reputation engaged in
similar business, and in any event in conformity with GAAP;




          (iii) it shall not deliver any Document evidencing any Equipment and Inventory to any
Person other than the issuer of such Document to claim the Goods evidenced therefor, the
First Lien Collateral Agent or the Collateral Agent in accordance with the Intercreditor
Agreement;




          (iv) if any Equipment or Inventory is in possession or control of any third party, each
Grantor shall join with the Collateral Agent in notifying the third party of the Collateral
Agent’s security interest and obtaining an acknowledgment from the third party that it is
holding the Equipment and Inventory for the benefit of the Collateral Agent; and



13









 








          (v) with respect to any item of Equipment which is covered by a certificate of title under a
statute of any jurisdiction under the law of which indication of a security interest on such
certificate is required as a condition of perfection thereof, upon the reasonable request of the
Collateral Agent, (A) provide information with respect to any such Equipment in excess of
$2,500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other
appropriate authority in such jurisdiction an application or other document requesting the notation
or other indication of the security interest created hereunder on such certificate of title, and
(C) deliver to the Collateral Agent copies of all such applications or other documents filed during
such calendar quarter and copies of all such certificates of title issued during such calendar
quarter indicating the security interest created hereunder in the items of Equipment covered
thereby.



     4.3 Receivables.



          (a) Representations
and Warranties. Each Grantor represents and warrants, on the Closing Date and
on each Credit Date, that:




          (i) none of the Account Debtors in respect of any Receivable in excess of $1,000,000 individually
or $5,000,000 in the aggregate is the government of the United States, any agency or
instrumentality thereof, any state or municipality or any foreign sovereign unless the Grantors
provide notice to the Collateral Agent, no Receivable in excess of $1,000,000 individually or
$5,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in
connection with the pledge hereunder, except any consent which has been obtained; and




          (ii) no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not
been delivered to, or otherwise subjected to the control of, the Collateral Agent to the extent
required by, and in accordance with Section 4.3(c).



          (b) Covenants
and Agreements: Each Grantor hereby covenants and agrees that:




          (i) it shall keep and maintain at its own cost and expense satisfactory and complete records of
the Receivables, including, but not limited to, the originals of all documentation with respect to
all Receivables and records of all payments received and all credits granted on the Receivables,
all merchandise returned and all other material dealings therewith;




          (ii) it shall mark conspicuously, in form and manner reasonably satisfactory to the Collateral
Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered
to the Collateral Agent as provided herein), as well as the Receivables Records, with an
appropriate reference to the fact that the Collateral Agent has a security interest therein;




          (iii) it shall perform in all material respects all of its obligations with respect to the
Receivables;




          (iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner
which could reasonably be expected to have a Material Adverse Effect on the value of such
Receivable as Collateral. Other than in the ordinary




14











 









course of business as generally conducted by it on and prior to the date hereof, and except as
otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not
(w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or
settle any dispute, claim or legal proceeding with respect to any Receivable for less than the
total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment
thereof, or (z) allow any credit or discount thereon;




          (v) except as otherwise provided in this subsection (v), each Grantor shall continue to collect all
amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation
and diligently exercise each material right it may have under any Receivable, any Supporting
Obligation or Collateral Support, in each case, at its own expense, and in connection with such
collections and exercise, such Grantor shall take such action as such Grantor may deem necessary or
advisable. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time to
notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security
interest in the Receivables and any Supporting Obligation and, in addition, at any time following
the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1)
direct the Account Debtors under any Receivables to make payment of all amounts due or to become
due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor
to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under
any Receivables have been directed to make payment to remit all amounts representing collections on
checks and other payment items from time to time sent to or deposited in such lockbox or other
arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor,
collection of any such Receivables and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have done. If the
Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance
with the preceding sentence, any payments of Receivables received by such Grantor shall be
forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact
form received, duly indorsed by such Grantor to the Collateral Agent if required, in an account
maintained under the sole dominion and control of the Collateral Agent, and until so turned over,
all amounts and proceeds (including checks and other instruments) received by such Grantor in
respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in
trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of
such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any
Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit
or discount thereon; and




          (vi) it shall use commercially reasonable efforts to keep in full force and effect any Supporting
Obligation or Collateral Support relating to any Receivable.



          (c) Delivery
and Control of Receivables. With respect to any Receivables in excess of $1,000,000
individually or $5,000,000 that is evidenced by, or constitutes, Chattel Paper or Instruments, each
Grantor shall cause each originally executed copy thereof to be delivered to the First Lien
Collateral Agent and Collateral Agent (or its respective agent or designee) as applicable, in
accordance with the Intercreditor Agreement appropriately indorsed to the Collateral Agent or
indorsed in blank: (i) with respect to any such Receivables
in existence on the date hereof, on or prior to the date hereof and (ii) with respect
to any such Receivables



15









 







hereafter arising, within ten (10) Business Days of such Grantor acquiring rights therein. With
respect to any Receivables in excess of $1,000,000 individually or $5,000,000 in the aggregate
which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall
take all steps necessary to give the Collateral Agent control over such Receivables (within the
meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the
date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter
arising, within ten (10) days of such Grantor acquiring rights therein. Any Receivable not
otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent
or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered
or subjected to such control upon request of the First Lien Collateral Agent or the Collateral
Agent, as applicable, in accordance with the Intercreditor Agreement.




     4.4
Investment Related Property. Investment Related Property Generally



          (a) Covenants
and Agreements. Each Grantor hereby covenants and agrees that:




          (i) in the event it acquires rights in any Investment Related Property after the date hereof, it
shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of
Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new
Investment Related Property and all other Investment Related Property. Notwithstanding the
foregoing, it is understood and agreed that the security interest of the Collateral Agent shall
attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights
therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule
4.4 as required hereby;




          (ii) except as provided in the next sentence, in the event such Grantor receives any dividends,
interest or distributions on any Investment Related Property, or any securities or other property
upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related
Property, then (a) such dividends, interest or distributions and securities or other property shall
be included in the definition of Collateral without further action and (b) such Grantor shall
immediately take all steps, if any, advisable to ensure the validity, perfection, priority and, if
applicable, control of the Collateral Agent over such Investment Related Property (including,
without limitation, delivery thereof to the Collateral Agent pursuant to the terms of the
Intercreditor Agreement) and pending any such action such Grantor shall be deemed to hold such
dividends, interest, distributions, securities or other property in trust for the benefit of the
Collateral Agent and shall segregate such dividends, distributions, Securities or other property
from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of
Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to
retain all ordinary cash dividends and distributions paid in the normal course of the business of
the issuer and consistent with the past practice of the issuer and all scheduled payments of
interest; and




          (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all
Investment Related Property to the Collateral Agent.



          (b) Delivery and Control.



16









 









          (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently
has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit
Date and with respect to any Investment Related Property hereafter acquired by such Grantor it
shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights
therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With
respect to any Investment Related Property that is represented by a certificate or that is an
Instrument (other than any Investment Related Property credited to a Securities Account) it shall
cause such certificate or Instrument to be delivered to the First Lien Collateral Agent or the
Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, indorsed in blank
by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such
certificate constitutes a “certificated security” for purposes of the UCC. With respect to any
Investment Related Property that is an “uncertificated security” for purposes of the UCC (other
than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer
of such uncertificated security to either (i) register the Collateral Agent as the registered owner
thereof on the books and records of the issuer or (ii) execute an agreement substantially in the
form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral
Agent’s instructions with respect to such uncertificated security without further consent by such
Grantor.



          (c) Voting
and Distributions.




          (i) So long as no Event of Default shall have occurred and be continuing:




	 	(1)	 	except as otherwise provided under the covenants and agreements relating to investment related
property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be
entitled to exercise or refrain from exercising any and all voting and other consensual rights
pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent
with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or
refrain from exercising any such right if the Collateral Agent shall have notified such Grantor
that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse
Effect on the value of the Investment Related Property; and provided further, such Grantor shall
give the Collateral Agent at least five (5) Business Days prior written notice of the manner in
which it intends to exercise, or the reasons for refraining from exercising, any such right; it
being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or
such Grantor’s consent to, the election of directors (or similar governing body) at a regularly
scheduled annual or other meeting of stockholders or with respect to incidental matters at any such
meeting, nor such Grantor’s consent to or approval of any action not impermissible under this
Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement
or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such
voting or consent need be given to the Collateral Agent; and
	 
	 	(2)	 	the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered)
to each Grantor all proxies and other instruments as such Grantor may from time to time reasonably
request for the purpose of enabling such




17









 









Grantor to exercise the voting and other consensual rights, if necessary, when and to the extent
which it is entitled to exercise pursuant to clause (1) above;




          (ii) Subject to the Intercreditor Agreement, upon the occurrence and during the continuation of an
Event of Default:




	 	(1)	 	all rights of each Grantor to exercise or refrain from exercising the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and
all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the
sole right to exercise such voting and other consensual rights; and
	 
	 	(2)	 	in order to permit the Collateral Agent to exercise the voting and other consensual rights
which it may be entitled to exercise pursuant hereto and to receive all dividends and other
distributions which it may be entitled to receive hereunder: (A) each Grantor shall promptly
execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies,
dividend payment orders and other instruments as the Collateral Agent may from time to time
reasonably request and (B) each Grantor acknowledges that the Collateral Agent may utilize the
power of attorney set forth in Section 6.1.





          4.4.2 Pledged Equity Interests



          (a) Representations
and Warranties. Each Grantor hereby represents and warrants, on the Closing
Date and on each Credit Date, that:




          (i) Schedule 4.4(A) (as such schedule may be amended or supplemented from time to time) sets forth
under the headings “Pledged Stock, “Pledged LLC Interests,”“Pledged Partnership Interests” and
“Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged
Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity
Interests constitute the percentage of issued and outstanding shares of stock, percentage of
membership interests, percentage of partnership interests or percentage of beneficial interest of
the respective issuers thereof indicated on such Schedule;




          (ii) except as set forth on Schedule 4.4(B), it has not acquired any equity interests of another
entity or substantially all the assets of another entity within the past five (5) years;




          (iii) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens,
rights or claims of other Persons other than Permitted Liens and there are no outstanding warrants,
options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding
with respect to, or property that is convertible into, or that requires the issuance or sale of,
any Pledged Equity Interests;




          (iv) no consent of any Person including any other general or limited partner, any other member of a
limited liability company, any other shareholder or any other trust beneficiary is necessary in
connection with the creation, perfection or first priority status of the security interest of the
Collateral Agent (in the case of priority, subject to Liens granted to the First Lien Collateral
Agent) in any Pledged Equity



18









 









Interests or the exercise by the Collateral Agent of the voting or other rights provided for in
this Agreement or the exercise of remedies in respect thereof;




          (v) none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests
in issuers that: (a) are registered as investment companies or (b) are dealt in or traded on
securities exchanges or markets; and




          (vi) except as otherwise set forth on Schedule 4.4(C), all of the Pledged LLC Interests and Pledged
Partnership Interests are or represent interests in issuers that have opted to be treated as
securities under the uniform commercial code of any jurisdiction.



          (b) Covenants
and Agreements. Each Grantor hereby covenants and agrees that:




          (i) without the prior written consent of the Collateral Agent, it shall not vote to enable or take
any other action to: (a) amend or terminate any partnership agreement, limited liability company
agreement, certificate of incorporation, by-laws or other organizational documents in any way that
materially changes the rights of such Grantor with respect to any Investment Related Property or
adversely affects the validity, perfection or priority of the Collateral Agent’s security interest,
(b) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership
interests, limited liability company interests or other equity interests of any nature or to issue
securities convertible into or granting the right of purchase or exchange for any stock or other
equity interest of any nature of such issuer, (c) other than as permitted under the Credit
Agreement, permit any issuer of any Pledged Equity Interest to dispose of all or a material portion
of their assets, (d) waive any default under or breach of any terms of organizational document
relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e)
cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not
securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to
cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for
purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged
Partnership Interests or Pledged LLC Interests takes any such action that contradicts the foregoing
in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such
election or action and, in such event, shall take all steps necessary or advisable to establish the
Collateral Agent’s “control” thereof;




          (ii) it shall comply with all of its obligations under any partnership agreement or limited
liability company agreement relating to Pledged Partnership Interests
or Pledged LLC Interests and
shall enforce all of its rights with respect to any Investment Related Property;




          (iii) without the prior written consent of the Collateral Agent, it shall not permit any issuer of
any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security
interest that is perfected by a filed financing statement (that is not effective solely under
section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii)
all the outstanding capital stock or other equity interests of the surviving or resulting
corporation, limited liability company, partnership or other entity is, upon such merger or
consolidation, pledged hereunder and no cash, securities or other property is distributed in
respect of the outstanding equity interests of



19









 









any other constituent Grantor; provided that if the surviving or resulting entity is a Controlled
Foreign Corporation, then the applicable Grantor shall only be required to pledge equity interests
in accordance with Section 2.2; and




          (iv) each Grantor consents to the grant by each other Grantor of a security interest in all
Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents
to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral
Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent
or its nominee as a partner in any partnership or as a member in any limited liability company with
all the rights and powers related thereto.



          4.4.3 Pledged Debt



          (a) Representations
and Warranties. Each Grantor hereby represents and warrants, on the Closing
Date and each Credit Date, that:




          (i) Schedule 4.4 (as such schedule may be amended or supplemented from time to time) sets forth
under the heading “Pledged Debt” all of the Pledged Debt owned by any Grantor and all of such
Pledged Debt has been duly authorized, authenticated or issued, and delivered to such Grantor’s
knowledge and is the legal, valid and binding obligation of the issuers thereof and is not in
default, and include among other debt, all of the issued and outstanding inter-company
Indebtedness;



          (b) Covenant
and Agreement. Each Grantor hereby covenants and agrees that it shall notify the
Collateral Agent of any default under any Pledged Debt that has caused, either in any individual
case or in the aggregate, a Material Adverse Effect.



          4.4.4 Investment Accounts



          (a) Representations
and Warranties. Each Grantor hereby represents and warrants, on the Closing
Date and each Credit Date, that:




          (i) Schedule 4.4 hereto (as such schedule may be amended or supplemented from time to time) sets
forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the
Securities Accounts and Commodities Accounts in which each Grantor has an interest. Each Grantor is
the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor
has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent
pursuant hereto and the First Lien Collateral Agent) having “control” (within the meanings of
Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or
Commodity Account or securities or other property credited thereto;




          (ii) Schedule 4.4 hereto (as such schedule may be amended or supplemented from time to time) sets
forth under the headings “Deposit Accounts” all of the Deposit Accounts in which each Grantor has
an interest. Each Grantor is the sole account holder of each such Deposit Account and such Grantor
has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent
pursuant hereto and the First Lien Collateral Agent) having either sole dominion and control
(within the meaning of common law) or “control” (within the meanings of Section 9-104 of the




20











 






UCC) over, or any other interest in, any such Deposit Account or any money or
other property deposited therein; and




          (iii) Each Grantor has taken all actions necessary or desirable, including those
specified in Section 4.4.4(c), to: (a) establish Collateral Agent’s “control” (within the
meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related
Property constituting Certificated Securities, Uncertificated Securities, Securities
Accounts or Commodities Accounts (each as defined in the UCC); (b) establish the Collateral
Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit
Accounts; and (c) deliver all Instruments to the Collateral Agent.



          (b) Covenant and Agreement. Each Grantor hereby covenants and agrees with the Collateral Agent
and each other Secured Party that it shall not close or terminate any Investment Account without
the prior consent of the Collateral Agent and unless a successor or replacement account has been
established with the consent of the Collateral Agent with respect to which successor or replacement
account a control agreement has been entered into by the appropriate Grantor, Collateral Agent and
securities intermediary or depository institution at which such successor or replacement account is
to be maintained in accordance with the provisions of Section 4.4.4(c).




          (c) Delivery and Control





          (i) With respect to any Investment Related Property consisting of Securities Accounts,
it shall cause the securities intermediary maintaining such Securities Account to enter
into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s
“entitlement orders” without further consent by such Grantor. With respect to any
Investment Related Property that is a “Deposit Account,” it shall cause the depositary
institution maintaining such account to enter into an agreement substantially in the form
of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion
and control over  such Deposit Account (within the meaning of the
common law) and “control” (within the meaning of Section 9-104 of the UCC) over such
Deposit Account. To the extent required by the Credit Agreement, each Grantor shall use
commercially reasonable efforts to enter into such control agreement or agreements with
respect to: (i) any Securities Accounts or Deposit Accounts that exist on the Closing Date,
and (ii) any Securities Accounts or Deposit Accounts that are created or acquired after the
Closing Date, as of or prior to the deposit or transfer of any such securities entitlements
or funds, whether constituting moneys or investments, into such Securities Accounts or
Deposit Accounts.




In addition to the foregoing, if any issuer of any Investment Related Property is located
in a jurisdiction outside of the United States, each Grantor shall take such additional
commercially reasonable actions, including, without limitation, causing the issuer to
register the pledge on its books and records or making such filings or recordings, in each
case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to
insure the validity, perfection and priority of the security interest of the Collateral
Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the
right subject to the Intercreditor Agreement, without notice to any Grantor, to transfer
all or any portion of the Investment Related Property to its name or the name of its
nominee or agent. In addition, the Collateral Agent shall have the right at any time
subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any
certificates or



21









 





instruments representing any Investment Related Property for certificates or
instruments of smaller or larger denominations.




4.5 Material Contracts.



          (a) Representations and Warranties. Each Grantor hereby represents and warrants, on the
Closing Date and on each Credit Date, that:





          (i) Schedule 4.5 (as such schedule may be amended or supplemented from time to time)
sets forth all of the Material Contracts to which such Grantor has rights;




          (ii) To the extent reasonably requested by the Collateral Agent, each Person party to
a Material Contract (other than any Grantor) has executed and delivered to the applicable
Grantor a consent to the assignment of such Material Contract to the Collateral Agent
pursuant to this Agreement; and




          (iii) no Material Contract prohibits assignment or requires consent of or notice to any
Person in connection with the assignment to the Collateral Agent hereunder, except such as
has been given or made or is currently sought pursuant to Section 4.5 (b)(vii) hereof.



          (b) Covenants and Agreements. Each Grantor hereby covenants and
agrees that:





          (i) in addition to any rights under the Section of this Agreement relating
to Receivables, the Collateral Agent may at any time notify, or require any
Grantor to so notify, the counterparty on any Material Contract of the
security interest of  the Collateral Agent therein. In
addition, after the occurrence and during the continuance of an Event of
Default, the Collateral Agent may upon written notice to the applicable
 Grantor, notify, or require any Grantor to notify,
the counterparty to make all payments under the Material Contracts directly
to the Collateral Agent;




          (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each
material demand, notice or document received by it that relates in any way to any Material
Contract;




          (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event
within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated
or amended in a manner that is materially adverse to such Grantor or (2) any new Material
Contract is entered into by such Grantor, a written statement describing such event, with
copies of such material amendments or new contracts, delivered to the Collateral Agent (to
the extent such delivery is permitted by the terms of any such Material Contract, provided,
no prohibition on delivery shall be effective if it were bargained for by such Grantor with
the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any
actions being taken with respect thereto;




          (iv) it shall perform in all material respects all of its obligations with respect to
the Material Contracts;



22









 





          (v)
it shall promptly and diligently exercise each material right (except the right of
termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support,
in each case, at its own expense, and in connection with such collections and exercise, such
Grantor shall take such action as such Grantor may deem necessary or advisable;




          (vi)
it shall use commercially reasonable efforts to keep in full force and effect any
Supporting Obligation or Collateral Support relating to any Material Contract; and




          (vii) each Grantor shall, to the extent reasonably requested by the Collateral Agent within
thirty (30) days after entering into any Non-Assignable after the Closing Date, request in
writing the consent of the counterparty or counterparties to the Non-Assignable Contract
pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or
granting of a security interest in such Non-Assignable Contract to Secured Party and use
commercially reasonable efforts to obtain such consent as soon as practicable thereafter.




4.6 Letter of Credit Rights.



          (a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:





          (i) all material letters of credit to which such Grantor has rights is listed on Schedule 4.6 (as such schedule may be amended or supplemented from time
to time) hereto; and




          (ii) it has obtained the consent of each issuer of any material letter of credit to the assignment of the proceeds of the letter of credit to the Collateral
Agent in accordance with the Intercreditor Agreement.



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that with respect to any material letter of credit hereafter arising it shall use commercially
reasonable effects to obtain the consent of the issuer thereof to the assignment of the proceeds of
the letter of credit to the Collateral Agent in accordance with the Intercreditor Agreement and
shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of
Exhibit A attached hereto, together with all Supplements to Schedules thereto.





