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EXHIBIT 4.4




PLEDGE AND SECURITY AGREEMENT




     This PLEDGE AND SECURITY AGREEMENT (as amended and supplemented, this “Agreement”),
dated as of August 18, 2009, by and among the Grantors listed on the signature pages hereof and
those additional entities that hereafter become parties hereto by executing the form of Supplement
attached hereto as Exhibit A (collectively, jointly and severally, the “Grantors”
and each, individually, a “Grantor”), and Wilmington Trust FSB, solely in its capacity as
collateral agent, for the benefit of itself and the other Second Priority Obligees (together with
its successors and assigns in such capacity, the “Collateral Agent”).



W I T N E S S E T H:




     WHEREAS, CPM Holdings, Inc., a Delaware corporation (the “Company”), has issued and
sold its 10 5/8% Senior Secured Notes due 2014 in the aggregate principal amount of $200,000,000
(the “Initial Notes” and, together with all notes given in replacement or exchange
therefor, the “Notes”) to the initial purchasers as set forth in the Purchase Agreement,
dated as of August 11, 2009, by and among the Company, each of the other Grantors and Jefferies &
Company, Inc., as representative of the initial purchasers named therein (the “Purchase
Agreement”);



     WHEREAS, the Company, the other Grantors and Wilmington Trust FSB, as trustee (the
“Trustee”) and Collateral Agent, have entered into that certain Indenture, dated as of
August 18, 2009 (as the same may from time to time be amended, modified, supplemented or restated,
the “Indenture”), in connection with the Notes;



     WHEREAS, the Collateral Agent has agreed to act as agent for the benefit of the Holders in
connection with the transactions contemplated by this Agreement and the other Transaction Documents
(as defined below) to which the Collateral Agent is a party;



     WHEREAS, the Guarantors have agreed to Guarantee all of the Obligations of the Company under
the Indenture and the Notes;



     WHEREAS, in order to induce the initial purchasers of the Notes to purchase the Initial Notes,
the Grantors have agreed to grant a continuing Security Interest (as defined below) in and to the
Collateral (as defined below) in order to secure the prompt and complete payment, observance and
performance of, among other things, their respective Obligations under the Transaction Documents;
and



     WHEREAS, each Grantor has determined that the execution, delivery and performance of this
Agreement directly benefits, and is in the best interest of, such Grantor.



     NOW, THEREFORE, for and in consideration of the recitals made above and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:



 









 





     1. Definitions.



          (a) Except as provided in this Agreement, all capitalized terms used but not defined herein
(including in the preamble and recitals hereof) shall have the meanings set forth in the Indenture.
Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set
forth in the UCC unless otherwise defined herein or in the Indenture; provided,
however, that for all such terms used herein that are defined by the UCC if such term is
defined differently in different Articles of the UCC, the definition of such term contained in
Article 9 of the UCC shall govern.




          (b) In addition to those terms defined elsewhere in this Agreement, as used in this Agreement,
the following terms shall have the respective meanings set forth below:




          “Books” means books and records (including each Grantor’s Records indicating,
summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each
Grantor’s Records relating to such Grantor’s business operations or financial condition, and each
Grantor’s goods or General Intangibles related to such information).




          “Collateral” has the meaning ascribed thereto in Section 2.




          “Contaminant” means any pollutant, contaminant (as those terms are defined in 42
U.S.C. § 9601(33)), toxic pollutant (as that term is defined in 33 U.S.C. § 1362(13)), hazardous
substance (as that term is defined in 42 U.S.C. § 9601(14)), hazardous chemical (as that term is
defined in 29 CFR § 1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C. § 6903(5))
(including, without limitation, radioactive material, polychlorinated biphenyls, asbestos,
petroleum, crude oil or any petroleum-derived substance, waste, or breakdown or decomposition
product thereof).




          “Control Agreement” means a control agreement, in form and substance reasonably
satisfactory to the First Priority Agent and otherwise the Collateral Agent, executed and delivered
by a Grantor, the First Priority Agent if there are First Priority Claims outstanding and otherwise
the Collateral Agent, and the applicable securities intermediary (with respect to a Securities
Account) or bank (with respect to a Deposit Account).




          “Copyright Licenses” means all licenses, contracts or other agreements, whether
written or oral, naming one or more Grantors as licensee or licensor and providing for the grant of
any right to use or sell any works covered by any Copyright (including, without limitation, all
Copyright Licenses set forth in Schedule I hereto), but, in each case, excluding any
Copyright Licenses that are granted as an ancillary and non-material part of services, supply or
manufacturing agreements or other collaborations with a third person principally in order to
facilitate the main purpose of such arrangements or collaborations.




          “Copyright Security Agreement” means each Copyright Security Agreement among one or
more Grantors and the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, in substantially the form of Exhibit B attached hereto, pursuant to which
Grantors have granted to the Collateral Agent, for the benefit of itself and the Second Priority
Obligees, a Security Interest in all of their respective Copyrights.







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          “Copyrights” means all domestic and foreign copyrights, whether registered or
unregistered, including, without limitation, all copyright rights (whether now or hereafter
arising) in any and all media (whether now or hereafter developed), in and to all original works of
authorship fixed in any tangible medium of expression (including computer software and internet
website content) now owned or hereafter owned, acquired or used by a Grantor (including, without
limitation, all copyrights described in Schedule I hereto), all applications, registrations
and recordings thereof (including, without limitation, applications, registrations and recordings
in the United States Copyright Office or in any similar office or agency of the United States or
any other country or any political subdivision thereof), all reissues, divisions, continuations,
continuations in part and extensions or renewals thereof, the right to recover for all past,
present and future infringements thereof, and all other rights of any kind whatsoever accruing
thereunder or pertaining thereto.




          “Environmental Contamination” means the presence of any Contaminant.




          “Environmental Laws” means any applicable federal, state, provincial, foreign or local
statute, law, rule, regulation, ordinance, code or rule of common law now or hereafter in effect
and in each case as amended, or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment, in each case, to the extent
binding on any Grantor, imposing liability for or relating to the pollution protection of the
environment, including, without limitation, (i) any actual or potential release of any Contaminant
into the environment and any required notification of any Governmental Authority regarding such
actual or potential release, (ii) preventive or remedial measures in connection with any event or
occurrence referred to in clause (i) of this definition above, and (iii) the manufacturing,
processing, use, handling, packaging, labeling, sale, storage, recycling, disposal, destruction,
incineration, or transportation of any Contaminant.




          “Equity Interests” means shares of Capital Stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
acquire any such equity interest (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).




          “General Intangibles” means general intangibles as well as payment intangibles,
contract rights, rights to payment, rights arising under common law, statutes, or regulations,
choses or things in action, goodwill (including the goodwill associated with any Trademark, Patent,
or Copyright), Patents, Trademarks, Copyrights, URLs and domain names, industrial designs, other
industrial or Intellectual Property or rights therein or applications therefor, whether under
license or otherwise, rights in programs, programming materials, blueprints, drawings, purchase
orders, customer lists, monies due or recoverable from pension funds, route lists, rights to
payment and other rights under any royalty or licensing agreements, including Intellectual Property
Licenses, infringement claims, rights in computer programs, information contained on computer disks
or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund
claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership
or limited liability company which do not constitute a security under Article 8 of the UCC, and any
other personal property other than Commercial Tort Claims,






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money, Accounts, Chattel Paper, Deposit Accounts, Goods, Investment Property, Pledged
Collateral and Negotiable Collateral.




          “Governmental Authority” means any federal, state, local or other governmental or
administrative body, instrumentality, board, department or agency or any court, tribunal,
administrative hearing body, arbitration panel, commission, or other similar dispute resolving
panel or body.