4.7 Intellectual Property.



          (a) Representations and Warranties. Except as disclosed in Schedule 4.7(H)
(as such schedule may be amended or supplemented from time to time), each Grantor hereby represents
and warrants, on the Closing Date and on each Credit Date, that:





          (i) Schedule 4.7 (as such schedule may be amended or supplemented from time to time) sets forth a
true and complete list of (i) all United States, state and foreign registrations of and
applications for Patents, Trademarks, and Copyrights owned by each Grantor and (ii) all Patent
Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business
of such Grantor;



23









 





          (ii) each Grantor owns or has the valid right to use all Intellectual Property necessary to conduct its business as currently conducted, free and
clear of all Liens, except for Permitted Liens and the licenses set forth on Schedule 4.7(B), (D), (F) and (G) (as each may be amended or supplemented from time to time);




          (iii) to the knowledge of each Grantor, all material Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in
part;




          (iv) to the knowledge of each Grantor, all material Intellectual Property is valid and enforceable; no holding, decision, or judgment has been rendered
within the last three (3) years in any action or proceeding before any court or
administrative authority challenging the validity of, such Grantor’s right to register, or
such Grantor’s rights to own or use any material Intellectual Property and no such action
or proceeding is pending or, to the best of such Grantor’s knowledge, threatened;




          (v) to the knowledge of each Grantor, the conduct of such Grantor’s business does not infringe upon or otherwise violate any trademark, patent,
copyright, trade secret or other intellectual property right owned by a third party; no
written claim has been made that the use of any Intellectual Property owned or used by
Grantor (or any of its respective licensees) violates the asserted rights of any third party;
and




          (vi) to the best of each Grantor’s knowledge, no third party is
materially infringing upon or otherwise violating any rights in any Intellectual Property
owned or used by such Grantor, or any of its respective licensees;



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees as
follows:





          (i) it shall not knowingly do any act or omit to do any act
whereby any of the Intellectual Property which is material to the business of Grantor may
lapse, or become abandoned, dedicated to the public, or unenforceable, or which would
materially adversely affect the validity or enforceability of the security interest granted
therein;




          (ii) it shall not, with respect to any Trademarks which are
material to the business of any Grantor, cease the use of any of such Trademarks or fail to
maintain the level of the quality of products sold and services rendered under any of such
Trademarks at a level substantially consistent with the quality of such products and
services as of the date hereof, and each Grantor shall take commercially reasonable steps
necessary to insure that licensees of such Trademarks use such standards of quality;




          (iii) it shall promptly notify the Collateral Agent if it knows or
has reason to know that any item of the Intellectual Property that is material to the
business of any Grantor may become (a) abandoned or dedicated to the public or placed
in the public domain, (b) invalid or unenforceable, or (c) subject to any adverse
determination or development (including the institution of proceedings) in any action or
proceeding in the United States Patent and Trademark Office, the United States
Copyright Office, any state registry, any foreign counterpart of the foregoing, or any



24









 










court regarding such Grantor’s ownership of any material item of Intellectual Property or
its right to register the same or to keep and maintain the same;




          (iv) it shall take all reasonable steps in the United States Patent
and Trademark Office, the United States Copyright Office, any state registry or any
foreign counterpart of the foregoing, to pursue any application and maintain any
registration of each Trademark, Patent, and Copyright owned by any Grantor and
material to its business which is now or shall become included in the Intellectual Property
including, but not limited to, those items on Schedule 4.7(A), (C) and (E) (as each may be
amended or supplemented from time to time);




          (v) in the event that any material Intellectual Property owned by
any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall
take such actions as it deems appropriate in its reasonable business judgment to protect its
rights in such Intellectual Property including, but not limited to, the initiation of a suit for
injunctive relief and to recover damages;




          (vi) it shall promptly (but in no event more than thirty (30) days
after any filing or after any Grantor obtains knowledge of any registration, or application,
it will) report to the Collateral Agent (i) except with regard to intent to use Trademarks,
the filing of any application to register any Intellectual Property owned by such Grantor
with the United States Patent and Trademark Office, the United States Copyright Office,
or any state registry or foreign counterpart of the foregoing (whether such application is
filed by such Grantor or through any agent, employee, licensee, or designee thereof) and
(ii) the registration of any Intellectual Property owned by such Grantor by any such
office, in each case by executing and delivering to the Collateral Agent a completed
Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with
all Supplements to Schedules thereto;




          (vii) it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver
to the Collateral Agent any document required to acknowledge, confirm, register, record, or perfect
the Collateral Agent’s security interest in any part of the Intellectual Property, whether now
owned or hereafter acquired;




          (viii) it shall take reasonable steps to protect the secrecy of all Trade Secrets;




          (ix) it shall use proper statutory notice in connection with its use
of any of the Intellectual Property; and




          (x) it shall use commercially reasonably efforts to collect, at its
own expense, all amounts due or to become due to such Grantor in respect of the
Intellectual Property or any portion thereof.




4.8 Commercial Tort Claims



          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that Schedule 4.8 (as such schedule may be
amended or supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor in
excess of $1,000,000 individually or $5,000,000; and




25









 










          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that with respect to any Commercial Tort Claim in excess of $1,000,000 individually or
$5,000,000 hereafter arising it shall deliver to the Collateral Agent a completed Pledge
Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements
to Schedules thereto, identifying such new Commercial Tort Claims.





			
	SECTION 5.	 	ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;ADDITIONAL GRANTORS.





     5.1
Access; Right of Inspection.  The Collateral Agent shall at all times have full
and free access during normal business hours to all the books, correspondence and records of
each Grantor, and the Collateral Agent and its representatives may examine the same, take
extracts therefrom and make photocopies thereof, and each Grantor agrees to render to the
Collateral Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Collateral Agent and its representatives shall at all
times also have the right to enter any premises of each Grantor and inspect any property of each
Grantor where any of the Collateral of such Grantor granted pursuant to this Agreement is located
for the purpose of inspecting the same, observing its use or otherwise protecting its interests
therein.



     5.2 Further Assurances.



          (a) Each Grantor agrees that from time to time subject to the terms and
conditions of the Intercreditor Agreement, at the expense of such Grantor, that it shall promptly
execute and deliver all further instruments and documents, and take all further action, that may be
necessary, or that the Collateral Agent may reasonably request, in order to create and/or maintain
the validity, perfection or priority of and protect any security interest granted hereby or to
enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect
to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:





          (i)
file such financing or continuation statements, or amendments thereto, and
execute and deliver subject to the terms and conditions of the Intercreditor Agreement such other
agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or
desirable, or as the Collateral Agent may reasonably request, in
order to perfect and preserve the security interests granted or
purported to be granted hereby;




          (ii)
take all actions necessary to ensure the recordation of
appropriate evidence of the liens and security interest granted hereunder in the
Intellectual Property with any intellectual property registry in which said Intellectual
Property is registered or in which an application for registration is pending including,
without limitation, the United States Patent and Trademark Office, the United States
,Copyright Office, and the appropriate United States Secretaries of State, and the foreign
counterparts on any of the foregoing;




          (iii)
at any reasonable time, upon reasonable request and notice
by the Collateral Agent, assemble the Collateral and allow inspection of the Collateral by
the Collateral Agent, or persons designated by the Collateral Agent; and



26









 








          (iv) at the Collateral Agent’s reasonable request, appear in and defend any action or
proceeding that may affect such Grantor’s title to or the Collateral Agent’s security
interest in all or any part of the Collateral.



          (b) 
Each Grantor hereby authorizes the Collateral Agent to file a Record or
Records, including, without limitation, financing or continuation statements, and amendments
thereto, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in
its sole discretion, are necessary or advisable to perfect the security interest granted to the
Collateral Agent herein. Such financing statements may describe the Collateral in the same
manner as described herein or may contain an indication or description of collateral that describes
such property in any other manner as the Collateral Agent may determine, in its sole discretion, is
necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral
granted to the Collateral Agent herein, including, without limitation, describing such property as
“all assets” or “all personal property, whether now owned or hereafter acquired.” Each Grantor
shall furnish to the Collateral Agent from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection with the Collateral
as the Collateral Agent may reasonably request, all in reasonable detail.




          (c) Each Grantor hereby authorizes the Collateral Agent to modify this Agreement only after
obtaining such Grantor’s approval of or signature to such modification by amending Schedule 4.7 (as
such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any
Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete
any reference to any right, title or interest in any Intellectual Property in which any Grantor no
longer has or claims any right, title or interest.




     5.3 Additional Grantors. From time to time subsequent to the date hereof,
additional Persons may become parties hereto as additional Grantors (each, an “Additional
Grantor”), by executing a Counterpart Agreement. Upon delivery of any such Counterpart Agreement to
the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if
Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of
U.S. Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as
to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Grantor hereunder.




			
	SECTION 6.	 	COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.





     6.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent
(such appointment being coupled with an interest) as such
Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent
or otherwise, from time to time in the Collateral Agent’s
discretion subject  the terms and conditions
of the Intercreditor Agreement, to take any action and to execute any instrument that the Collateral
Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation, the following:



          (i) (a) upon the occurrence and during the continuance of any Event of Default, to obtain
and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent
pursuant to the Credit Agreement;




27









 










               (b) upon the occurrence and during the continuance of any Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral;



               (c) upon the occurrence and during the continuance of any Event of Default, to receive,
endorse and collect any drafts or other instruments, documents and chattel paper in connection
with clause (b) above;



               (d) upon the occurrence and during the continuance of any Event of Default, to file any
claims or take any action or institute any proceedings that the
Collateral Agent  may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce the rights of the
Collateral Agent with respect to any of the Collateral;



               (e) to prepare and file any UCC financing statements against such
Grantor as debtor;



               (f) to prepare, sign, and file for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein
in the Intellectual Property in
the name of such Grantor as debtor;



               (g) to take or cause to be taken all actions necessary to perform or comply or cause performance or
compliance with the terms of this Agreement, including, without
limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed
upon or threatened against the Collateral, the legality or validity thereof and the amounts
necessary to discharge the same to be determined by the Collateral Agent in its sole discretion,
any such payments made by the Collateral Agent to become obligations of such Grantor to the
Collateral Agent, due and payable immediately without demand; and



               (h) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with
any of the Collateral as fully and completely as though the Collateral Agent were the absolute
owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s
expense, at any time or from time to time, all acts and things
that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the
Collateral and the Collateral Agent’s security interest therein in order to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do.



          (ii) Notwithstanding
anything in this Section 6.1 to the contrary, the Collateral Agent agrees
that it will not exercise any rights under the power of attorney
provided for in Section 6.1(h) unless an
Event of Default has occurred.




     6.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the
Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the
Collateral and shall not impose any duty upon the Collateral Agent or
any Secured Party to exercise any
such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither they nor any of their
officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to
act hereunder, except for their own gross negligence or willful misconduct.



28









 








			
	SECTION 7.	 	REMEDIES.






7.1 Generally.



          (a) Subject to the terms and conditions of the Intercreditor Agreement, if any Event of
Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or otherwise available
to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the
UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any
Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of
the following separately, successively or simultaneously:





          (i) require any Grantor to, and each Grantor hereby agrees that it shall at its
expense and promptly upon request of the Collateral Agent
forthwith, assemble all or part of the Collateral as directed by the Collateral Agent
and make it available to the Collateral Agent at a place to be designated by the Collateral
Agent that is reasonably convenient to both parties;




          (ii) enter onto the property where any Collateral is located and take possession thereof with or
without judicial process;




          (iii) prior to the disposition of the Collateral, store, process, repair or recondition the
Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the
Collateral Agent deems appropriate; and




          (iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an
exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one
or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere,
for cash, on credit or for future delivery, at such time or times and at such price or prices and
upon such other terms as the Collateral Agent may deem commercially reasonable.



          (b)

The Collateral Agent or any Secured Party may be the purchaser of any
or all of the Collateral at any public or private (to the extent to the portion of the Collateral being
privately sold is of a kind that is customarily sold on a recognized market or the subject of widely
distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent,
as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the
Secured Obligations as a credit on account of the purchase price for any Collateral payable by the
Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days notice to such Grantor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute reasonable notification.
The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given. The Collateral Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it




29









 








would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral
or any portion thereof by using Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so, or that match buyers
and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising
by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might
have been obtained at a public sale, even if the Collateral Agent accepts the first offer received
and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be
liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect
such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this
Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no
adequate remedy at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section shall be specifically enforceable against such Grantor, and such
Grantor hereby waives and agrees not to assert any defenses against an action for specific performance
of such covenants except for a defense that no default has occurred giving rise to the Secured
Obligations becoming due and payable prior to their stated maturities. Nothing in this Section
shall in any way alter the rights of the Collateral Agent hereunder.




          (c) The Collateral Agent may sell the Collateral without giving any warranties as to the
Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the
like. This procedure will not be considered to adversely affect the commercial reasonableness of
any sale of the Collateral.




          (d) The Collateral Agent shall have no obligation to marshal any of the Collateral.




     7.2 Application of Proceeds. Except as expressly provided elsewhere in this
Agreement, all proceeds received by the Collateral Agent in respect of any sale, any
collection from or other realization upon all or any part of the Collateral shall be applied in
full or in part by the Collateral Agent against the Secured Obligations in the following order of
priority: first, to the payment of all costs and expenses of such sale, collection or other
realization, including reasonable compensation to the Collateral Agent and its agents and counsel,
and all other expenses, liabilities and advances made or incurred by the Collateral Agent in
connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification
hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by
the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all
costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any
right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or
thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured
Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the
extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to
whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may
direct.



     7.3 Sales on Credit. If Collateral Agent sells any of the Collateral upon credit, Grantor will
be credited only with payments actually made by purchaser and received by Collateral Agent and
applied to indebtedness of the purchaser. In the event the purchaser
fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall
be credited with proceeds of the sale.



30









 







     7.4 Deposit Accounts.



     If any Event of Default shall have occurred and be continuing, the Collateral Agent may,
subject to the terms and conditions of the Intercreditor Agreement, apply the balance from any
Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance
of any Deposit Account to or for the benefit of the Collateral Agent.



     7.5 Investment Related Property.



     Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities
Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to
any sale of all or any part of the Investment Related Property conducted without prior registration
or qualification of such Investment Related Property under the Securities Act and/or such state
securities laws, to limit purchasers to those who will agree, among other things, to acquire the
Investment Related Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at
prices and on terms less favorable than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner and that the
Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the
sale of any Investment Related Property for the period of time necessary to permit the issuer
thereof to register it for a form of public sale requiring registration under the Securities Act or
under applicable state securities laws, even if such issuer would, or should, agree to so register
it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment
Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged
Stock to be sold hereunder, each partnership and each limited liability company from time to time
to furnish to the Collateral Agent all such information as the Collateral Agent may request in
order to determine the number and nature of interest, shares or other instruments included in the
Investment Related Property which may be sold by the Collateral Agent in exempt transactions
under the Securities Act and the rules and regulations of the Securities and Exchange Commission
thereunder, as the same are from time to time in effect.



     7.6 Intellectual Property.



          (a) Anything
contained herein to the contrary notwithstanding, upon the occurrence and during the
continuation of an Event of Default and subject to the terms and conditions of the Intercreditor
Agreement:





          (i) the Collateral Agent shall have the right (but not the obligation) to bring
suit or otherwise commence any action or proceeding in the name of any Grantor, the
Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any
Intellectual Property, in which event such Grantor shall, at the request of the Collateral
Agent, do any and all lawful acts and execute any and all documents required by the
Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand,
reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section,
and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any
Intellectual Property as provided in this Section, each Grantor agrees to use reasonable
measures, whether by action, suit, proceeding or otherwise, to prevent the infringement or
other violation of any of such Grantor’s rights in the Intellectual Property by others and
for that



31









 








purpose agrees to diligently maintain any existing action, suit or proceeding against any
Person so infringing as shall be necessary to prevent such infringement or violation;




               (ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign,
convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such
Grantor’s right, title and interest in and to the Intellectual Property and shall execute and
deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the
intent and purposes of this Agreement;




               (iii) each Grantor agrees that such an assignment and/or recording shall be applied to
reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any
Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the
Intellectual Property;




               (iv) within ten (10) Business Days after written notice from the Collateral Agent, each Grantor
shall make available to the Collateral Agent, to the extent within such Grantor’s power and
authority, such personnel in such Grantor’s employ on the date of such Event of Default as the
Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such
Grantor to continue, directly or indirectly, to produce, advertise and sell the products and
services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark
Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s
behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem,
pro-rata basis consistent with the salary and benefit structure applicable to each as of the date
of such Event of Default; and




               (v) the Collateral Agent shall have the right to notify, or require
each Grantor to notify, any obligors with respect to amounts due or to become due to
such Grantor in respect of the Intellectual Property, of the existence of the security
interest created herein, to direct such obligors to make payment of all such amounts
directly to the Collateral Agent, and, upon such notification and at the expense of such
Grantor, to enforce collection of any such amounts and to adjust, settle or compromise
the amount or payment thereof, in the same manner and to the same extent as such
Grantor might have done;




	 	(1)	 	all amounts and proceeds (including checks and other
instruments) received by
Grantor in respect of amounts due to such Grantor in respect of the
Collateral or any portion
thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be
segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the
Collateral Agent in the same form as so received (with any necessary
endorsement) to be held as cash Collateral and applied as provided
by Section 7.7 hereof; and
	 
	 	(2)	 	Grantor shall not adjust, settle or compromise the amount or payment of any such
amount or release wholly or partly any obligor with respect thereto or allow any credit or
discount thereon.





              (b) Subject to the terms and conditions of the Intercreditor Agreement, if (i) an Event of Default
shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be
continuing, (ii) no other Event of Default shall have occurred and be





32









 









continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and
interests in and to the Intellectual Property shall have been previously made and shall have  become
absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and
payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and
deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other
transfer as may be necessary to reassign to such Grantor any such rights, title and interests as
may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof
that may have been made by the Collateral Agent; provided, after giving effect to such
reassignment, the Collateral Agent’s security interest granted
pursuant hereto, as well as all other
rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and
effect; and provided further, the rights, title and interests so reassigned shall be free and clear
of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.




          (c) Solely for the purpose of enabling the Collateral Agent to exercise rights
and remedies under this Section 7 and at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent,
to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to
sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of
invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.




     7.7 Cash Proceeds. In addition to the rights of the Collateral Agent specified in
Section 4.3 with respect to payments of Receivables, subject to the terms and conditions of the
Intercreditor Agreement, all proceeds of any Collateral received by any Grantor consisting of
cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such
Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii),
be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed
by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the in an
account maintained under the sole dominion and control of the Collateral Agent. Any Cash
Proceeds received by the Collateral Agent (whether from a Grantor or otherwise): (i) if no Event
of Default shall have occurred and be continuing, shall be held by the Collateral Agent for the
ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether
matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may,
in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable
benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured
or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent
against the Secured Obligations then due and owing.




			
	SECTION 8.	 	COLLATERAL AGENT.





     The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders
and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent
shall be obligated, and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from taking any action
(including, without limitation, the release or substitution of Collateral), solely in accordance
with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment
in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or



33









 







refrain from exercising, any remedies
provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional
amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the
amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)
under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section,
each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no fight individually to realize upon
any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance
with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written
 notice thereof to Lenders and the Grantors, and Collateral Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders.
Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’
notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any appointment
as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become


vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the
retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums,


Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in

connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to
such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions,

as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created
hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement

 shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent
hereunder.





			
	SECTION 9.	 	CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.





     
This Agreement shall create a continuing security interest in the Collateral and shall
remain in full force and effect until the payment in full of all Secured Obligations, the
cancellation or termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure,
together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent and its successors, transferees and assigns. Without limiting the generality of
the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or
otherwise transfer any Loans held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to Lenders herein or
otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of
the Commitments and the cancellation or expiration of all outstanding Letters of Credit, the
security interest granted hereby shall automatically terminate hereunder and of record and all
rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent
shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of
such documents as Grantors shall reasonably request, including financing statement amendments
to evidence such termination. Upon any disposition of property permitted by the Credit
Agreement, the Liens granted herein shall be deemed to be automatically released and such
property shall automatically revert to the applicable Grantor with no further action on the part of



34









 







any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise
authorize the filing of such documents as Grantors shall reasonably request, in form and substance
reasonably satisfactory to the Collateral Agent, including financing statement amendments to
evidence such release.





			
	SECTION 10.	 	STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.





     
The powers conferred on the Collateral Agent hereunder are solely to protect its interest
in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for
the exercise of reasonable care in the custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty
as to any Collateral or as to the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of Collateral in its possession if
such Collateral is accorded treatment substantially equal to that which the Collateral Agent
accords its own property. Neither the Collateral Agent nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize upon all or any part of
the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to
perform any agreement contained herein, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Collateral Agent incurred in connection
therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.




			
	SECTION 11.	 	MISCELLANEOUS.





     
Any notice required or permitted to be given under this Agreement shall be given in
accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of the
Collateral Agent in the exercise of any power, right or privilege hereunder or under any other
Credit Document shall impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power, right or privilege. All
rights and remedies existing under this Agreement and the other Credit Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any
provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or
of such provision or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby. All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or
condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral
Agent and Grantors and their respective successors and assigns. No Grantor shall, without the
prior written consent of the Collateral Agent given in accordance with the Credit Agreement,
assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents
embody the entire agreement and understanding between Grantors and the Collateral Agent and
supersede all prior agreements and understandings between such parties relating to the subject
matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties. This Agreement may be executed in one or more
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



35









 







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.




          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK
GENERAL OBLIGATION LAWS).




     Notwithstanding anything herein to the contrary, the lien and security interest granted to the
Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of
February 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among AZ CHEM US INC., GOLDMAN SACHS CREDIT PARTNERS L.P., as First Lien
Collateral Agent and CAPITALSOURCE FINANCE LLC, as Second Lien Collateral Agent and certain other
persons party or that may become party thereto from time to time. In the event of any conflict
between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control.




36











 




     IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused
this Agreement to be duty executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.


	 	 	 	 	 
	 	AZ CHEM US HOLDINGS INC.

as Grantor

 	 
	 	By:  	/s/ Gianpiero Lenza 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AZ CHEM US INC.

as Grantor

 	 
	 	By:  	/s/ Gianpiero Lenza 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ARIZONA CHEMICAL COMPANY

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ARIZONA ARBORIS, INC.

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Second Lien Pledge and Security Agreement


 








 












     IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused
this Agreement to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.



	 	 	 	 	 
	 	AZ CHEM US HOLDINGS INC.

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AZ CHEM US INC.

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ARIZONA CHEMICAL COMPANY

as Grantor

 	 
	 	By:  	/s/ GERALD C. MARTERER
 	 
	 	 	Name:  	GERALD C. MARTERER 	 
	 	 	Title:  	PRESIDENT 	 
	 
	 	ARIZONA ARBORIS, INC

as Grantor

 	 
	 	By:  	/s/ GERALD C. MARTERER
 	 
	 	 	Name:  	GERALD C. MARTERER 	 
	 	 	Title:  	PRESIDENT 	 
	 



Second Lien Pledge and Security Agreement








 









 












	 	 	 	 	 
	 	CAPITALSOURCE FINANCE LLC,

as Second Lien Collateral Agent

 	 
	 	By:  	/s/  Keith D. Reuben
 	 
	 	 	Name:  	Keith D. Reuben 	 
	 	 	Title: President - Healthcare & Specialty Finance	 
	 



Second Lien Pledge and Security Agreement





 









 












SCHEDULE 4.1




TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




GENERAL INFORMATION




	(A) 		Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational
Identification Number of each Grantor:







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Chief Executive	 	 
	 	 	 	 	 	 	Office/Sole Place of     	 	 
	 	 	 	 	 	 	Business (or	 	 
	Full Legal	 	Type of	 	Jurisdiction of	 	Residence if Grantor	 	Organization
	Name     	 	Organization	 	Organization 	 	is a Natural Person)	 	I.D.#
	AZ CHEM US
HOLDINGS
INC.

	 	Corporation
	 	Delaware
	 	c/o Rhône, 630 Fifth 

Avenue, 27th Floor, 

New York, NY 10111
	 	 	4294139	 
	AZ CHEM US
INC.

	 	Corporation
	 	Delaware
	 	c/o Rhône, 630 Fifth 

Avenue, 27th Floor,

New York, NY 10111
	 	 	4294140	 
	ARIZONA 

CHEMICAL 

COMPANY

	 	Corporation
	 	Delaware
	 	Building 100 

4600 Touchton Road 

E., Suite 1500 

Jacksonville, FL

32246
	 	 	0276819	 
	ARIZONA
ARBORIS,
INC.

	 	Corporation
	 	Delaware
	 	Building 100 

4600 Touchton Road 

E., Suite 1500 

Jacksonville, FL

32246
	 	 	3512318	 





	(B) 		
Other Names (including any Trade Name or Fictitious Business Name) under which each
Grantor has conducted business for the past five (5) years:






	 	 	 
	Full Legal Name	 	Trade Name or Fictitious Business Name
	Arizona Chemical Company

	 	Arizona Chemical






	(c) 		Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place
of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure




SCHEDULE 4.1-1




 









 











     within past five (5) years:



	 	 	 	 	 
	Grantor	 	Date of Change	 	Description of Change
	None
	 	 	 	 





(D) Agreements pursuant to which any Grantor is found as debtor within past five (5) years:




	 	 	 
	Grantor	 	Description of Agreement
	None
	 	 





(E) Financing Statements:




	 	 	 
	Grantor	 	Filing Jurisdiction(s)
	AZ Chem US Holdings, Inc

	 	Delaware
	AZ Chem US Inc

	 	Delaware
	Arizona Chemical Company

	 	Delaware
	Arizona Arboris, Inc.

	 	Delaware






SCHEDULE 4.1-2



 











 








SCHEDULE 4.2

TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




MATERIAL
EQUIPMENT AND INVENTORY




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Grantor	 	Address/City/State/ Zip Code	 	Country	 	Description of Assets and Value
	Arizona Chemical
	 	Building 100	 	Duval	 	PPE -                   $2,505,654
	Company
	 	4600 Touchton Road	 	 	 	Inventory -            $7,613,764
	 
	 	E., Suite 1500	 	 	 	 
	 
	 	Jacksonville, FL 32246	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	875 Harger Street	 	 	 	PPE -                   $19,020,469
	Company
	 	Dover, OH 44622	 	Tuscarawas	 	Inventory-             $16,592,612
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	2 Everitt Avenue	 	 	 	PPE-                   $25,484,009
	Company
	 	Panama City, FL	 	Bay	 	Inventory-             $19,564,671
	 
	 	32401	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	411 S. Pace Blvd.	 	 	 	PPE-                   $3,454,975
	Company
	 	Pensacola. FL 32501	 	Escambia	 	Inventory-             $3,493,793
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	345 Kenny Mill Road	 	 	 	PPE-                   $10,662,923
	Company
	 	Port St Joe, FL 32456	 	Gulf	 	Inventory-             $7,564,924
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	1201 W. Lathrop Ave.,	 	 	 	PPE-                   $20,463,720
	Company
	 	Gate A	 	Chatham	 	Inventory-S18,554,869
	 
	 	Savannah, GA 31415	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	1201 W. Lathrop Ave.,	 	 	 	PPE -                  $464,915
	Company
	 	Gate C	 	Chatham	 	Inventory-             $1,569,306
	 
	 	Savannah, GA 31415	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	1401 E. Hill Ave.	 	 	 	PPE-                   $7,388,901
	Company
	 	Valdosta. GA 31601	 	Lowndes	 	Inventory-             $5,256,017







SCHEDULE 4.2-1









 








SCHEDULE 4.4

TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




INVESTMENT RELATED PROPERTY




(A) Pledged Stock:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	of
	 	 	 	 	 	 	 	 	Stock	 	 	 	No. of	 	Outstanding
	 	 	 	 	Class of	 	Certificated	 	Certificate	 	Par	 	Pledged	 	Stock of the
	Grantor	 	Stock Issuer	 	Stock	 	 (Y/N)	 	No.	 	Value	 	Stock	 	Stock Issuer
	AZ Chem US
	 	AZ Chem US	 	Common	 	Y	 	1	 	$0.01	 	15,000	 	100%
	Holdings Inc.
	 	Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AZ Chem US
	 	Arizona	 	Common	 	Y	 	1	 	$0.00	 	100	 	100%
	Inc.
	 	Chemical	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Company	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona
	 	Arizona	 	Common	 	N	 	N/A	 	$1.00	 	100	 	100%
	Chemical
	 	Arboris, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	Company
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona
	 	Arizona	 	Ordinary	 	Y	 	3	 	$1.00	 	650	 	65%
	Chemical
	 	Chemical Asia	 	 	 	 	 	 	 	 	 	 	 	 
	Company
	 	Limited - Hong	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Kong	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona
	 	Arizona	 	Class I	 	N	 	N/A	 	1 Peso	 	0.65	 	65%
	Chemical
	 	Chemical	 	 	 	 	 	 	 	 	 	 	 	 
	Company
	 	Company, S. de	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	R.L. DE C.V.	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona
	 	Arizona	 	Class II	 	N	 	N/A	 	1 Peso	 	0.65	 	65%
	Chemical
	 	Chemical	 	 	 	 	 	 	 	 	 	 	 	 
	Company
	 	Company, S. de	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	R.L. DE C.V.	 	 	 	 	 	 	 	 	 	 	 	 







     Pledged LLC Interests:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentage of
	 	 	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	 	 	 	 	LLC Interests of
	 	 	Limited	 	 	 	 	 	 	 	the Limited
	 	 	Liability	 	Certificated	 	Certificate No.	 	No. of Pledged	 	Liability
	Grantor	 	Company	 	(Y/N)	 	(if any)	 	Units	 	Company
	N/A
	 	 	 	 	 	 	 	 	 	 






SCHEDULE 4.4-1








 









     Pledged Partnership Interests:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	 	 	 	 	Percentage of
	 	 	 	 	Partnership	 	 	 	 	 	Outstanding
	 	 	 	 	Interests (e.g.,	 	 	 	 	 	Partnership
	 	 	 	 	general or	 	Certificated	 	Certificate No.	 	Interests of the
	Grantor	 	Partnership	 	limited)	 	(Y/N)	 	(if any)	 	Partnership
	N/A
	 	 	 	 	 	 	 	 	 	 






     Pledge Trust Interests:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentage of
	 	 	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	Class of Trust	 	Certificated	 	Certificate No.	 	Trust Interests
	Grantor	 	Trust	 	Interests	 	(Y/N)	 	(if any)	 	of the Trust
	N/A
	 	 	 	 	 	 	 	 	 	 






     Pledged Debt:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Original	 	Outstanding	 
	 	 	 	 	Principal	 	Principal	 
	Grantor	 	Issuer	 	Amount	 	Balance	 	Issue Date	 	Maturity Date
	N/A
	 	 	 	 	 	 	 	 	 	 






     Securities Account:



	 	 	 	 	 	 	 
	 	 	Share of Securities		 	 	 
	Grantor	 	Intermediary	 	Account Number	 	Account Name
	N/A
	 	 	 	 	 	 






     Commodities Accounts:



	 	 	 	 	 	 	 
	 	 	Name of Commodities	 	 	 	 
	Grantor	 	intermediary	 	Account Number	 	Account Name
	N/A
	 	 	 	 	 	 







SCHEDULE 4.4-2











 





     Deposit Accounts:



	 	 	 	 	 	 	 
	Grantor	 	Name of Depositary Bank	 	Account Number	 	Account Name
	Arizona Chemical
	 	Bank of America	 	0089 8170 4634	 	Operating Account
	Company
	 	50 N. Laura St., 24th floor	 	 	 	 
	 
	 	Jacksonville, FL 32202	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	Bank of America	 	0055 0831 2321	 	Payroll Account
	Company
	 	50 N. Laura St., 24th floor	 	 	 	 
	 
	 	Jacksonville, FL 32202	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	Bank of America	 	0089 8170 4647	 	A/R Account
	Company
	 	50 N. Laura St., 24th floor	 	 	 	 
	 
	 	Jacksonville, FL 32202	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	Bank of America	 	0089 8170 4650	 	A/P Disbursement Account
	Company
	 	50 N. Laura St., 24th floor	 	 	 	 
	 
	 	Jacksonville, FL 32202	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	Bank of America	 	0089 8170 4663	 	T&E Disbursement
	Company
	 	50 N. Laura St., 24th floor	 	 	 	Account
	 
	 	Jacksonville, FL 32202	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	PNC Bank	 	1019796429	 	Lockbox Account
	Company
	 	Two Tower Center Blvd.,	 	 	 	 
	 
	 	23rd floor	 	 	 	 
	 
	 	East Brunswick, NJ	 	 	 	 
	 
	 	08816	 	 	 	 
	 
	 	 	 	 	 	 
	Arizona Chemical
	 	Wachovia Bank	 	2000035590525	 	Operating Account
	Company
	 	225 Water Street	 	 	 	 
	 
	 	Jacksonville, FL 32202	 	 	 	 
	 
	 	 	 	 	 	 
	AZ Chem US Holdings
	 	JPMorgan Chase Bank,	 	957333269	 	AZ Chem US Holdings
	Inc.
	 	N.A.	 	 	 	Inc Account 
	 
	 	1166 Avenue of the	 	 	 	
	 
	 	Americas	 	 	 	 
	 
	 	21 st Floor	 	 	 	 
	 
	 	NewYork, NY 10036	 	 	 	 
	 
	 	 	 	 	 	 
	AZ Chem US Inc.
	 	JPMorgan Chase Bank,	 	957333285	 	AZ Chem US Inc
	 
	 	N.A.	 	 	 	Account 
	 
	 	1166 Avenue of the	 	 	 	
	 
	 	Americas	 	 	 	 
	 
	 	21st Floor	 	 	 	 
	 
	 	New York, NY 10036	 	 	 	 





SCHEDULE 4.4-3




 









 








(B)




	 	 	 	 	 
	Grantor	 	Date of Acquisition	 	Description of Acquisition
	AZ Chem US Holdings Inc.

	 	AZ Chem US Inc.
	 	February 28,2007
	AZ Chem US Inc.

	 	Arizona Chemical Company
	 	February 28,2007






(C)




	 	 	 
	 

	 	Name of Issuer of Pledged LLC Interest/Pledged
	Grantor

	 	Partnership Interest
	N/A

	 	 





SCHEDULE 4.4-4



 









 








SCHEDULE 4.5

TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




Material Contracts





	1.	 	Reference Rebate Agreement within the 2006 Supply & Rebate Agreement between Arizona
Chemical Company (“ACC”) and National Starch and Chemical Company, dated July 17, 2006.
	 
	2.	 	Supply Agreement between ACC and Ennis Paint Corp., dated February 16, 2006.
	 
	3.	 	Americas Sales Contract and Rebate Agreement between ACC and Bostik Inc., dated June 8,
2005.
	 
	4.	 	Supply Contract between ACC and Bostik Inc., dated September 10, 2005.
	 
	5.	 	Quad Graphics Rebate Agreement between ACC and Chemical
Research/Technology, dated January 18, 2006.
	 
	6.	 	Global Tackifier Resin Supply Contract & Rebate Agreement between ACC and H.B.
Fuller Company, dated May 15, 2005.
	 
	7.	 	Hot Melt Polyamides (HMPA)
Manufacturing Agreement between ACC and H. B.  Fuller (based on intellectual
property obtained from H. B. Fuller by ACC for purposes of “toll” manufacture originally), dated
May 2, 2005.





SCHEDULE 4.5-1




 











 








SCHEDULE 4.6




TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




	 	 	 
	Grantor

	 	Description of Letters of Credit
	 

	 	 





	 	 	 
	Grantor	 	Description of Letters of Credit
	AZ Chem US Holdings Inc.

	 	None
	AZ Chem US Inc.

	 	None
	Arizona Chemical Company

	 	$68,417 Letter of Credit on behalf of Dongnam Chemical Company,
issued by Industrial Bank of Korea — New York Branch
$16,003 Letter of Credit on behalf of Jinyang Chemical Company,
issued
by Industrial Bank of Korea — Seoul Branch
$26,037 Letter of Credit on behalf of ECI Incorporated, issued by
Metropolitan Bank and Trust — Philippines Branch
$18,289 Letter of Credit on behalf of Qualipoly Chemical
Corporation,
issued by Huanan Commercial Bank — Kaohfiung Branch
	Arizona Arboris, Inc.

	 	None






SCHEDULE 4.6-1









 









SCHEDULE 4.7




TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




INTELLECTUAL PROPERTY




	 	 	 	 	 
	(A)	 	Copyrights
	 

	 	     None	 	 
	(B)	 	Copyright Licenses
	 

	 	     None	 	 
	(C)	 	Patents
	 

	 	See Attached List
	 	
	(D)	 	Patent Licenses
	 

	 	     None	 	 
	(E)	 	Trademarks
	 

	 	See Attached List
	 	
	(F)	 	Trademark Licenses
	 

	 	     None	 	 
	(G)	 	Trade Secret Licenses
	 

	 	     None	 	 
	(H)

	 	Intellectual Property Exceptions
	 	
	 

	 	     None	 	 






SCHEDULE 4.7-1









 








Unless otherwise indicated, all of patents set forth below are owned by Arizona Chemical
Company:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	022583-01/

	 	ORD
	 	10/672430
	 		 	05-0075254
	 	 	 	 	 	Published
	United States of America

	 	 	 	26-Sep-2003
	 		 	07-Apr-2005	 	 	 	 	 	 
	 	 	 	 	 	 	 Title:	FATTY ACID ESTERS AND USES THEREOF 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	022586/

	 	PRI
	 	10/360585
	 		 	04-0158003
	 	 	6900274	 	 	Granted
	United States of America

	 	 	 	06-Feb-2003
	 		 	12-Aug-2004
	 	3 l-May-2005
	 	06-Feb-2023
	 	 	 	 	 	 	 Title:	TERPENE RESIN- AND HYDROCARBON RESIN-BASED

SURFACTANTS AND AQUEOUS DISPERSION OF TACKIFIER

RESINS 	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	022586-01/N1

	 	CON
	 	10/915113
	 		 	05-0096436
	 	 	 	 	 	Published
	United States of America

	 	 	 	10-Aug-2004
	 		 	05-May-2005	 	 	 	 	 	 
	 	 	 	 	 	 	 Title:	TERPENE RESIN- AND HYDROCARBON RESIN-BASED

SURFACTANTS AND AQUEOUS DISPERSION OF TACKIFIER

RESINS
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	023635/

	 	PRI
	 	10/384075
	 		 	04-0176559
	 	 	 	 	 	Published
	United States of America

	 	 	 	05-Mar-2003
	 		 	09-Sep-2004	 	 	 	 	 	 
	 	 	 	 	 	 	 Title:	ROSIN PHENOLIC RESINS FOR PRINTING INKS 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	023635-01/I 1

	 	CIP
	 	10/654661
	 		 	04-0210029
	 	 	 	 	 	Published
	United States of America

	 	 	 	03-Sep-2003
	 		 	21-Oct-2004	 	 	 	 	 	 
	 	 	 	 	 	 	 Title:	ROSIN PHENOLIC RESINS AND USES RELATED THERETO	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	023636/

	 	PRI
	 	10/444410
	 		 	04-0231555
	 	 	6960248	 	 	Granted
	United States of America

	 	 	 	22-May-2003
	 		 	25-Nov-2004
	 	0 l-Nov-2005
	 	11-Aug-2023
	 	 	 Title:CYCLIC BISAMIDES USEFUL IN FORMULATING INKS FOR PHASE-CHANGE PRINTING 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	023636-01/V 1

	 	DIV
	 	11/195577
	 		 	06-0128992
	 	 	 	 	 	Published
	United States of America

	 	 	 	02-Aug-2005
	 		 	15-Jun-2006	 	 	 	 	 	 
	 	 	 Title:CYCLIC BISAMIDES USEFUL IN FORMULATING INKS FOR PHASE-CHANGE PRINTING 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	023637/

	 	PRI
	 	10/395050
	 		 	04-0186263
	 	 	6956099	 	 	Granted
	United States of America

	 	 	 	20-Mar-2003
	 		 	23-Sep-2004
	 	18-Oct-2005
	 	14-May-2021
	 	 	 	 	 		Title: POLYAMIDE-POLYETHER BLOCK COPOLYMER 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	023637-01/N 1

	 	CON
	 	11/252441
	 		 	06-0052576
	 	 	 	 	 	Published
	United States of America

	 	 	 	18-Oct-2005
	 		 	09-Mar-2006	 	 	 	 	 	 
	 	 	 	 	 	 	 Title:POLYAMIDE-POLYETHER BLOCK COPOLYMER 	 	 






1









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	     Application	 	     Publication	 	 	  Patent	 	Status	 
	Country Name	 	Type	 	     Number/Date	 	     Number/Date	 	Number/Date	 	Expiration Date	 
	024600/	 	PRI	 	08/801758	 	 	 	 	6072009	 	 	Granted	 
	United States of America	 	 	 	18-Feb-1997	 	 	 	06-Jun-2000
	 	18-Feb-2017	 
	 	Title: 	METHODS FOR VULCANIZING ELASTOMERS USING MONOMERIC DISTILLATE BY-PRODUCT(title changed from
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024600/V1	 	DIV	 	09/203961	 	 	 	 	6297327	 	 	Granted	 
	United States of A_merica	 	 	 	02-Dec- 1998	 	 	 	02-Oct-2001
	 	18 -Feb-2017	 
	 	Title: 	METHODS FOR VULCANIZING ELASTOMERS USING MONOMERIC DISTILLATE BY-PRODUCT(title changed from
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024602/	 	PRI	 	09/483872	 	 	 	 	6455633	 	 	Granted	 
	United States of America	 	 	 	18-Jan-2000	 	 	 	24-Sep-2002
	 	18-Jan-2020	 
	 	 	 	 	 	 	 	Title: 	POLYMERS MADE FROM THE REACTION OF ROSIN AMIDOAMINE POLYETHYLENEAMINE MIXTURES WITH A MULTIFUNCTIONAL ACRYLATE ESTER	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024604/	 	PRI	 	09/940678	 	 	 	 	6469125	 	 	Granted	 
	United States of America	 	27-Aug-2001	 	 	 	22-Oct-2002
	 	27-Aug-2021	 
	 	 	 	 	 	 	 	Title: 	TALL OIL PITCH-MODIFIED PHENOLIC RESIN AND METHODS
RELATED THERETO (Original Title: PHENOLIC HARD RESINS
MODIFIED WITH TALL OIL PITCH)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024605/	 	PRI	 	09/225889	 	 	 	 	6268466	 	 	Granted	 
	United States of Ameriea	 	04-Jan- 1999	 	 	 	3l-Jul-2001
	 	04-Jan-2019	 
	 	 	 	 	 	Title: 	 TERTIARY AMIDE TERMINATED POLYAMIDES AND USES THEREOF 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024605-02/I2	 	CIP	 	09/899812	 	02-0035237	 	 	6469131	 	 	Granted	 
	United States of America	 	06-Jul-2001	 	21-Mar-2002	 	22-Oct-2002
	 	04-Jan-2019	 
	 	Title: 	STRUCTURED COMPOSITION CONTAINING TERTIARY AMIDE-TERMINATED POLYAMIDE FOR PERSONAL CARE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024605-03/I3	 	CIP	 	09/893317	 	02-0037993	 	 	6503522	 	 	Granted	 
	United States of America	 	27-Jun-2001	 	28-Mar-2002	 	07-Jan-2003
	 	04-Jan-2019	 
	 	Title: 	TERTIARY AMIDE-TERMINATED POLYAMIDES IN STRUCTURED PERSONAL CARE COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024605-04/I4	 	CIP	 	09/967892	 	02-0068811	 	 	6503077	 	 	Granted	 
	United States of America	 	28-Sep-2001	 	06-Jun-2002	 	07-Jan-2003
	 	04-Jan-2019	 
	 	 	 	 	 	Title:	GELLED ARTICLES CONTAINING TERTIARY AMIDE-TERMINATED POLYAMIDE	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024605-05/I5	 	CIP	 	10/023459	 	03-0069388	 	 	6592857	 	 	Granted	 
	United States of America	 	13 -Dec-2001	 	10-Apr-2003	 	15-Jul-2003
	 	04-Jan-2019	 
	 	 	 	 	 	 	 	Title: 	TERTIARY AMIDE TERMINATED POLYAMIDES IN	 