          “Guarantors” means each of the Company’s existing and future Domestic Subsidiaries
(other than Immaterial Subsidiaries) who have fully and unconditionally guaranteed to each Holder
and the Trustee, on a senior secured basis, the payment and performance of the Company’s
Obligations under the Indenture and the Notes. 




          “Holder” means any Person in whose name a Note is registered on the books of the
Registrar under the Indenture.




          “Insolvency Proceeding” means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Law, assignments for the benefit or creditors, formal or informal
moratoria, compositions, extensions generally with creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.




          “Intellectual Property Licenses” means any Patent License, Trademark License or
Copyright License.




          “Intellectual Property” means any and all Intellectual Property Licenses, Patents,
Copyrights, Trademarks and Other Intellectual Property.




          “Intercreditor Agreement” means the Intercreditor Agreement among the Company, the
other Grantors, the First Priority Agent and the Collateral Agent, substantially in the form
attached hereto as Exhibit C, which may be entered into on or after the date of this
Agreement in accordance with Section 10.01(j) of the Indenture.




          “Negotiable Collateral” means letters of credit, letter of credit rights, instruments,
promissory notes, drafts and Documents and, in any event, including payment intangibles, contract
rights, rights to payment, rights arising under common law, statutes, or regulations, choses or
things in action, goodwill (including the goodwill associated with any Trademark, Patent, or
Copyright), Patents, Trademarks, Copyrights, URLs and domain names, industrial designs, other
industrial or Intellectual Property or rights therein or applications therefor, whether under
license or otherwise, programs, programming materials, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists, rights to payment and
other rights under any royalty or licensing agreements, including Intellectual Property Licenses,
infringement claims, computer programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium
rebates, tax refunds, and tax refund claims, uncertificated securities, and any other personal
property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts,
Goods, Investment Property, Pledged Collateral and Negotiable Collateral.







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          “Other Intellectual Property” means all trade secrets, ideas, inventions and
improvements, concepts, methods, techniques, processes, proprietary information, technology,
know-how, formulae, design detail, drawings, all Software, computer software (including object and
Source Code, data and related documentation), rights of publicity and privacy and other general
intangibles of like nature, now or hereafter acquired, owned, developed or used by a Grantor
(including, without limitation, all Other Intellectual Property set forth in Schedule I).




          “Patent Licenses” means all licenses, contracts or other agreements, whether written
or oral, naming one or more Grantors as licensee or licensor and providing for the grant of any
right to manufacture, use or sell any invention covered by any Patent (including, without
limitation, all Patent Licenses set forth in Schedule I), but in each case, excluding any
Patent Licenses that are granted as an ancillary and non-material part of services, supply or
manufacturing agreements or other collaborations with a third person principally in order to
facilitate the main purpose of such arrangements or collaborations.




          “Patent Security Agreement” means each Patent Security Agreement among one or more
Grantors and the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, in substantially the form attached hereto as Exhibit D, pursuant to which the
Grantors have granted to the Collateral Agent, for the benefit of itself and the ratable benefit of
the Holders, a Security Interest in all of their respective Patents.




          “Patents” means letters patent of the United States or the equivalent thereof in any
other country and all registrations and applications therefor, including the patents and patent
applications listed on Schedule I attached hereto and made a part hereof, and (i) all
reissues, continuations, continuations-in-part, substitutes, extensions or renewals thereof and
improvements thereon, (ii) the inventions disclosed or claimed therein, (iii) the right to sue for
past, present and future infringements and dilutions thereof and (iv) all of each Grantor’s rights
corresponding thereto throughout the world.




          “Pledged Collateral Addendum” means a Pledged Collateral Addendum substantially in the
form attached hereto as Exhibit E.




          “Pledged Collateral” means collectively, (a) the Pledged Debt, (b) the Pledged Shares,
(c) any other Collateral required to be pledged by a Grantor pursuant to the terms of a Transaction
Document and (d) all security entitlements in any and all of the foregoing.




          “Pledged Debt” means the Indebtedness described in Schedule II attached hereto
and all other Indebtedness from time to time required to be pledged by a Grantor to the Collateral
Agent pursuant to the terms of a Transaction Document, and all interest, cash, Instruments,
Investment Property, financial assets, securities, Capital Stock, other Equity Interests, stock
options and commodity contracts, notes, debentures, bonds, promissory notes or other evidences of
Indebtedness and all other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such Indebtedness; provided, that Pledged Debt shall
not include (a) any promissory note specified on Schedule V or (b) any promissory note or
other instrument in respect of any Indebtedness not in excess of $25,000.




          “Pledged Issuer” means any issuer of Pledged Collateral.







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          “Pledged Shares” means (a) the shares of Capital Stock and other Equity Interests
described in Schedule II hereto and (b) Capital Stock and other Equity Interests from time
to time required to be pledged by a Grantor to the Collateral Agent pursuant to the terms of a
Transaction Document, whether or not evidenced or represented by any stock certificate,
certificated security or other Instrument and (c) the certificates representing such shares of
Capital Stock or other Equity Interests, in respect thereof and all dividends, distributions, cash,
Instruments, Investment Property, financial assets, securities, Capital Stock, other Equity
Interests, stock options and commodity contracts, notes, debentures, bonds, promissory notes or
other evidences of Indebtedness and all other property (including, but not limited to, any stock
dividend and any distribution in connection with a stock split) from time to time received,
receivable or otherwise distributed in respect of or in exchange for, or constituting proceeds of,
any or all of such Capital Stock or other Equity Interests; provided, however, that the Pledged
Shares shall not include more than 65% of the issued and outstanding Voting Stock of any Foreign
Subsidiary of any Grantor.




          “Real Property” means any estates or interests in real property now owned or hereafter
acquired by any Grantor and the improvements thereto.




          “Records” means information that is inscribed on a tangible medium or which is stored
in an electronic or other medium and is retrievable in perceivable form.




          “Secured Obligations” means each and all of the following: (a) with respect to the
Company, all of its present and future Obligations under each and every Note at any time
outstanding pursuant to the Indenture, including all principal thereof, premium, if any, and
interest and Special Interest thereon, together with all of its present and future Obligations
under the Indenture and the other Transaction Documents, (b) with respect to each Guarantor, all of
its present and future obligations under its Note Guarantee, the Indenture and the other
Transaction Documents, (c) with respect to each Grantor, all its present and future Obligations
arising from this Agreement, the Indenture or the other Transaction Documents, including, with
respect to each of clauses (a), (b) and (c), reasonable attorneys fees and expenses and any
interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of
whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding.




          “Security Interest” has the meaning ascribed thereto in Section 2.




          “Source Code” means a complete copy of the annotated source code for each version or
versions of each item of computer software programs or other technology of the Grantor, in
machine-readable form on machine-readable storage medium suitable for long-term storage and
compatible with commonly-available computer systems then in use by the Grantor’s licensees of the
computer software programs and which, when compiled, will produce the object code version of said
software, including without limitation all encryption code, system documentation and flowcharts,
algorithm and subroutine descriptions, memory and overlay maps, name and/or label conventions,
program narrators, source code listings and other documentation and commentary reasonably necessary
for a reasonably competent computer programmer to install, maintain, service, modify, enhance and
otherwise use such software programs without the aid of any the Grantor, as may be necessary or
reasonably appropriate for






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Collateral Agent, as agent, to benefit from its rights under this Agreement and the
Transaction Documents.




          “Supporting Obligations” means Supporting Obligations and includes letters of credit
and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles,
Instruments or Investment Property.