2









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	Number/Date	 	Number/Date	 	Expiration Date
	024606-01/	 	CIP	 	08/939034	 	 	 	 	 	 	 	6111055		 	 	Granted
	United States of America	 	26-Sep-1997	 	 	 	 	 	 	 	29-Aug-2000
	 	18-Oet-2016
	 	 	 	 	 	 	 	 	Title:ESTER-TERMINATED POLYAMIDE GELS(jointly owned with
Bush Boake Allen Ltd.)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024606-02/I 1	 	CIP	 	09/292486	 	 	 	 	 	 	 	6242509		 	 	Granted
	United States of America	 	15-Apr-1999	 	 	 	 	 	 	 	05-Jun-2001
	 	18-Oct-2016
	 	 	 	 	 	 	 	 	Title:GELS INCLUDING BIOACTIVE COMPONENTS (jointly owned with
Bush Boake Allen Ltd.)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024606-03/I2	 	CIP	 	09/874380	 	02-0013444	 	6517343		 	 	Granted
	United States of America	 	04-Jun-2001	 	3l-Jan-2002	 	1l-Feb-2003
	 	26-Sep-2017
	 	 	 	 	 	 	 	 	Title:COATED CANDLES AND COATING COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024606-03/R1 	REI	 	11/056607	 	 	 	 	 	 	 	 	 	 	 	Pending
	United States of America	 	11-Feb-2005	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Title:COATED CANDLES AND COATING COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024607/	 	PRI	 	09/123228	 	 	 	6562888	 	Granted
	United States of America	 	27-Jut-1998	 	 	 	 	 	 	 	13-May-2003
	 	27-Jul-2018
	 	 	 	 	 	 	Title:LIGHT-COLORED ROSIN ESTERS AND ADHESIVE COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024608/	 	PRI	 	09/338991	 	 	 	 	 	 	 	6350889		 	 	Granted
	United States of America	 	24-Jun-1999	 	 	 	 	 	 	 	26-Feb-2002
	 	24-Jun-2019
	 	 	Title:INK JET PRINTING COMPOSITIONS CONTAINING ESTER-TERMINATED DIMER ACID BASED OLIGO	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024609/	 	PRI	 	09/231742	 	 	 	 	 	 	 	6084061		 	 	Granted
	United States of America	 	15-Jan-1999	 	 	 	 	 	 	 	04-Jul-2000
	 	15-lan-2019
	 	 	 	 	 	 	 	 	Title:Removal Of Anthraquinone From Tall Oil And Tall Oil Fractions
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024610/	 	PRI	 	09/769081	 	 	 	 	 	 	 	6399713		 	 	Granted
	United States of America	 	24-Jan-2001	 	 	 	 	 	 	 	04-Jun-2002
	 	24-Jan-2021
	 	Title:HYDROCARBON TERMINATED POLYETHER POLYAMIDE BLOCK COPOLYMERS AND USES THEREOF
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024610-01/I1	 	CIP	 	10/142664	 	03-0065084	 	6870011		 	 	Granted
	United States of America	 	08-May-2002	 	03-Apr-2003	 	22-Mar-2005
	 	12-Jul-2021
	 	 	Title:HYDROCARBON TERMINATED POLYETHER POLYAMIDE BLOCK COPOLYMERS AND USES THEREOF
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024610-01/N1	 	CON	 	11/085385	 	05-0165212	 	 	 	 	 	Published
	United States of America	 	21-Mar-2005	 	28-Jul-2005	 	 	 	 	 	 
	 	Title:HYDROCARBON TERMINATED POLYETHER POLYAMIDE BLOCK COPOLYMERS AND USES THEREOF







3











 








	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	Number/Date	 	Number/Date	 	Expiration Date
	024612/

	 	PRI
	 	08/185057
	 	 
	 	 5410004
	 	Granted
	United States of America

	 	 	 	20-Jan-1994
	 	 	 	25-Apr-1995
	 	20-Jan-2014
	 	 	 	 	 	 	Title:THERMAL POLYMERIZATION OF DICYCLOPENTADIENE
	 
	 	 	 	 	 	 	 	 	 	 
	024612/2

	 	CON
	 	08/626828
	 	 	 	 5691432
	 	Granted
	United States of America

	 	 	 	03-Apr-1996
	 	 	 	25-Nov-1997
	 	20-Jan-2014
	 	 	 	 	 	 	Title:THERMAL POLYMERIZATION OF DICYCLOPENTADIENE
	 
	 	 	 	 	 	 	 	 	 	 
	024613/

	 	PRI
	 	08/438606
	 	 	 	 5635591
	 	Granted
	United States of America

	 	 	 	10-May-1995
	 	 	 	03-Jun-1997
	 	10-May-2015
	 	 	 	 	 	 	Title:PROCESS FOR MAKING HIGH VISCOSITY RESINS
	 
	 	 	 	 	 	 	 	 	 	 
	024613/V1

	 	DIV
	 	08/811851
	 	 	 	 5844071
	 	Granted
	United States of America

	 	 	 	05-Mar-1997
	 	 	 	01-Dec-1998
	 	03-Jun-2017
	 	 	 	 	 	 	Title:PROCESS FOR MAKING HIGH VISCOSITY RESINS
	 
	 	 	 	 	 	 	 	 	 	 
	024613-01/I1

	 	CIP
	 	08/784733
	 	 	 	 5763565
	 	Granted
	United States of America

	 	 	 	13-Jan-1997
	 	 	 	09-Jun-1998
	 	10-May-2015
	 	 	Title:PROCESS FOR MAKING SELF-GELLED RESIN SOLUTIONS FOR INK FORMULATIONS
	 
	 	 	 	 	 	 	 	 	 	 
	024614/

	 	PRI
	 	08/371426
	 	 	 	 5457175
	 	Granted
	United States of America

	 	 	 	11-Jan-1995
	 	 	 	10-Oct-1995
	 	11-Jan-2015
	 	 	Title:LOW SOFTENING POINT TERPENE-PHENOL RESINS AND METHOD OF PREPARATION
	 
	 	 	 	 	 	 	 	 	 	 
	024617/

	 	PRI
	 	09/081496
	 	 	 	6160083
	 	Granted
	United States of America

	 	 	 	19-May-1998
	 	 	 	12-Dec-2000
	 	19-May-2018
	 	 	 	 	 	 	Title:METHOD FOR MAKING MODIFIED TERPENE PHENOL RESINS






4









 









	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	Number/Date	 	Number/Date	 	Expiration Date
	024619/

	 	PRI
	 	07/173331
	 	 	 	 	4853460
	 	Granted
	United States of America

	 	 	 	24-Mar-1988
	 	 	 	 	01-Aug-1989
	 	24-Mar-2008
	 	 	 	 	 	 	Title:	LONG OPEN ASSEMBLY TIME
FINYL BONDING POLYAMIDE FROM DIMER (formerly 578)
	 
	 	 	 	 	 	 	 	 	 	 	 
	024620/N 1

	 	CON
	 	09/971240
	 	 	 	 	6632859
	 	Granted
	United States of America

	 	 	 	04-Oct-2001
	 	 	 	 	14-Oct-2003
	 	17-Mar-2019
	 	 	 	 	 	 	Title:	IMPROVED ALKYD RESINS FOR INK VEHICLES AND INK COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 	 
	024621 /

	 	ORD
	 	09/512228
	 	 	 	 	6835324
	 	Granted
	United States of America

	 	 	 	24-Feb-2000
	 	 	 	 	28-Dec-2004
	 	24-Feb-2020
	 	 	 	 	 	 	Title:	METHOD FOR ISOLATING OLEIC ACID AND PRODUCING LINELOIC DIMER/TRIMER ACIDS VIA SELECTIVE
	 
	 	 	 	 	 	 	 	 	 	 	 
	024624/

	 	ORD
	 	09/861174
	 	 	0002215-AI
	 	6710121
	 	Granted
	United States of America

	 	 	 	18-May-2001
	 	 	03-Jan-2002
	 	23-Mar-2004
	 	18-May-2021
	 	 	 	 	 	 	Title:	NITROCELLULOSE-COMPATIBLE LAMINATING INK RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 
	024629/

	 	PRI
	 	09/855737
	 	 	 	 	6552160
	 	Granted
	United States of America

	 	 	 	14-May-2001
	 	 	 	 	22-Apr-2003
	 	14-May-2021
	 	 	 	 	 	 	Title:	ESTER-TERMINATED POLY(ESTER AMIDES) USEFUL FOR FORMULATING TRANSPARENT GELS IN LOW POLARITY FLUIDS
	 
	 	 	 	 	 	 	 	 	 	 	 
	024629-01/I1

	 	CIP
	 	10/421624
	 	 	03-0236387
	 	6875245
	 	Granted
	United States of America

	 	 	 	22-Apr-2003
	 	 	25-Dee-2003
	 	05-Apr-2005
	 	18-Jul-2021
	 	 	 	 	 	 	Title:	ESTER-TERMINATED POLY(ESTER AMIDES) IN PERSONAL CARE PRODUCTS
	 
	 	 	 	 	 	 	 	 	 	 	 
	024629-02/N 1

	 	CON
	 	11/005320
	 	 	05-0197479
	 	 	 	Published
	United States of America

	 	 	 	06-Dec-2004
	 	 	08-Sep-2005	 	 	 	 
	 	 	 	 	 	 	Title:	ESTER-TERMINATED POLY(ESTER AMIDE) IN PERSONAL CARE PRODUCTS
	 
	 	 	 	 	 	 	 	 	 	 	 
	024629-03/N2

	 	CON
	 	11/433271
	 	 	06-0204461
	 	 	 	Published
	United States of Ameriea

	 	 	 	12-May-2006
	 	 	14-Sep-2006	 	 	 	 
	 	 	 	 	 	 	Title:	ESTER-TERMINATED POLY(ESTERAMIDES) IN PERSONAL CARE PRODUCTS
	 
	 	 	 	 	 	 	 	 	 	 	 
	024630-01/

	 	PCT
	 	10/572994
	 	 	 	 	 	 	Pending
	United States of America

	 	 	 	23-Mar-2006	 	 	 	 	 	 	 
	 	 	 	 	Title:POLY BASIC ACID ESTERS AND THEIR USE IN FIBRE OPTIC CABLES	 







5











 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	024631-01/

	 	PCT
	 	10/573098
	 	 	 	 	 	 	 	 	 	Pending
	United States of America

	 	 	 	23-Mar-2006	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:METHODS FOR VULCANIZING ELASTOMERS USING TALL

OIL HEADS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024633-02/

	 	ORD
	 	10/319412
	 	 	 	03-0162938
	 	 	6864349	 	 	Granted
	United States of America

	 	 	 	13-Dec-2002
	 	 	 	28-Aug-2003
	 	08-Mar-2005
	 	13-Dec-2022
	 	 	 	 	 	 	Title:AQUEOUS SUSPENSIONS CONTAINING POLYMERIZED
	 	 	 	 	 	 	 	 	FATTY ACID-BASED POLYAMIDES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024634-01/

	 	ORD
	 	10/402348
	 	 	 	04-0024088
	 	 	6875842	 	 	Granted
	United States of America

	 	 	 	28-Mar-2003
	 	 	 	05-Feb-2004
	 	05-Apr-2005
	 	25-Jul-2023
	 	 	 	 	 	 	Title:Resinates from Monomers
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024634-02/NI

	 	CON
	 	11/099438
	 	 	 	06-0009543
	 	 	 	 	 	Published
	United States of America

	 	 	 	04-Apr-2005
	 	 	 	12-Jan-2006	 	 	 	 	 	 
	 	 	 	 	 	 	Title:Resinates from Monomers
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024635-01/

	 	ORD
	 	10/742121
	 	 	 	05-0134664
	 	 	 	 	 	Published
	United States of America

	 	 	 	19-Dec-2003
	 	 	 	23-Jun-2005	 	 	 	 	 	 
	 	 	 	 	 	 	Title:JETPRINTING INKS CONTAINING POLYMERIZED FATTY
	 	 	 	 	 	 	 	 	ACID-BASED POLYAMIDES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024637/

	 	PRI
	 	10/140692
	 	 	 	03-0212202
	 	 	 	 	 	Published
	United States of America

	 	 	 	07-May-2002
	 	 	 	13-Nov-2003	 	 	 	 	 	 
	 	 	 	 	 	 	Title:HOT MELT ADHESIVE COMPOSITION (jointly owned by National
Starch and Arizona)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024638-01/

	 	ORD
	 	10/424314
	 	 	 	03-0229178
	 	 	 	 	 	Published
	United States of America

	 	 	 	28-Apr-2003
	 	 	 	11-Dec-2003	 	 	 	 	 	 
	 	 	 	 	 	 	Title:A PHENOLIC-MODIFIED ROSIN TERPENE RESIN
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024639/11

	 	CIP
	 	08/110063
	 	 	 	 	 	 	5428083	 	 	Granted
	United States of America

	 	 	 	20-Aug-1993
	 	 	 	 	 	27-Jun-1995
	 	27-Jun-2012
	 	 	 	 	 	 	Title:ONE-COMPONENT CURABLE EPOXY/POLYMIDE RESIN
	 	 	 	 	 	 	 	 	DISPERSION (formerly 649)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	024640/

	 	PRI
	 	07/152904
	 	 	 	 	 	 	4810747	 	 	Granted
	United States of America

	 	 	 	05-Feb-1988
	 	 	 	 	 	07-Mar-1989
	 	05-Feb-2008
	 	 	 	 	 	 	Title:WATER DISPERSIBLE POLYAMIDE BLEND (formerly 652)







6











 








	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	Number/Date	 	Number/Date	 	Expiration Date
	024643/
	 	PRI	 	07/696657	 	 	 	5120781	 	Granted
	United States of America
	 	 	 	07-May-1991	 	 	 	09-Jun-1992	 	07-May-2011
	 	 	 	 	 	 	Title:ACID-MODIFIED POLYHYDRIC ALCOHOL ROSIN ESTER

TACKIFIERS AND HOT MELT ADHESIVE COMPOSITIONS

CONTAINING THOSE TACKIFIERS (formerly 815)
	 
	 	 	 	 	 	 	 	 	 	 
	024645/
	 	PRI	 	07/747547	 	 	 	5164480	 	Granted
	United States of America
	 	 	 	20-Aug-1991	 	 	 	17-Nov-1992	 	20-Aug-2011
	 	 	 	 	 	 	Title:METHOD FOR THE MANUFACTURE OF TALL OILS (Formerly

IP-818)
	 
	 	 	 	 	 	 	 	 	 	 
	024646/
	 	PRI	 	07/734838	 	 	 	5236996	 	Granted
	United States of America
	 	 	 	24-Jul-1991	 	 	 	17-Aug-1993	 	24-Jul-2011
	 	 	 	 	 	 	Title:STABLE
POLYAMIDE RESIN DISPERSIONS CONTAINING
PIPERAZINE AND METHODS FOR THE MANUFACTURE
THEREOF
	 
	 	 	 	 	 	 	 	 	 	 
	024647/
	 	PRI	 	08/314148	 	 	 	5455326	 	Granted
	United States of America
	 	 	 	28-Sep-1994	 	 	 	03-Oct-1995	 	28- Sep-2014
	 	 	 	 	 	 	Title:INK JET
PRINTING COMPOSITIONS (Formerly 850)
	 
	 	 	 	 	 	 	 	 	 	 
	024649/
	 	PRI	 	08/764783	 	 	 	5830992	 	Granted
	United States of America
	 	 	 	12-Dee-1996	 	 	 	03 -Nov-1998	 	12-Dec-2016
	 	 	 	 	 	 	Title:LIGHT COLOR, COLOR STABLE ROSIN ESTERS AND METHOD FOR PREPARING SAME
	 
	 	 	 	 	 	 	 	 	 	 
	024650/
	 	PRI	 	08/723590	 	 	 	5777023	 	Granted
	United States of America
	 	 	 	01-Oct-1996	 	 	 	07-Jul-1998	 	01-Oct-2016
	 	 	 	 	 	 	Title:DIAMIDEDIURETHANES AND HOT MELT PRINTING THEREWITH
	 
	 	 	 	 	 	 	 	 	 	 
	024650/1
	 	DIV	 	09/070702	 	 	 	5881648	 	Granted
	United States of America
	 	 	 	30-Apt-1998	 	 	 	16-Mar-1999	 	01 -Oct-2016
	 	 	 	 	 	 	Title:DIAMIDEDIURETHANES AND HOT MELT PRINTING THEREWITH
	 
	 	 	 	 	 	 	 	 	 	 
	024651/
	 	PRI	 	08/601208	 	 	 	5645632	 	Granted
	United States of America
	 	 	 	14-Feb-1996	 	 	 	08-Jul-1997	 	14-Feb-2016
	 	 	 	 	 	 	Title:DIGESTERS OF POLYMERIZED FATTY ACIDS USEFUL IN

FORMULATING HOT-MELT INKS
	 
	 	 	 	 	 	 	 	 	 	 
	024652/
	 	PRI	 	08/734523	 	 	 	5783657	 	Granted
	United States of America
	 	 	 	18-Oct-1996	 	 	 	12-Ju1-1998	 	18-Oct-2016
	 	 	 	 	 	 	Title:ESTER-TERMINATED POLYAMIDES OF POLYMERIZED
FATT’Y ACIDS USEFUL IN FORMULATING TRANSPARENT
GELS IN LOW POLARITY LIQUIDS






7









 






	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	Number/Date	 	Number/Date	 	Expiration Date
	024652/1
	 	CPA	 	09/074070	 	 	 	5998570	 	Granted
	United States of America
	 		 	06-May-1998	 	 	 	07-Dec-1999	 	06-May-2018
	 	 	 	 	 	 	Title:ESTER-TERMINATED POLYAMIDES OF POLYMERIZED

FATTY ACIDS USEFUL IN FORMULATING TRANSPARENT

GELS IN LOW POLARITY LIQUIDS
	 
	 	 	 	 	 	 	 	 	 	 
	024653/
	 	PRI              	 	08/877188	 	 	 	5886128	 	Granted
	United States of America
	 		 	17-Jun-1997	 	 	 	23-Mar-1999	 	17-Jun-2017
	 	 	 	 	 	 	Title:MODIFIED
PHENOLIC RESIN AND USES RELATED THERETO
	 
	 	 	 	 	 	 	 	 	 	 
	024654/
	 	PRI	 	08/388926	 	 	 	5612445	 	Granted
	United
States of America
	 		 	15-Feb-1995	 	 	 	18-Mar-1997	 	15-Feb-2015
	 	 	 	 	 	 	Title:UV CURABLE ALKYD
	 
	 	 	 	 	 	 	 	 	 	 
	024654/1
	 	DIV               	 	08/762251	 	 	 	5821324	 	Granted
	United States of America

	 		 	12-Dec-1996	 	 	 	13-Oct-1998	 	15-Feb-2015
	 	 	 	 	 	 	Title:UV CURABLE ALKYD
	 
	 	 	 	 	 	 	 	 	 	 
	024655/II
	 	CIP	 	08/714946	 	 	 	5789474	 	Granted
	United States of America
	 		 	17-Sep-1996	 	 	 	04-Aug-1998	 	28-Sep-2015
	 	 	 	 	 	 	Title:POLYPHENYLENE OXIDE DELIVERY SYSTEM FOR ADHESIVE

COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 
	024655/N1
	 	CON          	 	 08/803873	 	 	 	5807915	 	Granted
	United States of America
	 		 	24-Feb-1997	 	 	 	15-Sep-1998	 	28-Sep-2015
	 	 	 	 	 	 	Title:POLYPHENYLENE OXIDE DELIVERY SYSTEM FOR ADHESIVE

COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 
	024655Atl
	 	DIV          	 	 09/152380	 	 	 	5910526	 	Granted
	United
States of America
	 		 	14-Sep-1998	 	 	 	08-Jun-1999	 	28-Sep-2015
	 	 	 	 	 	 	TitIe:POLYPHENYLENE OXIDE DELIVERY SYSTEM FORADHESIVE

COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 
	024658/P
	 	CIP	 	664276	 	 	 	5095058	 	Granted
	United
States of America
	 		 	04-Mar-1991	 	 	 	10-Mar-1992	 	13-Jun-2010
	 	 	 	 	 	 	Title:STABLE POLYAMIDE RESIN DISPERSIONS AND METHODS
FOR THE MANUFACTURE THEREOF (formerly 663)
	 
	 	 	 	 	 	 	 	 	 	 
	024659/
	 	PRI        	 	   07/674846	 	 	 	5407985	 	Granted
	United
States of America
	 		 	25-Mar-1991	 	 	 	18-Apr-1995	 	18-Apr-2012
	 	 	 	 	 	 	Title:STABLE POLYAMIDE RESIN MICRODISPERSIONS






8









 







	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	Number/Date	 	Number/Date	 	Expiration Date
	024747/
	 	PRI               	 	07/577235	 	 	 	5189089	 	Granted
	United States of America
	 		 	31-Aug-1990	 	 	 	23-Feb-1993	 	31-Aug-2010
	 	 	 	 	 	 	Title:RESINOUS BINDERS HAVING IMPROVED DILUTION
	 
	 	 	 	 	 	 	 	 	 	 
	025646/
	 	PRI	 	10/655162	 	 	 	 	 	Pending
	United States of America
	 	 	 	04-Sep-2003	 	 	 	 	 	 
	 	 	 	 	 	 	Title:RESINS AND ADHESIVE FORMULATIONS THEREWITH
	 
	 	 	 	 	 	 	 	 	 	 
	025646-01/V1
	 	DIV	 	11/443792             	 	 06-0217511	 	 	 	Published
	United States of America
	 	 	 	31-May-2006            	 	28-Sep-2006	 	 	 	 
	 
	 	 	 	 	 	Title:RESINS AND ADHESIVE FORMULATIONS THEREWITH	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	030003-02/I1
	 	CIP	 	09/153728	 		 	6107456	 	Granted
	United States of America
	 	 	 	15-Sep-1998	 	 	 	22-Aug-2000	 	31-Aug-2018
	 	 	 	 	 	 	Title:Method for Separating Sterols from Tall Oil
	 
	 	 	 	 	 	 	 	 	 	 
	030003-04/V2
	 	DIV	 	09/782869	 	01-0007906	 	                     6414111	 	Granted
	United States of America
	 	 	 	14-Feb-2001	 	12-Jul-2001  	 	                  02-Jul-2002	 	31-Aug-2018
	 	 	 	 	 	 	Title:Method for Separating Sterols from Tall Oil
	030497/
	 	ORD	 	11/199036	 	06-0052462	 		 	Published
	United States of America
	 	 	 	08-Aug-2005	 	09-Mar-2006	 		 	 
	 	 	Title:ANTIFOAM COMPOSITIONS CONTAINING DISPERSIONS OF HYDROPHOBIC
	PARTICLES
	 	 	 	 	 	 	 	 	 	 
	 
	030498-01/
	 	ORD	 	11/199430	 	06-0041027	 		 	Published
	United States of America
	 	 	 	08-Aug-2005	 	23-Feb-2006	 		 	 
	 	 	Title:ANTIFOAM COMPOSITIONS CONTAINING FATTY” AND ROSIN ACIDS OR DERIVATIVES THEREOF







9











 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	032571/
	 	PCT	 	 	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	10-Oct-2006	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	METHOD FOR SEALING GAPS (X-REF: ARZ-030887-PI)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	032842-01/P3
	 	PRO	 	60/774239	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	16-Feb-2006	 	 	 	 	 	 	 	16-Feb-2007
	 	 	 	 	 	 	Title:	 	IMPROVED LOW TEMPERATURE STABILITY OF FATTY
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	032842-02/P2
	 	PRO	 	60/775426	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	21-Feb-2006	 	 	 	 	 	 	 	21-Feb-2007
	 	 	 	 	 	 	Title:	 	FATTY ACIDS AND/OR FATTY ACID-CONTAINING
	 	 	 	 	 	 	 	 	COMPOSITIONS CONTAINING LOW TEMPERATURE
	 	 	 	 	 	 	 	 	STABILIZERS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	032842-03/P4
	 	PRO	 	60/777286	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	27-Feb-2006	 	 	 	 	 	 	 	27-Feb-2007
	 	 	 	 	 	 	Title:	 	IMPROVED
LOW TEMPERATURE STABILITY OF FATTY
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	032842-04/
	 	ORD	 	11/393387	 	 	 	06-0229222	 	 	 	Published
	United States of America
	 	 	 	29-Mar-2006	 	 	 	12-Oct-2006	 	 	 	 
	 	 	 	 	 	 	Title:	 	COMPOSITIONS CONTAINING FATTY ACIDS AND/OR
	 	 	 	 	 	 	 	 	DERIVATIVES THEREOF AND A LOW TEMPERATURE
	 	 	 	 	 	 	 	 	STABILIZER
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	032944-01/
	 	ORD	 	11/505213	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	15-Aug-2006	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	LOW SULFUR TALL OIL FATTY ACID
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	032977/
	 	PRI	 	07/304760	 	 	 	 	 	4987160	 	Granted
	United States of America
	 	 	 	31-Jan-1989	 	 	 	 	 	22-Jan-1991	 	31-Jan-2009
	 	 	 	 	 	 	Title:	 	RADIATION
CURABLE AMINOAMIDE ACRYLATE POLYMER
	 	 	 	 	 	 	 	 	(formerly 610)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	033248/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	A
COMPOSITION COMPRISING FATTY ACID ALCOHOLS AND
	 	 	 	 	 	 	 	 	METHODS OF USING AND PRODUCING THE SAME
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	034758-01/
	 	ORD	 	11/502032	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	09-Aug-2006	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	RUBBER COMPOSITIONS CONTAINING IMPROVED






10









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	036133/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	TERTIARY AMIDE-TERMINATED POLY(ESTER-AMIDE)
	 	 	 	 	 	 	 	 	POLYMERS AND GELLED COMPOSITION THEREOF, AS
	 	 	 	 	 	 	 	 	WELL AS METHODS OF MAKING AND USING THE SAME
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	036451/P1
	 	PRO	 	60/799165	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	09-May-2006	 	 	 	 	 	 	 	09-May-2007
	 	 	 	 	 	 	Title:	 	WATER SOLUBLE ROSIN ACID ESTERS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	036452/P1
	 	PRO	 	60/778632	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	01-Mar-2006	 	 	 	 	 	 	 	01-Mar-2007
	 	 	 	 	 	 	Title:	 	RELEASE
AGENTS CONTAINING PARTIALLY SAPONIFIED
	 	 	 	 	 	 	 	 	FATTY AND ROSIN
ACIDS OR DERIVATIVES THEREOF
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	036453/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	FRICTION MODIFIERS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	037494/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	POLYETHER POLY(ESTER-AMIDE) BLOCK CO-POLYMERS
	 	 	 	 	 	 	 	 	AND USES THEREOF
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	037948/P1
	 	PRO	 	60/831422	 	 	 	 	 	 	 	Pending
	United States of America
	 	 	 	17-Jul-2006	 	 	 	 	 	 	 	17-Jul-2007
	 	 	 	 	 	 	Title:	 	STYRENATED TERPENE RESIN AS WELL AS METHODS OF
	 	 	 	 	 	 	 	 	MAKING AND USING THE SAME
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	038083/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	06-Dec-2006	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	POLYAMIDE POLYOLS FOR USE IN POLYURETHANE
	 	 	 	 	 	 	 	 	ADHESIVES
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1086/
	 	PRI	 	09/156337	 	 	 	 	 	6022947	 	Granted
	United States of America
	 	 	 	18-Sep-1998	 	 	 	 	 	08-Feb-2000	 	18-Sep-2018
	 	 	 	 	 	 	Title:	 	LIGHT COLORED LOW MOLECULAR WEIGHT PHENOLIC
	 	 	 	 	 	 	 	 	MODIFIED ROSIN ESTERS






11









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	3028/
	 	PRI	 	232024	 	 	 	 	 	4879351	 	Granted
	United States of America
	 	 	 	15-Sep-1988	 	 	 	 	 	07-Nov-1989	 	15-Sep-2008
	 	 	 	 	 	 	Title:	 	ISOMERIZED TERPENE TACKIFIER RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4057/
	 	PRI	 	229004	 	 	 	 	 	4902850	 	Granted
	United States of America
	 	 	 	05-Aug-1988	 	 	 	 	 	20-Feb-1990	 	05-Aug-2008
	 	 	 	 	 	 	Title:	 	PURIFICATION OF ANETHOLE
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4058/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	ESTERIFICATION OF ROSIN WITH THE COMBINATION OF A
	 	 	 	 	 	 	 	 	BLEACHING AGENT AND ANTIOXIDANT WITH CATALYTIC
	 	 	 	 	 	 	 	 	ACTIVITY
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4252/3
	 	CON	 	07/909145	 	 	 	 	 	5271991	 	Granted
	United States of America
	 	 	 	06-Jul-1992	 	 	 	 	 	21-Dec-1993	 	21-Dec-2010
	 	 	 	 	 	 	Title:	 	ADDITIVE RESIN FOR INCREASING THE SURFACE ENERGY
	 	 	 	 	 	 	 	 	OF MOLDING AND EXTRUSION GRADE POLYETHYLENE
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4471/1
	 	CON	 	08/189053	 	 	 	 	 	6274657	 	Granted
	United States of America
	 	 	 	27-Jan-1994	 	 	 	 	 	14-Aug-2001	 	14-Aug-2018
	 	 	 	 	 	 	Title:	 	SURFACTANT FOR FORMING STABLE DISPERSIONS OF
	 	 	 	 	 	 	 	 	ROSIN ESTERS (ORIGINAL TITLE: LEAD
	 	 	 	 	 	 	 	 	PROJECT-RESEARCH ON SURFACTANTS)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4523/2
	 	CON	 	024538	 	 	 	 	 	5318841	 	Granted
	United States of America
	 	 	 	01-Mar-1993	 	 	 	 	 	07-Jun-1994	 	07-Jun-2011
	 	 	 	 	 	 	Title:	 	POLYTHYLENE ADDITIVE; ADHESION PROMOTER FOR
	 	 	 	 	 	 	 	 	POLAR AND WATER-DISPERSED ADHESIVES
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4524/2
	 	CON	 	829981	 	 	 	 	 	5240985	 	Granted
	United States of America
	 	 	 	03-Feb-1992	 	 	 	 	 	3l-Aug-1993	 	31 -Aug-2010
	 	 	 	 	 	 	Title:	 	POLYETHYLENE SMINE BASED AMPHIPHILIC COMPOUND
	 	 	 	 	 	 	 	 	FOR INCREASE THE SURFACE ENERGY OF POLYOLEFIN
	 	 	 	 	 	 	 	 	MOLDING & EXTRUSION RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4524/3
	 	CIP	 	036623	 	 	 	 	 	5272196	 	Granted
	United States of America
	 	 	 	24-Mar-1993	 	 	 	 	 	2l-Dec-1993	 	31-Dec-2010
	 	 	 	 	 	 	Title:	 	POLYETHYLENE SMINE BASED AMPHIPHILIC COMPOUND
	 	 	 	 	 	 	 	 	FOR INCREASE THE SURFACE ENERGY OF POLYOLEFIN
	 	 	 	 	 	 	 	 	MOLDING & EXTRUSION RESINS






12









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	4524/4
	 	CON	 	08/086619	 	 	 	 	 	5328951	 	Granted
	United States of America
	 	 	 	01-Jul-1993	 	 	 	 	 	12-Jul-1994	 	12-Jul-2011
	 	 	 	 	 	 	Title:	 	POLYETHYLENE SMINE BASED AMPHIPHILIC COMPOUND
	 	 	 	 	 	 	 	 	FOR INCREASE THE SURFACE ENERGY OF POLYOLEFIN
	 	 	 	 	 	 	 	 	MOLDING & EXTRUSION RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4524 CP1/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	ADDITIVE FOR INCREASING THE SURFACE ENERGY OF
	 	 	 	 	 	 	 	 	MOLDING AND EXTRUSION GRADE POLYETHLENE
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4524 CP2/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	POLYETHYLENE SMINE BASED AMPHIPHILIC COMPOUND
	 	 	 	 	 	 	 	 	FOR INCREASE THE SURFACE ENERGY OF POLYOLEFIN
	 	 	 	 	 	 	 	 	MOLDING & EXTRUSION RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4524 CP4/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	POLYOLEFIN ADDITIVE METHOD WITH ESTER MIDBLOCK
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4524-CP3/
	 	PRI	 	 	 	 	 	 	 	 	 	 
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	Unfiled
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	POLYETHYLENE SMINE BASED AMPHIPHILIC COMPOUND
	 	 	 	 	 	 	 	 	FOR INCREASE THE SURFACE ENERGY OF POLYOLEFIN
	 	 	 	 	 	 	 	 	MOLDING & EXTRUSION RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4529/
	 	PRI	 	702253	 	 	 	 	 	5321092	 	Granted
	United States of America
	 	 	 	17-May-1991	 	 	 	 	 	14-Jun-1994	 	14-Jun-2011
	 	 	 	 	 	 	Title:	 	METHOD FOR BLEACHING TACKIFYING RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4529/1
	 	DIV	 	066729	 	 	 	 	 	5312870	 	Granted
	United States of America
	 	 	 	07-Jun-1993	 	 	 	 	 	17-May-1994	 	17-May-2011
	 	 	 	 	 	 	Title:	 	METHOD FOR BLEACHING TACKIFYING RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4834 CON1/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	PAPER COATING DISPERSIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4834 CON2/
	 	PRI	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title:	 	PAPER COATING DISPERSIONS







13











 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	 	Number/Date	 	Expiration Date
	4900/

	 	PRI
	 	08/I 09686
	 	 	 	 	 	 	5427615	 	 	Granted
	United States of America

	 	 	 	20-Aug-1993
	 	 	 	 	 	27-Jun-1995
	 	20-Aug-2013
	 	 	 	 	 	 	Title:	 	HEATSET LITHOGRAPHIC VARNISH WITH TOFA ESTER
	 

	 	 	 	 	 	 	 	SOLVENT	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4969/

	 	PRI
	 	08/279631
	 	 	 	 	 	 	5464691	 	 	Granted
	United States of America

	 	 	 	22-Ju1-1994
	 	 	 	 	 	07-Nov-1995
	 	22-Jul-2014
	 	 	 	 	 	 	Title:	 	TIE LAYERS USING POLYOLEFIN
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5010/

	 	PRI
	 	08/54764
	 	 	 	 	 	 	5587007	 	 	Granted
	United
States of America

	 	 	 	14-Aug-1995
	 	 	 	 	 	24-Dec-1996
	 	14-Aug-2015
	 	 	 	 	 	 	Title:	 	PHENOLMODIFIEDDICYCLOPENTADIENE BASED INK
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5037/

	 	PRI
	 	08/370733
	 	 	 	 	 	 	5504152	 	 	Granted
	United States of America

	 	 	 	10-Jan-1995
	 	 	 	 	 	02-Apr-1996
	 	10-Jan-2015
	 	 	 	 	 	 	Title:	 	ESTERIFICATION OF
ROSIN WITH CALCIUM HYPOPHOSPHITE
	 	 	 	 	 	 	 	 	AND WITH CALCIUM HYPOPHOSPHITE IN COMBINATION
	 	 	 	 	 	 	 	 	W/ OTHER ESTERIFICATION CATALYST
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5046/

	 	PRI
	 	08/846634
	 	 	 	 	 	 	5959010	 	 	Granted
	United
States of America

	 	 	 	30-Apr-1997
	 	 	 	 	 	28-Sep-1999
	 	30-Apr-2017
	 	 	 	 	 	 	Title:	 	PARTICLEIZED RESIN
HAVING IMPROVED PROPERTIES AND
	 	 	 	 	 	 	 	 	METHOD OF PRODUCING SAME
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5057/

	 	CIP
	 	08/614662
	 	 	 	 	 	 	5693731	 	 	Granted
	United
States of America

	 	 	 	13-Mar-1996
	 	 	 	 	 	02-Dec-1997
	 	24-Jan-2014
	 	 	 	 	 	 	Title:	 	METHOD FOR PREPARING HYDROCARBON RESINS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5065/1

	 	DIV
	 	08/463292
	 	 	 	 	 	 	5756619	 	 	Granted
	United States of America

	 	 	 	05-Jun-1995
	 	 	 	 	 	26-May-1998
	 	26-May-2015
	 	 	 	 	 	 	Title:	 	METHOD FOR EMULSION POLYMERIZATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5123/2

	 	CON
	 	08/677174
	 	 	 	 	 	 	5723709	 	 	Granted
	United
States of America

	 	 	 	09-Ju1-1996
	 	 	 	 	 	03-Mar-1998
	 	14-Apt-2014
	 	 	 	 	 	 	Title:	 	TERPENE DIMER COMPOSITIONS AND RELATED METHODS
	 	 	 	 	 	 	 	 	OF MANUFACTURE






14









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	 	 	Publication	 	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	 	 	Number/Date	 	 	Number/Date	 	Expiration Date
	5164/

	 	PRI
	 	08/684696
	 	 	 	 	 	 	5762696	 	 	Granted
	United States of America

	 	 	 	19-Ju1-1996
	 	 	 	 	 	09-Jun-1998
	 	19-Jul-2016
	 	 	 	 	 	 	Title:	 	TERPENE DIMER VARNISH AND INK FORMULATIONS AND
	 	 	 	 	 	 	 	 	RELATED METHODS OF MANUFACTURE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	522/

	 	PRI
	 	07/142603
	 	 	 	 	 	 	4816549	 	 	Granted
	United States of America

	 	 	 	11-Jan-1988
	 	 	 	 	 	28-Mar-1989
	 	1 l-Jan-2008
	 	 	 	 	 	 	Title:	 	RESIN FROM POLYMERIZED FATTY ACID 1,2-DIAMINO
	 	 	 	 	 	 	 	 	CYCLOHEXANE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5239/

	 	PRI
	 	08/445908
	 	 	 	 	 	 	5679201	 	 	Granted
	United States of America

	 	 	 	22-May-1995
	 	 	 	 	 	21-Oct-1997
	 	22-May-2015
	 	 	 	 	 	 	Title:	 	ADDITIVE FOR THERMALLY SEALING DISSIMILAR
	 	 	 	 	 	 	 	 	POLYMERIC LAYERS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5239/1

	 	DIV
	 	08/888179
	 	 	 	 	 	 	6071577	 	 	Granted
	United States of America

	 	 	 	03-Ju1-1997
	 	 	 	 	 	06-Jun-2000
	 	22-May-2015
	 	 	 	 	 	 	Title:	 	ADDITIVE FOR THERMALLY SEALING DISSIMILAR
	 	 	 	 	 	 	 	 	POLYMERIC LAYERS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5245/

	 	CIP
	 	08/618247
	 	 	 	 	 	 	5847247	 	 	Granted
	United States of America

	 	 	 	18-Mar- 1996
	 	 	 	 	 	08-Dec-1998
	 	14-Mar-2014
	 	 	 	 	 	 	Title:	 	TERPENE BASED SOLVENTS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5278/1

	 	DIV
	 	08/929992
	 	 	 	 	 	 	5874507	 	 	Granted
	United States of America

	 	 	 	15-Sep-1997
	 	 	 	 	 	23-Feb-1999
	 	15-Sep-2017
	 	 	 	 	 	 	Title:	 	POLYEPICHLOROHYDRINBASEDTRI-BLOCKADDITIVES
	 	 	 	 	 	 	 	 	FOR SURFACE
MODIFICATION OF POLYMER FILMS AND
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5321/

	 	PRI
	 	08/669058
	 	 	 	 	 	 	5840801	 	 	Granted
	United
States of America

	 	 	 	24-Jun-1996
	 	 	 	 	 	24-Nov-1998
	 	24-Jun-2016
	 	 	 	 	 	 	Title:	 	METHOD FOR IMPROVING DISPERSION AND
	 	 	 	 	 	 	 	 	COMPATABILITY OF ZINC SALTS IN ELASTOMERIC
	 	 	 	 	 	 	 	 	COMPOUNDS DURING VULCANIZATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5417/

	 	PILl
	 	08/721554
	 	 	 	 	 	 	5854367	 	 	Granted
	United
States of America

	 	 	 	26-Sep-1996
	 	 	 	 	 	29-Dec-1998
	 	26-Sep-2016
	 	 	 	 	 	 	Title:	 	A PROCESS FOR CATIONIC POLYMERIZATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5432/

	 	PRI
	 	 	 	 	 	 	 	 	 	 	 	Unfiled
	United
States of America
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title: EMULSIFIER AND METHOD FOR EMULSION POLYMERIZATION BY CHEMICAL MODIFICATION	 	 
	 	 	 	 	OF MONOMERIC DISTILLATE FROM FATTY ACID DIMERIZATION PROCESS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5434/

	 	PILl
	 	 	 	 	 	 	 	 	 	 	 	Unfiled
	United
States of America
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title: END BLOCK REINFORCEMENT OF STYRENIC BLOCK COPOLYMER ELASTOMERS USING	 	 
	 	 	 	 	TETRAMETHYL POLYCARBONATE OLIGOMERS	 	 






15









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	 	Application	 	 	 	Publication	 	 	Patent	 	Status
	Country Name	 	Type	 	 	Number/Date	 	 	 	Number/Date	 	 	Number/Date	 	Expiration Date
	5496/