          “Trademark Licenses” means all licenses, contracts or other agreements, whether
written or oral, naming one or more Grantors as licensor or licensee and providing for the grant of
any right concerning any Trademark, together with any goodwill connected with and symbolized by any
such trademark licenses, contracts or agreements and the right to prepare for sale or lease and
sell or lease any and all Inventory now or hereafter owned by such Grantors and now or hereafter
covered by such licenses (including, without limitation, all Trademark Licenses described in
Schedule I hereto), but in each case, excluding any Trademark Licenses that are granted as
an ancillary and non-material part of services, supply or manufacturing agreements or other
collaborations with a third person principally in order to facilitate the main purpose of such
arrangements or collaborations.




          “Trademark Security Agreement” means each Trademark Security Agreement among one or
more Grantors and the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, in substantially the form of Exhibit F attached hereto, pursuant to which
Grantors have granted to the Collateral Agent, for the benefit of itself and the other Second
Priority Obligees, a Security Interest in all of their respective Trademarks.




          “Trademarks” means trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks and service mark applications, brand names,
certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress,
assumed names, fictitious names, and other indicia of origin, including the trade names, registered
trademarks, trademark applications, registered service marks and service mark applications listed
on Schedule I attached hereto and made a part hereof, and (i) all extensions, modifications
and renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or
payable under and with respect thereto, including payments under all licenses entered into in
connection therewith and damages and payments for past or future infringements or dilutions
thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof,
(iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith
and (v) all of each Grantor’s rights corresponding thereto throughout the world.




          “Transaction Documents” means this Agreement, the Indenture, the Notes, the Note
Guarantees, the Registration Rights Agreement, the Copyright Security Agreement, the Patent
Security Agreement and the Trademark Security Agreement, as well as any other agreement entered
into, now or in the future, by the Company or any of its Subsidiaries or any Guarantor in
connection with the foregoing (each a “Transaction Document”).




          “UCC” means the New York Uniform Commercial Code, as in effect from time to time;
provided, however, that in the event that, by reason of mandatory provisions of
law, any or all of the attachment, perfection, priority, or remedies with respect to the Collateral
Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect
in






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a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform
Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection, priority, or remedies.




          “URL” means “uniform resource locator,” an internet web address.




          (c) For the avoidance of doubt, the following terms shall have the respective meanings
provided for in the UCC:



“Accounts”

“Account Debtor”

“Books”

“Cash Proceeds”

“Certificate of Title”

“Chattel Paper”

“Commercial Tort Claim”

“Commodity Account”

“Commodity Contracts”

“Deposit Account”

“Documents”

“Electronic Chattel Paper”

“Equipment”

“Fixtures”

“Goods”

“Instruments”

“Inventory”

“Investment Property”

“Letter-of-Credit Rights”

“Noncash Proceeds”

“Payment Intangibles”

“Proceeds”

“Promissory Notes”

“Security Account”

“Software”

“Supporting Obligations”




     2. Grant of Security Interests.



          (a) Each Grantor hereby unconditionally grants, assigns and pledges to the Collateral Agent,
for the benefit of itself and the other Second Priority Obligees, a continuing security interest
(the “Security Interest”) in all personal property of such Grantor whether now owned or
hereafter acquired or arising and wherever located, including but not limited to such Grantor’s
right, title and interest in and to the following (the “Collateral”):





	 	(i)	 	Accounts;
	 
	 	(ii)	 	Books;




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	 	(iii)	 	Chattel Paper (whether tangible or electronic);
	 
	 	(iv)	 	Commercial Tort Claims;
	 
	 	(v)	 	Money, Cash Equivalents, or other assets of
such Grantor that now or hereafter come into the possession, custody or
control of the Collateral Agent (or its agent or designee);
	 
	 	(vi)	 	Documents, including all negotiable and
nonnegotiable Documents covering any Inventory, Equipment or other
Collateral;
	 
	 	(vii)	 	General Intangibles (including, without
limitation, all Payment Intangibles, Intellectual Property and
Intellectual Property Licenses);
	 
	 	(viii)	 	Goods, including, without limitation, all Equipment, Fixtures and
Inventory;
	 
	 	(ix)	 	Rights under insurance contracts covering any
Inventory, Equipment, Documents or other Collateral;
	 
	 	(x)	 	Instruments (including, without limitation, all
Promissory Notes);
	 
	 	(xi)	 	Investment Property and any interests in
Capital Stock, Equity Interests and Indebtedness;
	 
	 	(xii)	 	Letter-of-Credit Rights;
	 
	 	(xiii)	 	Pledged Collateral;
	 
	 	(xiv)	 	Securities Accounts;
	 
	 	(xv)	 	Commodities Accounts;
	 
	 	(xvi)	 	Supporting Obligations;
	 
	 	(xvii)	 	All other tangible and intangible personal property of each Grantor
(whether or not subject to the UCC), including, without limitation, all
bank and other accounts and all cash and all investments therein, all
proceeds, products, offspring, accessions, rents, profits, income,
benefits, substitutions and replacements of and to any of the property
of a Grantor described in the preceding clauses of this Section
2 (including, without limitation, any proceeds of insurance thereon
and all causes of action, claims and warranties now or hereafter held
by such Grantor in respect of any of the items listed above), and all
books, correspondence, files and other Records, including, without
limitation, all tapes, disks, cards, Software, data, computer programs,
and instructions for execution by a computer processor (including the
code in such Software, computer




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	 	 	 	programs, or instructions) in the possession or under the control of
such Grantor or any other Person from time to time acting for such
Grantor that at any time evidence or contain information relating to
any of the property described in the preceding clauses of this
Section 2 or are otherwise necessary or helpful in the
collection or realization thereof; and
	 
	 	(xviii)	 	all Proceeds, including all Cash Proceeds and Noncash Proceeds, and
products of any and all of the foregoing Collateral;




in each case, howsoever the Grantor’s interest therein may arise or appear (whether by ownership,
Security Interest, claim or otherwise).




          (b) Notwithstanding anything herein to the contrary, the term “Collateral” shall not include,
and no Grantor is pledging or otherwise granting a Security Interest hereunder in, any of such
Grantor’s right, title or interest in the following assets (the “Excluded Assets”):





	 	(i)	 	Light trucks and other non-commercial passenger
motor vehicles; owned or leased by such Grantor;
	 
	 	(ii)	 	Any lease or sublease (whether in respect of
personal property or Real Property) in which the Grantor’s interest
therein is solely as a lessee or sublessee;
	 
	 	(iii)	 	Deposit Accounts;
	 
	 	(iv)	 	The assets (as opposed to the Capital Stock or
other Equity Interests) of each Grantor’s Foreign Subsidiaries,
Immaterial Subsidiaries and Unrestricted Subsidiaries; and
	 
	 	(v)	 	the Voting Stock of each Grantor’s Foreign
Subsidiaries in excess of 65% of the outstanding Voting Stock of first
tier Foreign Subsidiaries of such Grantor.





          Furthermore, the term “Collateral” shall not include, and no Grantor is pledging, nor granting
a Security Interest hereunder in, any of such Grantor’s right, title or interest in (A) any
license, contract or agreement to which such Grantor is a party as of the date hereof or any of its
right, title or interest thereunder to the extent, but only to the extent, that such a grant would,
under the express terms of such license, contract or agreement on the date hereof, result in a
breach of the terms of, or constitute a default under, such license, contract or agreement (other
than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective
pursuant to Sections 9-406, 9-408, 9-409 of the UCC or other applicable provisions of the UCC of
any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles
of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination
of any such provision, the Collateral shall include, and such Grantor shall be deemed to have
granted a Security Interest in, all such right, title and interest as if such provision had never
been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair
or otherwise affect the Collateral Agent’s unconditional continuing Security Interest in






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and Liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or
to become due under, any such license, contract or agreement, (B) all intent-to-use United States
trademark applications for which an amendment to allege use or statement of use has not been filed
under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in
conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States
Patent and Trademark Office; provided, that, upon such filing and acceptance, such intent
to use applications shall be included in the definition of Collateral, or (C) any property and
assets of any Grantor in which a Lien may not be granted without governmental approval or consent
or in which the granting of a Lien is prohibited by applicable law, but only for so long as the
Grantor has not obtained such approval or consents.