	 	PRI
	 	 	08/788931	 	 	 	 	 	 	 	5777013	 	 	Granted
	United States of America

	 	 	 	 	24-Jan-1997
	 	 	 	 	 	 	07-Jul-1998
	 	24-Jan-2017
	 	 	 	 	 	 	 	 	Title:	 	DISPERSION AND ADHESION OF SILICA IN ELASTOMERIC
	 	 	 	 	 	 	 	 	 	 	MATERIALS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5618/

	 	PRI
	 	 	08/826011	 	 	 	 	 	 	 	5820667	 	 	Granted
	United
States of America

	 	 	 	 	27-Mar-1997
	 	 	 	 	 	 	13-Oct-1998
	 	27-Mar-2017
	 	 	 	 	Title:FLUSHED PIGMENTS AND METHOD FOR MAKING FLUSHED PIGMENTS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5618/1

	 	CIP
	 	 	08/975585	 	 	 	 	 	 	 	5902389	 	 	Granted
	United States of America

	 	 	 	 	21-Nov-1997
	 	 	 	 	 	 	11-May-1999
	 	13-Oct-2018
	 	 	 	 	Title:FLUSHED PIGMENTS AND METHOD FOR MAK!NG FLUSHED PIGMENTS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5618 CIP/

	 	PRI
	 	 	 	 	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Title:	 	ROSIN BASED RESINS INK VEHICLE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	577/

	 	PRI
	 	 	132301	 	 	 	 	 	 	 	5023319	 	 	Granted
	United States of America

	 	 	 	 	15-Dec-1987
	 	 	 	 	 	 	11-Jun-1991
	 	11-Jun-2008
	 	 	 	 	 	 	 	 	Title:	 	STABILIZATION OF TREATED ROSIN
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	582PII/P

	 	CIP
	 	 	70/336947	 	 	 	 	 	 	 	4963630	 	 	Granted
	United States of America

	 	 	 	 	12-Apr-1989
	 	 	 	 	 	 	16-Oct-1990
	 	09-May-2008
	 	 	 	 	 	 	 	 	Title:	 	COPOLYMER OF RESIN ACIDS AND MALEIC ANHYDRIDE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	587/

	 	PRI
	 	 	07/098447	 	 	 	 	 	 	 	4830671	 	 	Granted
	United States of America

	 	 	 	 	18-Sep-1987
	 	 	 	 	 	 	16-May-1989
	 	18-Sep-2007
	 	 	 	 	 	 	 	 	Title:	 	INKCOMPOSITIONS FOR INK JET PRINTING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	587-DP/P

	 	CIP
	 	 	07/690037	 	 	 	 	 	 	 	5194638	 	 	Granted
	United States of America

	 	 	 	 	23-Apr-1991
	 	 	 	 	 	 	16-Mar-1993
	 	16-Mar-2010
	 	 	 	 	 	 	 	 	Title:	 	RESINOUS BINDERS FOR USE IN INK COMPOSITIONS FOR
	 	 	 	 	 	 	 	 	 	 	INK JET PRINTING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6013/1

	 	ORD
	 	 	09/481004	 	 	 	 	 	 	 	6407272	 	 	Granted
	United States of America

	 	 	 	 	10-Jan-2000
	 	 	 	 	 	 	18-Jun-2002
	 	10-Jan-2020
	 

	 	 	 	 	Title:SECONDARY ALCOHOL ESTERS OF HYDROXYACIDS AND USES THEREOF

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	609/

	 	PRI
	 	 	07/284380	 	 	 	 	 	 	 	4975498	 	 	Granted
	United States of America

	 	 	 	 	14-Dec-1988
	 	 	 	 	 	 	04-Dec-1990
	 	14-Dec-2008
	 

	 	 	 	 	Title: THERMALLY-CURABLE AMINOAMIDE ACRYLATE POLYMER







16









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	 	Application	 	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	 	Number/Date	 	 	 	Number/Date	 	Number/Date	 	Expiration Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6093/

	 	PRI
	 	 	09/572131	 	 	 	 	 	 	6492458	 	 	 	 Granted
	United States of America

	 	 	 	 	16-May-2000
	 	 	 	 	 	10-Dec-2002 	 	 	 	16-May-2020
	 	 	 	 	 	 	 	 	Title:	 	POLYLALKYLENEOXYDIAMINE POLYAMIDES USEFUL FOR FORMULATING INKS FOR PHASE-CHANGE JET PRINTING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	614/N 1

	 	CON
	 	 	07/561255	 	 	 	 	 	 	5019167 	 	 	 	Granted
	United States of America

	 	 	 	 	30-Ju1-1990
	 	 	 	 	 	28-May-1991 	 	 	 	24-Jun-2008
	 	 	 	 	 	 	 	 	Title:	 	STABILIZED ROSIN ESTERS AND HOT MELT ADHESIVES
	 	 	 	 	 	 	 	 	 	 	CONTAINING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	614 C/

	 	PRI
	 	 	 	 	 	 	 	 	 	 	 	 	 	Unfiled
	United States of America
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Title:	 	STABILIZED ROSIN ESTERS AND HOT MELT ADHESIVES CONTAINING THEM
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	623/

	 	PRI
	 	 	340108	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	5026754 	 	 	 	Granted
	United States of America

	 	 	 	 	18-Apr-1989
	 	 	 	 	 	25-Jun-1991	 	 	 	18-Apr-2009
	 	 	 	 	 	 	 	 	Title:	 	RESINOUS BINDERS COMPRISING A METAL ROSIN RESINATE AND A PENDANT TERTIARY AMINE POLYMER
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6418/

	 	PRI
	 	 	871388	 	 	 	 	 	 	4937014 	 	 	 	Granted
	United States of America

	 	 	 	 	06-Jun-1986
	 	 	 	 	 	26-Jun-1990
	 	26-Jun-2007
	 	 	 	 	 	 	 	 	Title:	 	Metal Containing Polymeric Dispersing Agent
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	This patent is owned of record by Bergvik Kemi AB and will be transferred to Arizona Chemical Company pursuant to the
Agreement.	 	Stock Purchase
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6421 /

	 	PRI
	 	 	435469	 	 	 	 	 	 	5032179 	 	 	 	Granted
	United States of America

	 	 	 	 	22-Jun-1988
	 	 	 	 	 	16-Jul-1991	 	 	 	16-Jul-2008
	 	 	 	 	 	 	 	 	Title:	 	BINDER COMPOSITION, AN AIR DRYING LACQUER COMPRISING THE COMPOSITION AND USE OF THE COMPOSITION IN AN AIR DRYING LACQUER
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	This patent is owned of record by Bergvik Kemi AB and will be transferred to Arizona Chemical Company pursuant to the
Agreement_	 	Stock Purchase
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	643/

	 	PRI
	 	 	313926	 	 	 	 	 	 	5026753	 	 	 	 Granted
	United States of America

	 	 	 	 	22-Feb-1989
	 	 	 	 	 	25-Jun-1991	 	 	 	22-Feb-2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:RESINOUS BINDERS COMPRISING A METAL ROSIN RESINATE AND A CARBOXYLATED POLYSTYRENE	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	647/

	 	PRI
	 	 	07/481136	 	 	 	 	 	 	5157109 	 	 	 	Granted
	United States of America

	 	 	 	 	16-Feb-1990
	 	 	 	 	 	20-Oct-1992	 	 	 	16-Feb-2010
	 	 	 	 	 	 	 	 	Title:	 	PREPARATION OF NOVEL SYNTHETIC RESINS






17









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	 	Application	 	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	 	Number/Date	 	 	Number/Date	 	Number/Date	 	Expiration Date
	653/

	 	PRI
	 	 	07/152640	 	 	 	 	 	487331 I 	 	Granted
	United States of America

	 	 	 	05-Feb-1988
	 	 	 	 	10-Oct-1989	 	05-Feb-2008
	 	 	 	 	 	 	 	 	Title:	WATER DISPERSIBLE POLYAMIDE ESTER







18











 

 



	 	 	 	 	 	 	 	 	 	 	 
	Case Number/Subcase	 	Case	 	Application	 	Publication	 	Patent	 	Status
	Country Name	 	Type	 	Number/Date	 	Number/Date	 	Number/Date	 	Expiration
Date
	665CC/I 

United States of America

	 	CON
	 	08/238583

05-May- 1994
	 	 	 	5385986

31-Jan-1995
	 	Granted

3 l-Jan-2012
	 	 	 	 	Title:ADHESIVE OF AMINE-TERMINATED POLYAMIDE AND EPOXY RESIN
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	665CC/2

United States of America

	 	FWC
	 	08/197729

17-Feb-1994
	 	 	 	5424371

13-Jun-1995
	 	Granted

13-Jun-2012
	 	 	 	 	Title:ADHESIVE OF AMINE-TERMINATED POLYAMIDE AND EPOXY RESIN
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	735/

United States of America

	 	PRI
	 	530678

30-May-1990
	 	 	 	5162496

10-Nov-1992
	 	Granted

30-May-2010
	 	 	 	 	Title:METHOD FOR THE PREPARATION OF LIGHT-COLORED ROSIN ESTERS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	770/

United States of America

	 	PRI
	 	07/670673

18-Mar-1991
	 	 	 	5155177

13-Oct-1992
	 	Granted

18-Mar-2011
	 	 	 	 	Title:THREE COMPONENT AMINOAMIDE ACRYLATE RESIN COMPOSITIONS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	786/

United States of America

	 	PRI
	 	07/743051

09-Aug-1991
	 	 	 	5104449

14-Apr-1992
	 	Granted

09-Aug-2011
	 	 	 	 	Title:WATER-SOLUBLE ROSIN-BASED COATINGS AND INKS






This patent is owned of record by Union Camp Corporation; to be assigned to Arizona Chemical Company pursuant to the Stock Purchase
Agreement.




	 	 	 	 	 	 	 	 	 	 	 
	791/US 

United States of America

	 	PRI
	 	07/618767

27-Nov-1990
	 	 	 	5154760

13-Oct-1992
	 	Granted

27-Nov-2010
	 	 	 	 	Title:POLYAMIDE RESIN COMPOSITIONS FOR USE AS

LAMINATING INK RESIN BINDERS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	897/ United
States of America

	 	PRI
	 	08/581782

02-Jan-1996
	 	 	 	5786086

28-Jul-1998
	 	Granted

02-Jan-2016
	 	 	 	 	Title:IMPROVED CONDUCTIVE WIRE COATING
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	998/

United States of America

	 	PRI
	 	07/430957
	 	 	 	5034509

23-Jul-1992
	 	Granted

23-Jul-2008
	 	 	 	 	Title:METHOD FOR IMPROVING THE COLOR AND THE STABILITY

OF THE COLOR OF CARBOXYLIC ACID OR A MIXTURE OF

THE SAME






This patent is owned of record by the inventor and will be assigned to Arizona Chemical Company
pursuant to the Stock Purchase Agreement.





19









 









All of the trademarks set forth below are owned by Arizona Chemical Company:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Status	 	App. No.	 	 	Registr. No.	 	 	Country
Name	 	Class(es)	 	App. Date	 	Reg. Date	 
	AQUATAC 

ARIZONA

(stylized)

	 	Registered

Registered
	 	73/213482

78/133291
	 	 	1154340

2810445	 	 	United States

United States
	 	

	1

1	

	 	30-Apr-1979

05-Jun-2002
	 	19-May-1981

03-Feb-2004
	ARIZONA

	 	Registered
	 	78/133361
	 	 	2779502	 	 	United States
	 	 	1	 	 	05-Jun-2002
	 	04-Nov-2003
	CHEMICAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CENTURY

	 	Registered
	 	71/639114
	 	 	0580811	 	 	United States
	 	 	1	 	 	06-Dec-1952
	 	06-Oct-1953
	CENWAX

	 	Registered
	 	78/241921
	 	 	2886414	 	 	United States
	 	 	1	 	 	25-Apr-2003
	 	21-Sep-2004
	MICROMID

	 	Registered
	 	74/213400
	 	 	1709624	 	 	United States
	 	 	1	 	 	18-Oct-1991
	 	25-Aug-1992
	STA-TAC

	 	Registered
	 	72/252208
	 	 	833136	 	 	United States
	 	 	1	 	 	11-Aug-1966
	 	08-Aug-1967
	SYLFAT

	 	Registered
	 	72/098467
	 	 	724674	 	 	United States
	 	 	6	 	 	06-Jun-1960
	 	05-Dec-1961
	SYLFAT

	 	Registered
	 	73/063769
	 	 	1040359	 	 	United States
	 	 	1	 	 	22-Sep-1975
	 	01-Jun-1976
	SYLVABLEN

	 	Registered
	 	76/181217
	 	 	2617023	 	 	United States
	 	 	1	 	 	14-Dec-2000
	 	10-Sep-2002
	D
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SYLVACLEA

	 	Registered
	 	78/157211
	 	 	2770417	 	 	United States
	 	 	1	 	 	23-Aug-2002
	 	30-Sep-2003
	R
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SYLVACOTE

	 	Registered
	 	75/459652
	 	 	2721617	 	 	United States
	 	 	1	 	 	31-Mar-1998
	 	03-Jun-2003
	SYLVAGEL

	 	Registered
	 	78/173363
	 	 	2779604	 	 	United States
	 	 	1	 	 	11-Oct-2002
	 	04-Nov-2003
	SYLVAGUM

	 	Registered
	 	76/228556
	 	 	2623919	 	 	United States
	 	 	1;2	 	 	21-Mar-2001
	 	24-Sep-2002
	SYLVALITE

	 	Registered
	 	73/457130
	 	 	1306649	 	 	United States
	 	 	1	 	 	15-Dec-1983
	 	27-Nov-1984
	SYLVALITE

	 	Registered
	 	76/228554
	 	 	2735891	 	 	United States
	 	 	1	 	 	21-Mar-2001
	 	15-Jul-2003
	SYLVAMID

	 	Registered
	 	73/679416
	 	 	1492785	 	 	United States
	 	 	1	 	 	19-Aug-1987
	 	21-Jun-1988
	SYLVAMID

	 	Registered
	 	73/758124
	 	 	1545957	 	 	United States
	 	 	1	 	 	17-Oct-1988
	 	04-Jul-1989
	SYLVAPINE

	 	Registered
	 	75/459651
	 	 	2433849	 	 	United States
	 	 	1	 	 	31-Mar-1998
	 	06-Mar-2001
	SYLVAPRINT

	 	Registered
	 	74/577048
	 	 	2211336	 	 	United States
	 	 	1	 	 	22-Sep-1994
	 	15-Dec-1998
	SYLVARES

	 	Registered
	 	76/228555
	 	 	2623918	 	 	United States
	 	 	1	 	 	21-Mar-2001
	 	24-Sep-2002
	SYLVAROS

	 	Registered
	 	72/098468
	 	 	733990	 	 	United States
	 	 	1	 	 	06-Jun-1960
	 	10-Ju1-1962
	SYLVATAC

	 	Registered
	 	73/135157
	 	 	1085203	 	 	United States
	 	 	1	 	 	25-Ju1-1977
	 	14-Feb-1978
	SYLVATAC

	 	Registered
	 	73/758121
	 	 	1545955	 	 	United States
	 	 	1	 	 	17-Oct-1988
	 	04-Ju1-1989
	T GLO

	 	Registered; not
in use and
subject to
cancellation
	 	 72228212
	 	 	0864846	 	 	United States
	 	 	 	 	 	September 20,1965
	 	February 18,1969
	UNIDYME

	 	Registered
	 	72/394412
	 	 	0943515	 	 	United States
	 	 	1	 	 	09-Jun-1971
	 	26-Sep-1972
	UNIFLEX

	 	Registered
	 	72/394411
	 	 	1040777	 	 	United States
	 	 	1	 	 	09-Jun-1971
	 	01-Jun-1976
	UNI-KYD

	 	Registered
	 	74/684546
	 	 	2034460	 	 	United States
	 	 	1	 	 	05-Jun-1995
	 	28-Jan-1997
	UNI-REZ

	 	Registered
	 	72/223849
	 	 	0803277	 	 	United States
	 	 	1	 	 	20-Jul-1965
	 	08-Feb-1966
	UNI-TAC

	 	Registered
	 	73/353784
	 	 	1262091	 	 	United States
	 	 	1	 	 	10-Mar-1982
	 	27-Dec-1983
	UNITOL

	 	Registered; not
in use and
subject to
cancellation
	 	 72032270
	 	 	0664220	 	 	United States
	 	 	 	 	 	June 19, 1957
	 	July 15
	ZONATAC

	 	Registered
	 	78/216265
	 	 	2823322	 	 	United States
	 	 	1	 	 	19-Feb-2003
	 	16-Mar-2004
	ZONESTER

	 	Registered; not
in use and
subject to
cancellation
	 	 73758123
	 	 	1545956	 	 	 United States
	 	 	 	 	 	October 17, 1988
	 	July 4
	ACINTOL

	 	Registered; not
in use and
subject to
cancellation
	 	 71597867
	 	 	0546338	 	 	 United States
	 	 	 	 	 	May 22,1950
	 	August 7, 1951
	BECKACITE

	 	Registered; not
in use and
subject to
cancellation
	 	 72234416
	 	 	0815993	 	 	 United States
	 	 	 	 	 	December 7,1965
	 	October 4, 1966






1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Country	 	 	 	 	 	 
	Trademark	 	Status	 	App. No.	 	 	Registr. No.	 	 	Name     	 	Class(es)	 	App. Date	 	Reg. Date
	NEWPORT

	 	Registered; not
in use and
subject to
cancellation
	 	 	71543978	 	 	 	0506554	 	 	United States
	 	 	 	December 10,
1947
	 	February 8,1949
	NEWPORT

	 	Registered; not
in use and
subject to
cancellation
	 	 	71543977	 	 	 	0507028	 	 	United States
	 	 	 	December 10,
1947
	 	February 22,1949
	PENTACITE

	 	Registered; not
in use and
subject to
cancellation
	 	 	71520417	 	 	 	0443238	 	 	United States
	 	 	 	April 9,1947
	 	August 16, 1949
	SOLWYTE

	 	Registered; not
in use and
subject to
cancellation
	 	 	72228210	 	 	 	0825157	 	 	United States
	 	 	 	September 20,

1965
	 	March 7,1967
	SUPER-

BECKACITE

	 	Registered; not
in use and
subject to
cancellation
	 	 	72234147	 	 	 	0815994	 	 	United States
	 	 	 	December 7,

1965
	 	October 4, 1966
	SYLVADYM

	 	Registered; not
in use and
subject to
cancellation
	 	 	73758122	 	 	 	1557471	 	 	United States
	 	 	 	October 17,

1988
	 	September 26, 

1986







2











 





SCHEDULE 4.8




TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT




Commercial Tort Claims of each Grantor in excess of $1,000,000




	 	 	 
	Grantor	 	Commercial Tort Claims
	AZ Chem US Holdings, Inc.

	 	None
	AZ Chem US Inc.

	 	None
	Arizona Chemical Company

	 	None
	Arizona Arboris, Inc.

	 	None






SCHEDULE 4.8-1





 









 








EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT




PLEDGE SUPPLEMENT




     This
PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF
GRANTOR] a [NAME OF STATE OF INCORPORATION]
[Corporation] (the “Grantor”) pursuant to the Pledge
and Security Agreement, dated as of February 28, 2007 (as it may be from time to time amended,
restated, modified or supplemented, the “Security
Agreement”), among [NAME OF COMPANY], the other
Grantors named therein, and CAPITALSOURCE FINANCE LLC, as the Collateral Agent. Capitalized terms
used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security
Agreement.



     Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of,
and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title
and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or
hereafter acquires an interest and wherever the same may be located. Grantor represents and
warrants that the attached Supplements to Schedules accurately and completely set forth all
additional information required pursuant to the Security Agreement and hereby agrees that such
Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.



     IN
WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of
[mm/dd/yy].



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT A-1





 









 








SUPPLEMENT TO SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief
Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and
Organizational Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Chief Executive	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Office/Sole Place	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	of Business (or	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Residence if	 	 
	 	 	 	 	Type of	 	Jurisdiction of	 	Grantor is a	 	Organization
	Full Legal Name	 	Organization	 	Organization	 	Natural Person)	 	I.D.#






	(B)	 	Other Names (including any Trade Name or Fictitious Business Name) under which
each Grantor has conducted business for the past five (5) years:





	 	 	 	 	 
	Full Legal Name	 	Trade Name or Fictitious Business Name






	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole
Business (or Principal Residence if Grantor is a Natural Person) and Corporate within past five
(5) years:





	 	 	 	 	 	 	 	 	 
	Name of Grantor	 	Date of Change	 	Description of Change






	(D)	 	Agreements pursuant to which any Grantor is found as debtor within past five (5)
years:





	 	 	 
	Name of Grantor	 	Description of Agreement






	(E)	 	Financing Statements:





	 	 	 
	Name of Grantor	 	Filing Jurisdiction(s)





EXHIBIT A-2




 
 









 








SUPPLEMENT TO SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:




	 	 	 	 	 
	Name of Grantor	 	Location of Equipment and Inventory





EXHIBIT A-3




 









 








SUPPLEMENT TO SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:




(A)




Pledged Stock:




Pledged
Partnership Interests:




Pledged
LLC Interests:




Pledged
Trust Interests:




Pledged Debt:




Securities Account:




Commodities Accounts:




Deposit Accounts:




(B)




	 	 	 	 	 	 	 	 	 
	Name of Grantor	 	Date of Acquisition	 	Description of Acquisition





(c)


	 	 	 	 	 
	Name of Grantor	 	Name of Issuer of Pledged LLC Interest/Pledged Partnership Interest
	 	 	 	 	





EXHIBIT A-4




 









 








SUPPLEMENT TO SCHEDULE 4.5

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:




	 	 	 	 	 
	Name of Grantor	 	Description of Material Contract





EXHIBIT A-5





 











 





SUPPLEMENT TO SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:




	 	 	 	 	 
	Name of Grantor	 	Description of Letters of Credit








EXHIBIT A-6









 








SUPPLEMENT TO SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:




	 	 	 
	(A)

	 	Copyrights
	 
	 	 
	(B)

	 	Copyright Licenses
	 
	 	 
	(C)

	 	Patents
	 
	 	 
	(D)

	 	Patent Licenses
	 
	 	 
	(E)

	 	Trademarks
	 
	 	 
	(F)

	 	Trademark Licenses
	 
	 	 
	(G)

	 	Trade Secret Licenses
	 
	 	 
	(H)

	 	Intellectual Property Exceptions






EXHIBIT A-7









 






SUPPLEMENT TO SCHEDULE 4.8

TO PLEDGE AND SECURITY AGREEMENT



Additional Information:




	 	 	 	 	 
	Name of Grantor	 	Commercial Tort Claims





EXHIBIT A-8









 






EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT




UNCERTIFICATED SECURITIES CONTROL AGREEMENT



     This Uncertificated Securities Control Agreement dated as of [_______], 20[_______] (as amended,
supplemented or otherwise modified from time to time, this “Agreement”) among
[_______] (the “Pledgor”), Goldman Sachs Credit Partners L.P, as collateral agent for the First
Lien Claimholders (the “First Lien Collateral Agent”), CapitalSource Finance LLC, as collateral
agent for the Second Lien Claimholders (the “Second Lien Collateral Agent”; and together with the
First Lien Collateral Agent, the “Collateral Agents”) and [_______], a
[_______] [corporation] (the “Issuer”). Capitalized terms used but not defined herein shall have
the meaning assigned in the Intercreditor Agreement dated [as of the date hereof] as amended,
restated, supplemented or otherwise modified from time to time, among the Pledgor, the other
Grantors party thereto and the Collateral Agents (the “Intercreditor Agreement”). All references
herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.



     Section 1. Registered Ownership of Shares. The Issuer hereby confn-ms and agrees that as
of the date hereof the Pledgor is the registered owner of [_______] shares of the Issuer’s [common]
stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged
Shares without the prior written consent of the Collateral Agent.



     Section 2. Instructions. If at any time the Issuer shall receive instructions originated
by the First Lien Collateral Agent relating to the Pledged Shares, the Issuer shall comply with
such instructions without further consent by the Pledgor or any other person. If at any time the
Issuer shall receive instructions originated by the Second Lien Collateral Agent relating to the
Pledges Shares, the Issuer shall comply with such instructions without further consent by the
Pledgor or any other person; provided that, prior to receipt by the Issuer of a Notice of
Termination of First Lien Obligations in the form of Exhibit A attached hereto (“Notice of
Termination of First Lien Obligations”) sent by the First Lien Collateral Agent, the Issuer shall
not comply with any entitlement order issued by the Second Lien Collateral Agent without the
written consent of the First Lien Collateral Agent.



     Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby
represents and warrants to the Collateral Agents:



     (a) It has not entered into, and until the termination of this agreement will not enter
into, any agreement with any other person relating to the Pledged Shares pursuant to which it has
agreed to comply with instructions issued by such other person; and



     (b) It has not entered into, and until the termination of this agreement will not enter into,
any agreement with the Pledgor or the Collateral Agents purporting to limit or condition the
obligation of the Issuer to comply with Instructions as set forth in Section 2 hereof.



     (c) Except for the claims and interest of the First Lien Collateral Agent, the Second Lien
Collateral Agent and of the Pledgor in the Pledged Shares, the Issuer does not know of any claim
to, or interest in, the Pledged Shares. If any person asserts any lien, encumbrance or adverse
claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar
process) against the Pledged Shares, the Issuer will promptly notify the Collateral Agents and the
Pledgor thereof.





EXHIBIT B-1









 








     (d) This Uncertificated Securities Control Agreement is the valid and legally binding
obligation of the Issuer.



     Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of
[New York].



     Section 5. Conflict with Other Agreements. In the event of any conflict between this Agreement
(or any portion thereof) and any other agreement now existing or hereafter entered into, the terms
of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any
right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of
the parties hereto.



     Section 6. Voting Rights. Until such time as the First Lien Collateral Agent (or, following
receipt by the Issuer of a Notice of Termination of First Lien Obligations sent by the First Lien
Collateral Agent, the Second Lien Collateral Agent) shall otherwise instruct the Issuer in writing
in accordance with the terms of the First Lien Pledge and Security Agreement dated as of the date
hereof or the Second Lien Pledge and Security Agreement dated as of the date hereof (collectively,
and as amended, supplemented or otherwise modified from time to time, the “Security Agreement”),
the Pledgor shall have the right to vote the Pledged Shares.



     Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation of law. The
Collateral Agents may assign their respective rights hereunder only with the express written
consent of the Issuer and by sending written notice of such assignment to the Pledgor.



     Section 8. Indemnification of Issuer. The Pledgor and the Collateral Agents hereby agree that
(a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agents
arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof,
except to the extent that such liabilities arise from the Issuer’s negligence and (b) the Pledgor,
its successors and assigns shall at all times indemnify and save harmless the Issuer from and
against any and all claims, actions and suits of others arising out of the terms of this Agreement
or the compliance of the Issuer with the terms hereof, except to the extent that such arises from
the Issuer’s negligence, and from and against any and all liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character arising by reason of the
same, until the termination of this Agreement.



     Section 9. Notices. Any notice, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and electronic confirmation
of error free receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



EXHIBIT B-2









 





	 	 	 
	Pledgor:

	 	c/o Rhone Capital LLC
	 

	 	5 Prince Gate
	 

	 	3rd Floor
	 

	 	Knightsbridge
	 

	 	London SW7 1QJ
	 

	 	Attention: Gianpiero Lenza
	 

	 	Facsimile: +44 207 761 1111
	 

	 	in each case, with a copy to:
	 
	 	 
	 

	 	Rhone Capital LLC
	 

	 	630 Fifth Avenue
	 

	 	27th Floor
	 

	 	New York, NY 10111
	 

	 	Attention: Andrew Oliver
	 

	 	Facsimile: (212) 218-6789
	 
	 	 
	 

	 	Arizona Chemical Company
	 

	 	Building 100
	 

	 	4600 Touchton Road E., Suite 1500
	 

	 	Jacksonville, FL 32246
	 

	 	Attention: Charles E. Nelson/Glenda Haynes
	 

	 	Facsimile: (904) 928-8771
	 
	 	 
	First Lien Collateral Agent:

	 	Goldman Sachs Credit Partners L.P.
	 

	 	1 New York Plaza
	 

	 	New York, NY 10004
	 

	 	Attention: Elizabeth Fischer and Rob Schatzman
	 

	 	Telecopier: (212) 902-3000
	 
	 	 
	Second Lien Collateral Agent

	 	CapitalSource Finance LLC
	 

	 	4445 Willard Avenue, 12th Floor
	 

	 	Chevy Chase, MD 20815
	 

	 	Attention: Special Investments Group, Portfolio
	 

	 	Manager
	 

	 	Telephone: 301-841-2700
	 

	 	Fax: 301-841-2340
	 
	 	 
	Issuer:

	 	[Insert Name and Address of Issuer]
	 

	 	Attention: [_______]
	 

	 	Telecopier: [_______]






     Any party may change its address for notices in the manner set forth above.



     Section 10. Termination. The obligations of the Issuer to the Collateral Agents pursuant to
this Control Agreement shall continue in effect until the security interests of the Collateral Agents
in the Pledged Shares have been terminated pursuant to the terms of the
Security Agreement and the Collateral Agents have notified the Issuer of such termination
writing. The Collateral Agents each agree to provide Notice of Termination in substantially the form of
Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of both
Collateral Agents’ security interest in the Pledged Shares pursuant to the terms of Security
Agreement. The termination of this Control Agreement shall not terminate the Pledged



EXHIBIT B-3









 





Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other
agreement with respect to the Pledged Shares.



     Section 11. Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.



     Section 12. Relationship Between Parties. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to
this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the
Intercreditor Agreement shall govern and control.



	 	 	 	 	 
	 	[NAME OF PLEDGOR], 

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	CAPITALSOURCE FINANCE LLC, 

as Second Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ISSUER], 

as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




EXHIBIT B-4











 





EXHIBIT A

TO UNCERTIFICATED SECURITIES CONTROL AGREEMENT




NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS




To [Issuer]



Re: Uncertificated Securities Control Agreement dated as of                     , 200                     (as amended, restated,
supplemented or otherwise modified from time to time, the “Control Agreement") by and among [NAME
OF PLEDGOR] (the “Company"), GOLDMAN SACHS CREDIT PARTNERS L.P., as First Lien Collateral Agent (in
such capacity, the “First Lien Collateral Agent"), CAPITALSOURCE FINANCE LLC, as Second Lien
Collateral Agent (in such capacity, the “Second Lien Collateral Agent") and [NAME OF ISSUER].




Ladies and Gentlemen:




     You are hereby notified that there has been a Discharge of First Lien Obligations. You are
hereby instructed that you may comply with instructions originated by the Second Lien Collateral
Agent regarding the Pledged Shares without our consent, the consent of the Company or the consent
of any other person.



     Capitalized terms used but not defined herein shall have the meanings set forth in the
Control Agreement.



	 	 	 	 	 
	 	Sincerely,





GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Authorized Signatory 	 
	 


cc: CapitalSource

[Pledgor]




EXHIBIT B-A- 1








 









 








EXHIBIT A




[Letterhead of applicable Collateral Agent]




[Date]



[Name and Address of Issuer]

Attention:[__]




Re: Termination of Control Agreement





     You are hereby notified that the Uncertificated Securities Control Agreement between you,
[Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of which is attached) is terminated
and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding
any previous instructions to you, you are hereby instructed to accept all future directions with
respect to Pledged Shares (as defined in the Uncertificated Securities Control Agreement) from the
Pledgor. This notice terminates any obligations you may have to the undersigned with respect to the
Pledged Shares, however nothing contained in this notice shall alter any obligations which you may
otherwise owe to the Pledgor pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to the
Pledgor.



	 	 	 	 	 
	 	Very truly yours,





[GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Authorized Signatory] 	 
	 
	 	[CAPITALSOURCE FINANCE LLC, 

as Second Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Title:  	Name:

] 	 
	 


EXHIBIT B-A- 2



 









 








EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT




SECURITIES ACCOUNT CONTROL AGREEMENT





     This Securities Account Control Agreement dated as of [___], 20[___] (as amended, supplemented or
otherwise modified from time to time, this “Agreement”) among
 [___] (the “Debtor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the First Lien
Claimholders (the “First Lien Collateral Agent”), CAPITALSOURCE FINANCE LLC, as collateral agent
for the Second Lien Claimholders (the “Second Lien Collateral Agent” and together with the First
Lien Collateral Agent, the “Collateral Agents”) and
[___], in its capacity as a “securities
intermediary” as
defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). Capitalized
terms used but not defined herein shall have the meaning assigned thereto in the Intercreditor
Agreement, dated [as of the date hereof], among the Debtor, the other Grantors party thereto and
the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time,
the “Intercreditor Agreement”). All references herein to the “UCC” shall mean the Uniform
Commercial Code as in effect in the State of New York.



     Section 1. Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement
dated as of February 28, 2007 among the Debtor, the other grantors party thereto and the First Lien
Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the
“First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated
as of February 28, 2007 among the Debtor, the other grantors party thereto and the Second Lien
Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the
“Second Lien Security Agreement”; and together with the First Lien Security Agreement, the
“Security Agreement”), the Debtor has granted a security interest in all of the Debtor’s rights in
the Securities Account referred to in Section 2 below to each of the First Lien Collateral Agent
and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien
Collateral Agent, the Debtor and the Securities Intermediary are entering into this Agreement to
perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security
interest in such Securities Account. As between the First Lien Collateral Agent and the Second Lien
Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in
such Securities Account and the Second Lien Collateral Agent shall have a second priority security
interest in such Securities Account in accordance with the Intercreditor Agreement. The Securities
Intermediary hereby acknowledges that it has received notice of the security interests of the First
Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Account and hereby
acknowledges and consents to such liens.



     Section 2. Establishment of Securities Account. The Securities Intermediary hereby confirms
and agrees that:



     (a) The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in
the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the
“Securities Account”) and the Securities Intermediary shall not change the name or account number
of the Securities Account without the prior written consent of (i) prior to delivery of a Notice of Termination of the
First Lien Obligations sent by the First Lien Collateral Agent in the form of Exhibit A attached
hereto (“Notice of Termination of First Lien Obligations”), the First Lien Collateral Agent; (ii)
subsequent to deliver of a Notice of Termination of First Lien Obligations sent by the First Lien
Collateral Agent, the Second Lien Collateral Agent; and (iii) prior to delivery pursuant to Section
9(a) of a Notice of Sole Control




EXHIBIT C - 1



 









 






delivered by the First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, in
substantially the form set forth in Exhibit B attached here to (“Notice of Sole Control”), the  Debtor.




     (b) All securities or other property underlying any financial assets credited to the  Securities
Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities
Intermediary or in blank or credited to another securities account
maintained in the name of the
Securities Intermediary and in no case will any financial asset credited to the  Securities Account be
registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to
the Debtor except to the extent the foregoing have been specially indorsed to the Securities
Intermediary or in blank;



     (c) All property delivered to the Securities Intermediary pursuant to the Security Agreement
will be promptly credited to the Securities Account; and



     (d) The Securities Account is a “securities account” within the meaning of Section 8-501 of the
UCC.



     Section 3. “Financial Assets” Election. The Securities Intermediary hereby agrees that each
item of property (including, without limitation, any investment property, financial asset, security,
instrument, general intangible or cash) credited to the Securities Account shall be treated as a
“financial asset” within the meaning of Section 8-102(a)(9) of the UCC.



     Section 4. Control of the Securities Account. (a) If at any time the Securities Intermediary
shall receive any order from the First Lien Collateral Agent directing transfer redemption of any
financial asset credited to the Securities Account, the Securities Intermediary shall comply with
such entitlement order without further consent by the Debtor or any other person. If at any time the
Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent
directing transfer or redemption of any financial asset credited to the Securities Account, the
Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or
any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of
Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Securities
Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent
without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall
comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset
relating to the Securities Account until such time as the Securities Intermediary has received a Notice
of Sole Control delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has
received a Notice of Sole Control delivered under Section 9(a), the Securities Intermediary shall
be entitled to distribute to the Debtor all income on the financial assets in the Securities Account.
If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any
entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent
(either with the written consent of the First Lien Collateral Agent or following the receipt by
Securities Intermediary of a  Notice of Termination of First Lien Obligations sent by the First Lien
Collateral Agent), If  applicable, the Securities Intermediary shall follow the orders issued by the
applicable Collateral Agent.



     (b) Each Collateral Agent agrees that, unless and until an Event of Default (as defmed in the
Intercreditor Agreement) has occurred and is continuing, it will
neither (1)direct or instruct, or
deliver any entitlement order to, the Securities Intermediary in any
respect regarding the Securities Account nor (2) deliver or a Notice of Sole Control.



 









 






EXHIBIT C-2




     Section 5. Subordination of Lien; Waiver of Set-Off. In the event that the Securities
Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security
interest in the Securities Account or any security entitlement credited thereto, the Securities
Intermediary hereby agrees that such security interest shall be subordinate to the security
interest of the Collateral Agent. The financial assets and other items deposited to the Securities
Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of
any person other than the Collateral Agent (except that the Securities Intermediary may set off (i)
all amounts due to the Securities Intermediary in respect of customary fees and expenses for the
routine maintenance and operation of the Securities Account and (ii) the face amount of any checks
which have been credited to such Securities Account but are subsequently returned unpaid because of
uncollected or insufficient funds).



     Section 6. Choice of Law. This Agreement and the Securities Account shall each be governed by
the laws of the State of [New York]. Regardless of any provision in any other agreement, for
purposes of the UCC, [New York] shall be deemed to be the Securities Intermediary’s jurisdiction
(within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the
securities entitlements related thereto) shall be governed by the laws of the State of [New York].



     Section 7. Conflict with Other Agreements.



     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other
agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;



     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall be
binding on any party hereto unless it is in writing and is signed by all of the parties hereto;



     (c) The Securities Intermediary hereby confirms and agrees that:




          (i) There are no other control agreements entered into between the Securities
Intermediary and the Debtor with respect to the Securities Account;




          (ii) It has not entered into, and until the termination of this Agreement, will not
enter into, any agreement with any other person relating to the Securities Account and/or
any financial assets credited thereto pursuant to which it has agreed to comply with
entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person;
and




          (iii) It has not entered into, and until the termination of this Agreement, will not
enter into, any agreement with the Debtor or either Collateral Agent purporting to limit
or condition the obligation of the Securities Intermediary to comply with entitlement
orders as set forth in Section 3 hereof.



     Section 8. Adverse Claims. Except for the claims and interest of the Collateral Agents and of
the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or
interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of
the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including
any writ, garnishment, judgment, warrant of attachment, execution or similar



EXHIBIT C-3





 












 





process) against the Securities Account or in any financial asset carried therein, the
Securities Intermediary will promptly notify the Collateral Agents and the Debtor thereof.



     Section 9. Maintenance of Securities Account. In addition to, and not in lieu of, the
obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof,
the Securities Intermediary agrees to maintain the Securities Account as follows:



     (a) Notice of Sole Control. If at any time the First Lien Collateral Agent or, after
delivery of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral
Agent, the Second Lien Collateral Agent, as the case may be, delivers to the Securities
Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit B hereto, the
Securities Intermediary agrees that after receipt of such notice, it will cease to follow any
instruction with respect to the Securities Account from the Debtor.



     (b) Voting
Rights. Until such time as the Securities Intermediary receives a
notice of Sole
Control pursuant to subsection (a) of this Section 9, the Debtor shall direct the Securities
Intermediary with respect to the voting of any financial assets credited to the Securities Account



     (c) Permitted Investments. Until such time as the Securities Intermediary receives a
Notice of Sole Control signed by the applicable Collateral Agent, the Debtor shall direct the
Securities Intermediary with respect to the selection of investments to be made for the Securities
Account; provided, however, that the Securities Intermediary shall not honor any instruction to
purchase any investments other than investments of a type described on Exhibit C hereto.



     (d) Statements and Confirmations. The Securities Intermediary will promptly send copies of all
statements, confirmations and other correspondence concerning the Securities Account and/or any
financial assets credited thereto simultaneously to each of the Debtor and each Collateral Agent at
the address for each set forth in Section 12 of this Agreement.



     (e) Tax
Reporting. All items of income, gain, expense and loss recognized
in the Securities
Account shall be reported to the Internal Revenue Service and all state and local taxing
authorities under the name and taxpayer identification number of the Debtor.



     Section 10. Representations, Warranties and Covenants of the Securities Intermediary.
The Securities Intermediary hereby makes the following representations, warranties and covenants:



     (a) The Securities Account has been established as set forth in Section 1 above and such
Securities Account will be maintained in the manner set forth herein until termination of this
Agreement; and



     (b) This Agreement is the valid and legally binding obligation of the Securities Intermediary.



     Section 11. Indemnification of Securities Intermediary. The Debtor and each Collateral Agent
hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the
Debtor and such Collateral Agent arising from the terms of this Agreement and the compliance of the
Securities Intermediary with the terms hereof, except to the extent that such liabilities arise
from the Securities Intermediary’s negligence and (b) the Debtor, its successors and assigns shall
at all times indemnify and save harmless the Securities Intermediary from and against any and all
claims, actions and suits of others arising out of the terms of this Agreement



EXHIBIT C-4









 




or the compliance of the Securities Intermediary with the terms hereof, except to the extent that
such arises from the Securities Intermediary’s negligence, and from and
against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses
of every nature and character arising by reason of the same, until the termination of this
Agreement.




     Section 12. Successors; Assignment. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation of law. Each
Collateral Agent may assign its rights hereunder only with the express written consent of the
Securities Intermediary and by sending written notice of such assignment to the Debtor.



     Section 13. Notices. Any notice, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and electronic confirmation
of error free receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



	 	 	 
	     Debtor:

	 	c/o Rhône Capital LLC
	 

	 	5 Prince Gate
	 

	 	3rd Floor
	 

	 	Knightsbridge
	 

	 	London SW7 1QJ
	 

	 	Attention: Gianpiero Lenza
	 

	 	Facsimile: +44 207 761 1111
	 
	 	 
	 

	 	in each case, with a copy to:
	 
	 	 
	 

	 	Rhône Capital LLC
	 

	 	630 Fifth Avenue
	 

	 	27th Floor
	 

	 	New York,
	 

	 	NY 10111
	 

	 	Attention: Andrew Oliver
	 

	 	Facsimile: (212) 218-6789
	 
	 	 
	 

	 	Arizona Chemical Company
	 

	 	Building 100
	 

	 	4600 Touchton Road E., Suite 1500
	 

	 	Jacksonville, FL 32246
	 

	 	Attention: Charles E. Nelson/Glenda Haynes
	 

	 	Facsimile: (904) 928-8771
	 
	 	 
	First Lien Collateral Agent:

	 	Goldman Sachs Credit Partners L.P.
	 