     In addition, if the Grantor reasonably determines that the burden or cost of obtaining a
Security Interest (or a perfection thereof) in any assets sufficiently outweighs the benefit to the
Holders of the security to be afforded thereby (or the perfection thereof), such assets may be
excluded from the requirement that a Security Interest be granted therein or that Security
Interests therein be perfected, as the case may be.



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          (c) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time
to time to file in any relevant jurisdiction any initial financing statements (including fixture
filings) with respect to the Collateral or any part thereof and amendments thereto that (i)
indicate the Collateral as “all assets” of such Grantor or words of similar effect and (ii) contain
the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of
any financing statement or amendment, including (A) whether such Grantor is an organization, the
type of organization and any organizational identification number issued to such Grantor and (B) in
the case of a financing statement filed as a fixture filing, a sufficient description of the Real
Property to which such Collateral relates. Each Grantor agrees to provide such information to the
Collateral Agent promptly upon request.




          Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant
jurisdiction any initial financing statements or amendments thereto if filed prior to the date
hereof.




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




          The foregoing rights of the Collateral Agent shall not be construed as a duty of the
Collateral Agent, it being expressly understood and agreed that the Grantors shall bear the
responsibility of all such filings.




          (d) The Security Interest is granted as security only and shall not subject the Collateral
Agent, any Holder or any other secured party to, or in any way alter or modify, any obligation or
liability of any Grantor with respect to or arising out of the Collateral.




     3. Security for Secured Obligations. This Agreement and the Security Interests created hereby secure the payment and performance
of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the
generality of the foregoing, this Agreement secures the payment of all amounts which constitute
part of the Secured Obligations and would be owed by Grantors, or any of them, to the Collateral
Agent, the Holders, any other Second Priority Obligees or any of them, but for the fact that they
are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any
Grantor.



     4. Pledged Collateral. As additional security for the payment or performance of the Secured Obligations, each
Grantor hereby assigns and pledges to the Collateral Agent and its successors and assigns, for the
benefit of itself and the other Second Priority Obligees, and hereby grants to the Collateral Agent
and its successors and assigns, for the benefit of itself and the other Second Priority Obligees, a
continuing Security Interest in all of such Grantor’s right, title and interest in, to and under
the Pledged Collateral set forth on Schedule II.



          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and assigns, for the benefit of the other Second Priority Obligees, forever.







12









 








     5. Delivery of the Pledged Collateral.



          (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates
currently representing the Pledged Shares shall be delivered to the Collateral Agent (or its
custodian, designee or other nominee) on or prior to the date of the execution and delivery of this
Agreement. All Pledged Collateral thereafter required from time to time to be pledged to the
Collateral Agent pursuant to the terms of this Agreement or the other Transaction Documents (the
“Additional Pledged Collateral”) shall be delivered to the Collateral Agent (or its
custodian, designee or other nominee) promptly upon, but in any event within five Business Days of,
receipt thereof by or on behalf of the Grantor. All such promissory notes, certificates and
Instruments shall be held by or on behalf of the Collateral Agent (or its custodian, designee or
other nominee) pursuant hereto and shall be delivered in suitable form for transfer by delivery or
shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers
executed in blank. If any Pledged Collateral of the Grantor consists of uncertificated securities,
unless the immediately following sentence is applicable thereto, such Grantor shall cause the
Collateral Agent (or its custodian, nominee or other designee) to become the registered holder
thereof, or cause each issuer of such securities to agree that it will comply with instructions
originated by the Collateral Agent with respect to such securities without further consent by the
Grantor. If any Pledged Collateral of the Grantor consists of security entitlements, such Grantor
shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or
other designee), or cause the applicable securities intermediary to agree that it will comply with
entitlement orders by the Collateral Agent without further consent by the Grantor.




               (ii) Within five Business Days of the receipt by a Grantor of any Additional Pledged
Collateral, a Pledged Collateral Addendum, duly executed by the Grantor, shall be delivered to the
Collateral Agent in respect of the Additional Pledged Collateral that must be pledged pursuant to
this Agreement and the other Transaction Documents. Each Pledged Collateral Addendum shall upon
execution and delivery thereof constitute part of Schedule II hereto. Each Grantor hereby
authorizes the Collateral Agent to attach each Pledged Collateral Addendum to this Agreement and
agrees that all certificates, promissory notes or Instruments listed on any Pledged Collateral
Addendum delivered to the Collateral Agent (or its custodian, nominee or other designee) shall for
all purposes hereunder constitute Pledged Collateral and such Grantor shall be deemed upon delivery
thereof to have made the representations and warranties set forth in Section 7 hereof with
respect to such Additional Pledged Collateral.



          (b) (i) If a Grantor shall receive, by virtue of the Grantor’s being or having been an owner
of any Pledged Collateral, any (A) stock certificate (including, without limitation, any
certificate representing a stock dividend or distribution in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets, combination of
shares, stock split, spin-off or split-off), promissory note or other Instrument, (B) option or
right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or
otherwise or (C) dividends, distributions, cash, Instruments, Investment Property and other
property in connection with a partial or total liquidation or dissolution, such Grantor shall
receive such stock certificate, promissory note, Instrument, option, right, payment or distribution
in trust for the benefit of the Collateral Agent, shall segregate it from the Grantor’s other
property and






13









 







shall deliver it forthwith to the Collateral Agent (or its custodian, nominee or other
designee), in the exact form received, with any necessary endorsement and/or appropriate stock
powers duly executed in blank, to be held by the Collateral Agent (or its custodian, nominee or
other designee) as Pledged Collateral and as further collateral security for the Secured
Obligations.




          (ii) If an Event of Default shall have occurred and be continuing and the Collateral Agent
shall have notified the applicable Grantor of the Collateral Agent’s exercise of voting, consensual
or dividend rights with respect to the Pledged Collateral pursuant to Section 18 hereof, if a
Grantor shall receive, by virtue of the Grantor’s being or having been an owner of any Pledged
Collateral, (A) dividends payable in cash or in securities or other property or (B) dividends,
distributions, cash, Instruments, Investment Property and other property in connection with a
reduction of capital, capital surplus or paid-in surplus, such Grantor shall receive such stock
dividends, distributions, cash, Instrument and Investment Property, shall segregate it from the
Grantor’s other property and shall deliver it forthwith to the Collateral Agent (or its custodian,
nominee or other designee), in the exact form received, with any necessary endorsement and/or
appropriate stock powers duly executed in blank, to be held by the Collateral Agent (or its
custodian, nominee or other designee) as Pledged Collateral and as further collateral security for
the Secured Obligations.




     6. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain
liable under the contracts and agreements included in the Collateral to perform all of the duties
and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Collateral Agent or any Holder of any of the rights hereunder shall not release any
Grantor from any of its duties or obligations under such contracts and agreements included in the
Collateral and (c) neither the Collateral Agent nor any other Second Priority Obligees shall have
any obligation or liability under such contracts and agreements included in the Collateral by
reason of this Agreement, nor shall either the Collateral Agent or any Holder be obligated to
perform any of the obligations or duties of any Grantor thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be
continuing, except as otherwise provided in this Agreement, the Indenture or any other Transaction
Document, Grantors shall have the right to possession and enjoyment of the Collateral for the
purpose of conducting the ordinary course of their respective businesses. Without limiting the
generality of the foregoing, it is the intention of the parties hereto that each applicable Grantor
retain record and beneficial ownership of the Pledged Collateral, including all voting, consensual,
and dividend rights, until the occurrence of an Event of Default and until the Collateral Agent
shall notify the applicable Grantor of the Collateral Agent’s exercise of voting, consensual, or
dividend rights with respect to the Pledged Collateral pursuant to Section 18 hereof.



     7. Representations and Warranties. Each of the Grantors, jointly and severally, hereby represents and warrants to and with the
Collateral Agent, for itself and for the other Second Priority Obligees, as follows:



          (a) Schedule III hereto sets forth (i) the exact legal name of such Grantor, (ii) the
jurisdiction of organization of such Grantor, (iii) the type of organization of such Grantor and
(iv) the organizational identification number of such Grantor (or states that no such
organizational identification number exists).







14









 








          (b) This Agreement creates a valid Security Interest in the Collateral of such Grantor, to the
extent a Security Interest therein can be created under the UCC, securing the payment and
performance of the Secured Obligations. Except to the extent a Security Interest in the Collateral
cannot be perfected by the filing of a financing statement under the UCC, all filings and other
actions necessary or desirable to perfect and preserve such Security Interest have been duly taken
or will have been taken upon the filing of financing statements listing each applicable Grantor, as
a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such
Grantor’s name on Schedule III attached hereto. Upon the making of such filings by the
Grantor, the Collateral Agent shall have a first priority perfected Security Interest, subject to
First Priority Claims and any Permitted Liens that are given priority by law, in the Collateral of
each Grantor to the extent such Security Interest can be perfected by the filing of a financing
statement.




          (c) (i) Except for the Security Interests created hereby, such Grantor is and will at all
times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens
other than Permitted Liens, of the Pledged Collateral indicated on Schedule II as being
owned by such Grantor and, when acquired by such Grantor, any Pledged Collateral acquired after the
date hereof; (ii) all of the Pledged Shares are duly authorized, validly issued, fully paid and
nonassessable and the Pledged Shares constitute or will constitute the percentage of the issued and
outstanding Capital Stock of the Pledged Issuer of such Grantor identified on Schedule II
hereto as supplemented or modified by any Pledged Collateral Addendum or any Supplement to this
Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment
Property pledged by such Grantor to the Collateral Agent as provided herein; (iv) subject to the
Intercreditor Agreement to the extent then in effect, all actions necessary or desirable to
perfect, establish the first priority of, or otherwise protect, the Collateral Agent’s Liens in the
Investment Property, and the proceeds thereof, have been duly taken, (A) upon the execution and
delivery of this Agreement; (B) upon the taking of possession by the Collateral Agent (or its agent
(including the First Priority Agent) or designee) of any certificates constituting the Pledged
Shares, to the extent such Pledged Shares are represented by certificates, together with undated
powers endorsed in blank by the applicable Grantor; (C) upon the filing of financing statements in
the applicable jurisdiction set forth on Schedule IV attached hereto for such Grantor with
respect to the Pledged Shares of such Grantor that are not represented by certificates and (D) with
respect to any Securities Accounts, upon the delivery of Control Agreements with respect thereto;
and (v) each Grantor has delivered to and deposited with the Collateral Agent (or, with respect to
any Pledged Shares created or obtained after the date hereof, will deliver and deposit in
accordance with Section 8(a) and Section 11 hereof) all certificates representing
the Pledged Shares owned by such Grantor to the extent such Pledged Shares are represented by
certificates, and undated powers endorsed in blank with respect to such certificates. None of the
Pledged Shares owned or held by such Grantor has been issued or transferred in violation of any
securities registration, securities disclosure or similar laws of any jurisdiction to which such
issuance or transfer may be subject.




          (d) There is no payment or other material default, breach, violation or event of acceleration
existing under any Pledged Debt and no event has occurred or circumstance exists which, with the
passage of time or the giving of notice, or both, would constitute a payment or other material
default, breach, violation or event of acceleration under the Pledged Debt. Such Grantor, if it is
an obligee under a Pledged Debt, has not waived any default, breach, violation or






15









 







event of acceleration under such Pledged Debt. A true, correct and complete list of the
Pledged Debt is set forth on Schedule II.




          (e) Such Grantor is the sole legal and beneficial owner, or exclusive or non-exclusive
licensee, of all Intellectual Property rights that are necessary to the conduct of its business as
currently conducted. As of the date hereof, (i) such Grantor has no ownership interest in, or
title to, any Copyrights, Patents or Trademarks that are registered or the subject of pending
applications for registrations, except as set forth on Schedule I, respectively, attached
hereto; (ii) such Grantor has no ownership interest in, or title to, any Copyrights, Patents or
Trademarks that are material to such Grantor’s businesses as currently conducted and that are not
registered or the subject of pending applications for registrations, except as set forth in
Schedule I, respectively, attached hereto; and (iii) such Grantor is not a party to any
Intellectual Property Licenses, except as set forth on Schedule I attached hereto. This
Agreement is effective to create a valid and continuing Lien on such Grantor’s Copyrights, Patents
and Trademarks and all of its rights and interests in and to any Intellectual Property Licenses.
Upon the filing of the Copyright Security Agreement with the United States Copyright Office and the
filing of the Patent Security Agreement and the Trademark Security Agreement with the United States
Patent and Trademark Office, and the filing of appropriate financing statements in the
jurisdictions listed on Schedule IV hereto, all action necessary or desirable to protect
and perfect the Security Interest in and to such Grantor’s United States Patents, Trademarks, or
Copyrights has been taken and such perfected Security Interests are enforceable as such as against
any and all creditors of and purchasers from such Grantor. Such Grantor has no interest in any
Copyright that is necessary in connection with the operation of the Grantor’s business, except for
those Copyrights identified on Schedule I attached hereto which have been registered with
the United States Copyright Office.




          (f) Schedule VI attached hereto sets forth all Real Property owned by each Grantor as
of the date hereof.




          (g) This Agreement is, and each other Transaction Document to which such Grantor is or will be
a party, when executed and delivered, will be, a legal, valid and binding obligation of such
Grantor in accordance with the terms thereof, enforceable against such Grantor in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws.




          (h) There is no pending or, to the best knowledge of such Grantor after reasonable inquiry,
threatened action, suit, proceeding or claim before any court or other Governmental Authority or
any arbitrator, or any order, judgment or award by any court or other Governmental Authority or any
arbitrator, that may adversely affect the grant by such Grantor, or the perfection, of the Security
Interest purported to be created hereby in the Collateral, or the exercise by the Collateral Agent
of any of its rights or remedies hereunder.




          (i) The Pledged Shares have been duly authorized and validly issued and are fully paid and
nonassessable and the holders thereof are not entitled to any preemptive, first refusal or other
similar rights, other than any such rights (i) with respect to equity interests in any Foreign
Subsidiary, arising under applicable law or statute, (ii) pursuant to that certain Amended Joint
Venture Contract between Crown Acquisition Corp. (as transferee of Crown Holdings,




16









 




Inc.) and Wuhan Jinma Food Industry Technology Co., Ltd., or (iii) with respect to the shares
of Capital Stock of any entity (other than any Grantor) that are pledged following the date hereof,
otherwise created for purposes other than avoiding the obligations of the Grantors hereunder.
Except as noted in Schedule II hereto, as of the date hereof, the Pledged Shares constitute
100% of the issued shares of Capital Stock of the Pledged Issuers that are Domestic Subsidiaries
and 65% of the issued shares of Capital Stock of the Pledged Issuers that are Foreign Subsidiaries.
All other shares of Capital Stock constituting Pledged Collateral will be duly authorized and
validly issued, fully paid and nonassessable.