	 	1 New York Plaza
	 

	 	New York, NY 10004
	 

	 	Attention: Elizabeth Fischer and Rob Schatzman
	 

	 	Telecopier: (212) 902-3000
	 
	 	 
	Second Lien Collateral Agent

	 	CapitalSource Finance LLC
	 

	 	4445 Willard Avenue, 12th Floor






EXHIBIT C-5









 






	 	 	 
	 

	 	Chevy Chase, MD 20815
	 

	 	Attention: Special Investments Group, Portfolio
	 

	 	Manager
	 

	 	Telephone: 301-841-2700
	 

	 	Fax: 301-841-2340






	 	 	 	 	 
	 

	 	Securities Intermediary:  
	 	[Name and Address of Securities Intermediary]
	 

	 	 	 	Attention: [                    ]
	 

	 	 	 	Telecopier: [                    ]






     Any party may change its address for notices in the manner set forth above.



     Section 14. Termination. The obligations of the Securities Intermediary to the Collateral
Agents pursuant to this Agreement shall continue in effect until the security interest of both
Collateral Agents in the Securities Account has been terminated pursuant to the terms of the
Security Agreement and the Collateral Agents have notified the Securities Intermediary of such
termination in writing. The Collateral Agents agree to provide Notice of Termination in
substantially the form of Exhibit D hereto to the Securities Intermediary upon the request of the
Debtor on or after the termination of both Collateral Agents’ security interest in the Securities
Account pursuant to the terms of the Security Agreement, such Notice of Termination to be delivered
by the Second Lien Collateral Agent only after such notice has been delivered by the First Lien
Collateral Agent. The termination of this Agreement shall not terminate the Securities Account or
alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement
with respect to the Securities Account.



     Section 15. Counterparts. This Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may execute this Agreement
by signing and delivering one or more counterparts.



     Section 16. Relationship Between Parties. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant
to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the
Intercreditor Agreement shall govern and control.



EXHIBIT C-6









 





     IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement
to be executed as of the date first above written by their respective officers thereunto duly
authorized.



	 	 	 	 	 
	 	[DEBTOR], 

as Debtor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GOLDMAN SACHS CREDIT PARTNERS
L.P.,

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	CAPITALSOURCE FINANCE LLC,

as Second Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF SECURITIES
INTERMEDIARY],

as Securities Intermediary

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT C-7









 






	 	 	 	 	 



EXHIBIT A

TO SECURITIES ACCOUNT CONTROL AGREEMENT




NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS



[Securities Intermediary]



Re: Securities Account Control Agreement dated as of                     , 200___ (as amended, restated,
supplemented or otherwise modified from time to time, the “Control Agreement”) by and among [NAME
OF DEBTOR] (the “Company”), GOLDMAN SACHS CREDIT PARTNERS L.P., as First Lien Collateral Agent (in
such capacity, the “First Lien Collateral Agent”), CAPITALSOURCE FINANCE LLC, as Second Lien
Collateral Agent (in such capacity, the “Second Lien Collateral Agent”) and [NAME OF FINANCIAL
INSTITUTION] re securities account number                      and all financial assets credited thereto (the
“Account”).



Ladies and Gentlemen:





     You are hereby notified that there has been a Discharge of First Lien Obligations. You are
hereby instructed that upon receipt of a Notice of Sole Control under Section 9(a) of the Control
Agreement therefrom, you may comply with entitlement orders originated by the Second Lien
Collateral Agent directing transfer or redemption of any financial asset relating to the Account
without our consent, the consent of the Company or the consent of any other person.



     Capitalized terms used but not defined herein shall have the meanings set forth in the Control
Agreement.



	 	 	 	 	 
	 	Sincerely,





GOLDMAN SACHS CREDIT PARTNERS L.P.,

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	cc:	 	CapitalSource






			
		 	[Debtor]






EXHIBIT C-A-1








 





EXHIBIT B




TO SECURITIES ACCOUNT CONTROL AGREEMENT




[Letterhead of applicable Collateral Agent]



[Date]



[Name and Address of Securities Intermediary]

Attention:[                                        ]




Re: Notice of Sole Control



Ladies and Gentlemen:




     As referenced in the Securities Account Control Agreement dated as of [                    ], 20[              ] among [Name
of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give
you notice of our sole control over securities account number
[                    ] (the “Securities Account”) and all financial assets credited thereto. You are hereby
instructed not to accept any direction, instructions or entitlement orders with respect to the
Securities Account or the financial assets credited thereto from any person other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 
	 	Very truly yours,





GOLDMAN SACHS CREDIT PARTNERS L.P.,

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	CAPITALSOURCE FINANCE LLC,

as Second Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: [Name of Debtor]




EXHIBIT C-B-1









 







EXHIBIT C




TO SECURITIES ACCOUNT CONTROL AGREEMENT




Permitted Investments



Cash Equivalents (as defined in the Credit Agreement)



[Other Investments permitted pursuant to the Credit Agreement]




EXHIBIT C-C-1




 









 








EXHIBIT D




TO SECURITIES ACCOUNT CONTROL AGREEMENT




[Letterhead of applicable Collateral Agent]



[Date]



[Name and Address of Securities Intermediary]

Attention:[                                         ]




Re: Termination of Securities Account Control Agreement




     You are hereby notified that the Securities Account Control Agreement dated as of
[                    ], 20[           ] among you, [Name of Debtor] (the “Debtor”) and the undersigned (a copy of which
is attached) is terminated and you have no further obligations to the undersigned pursuant to such
Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept
all future directions with respect to account number(s) [                                        ] from the Debtor. This notice terminates
any obligations you may have to the undersigned with respect to such account, however nothing
contained in this notice shall alter any obligations which you may otherwise owe to the Debtor
pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 
	 	Very truly yours,





[GOLDMAN SACHS CREDIT PARTNERS L.P.,

as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory] 	 
	 	 	 	 
	 
	 	[CAPITALSOURCE FINANCE LLC,

as Second Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:] 	 	 
	 



EXHIBIT C-C-1



 









 







EXHIBIT D




TO PLEDGE AND SECURITY AGREEMENT




DEPOSIT ACCOUNT CONTROL AGREEMENT




     This Deposit Account Control Agreement dated as of [                    ], 20[                    ] (as amended, supplemented or
otherwise modified from time to time, this “Agreement”) among
[                    ] (the “Debtor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the First Lien
Claimholders (the “First Lien Collateral Agent”), CAPITALSOURCE FINANCE LLC, as agent for the Second Lien
Claimholders (the “Second Lien Collateral Agent” and together the First Lien Collateral Agent, the
“Collateral Agents”) and
[                    ], in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the
“Financial Institution”). Capitalized terms used but not defined herein shall have the meaning
assigned thereto in the Intercreditor Agreement, dated [as of the date hereof], between the Debtor,
the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or
otherwise modified from time to time, the “Intercreditor Agreement”). All references herein to the
“UCC” shall mean the Uniform Commercial Code as in effect in the State of [New York].



     Section 1. Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement
dated as of February 28, 2007, among the Debtor, the other grantors party thereto and the First
Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time,
the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement
dated as of February 28, 2007, among the Debtor, the other grantors party thereto and the Second
Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time,
the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the
“Security Agreement”), the Debtor has granted a security interest in all of the Debtor’s rights in
the Deposit Account referred to in Section 2 below to each of the First Lien Collateral Agent and
the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien
Collateral Agent, the Debtor and the Financial Institution are entering into this Agreement to
perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security
interest in such Deposit Account. As between the First Lien Collateral Agent and the Second Lien
Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in
such Deposit Account and the Second Lien Collateral Agent shall have a second priority security
interest in such Deposit Account in accordance with the Intercreditor Agreement. The Financial
Institution hereby acknowledges that it has received notice of the security interests of the First
Lien Collateral Agent and the Second Lien Collateral Agent in such Deposit Account and hereby
acknowledges and consents to such liens.



     Section 2. Establishment of Deposit Account. The Financial Institution hereby confirms and
agrees that:



     (a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the
name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit
Account”) and the Financial Institution shall not change the name or account number of the Deposit
Account without
the prior written consent of (i) prior to delivery of a Notice of Termination of First Lien
Obligations sent by the First Lien Collateral Agent in the form of Exhibit A attached hereto
(“Notice of Termination of First Lien Obligations”), the First Lien Collateral Agent, (ii)
subsequent to delivery of a Notice of Termination of First Lien Obligations sent by the First Lien
Collateral Agent, the Second Lien Collateral Agent, and (iii) prior to delivery pursuant to Section
8(a) of a Notice of Sole Control



EXHIBIT D- 1




 









 







delivered by the First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, in
substantially the form set forth in Exhibit B hereto (“Notice of Sole Control”), the Debtor; and




     (b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of
the UCC.



     Section 3. Control of the Deposit Account. (a) If at any time the Financial Institution shall
receive any instructions originated by the First Lien Collateral Agent directing the disposition of
funds in the Deposit Account, the Financial Institution shall comply with such instructions without
further consent by the Debtor or any other person. If at any time the Financial Institution shall
receive any instructions originated by the Second Lien Collateral Agent directing the disposition
of funds in the Deposit Account, the Financial Institution shall comply with such instructions
without further consent by the Debtor or any other person; provided that, prior to receipt by the
Financial Institution of a Notice of Termination of First Lien Obligations sent by the First Lien
Collateral Agent, the Financial Institution shall not comply with instructions originated by the
Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The
Financial Institution hereby acknowledges that it has received notice of the security interest of
the Collateral Agents in the Deposit Account and hereby acknowledges and consents to such lien and
shall comply with instructions from the Debtor directing the disposition of funds in the Deposit
Account until such time as the Financial Institution has received a Notice of Sole Control
delivered pursuant to Section 8(a). If the Debtor is otherwise entitled to issue instructions and
such instructions conflict with any instructions issued the First Lien Collateral Agent or the
Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or
following the receipt by the Financial Institution of a Notice of Termination of First Lien
Obligations sent by the First Lien Collateral Agent), if applicable, the Financial Institution
shall follow the instructions issued by the applicable Collateral Agent.



     (b Each Collateral Agent agrees that, unless and until an Event of Default (as defined in
the Intercreditor Agreement) has occurred and is continuing, it will neither (1) direct or instruct
the Financial Institution in any respect regarding the Deposit Account nor (2) deliver a Notice of
Sole Control.



     Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Financial
Institution has or subsequently obtains by agreement, by operation of law or otherwise a security
interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby
agrees that such security interest shall be subordinate to the security interest of the Collateral
Agent. Money and other items credited to the Deposit Account will not be subject to deduction,
set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent
(except that the Financial Institution may
set off (i) all amounts due to the Financial Institution in respect of customary fees and
expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount
of any checks which have been credited to such Deposit Account but are subsequently returned unpaid
because of uncollected or insufficient funds).



     Section 5. Choice of Law. This Agreement and the Deposit Account shall each be governed by the
laws of the State of [New York]. Regardless of any provision in any other agreement, for purposes
of the UCC, [New York] shall be deemed to be the Financial Institution’s jurisdiction (within the
meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the
State of [New York].



EXHIBIT D-2




 









 








     Section 6. Conflict with Other Agreements.



     (a) Subject to Section 15, in the event of any conflict between this Agreement (or any
portion thereof) and any other agreement now existing or hereafter entered into, the terms of this
Agreement shall prevail;



     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall
be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;
and



     (c) The Financial Institution hereby confirms and agrees that:




     (i) There are no other agreements entered into between the Financial Institution
and the Debtor with respect to the Deposit Account [other than                    ]; and




     (ii) It has not entered into, and until the termination of this
Agreement, will not enter into, any agreement with any other person relating the
Deposit Account and/or any funds credited thereto pursuant to which it has agreed
to comply with instructions originated by such persons as contemplated by Section
9-104 of the UCC.



     Section 7. Adverse Claims. The Financial Institution does not know of any liens, claims
or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against the Deposit Account, the Financial Institution will promptly notify the
Collateral Agent and the Debtor thereof.



     Section 8. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation
of the Financial Institution to honor instructions as set forth in Section 2 hereof, the Financial
Institution agrees to maintain the Deposit Account as follows:



     (a) Notice of Sole Control. If at any time the First Lien Collateral Agent, or after
delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent,
the Second Lien Collateral Agent, as the case may be, delivers to the Financial Institution a
Notice of Sole Control in substantially the form set forth in Exhibit B hereto, the Financial
Institution agrees that after receipt of such notice, it will cease to follow any instruction with
respect to the Deposit Account from the Debtor.



     (b) Statements and Confirmations. The Financial Institution will promptly send copies of
all statements, confirmations and other correspondence concerning the Deposit Account
simultaneously to each of the Debtor and each Collateral Agent at the address for each set forth in
Section 11 of this Agreement; and



     (c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to
the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer
identification number of the Debtor.



     Section 9. Representations, Warranties and Covenants of the Financial Institution.
The Financial Institution hereby makes the following representations, warranties and covenants:



EXHIBIT D-3





 











 





     (a) The Deposit Account has been established as set forth in Section 1 and such Deposit
Account will be maintained in the manner set forth herein until termination of this Agreement; and



     (b) This Agreement is the valid and legally binding obligation of the Financial Institution.



     Section 10. Indemnification of Financial Institution. The Debtor and each Collateral Agent
hereby agree that (a) the Financial Institution is released from
any and all liabilities to the Debtor
and such Collateral Agent arising from the terms of this Agreement
and the compliance of the Financial
Institution with the terms hereof, except to the extent that such
liabilities arise from the Financial
Institution’s negligence and (b) the Debtor, its successors
and assigns shall at all times indemnify
and save harmless the Financial Institution from and against any and
all claims, actions and suits of
others arising out of the terms of this Agreement or the compliance of the Financial Institution
with the terms hereof, except to the extent that such arises from the Financial Institution’s
negligence, and from and against any and all liabilities, losses,
damages, costs, charges, counsel fees
and other expenses of every nature and character arising by reason of the same, until the
termination of this Agreement.



     Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation of law. Each
Collateral Agent may assign its rights hereunder only with the express written consent of the Financial
Institution and by sending written notice of such assignment to the Debtor.



     Section 12. Notices. Any notice, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and electronic confirmation
of error free receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



	 	 	 	 	 
	 

	 	Debtor:
	 	c/o Rhône Capital LLC
	 

	 	 	 	5 Prince Gate
	 

	 	 	 	3rd Floor
	 

	 	 	 	Knightsbridge
	 

	 	 	 	London SW7 1QJ
	 

	 	 	 	Attention: Gianpiero Lenza
	 

	 	 	 	Facsimile: +44 207 761 1111
	 
	 	 	 	 
	 

	 	 	 	in each case, with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Rhône Capital LLC
	 

	 	 	 	630 Fifth Avenue 
	 

	 	 	 	27th Floor 
	 

	 	 	 	New York, NY 10111
	 

	 	 	 	Attention: Andrew Oliver
	 

	 	 	 	Facsimile: (212)218-6789
	 
	 	 	 	 
	 

	 	 	 	Arizona Chemical Company

Building 100






EXHIBIT D-4




 









 








	 	 	 	 	 
	 

	 	 	 	4600 Touchton Road E., Suite 1500


Jacksonville, FL 32246
	 

	 	 	 	Attention: Charles E. Nelson/Glenda Haynes
	 

	 	 	 	Facsimile: (904) 928-8771
	 

	 	First Lien Collateral Agent:
	 	Goldman Sachs Credit Partners L.P.
	 

	 	 	 	1 New York Plaza
	 

	 	 	 	New York, NY 10004
	 

	 	 	 	Attention: Elizabeth Fischer and Rob Schatzman
	 

	 	 	 	Telecopier: (212) 902-3000
	 
	 	 	 	 
	 

	 	Second Lien Collateral Agent
	 	CapitalSource Finance LLC
	 

	 	 	 	4445 Willard Avenue, 12th Floor
	 

	 	 	 	Chevy Chase, MD 20815
	 

	 	 	 	Attention: Special Investments Group, Portfolio
	 

	 	 	 	Manager
	 

	 	 	 	Telephone: 301-841-2700
	 

	 	 	 	Fax: 301-841-2340
	 
	 	 	 	 
	 

	 	Financial Institution:
	 	[Name and Address of Financial Institution]
	 

	 	 	 	Attention: [                                        ]
	 

	 	 	 	Telecopier: [                                        ]






     Any party may change its address for notices in the manner set forth above.



     Section 13. Termination. The obligations of the Financial Institution to the Collateral Agents
pursuant to this Agreement shall continue in effect until the
security interest of the Collateral
Agents in the Deposit Account has been terminated pursuant to the terms of Security Agreement and
the Collateral Agents have notified the Financial Institution of such termination in writing. Each
Collateral Agent agrees to provide Notice of Termination insubstantially the form of Exhibit A hereto
to the Financial Institution upon
the request of the Debtor on or after the termination of both Collateral Agents’ security interest
in the Deposit Account pursuant to the terms of the Security
Agreement, such notice to be delivered by the
Second Lien Collateral Agent only after such delivery by the First
Lien Collateral Agent. The
termination of this Agreement shall not terminate the Deposit Account
or alter the obligations of the
Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit
Account.



     Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party
hereto may execute this Agreement by
signing and delivering one or more counterparts.



     Section 15. Relationship Between Parties. Notwithstanding anything herein to the contrary, the
lien and security interest granted to the Second Lien Collateral
Agent pursuant to this Agreement and
the exercise of any right or remedy by the Second Lien Collateral
Agent hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and
control.



EXHIBIT D-5




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control
Agreement to be executed as of the date first above written by their respective officers
thereunto duly authorized.



	 	 	 	 	 
	 	[DEBTOR],

as Debtor


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	CAPITALSOURCE FINANCE LLC, 

as Second Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT D-6




 









 








	 	 	 	 	 
	 	[NAME OF FINANCIAL INSTITUTION], 

as Financial Institution


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT D-7






 









 








EXHIBIT A

TO DEPOSIT ACCOUNT CONTROL AGREEMENT




NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS



[Financial Institution]





	Re:	 	 	Deposit Account Control Agreement dated as of [                    ], 200___(as amended, restated,
supplemented or otherwise modified from time to time, the “Control Agreement”) by and among
[NAME OF DEBTOR] (the “Company”), GOLDMAN SACHS CREDIT PARTNERS L.P., as First Lien
Collateral Agent (in such capacity, the “First Lien Collateral Agent”), CAPITALSOURCE
FINANCE LLC, as Second Lien Collateral Agent (in such capacity, the “Second Lien Collateral
Agent”) and [NAME OF FINANCIAL INSTITUTION]
re deposit account number in the name of (the
“Account”).




Ladies and Gentlemen:




     You are hereby notified that there has been a Discharge of First Lien Obligations. You are
hereby instructed that upon receipt of a Notice of Sole Control under Section 8(a) of the Control
Agreement therefrom, you may comply with instructions issued by the
Second Lien Collateral Agent
directing disposition of funds in the Account without our consent,
the consent of the Company or the
consent of any other person.



     Capitalized
terms used but not defined herein shall have the meanings set forth
in the Control
Agreement.



	 	 	 	 	 
	 	Sincerely,




GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Authorized Signatory  	 
	 	 	 	 
	 


cc: CapitalSource 

      [COMPANY]




EXHIBIT D-A- 1




 









 








EXHIBIT B

TO DEPOSIT ACCOUNT CONTROL AGREEMENT




[Letterhead of applicable Collateral Agent]




[Date]




[Name and Address of Financial Institution]

Attention: [                                                            ]




Re: Notice of Sole Control



Ladies and Gentlemen:





     As referenced in the Deposit Account Control Agreement dated as of o, 20[___] among [Name of
Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you
notice of our sole control over deposit account number
o (the “Deposit
Account”) and all
financial assets credited thereto. You are hereby instructed not to accept any direction,
instructions or entitlement orders with respect to the Deposit Account or the financial assets
credited thereto from any person other than the undersigned, unless otherwise ordered by a court of
competent jurisdiction.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 
	 	Very truly yours,





[GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Authorized Signatory] 	 
	 	 	 	 
	 
	 	[CAPITALSOURCE FINANCE LLC 

as Second Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	] 	 
	 


cc: [Name of Debtor]




EXHIBIT D-B- 1






 









 








EXHIBIT C 
TO DEPOSIT ACCOUNT CONTROL AGREEMENT




[Letterhead of applicable Collateral Agent]




[Date]




[Name and Address of Financial Institution]

Attention: [                                                            ]




Re: Termination of Deposit Account Control Agreement





     You are hereby notified that the Deposit Account Control Agreement dated as of
[                                        ],
20[___] among [Name of Debtor] (the
“Debtor”), you and the undersigned (a copy of which is
attached) is terminated and you have no further obligations to the undersigned pursuant to such
Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept
all future directions with respect to account number(s) [                                                            ] from the Debtor. This notice terminates
any obligations you may have to the undersigned with respect to such account, however nothing
contained in this notice shall alter any obligations which you may otherwise owe to the Debtor
pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 
	 	Very truly yours,





[GOLDMAN SACHS CREDIT PARTNERS L.P., 

as First Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Authorized Signatory] 	 
	 	 	 	 
	 
	 	[CAPITALSOURCE FINANCE LLC, 

as Second Lien Collateral Agent


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	] 	 
	 



EXHIBIT D-C-1