          (j) All Equipment, Fixtures, Inventory and other Goods now existing are, and all Equipment,
Fixtures, Inventory and other Goods hereafter existing will be, located at the addresses specified
therefor in Schedule VII hereto (as amended, supplemented or otherwise modified from time
to time in accordance with Section 8(g) hereof). As of the date hereof, each Grantor’s
chief place of business and chief executive office, the place where such Grantor keeps its Records
concerning Accounts and all originals of all Chattel Paper (if any) are located at the addresses
specified therefor in Schedule VIII hereto (as amended, supplemented or otherwise modified
from time to time in accordance with the terms hereof). None of the Accounts is evidenced by
Promissory Notes or other Instruments. Set forth in Schedule IX hereto is a complete and
accurate list, as of the date hereof, of each Deposit Account, Securities Account and Commodities
Account of such Grantor, together with the name and address of each institution at which each such
Account is maintained, the account number for each such Account and a description of the purpose of
each such Account. As of the date hereof, set forth in Schedule I hereto is (i) a complete
and correct list of each trade name used by each Grantor and (ii) the name of, and each trade name
used by, each Person from which such Grantor has acquired any substantial part of the Collateral
within five years of the date hereof.




          (k) Such Grantor is and will be at all times the sole and exclusive owner of, or otherwise has
and will have adequate rights in, the Collateral, free and clear of any Lien except for the Liens
created by this Agreement and Permitted Liens. No effective financing statement or other
instrument similar in effect covering all or any part of the Collateral is on file in any recording
or filing office, except such as may have been filed to perfect or protect any Permitted Lien.




          (l) The exercise by the Collateral Agent of any of its rights and remedies hereunder will not
contravene any law or any contractual restriction binding on or otherwise affecting the Grantor or
any of its properties and will not result in, or require the creation of, any Lien (other than the
Liens granted pursuant to Section 2 hereof) upon or with respect to any of its properties.




          (m) No consent, approval, authorization, or other order or other action by, and no notice to
or filing with, any Governmental Authority or any other Person is required (i) for the grant of a
Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the
execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by
the Collateral Agent of the voting or other rights provided for in this Agreement with respect to
the Investment Property or the remedies in respect of the Collateral pursuant to this Agreement,
except as may be required in connection with such disposition of Investment Property by laws
affecting the offering and sale of securities generally.







17









 








          (n) The Grantor has made in good faith and in accordance with the procedures and regulations
of the United States Copyright Office and the United States Patent and Trademark Office, as
applicable, all payments, filings and recordations necessary to protect and maintain its interest
in the Intellectual Property rights identified on Schedule I in the United States in a
manner sufficient to claim in the public record such Grantor’s ownership thereof, including (i)
making all necessary registration, maintenance, and renewal fee payments; and (ii) filing all
necessary documents, including all applications for registration of such Intellectual Property
rights.




          (o) As of the date hereof, such Grantor does not hold any Commercial Tort Claims nor is aware
of any such pending claims, except for such claims described in Schedule X.




          (p) Except as set forth on Schedule XI, no claim has been made in writing and is
continuing or, to the best of such Grantor’s knowledge (after reasonable inquiry), threatened that
the use by the Grantor of any Intellectual Property rights that are material to the conduct of its
business does or may violate the Intellectual Property rights of any Person. To the best of such
Grantor’s knowledge (after reasonable inquiry), there is currently no infringement or unauthorized
use of any item of Intellectual Property rights contained on Schedule I.




     8. Covenants. Each of the Grantors hereby covenants, jointly and severally, to and with the Collateral
Agent, for itself and for the other Second Priority Obligees, as follows:



          (a) Possession of Collateral. In the event that any Collateral, including Proceeds,
is evidenced by or consists of Negotiable Collateral, Investment Property, or Chattel Paper, in
each case, in excess of $25,000, and if and to the extent that perfection or priority of the
Collateral Agent’s Security Interest is dependent on possession, the applicable Grantor,
immediately and in accordance with Section 11 hereof, shall execute such other documents
and instruments as shall be necessary to perfect and, if applicable, endorse and deliver physical
possession of such Negotiable Collateral, Investment Property, or Chattel Paper to the First
Priority Agent if the same derive solely from First Priority Collateral and otherwise to the
Collateral Agent, together with such undated powers endorsed in blank.




          (b) Chattel Paper.





               (i) Each Grantor shall take all steps reasonably necessary to grant the Collateral Agent
control of all electronic Chattel Paper in accordance with the UCC and all “transferable
records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and
Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in
effect in any relevant jurisdiction; and




               (ii) If any Grantor retains possession of any Chattel Paper or instruments (which
retention of possession shall be subject to the extent permitted hereby and by the Indenture),
in each case, with a value in excess of $25,000, such Chattel Paper and instruments shall be
marked with the following legend: “This writing and the obligations evidenced or secured
hereby are subject to the Security Interest of Wilmington Trust Company FSB, as the Collateral
Agent for the benefit of itself and the other Second



18









 







Priority Obligees (as defined in the Indenture, dated as of August 18, 2009, of CPM
Holdings, Inc.)”



          (c) Letter of Credit Rights. Each Grantor that is or becomes the beneficiary of a letter of credit in excess of $50,000
shall promptly (and in any event within five Business Days after becoming a beneficiary), notify
the Collateral Agent thereof and enter into a tri-party agreement with the Collateral Agent and the
issuer or confirmation bank with respect to letter-of-credit rights (as that term is defined in the
UCC) assigning such letter-of-credit rights to the Collateral Agent and directing all payments
thereunder to the Collateral Agent’s Account.




          (d) Commercial Tort Claims. Each Grantor shall promptly (and in any event within five Business Days of receipt thereof)
notify the Collateral Agent in writing upon incurring or otherwise obtaining a Commercial Tort
Claim with a value in excess of $25,000 after the date hereof and promptly amend Schedule X
to this Agreement to describe such after-acquired Commercial Tort Claim in a manner that reasonably
identifies such Commercial Tort Claim, and such other Grantor shall file additional financing
statements or amendments to existing financing statements describing such Commercial Tort Claims,
and agrees to do such other acts or things necessary to give the Collateral Agent a first priority,
perfected Security Interest in any such Commercial Tort Claim (subject to the Intercreditor
Agreement to the extent then in effect).




          (e) Government Contracts. If any Account or Chattel Paper with a value in excess of $25,000 arises out of a contract
or contracts with the United States of America or any department, agency, or instrumentality
thereof, each Grantor shall promptly (and in any event within five Business Days of the creation
thereof) notify the Collateral Agent thereof in writing and execute any instruments or take any
steps required or necessary in order that all moneys due or to become due under such contract or
contracts shall be assigned to the Collateral Agent, for the benefit of itself and the other Second
Priority Obligees, and shall provide written notice thereof under the Assignment of Claims Act or
other applicable law.




          (f) Location of Equipment and Inventory. Each Grantor will keep the Equipment and
Inventory (other than Equipment and Inventory sold in the ordinary course of business or in transit
Equipment or Inventory) at the locations specified in Schedule VII hereto or, upon not less
than 30 days’ prior written notice to the Collateral Agent accompanied by a new Schedule
VII hereto indicating each new location of the Equipment and Inventory, at such other locations
in the continental United States as such Grantor may elect, provided that (i) all action
has been taken to grant to the Collateral Agent a perfected, first priority security interest in
such Equipment and Inventory (subject to the Intercreditor Agreement to the extent then in effect
and Permitted Liens) and (ii) the Collateral Agent’s rights in such Equipment and Inventory,
including, without limitation, the existence, perfection and priority of the Security Interest
created hereby in such Equipment and Inventory, are not adversely affected thereby.




          (g) Condition of Equipment. Each Grantor will maintain or cause the Equipment which
is necessary or useful in the proper conduct of its business to be maintained and preserved in good
condition, repair and working order as when acquired and in accordance with any manufacturer’s
recommendations, ordinary wear and tear excepted, and will forthwith, or in the case of any loss or
damage to such Equipment reasonably promptly after the occurrence






19









 







thereof, make or cause to be made all repairs, replacements and other improvements in
connection therewith which are necessary or desirable, consistent with past practice, to such end.
Each Grantor will promptly furnish to the Collateral Agent a statement describing in reasonable
detail any loss or damage in excess of $25,000.00 to any Equipment.




          (h) Real Property; Fixtures. Each Grantor covenants and agrees that upon the
acquisition of any fee interest in Real Property it will promptly (and in any event within five
Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property
and will grant to the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, a first priority mortgage on each fee interest in Real Property, now or hereafter owned
by such Grantor and shall deliver such other documentation and opinions in connection with the
grant of such mortgage as is customary, including title insurance policies, financing statements,
fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible
taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in
connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by
applicable law, all of the Collateral shall remain personal property regardless of the manner of
its attachment or affixation to Real Property.




          (i) Taxes, Etc. Each Grantor agrees to 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 Equipment and Inventory, except to the
extent otherwise provided in the Transaction Documents.




          (j) Insurance. Each Grantor will, at its own expense, maintain insurance with respect
to the Collateral in accordance with the terms of the Transaction Documents. Each such Grantor
will deliver to the Collateral Agent original or duplicate insurance policies and, as often as the
Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to
such insurance. Each such Grantor will also execute and deliver instruments of assignment of such
insurance policies and cause the respective insurers to acknowledge notice of such assignment.




          (k) Transfers and Other Liens. No Grantor shall (i) sell, assign (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral,
except as expressly permitted by the Indenture, or (ii) create or permit to exist any Lien upon or
with respect to any of the Collateral, except for Permitted Liens. The inclusion of Proceeds in
the Collateral shall not be deemed to constitute the Collateral Agent’s consent to any sale or
other disposition of any of the Collateral except as expressly permitted in this Agreement or the
other Transaction Documents.




          (l) Other Actions as to Any and All Collateral. Each Grantor shall promptly (and in
any event within ten Business Days of acquiring or obtaining such Collateral) notify the Collateral
Agent in writing upon (i) acquiring or otherwise obtaining any Collateral after the date hereof
consisting of Trademarks, Patents, Copyrights, Intellectual Property Licenses, Investment Property,
Chattel Paper (electronic, tangible or otherwise), Documents, Promissory Notes, or Instruments, in
each case, with a value in excess of $25,000, or (ii) any amount in excess of $25,000 payable under
or in connection with any of the Collateral being or becoming evidenced after the date hereof by
any Chattel Paper, Documents, Promissory Notes, or Instruments and, in




20









 




each such case in accordance with Section 11 hereof, promptly execute such other
Documents and Instruments, or if applicable, deliver such Chattel Paper, other Documents,
Promissory Notes, Instruments or certificates evidencing any Investment Property in accordance with
Section 8 hereof and do such other acts or things deemed necessary or desirable to protect
the Collateral Agent’s Security Interest therein.




          (m) INTENTIONALLY OMITTED.




          (n) Records; Inspection and Reporting. Each Grantor shall keep adequate Records
concerning the Accounts, Chattel Paper and Pledged Collateral. Each Grantor shall permit the
Collateral Agent or any agents or representatives thereof or such professionals or other Persons as
Collateral Agent may designate (A) to examine and make copies of and abstracts from such Grantor’s
Books, (B) to visit and inspect its properties, (C) to verify materials, leases, notes, Accounts,
Inventory and other assets of such Grantors from time to time, (D) to conduct audits, physical
counts, appraisals and/or valuations, Phase I and Phase II Environmental Site Assessments, or
examinations at the locations of the Grantors and (E) to discuss a Grantor’s affairs, finances and
accounts with any of its directors, officers, managerial employees, independent accountants or any
of its other representatives, in each case, at such reasonable times as the Collateral Agent may
designate, and, so long as no Default or Event of Default exists, with reasonable prior notice to
the applicable Grantor. The reasonable costs and expenses incurred in connection with such
examinations, verifications, audits, physical counts, appraisals, valuations and discussions shall
in each case be borne by the Grantors; provided that, in the absence of an Event of
Default, the Grantors shall only be obligated to incur the costs and expenses of one exercise of
any of the rights specified in clauses (B), (C), (D) or (E) above during any calendar year.




          (o) Intellectual Property. (i) In order to facilitate filings with the United States
Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and
deliver to the Collateral Agent one or more Copyright Security Agreements, Trademark Security
Agreements or Patent Security Agreements to further evidence the Collateral Agent’s Lien on such
Grantor’s Patents, Trademarks or Copyrights, and the General Intangibles of such Grantor relating
thereto or represented thereby;




               (ii) Each Grantor shall have the duty, to the extent commercially reasonable in the operation
of such Grantor’s business in such Grantor’s business judgment, (A) to promptly sue for
infringement, misappropriation, or dilution and to recover any and all damages for such
infringement, misappropriation, or dilution, (B) to prosecute diligently any trademark application
or service mark application that is part of the Trademarks pending as of the date hereof or
hereafter until the termination of this Agreement, (C) to prosecute diligently any patent
application that is part of the Patents pending as of the date hereof or hereafter until the
termination of this Agreement and (D) to take reasonable and necessary action to preserve and
maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and
its rights therein, including the filing of applications for renewal, affidavits of use, affidavits
of noncontestability and opposition and interference and cancellation proceedings unless
intentionally abandoned as permitted under the Indenture. Each Grantor shall promptly file an
application with the United States Copyright Office for any United States Copyright that has not
been registered with the United States Copyright Office if such Copyright is necessary in



21









 




connection with the operation of, or material to, such Grantor’s business. Any expenses
incurred in connection with the foregoing shall be borne by the appropriate Grantor. Each Grantor
further agrees not to abandon any Trademark, Patent, Copyright, or Intellectual Property License
that is material or economically desirable to the operation of such Grantor’s business without the
prior written consent of the Collateral Agent;




               (iii) Grantors acknowledge and agree that neither the Collateral Agent nor any other Second
Priority Obligees shall have any duties with respect to the Trademarks, Patents, Copyrights, or
Intellectual Property Licenses. Without limiting the generality of this Section 8(p), each
Grantor acknowledges and agrees that neither the Collateral Agent nor any other Second Priority
Obligees shall be under any obligation to take any steps necessary to preserve rights in the
Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but
the Collateral Agent may do so from and after the occurrence and during the continuance of an Event
of Default, and all expenses incurred in connection therewith (including reasonable fees and
expenses of attorneys and other professionals) shall be for the sole account of the Grantors;



               (iv) In no event shall any Grantor, either itself or through any agent, employee, licensee, or
designee, file an application for the registration of any Patent, Trademark, or Copyright with the
United States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency without giving the Collateral Agent prior written notice thereof. Upon any such filing,
each Grantor shall comply with Section 8(p)(i) hereof; and



               (v) With respect to the Intellectual Property rights that are material to the conduct of each
Grantor’s business, such Grantor agrees to take all commercially reasonable steps to protect each
such Intellectual Property right. Each Grantor hereby agrees to take corresponding steps with
respect to each new or acquired Intellectual Property right to which it or any of its Subsidiaries
is now or later becomes entitled that are material to the conduct of their businesses. Any
expenses incurred in connection with such activities shall be borne solely by such Grantor.



          (p) Pledged Collateral.





               (i) Each Grantor shall, at such Grantor’s expense, promptly deliver to the Collateral
Agent a copy of each material notice or other communication received by it in respect of the
Pledged Collateral from any entity that is not a Subsidiary;




               (ii) Each Grantor shall, at such Grantor’s expense, defend the Collateral Agent’s right,
title and Security Interest in and to the Pledged Collateral against the claims of any Person;




               (iii) No Grantor shall make or consent to any amendment or other modification or waiver
with respect to any Pledged Collateral or enter into any agreement or permit to exist any
restriction with respect to any Pledged Collateral other than as permitted under the
Transaction Documents;




               (iv) No Grantor shall, other than as expressly permitted under the Transaction Documents,
permit the issuance of (A) any additional shares of any class of



22









 







Capital Stock of any Pledged Issuer, (B) any securities convertible voluntarily by the
holder thereof or automatically upon the occurrence or non-occurrence of any event or
condition into, or exchangeable for, any such shares of Capital Stock or (C) any warrants,
options, contracts or other commitments entitling any Person to purchase or otherwise acquire
any such shares of Capital Stock; and




               (v) Each Grantor shall, if such Grantor shall receive or become entitled to receive any
Pledged Collateral after the date hereof, promptly (and in any event within five Business Days
of receipt thereof) deliver to the Collateral Agent a duly executed Pledged Collateral
Addendum identifying such Pledged Collateral.



     9. Environmental Matters.



          (a) The Grantors shall use their commercially reasonable best efforts to maintain the
condition of all Real Property forming part of the Collateral in compliance in all material
respects with Environmental Laws, except where the failure to be in such compliance will not result
in a material adverse effect on the condition, use, operation or value of such Real Property.]




          (b) The Grantors shall undertake any investigation, corrective or remedial action or
monitoring required under Environmental Laws in the event of (i) any violation of any Environmental
Laws or (ii) any release on, at, under, from or in connection with any Real Property forming part
of the Collateral or owned by the Grantors in violation of Environmental Laws; provided,
however, that the Grantors shall have no obligations under this paragraph (b) to the extent
any of them is prosecuting a defense or other legal challenge to any alleged liability or
requirement for any remedial action, or where the failure to undertake such investigation,
corrective or remedial action or monitoring will not result in a material adverse effect on the
condition, use, operation or value of such Real Property.




          (c) Prior to taking any action to institute foreclosure proceedings or take any other action
in connection with any interest held by the Collateral Agent in the Collateral, the Collateral
Agent shall be entitled to be indemnified to its satisfaction to protect it against all liability
for Environmental Contamination arising from its ownership, operation or use of the Collateral.
The Collateral Agent shall have no duty to pursue the remedy of foreclosure upon the occurrence of
an Event of Default if the Collateral Agent determines that such action may subject it to any
liability whatsoever, including, but not limited to for the investigation, corrective action,
remediation or monitoring of any Environmental Contamination which may exist on, at, under, from or
in connection with any of the Real Property forming part of the Collateral.




          (d) Each Grantor, jointly and severally, to the maximum extent permitted by applicable law,
agrees to indemnify the Second Priority Obligees, including the Collateral Agent, their officers,
directors, employees, agents, attorneys, accountants and shareholders, and agrees to hold each of
them harmless, from and against any and all losses, liabilities, damages, reasonable costs,
expenses and claims of any and every kind whatsoever, arising out of or related to:




23









 






               (i) defending any environmental action or environmental matter relating to the
Collateral; or




               (ii) any cost, liability or damage arising out of the disposition or settlement of any
environmental action entered into by the Collateral Agent relating to any Real Property that
may be paid or incurred by the Collateral Agent for, with respect to or as a direct or
indirect result of (a) the presence in contravention of any Environmental Law (or any order of
any Governmental Authority given to the Grantors) on or under, or the release from such Real
Property and (b) a failure on the part of the Grantors to comply with any Environmental Laws.



          (e) The provisions of any undertakings and indemnifications set out in this Section 9
shall survive the satisfaction of the Grantors’ obligations under the Notes, and their release from
any or all other obligations under this Agreement and the other Transaction Documents.
Notwithstanding the foregoing, the indemnity provided by the Grantors pursuant to this Section
9 shall not apply to any liabilities or costs caused by the gross negligence, willful
misconduct or bad faith of the Collateral Agent.




     10. Relation to Other Security Documents. The provisions of this Agreement shall be read and construed with the Intercreditor
Agreement to the extent then in effect and the other Transaction Documents referred to below in the
manner so indicated.



          (a) Indenture. In the event of any conflict between any provision in this Agreement
and a provision in the Indenture, such provision of the Indenture shall control.




          (b) Copyright, Patent, Trademark Security Agreements. The provisions of the Copyright
Security Agreements, Patent Security Agreements and Trademark Security Agreements are supplemental
to the provisions of this Agreement and nothing contained in the Copyright Security Agreements,
Patent Security Agreements, or Trademark Security Agreements shall limit any of the rights or
remedies of the Collateral Agent hereunder.




          (c) Intercreditor Agreement. In the event of any conflict between any provision in
this Agreement and a provision in the Intercreditor Agreement to the extent then in effect, such
provision of the Intercreditor Agreement shall control.




     11. Further Assurances



          (a) Each Grantor agrees that from time to time, at its own expense, such Grantor will 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 perfect and protect any
Security Interest granted or purported to be granted hereby or to enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.




          (b) Each Grantor hereby authorizes (but does not obligate) the filing by the Collateral Agent
of financing or continuation statements, or amendments thereto, and such Grantor will execute and
deliver to the Collateral Agent such other instruments or notices, as may be necessary or as the
Collateral Agent may reasonably request, in order to perfect and






24









 







preserve the Security Interest granted or purported to be granted hereby. The parties
acknowledge and agree that the foregoing authorization is not an obligation, and in no event shall
the Collateral Agent have any responsibility for the preparation or filing of any financing
statements, nor for the maintenance or perfection of any Lien.




          (c) Each Grantor hereby authorizes (but does not obligate) the Collateral Agent at any time
and from time to time to file, transmit, or communicate, as applicable, financing statements and
amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of
debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser
scope or with greater detail or (iii) that contain any information required by part 5 of Article 9
of the UCC for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any
and all financing statements or amendments previously filed by the Collateral Agent in any
jurisdiction.




          (d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in connection with
this Agreement without the prior written consent of the Collateral Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the UCC.




     12. Collateral Agent’s Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent
(or its designee) (a) may (but is not obligated to) proceed to perform any and all of the
obligations of any Grantor contained in any contract, lease, or other agreement and exercise any
and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall
have the right to (but is not obligated to) use any Grantor’s rights under Intellectual Property
Licenses in connection with the enforcement of the Collateral Agent’s rights hereunder, including
the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned
by any Grantor and now or hereafter covered by such licenses and (c) shall have the right to (but
is not obligated to) request that any Capital Stock is pledged hereunder be registered in the name
of the Collateral Agent or any of its nominees.



     13. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with
full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise,
at such time as an Event of Default has occurred and is continuing under the Indenture, to take any
action and to execute any instrument which may be necessary or advisable to accomplish the purposes
of this Agreement, including:



          (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in connection with the Accounts or any other
Collateral of such Grantor;




          (b) to receive and open all mail addressed to such Grantor and to notify postal authorities to
change the address for the delivery of mail to such Grantor to that of the Collateral Agent;







25









 








          (c) to receive, endorse, and collect any drafts or other instruments, documents, Negotiable
Collateral or Chattel Paper;




          (d) to file any claims or take any action or institute any proceedings which may be necessary
or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce
the rights of the Collateral Agent with respect to any of the Collateral;




          (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the
purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;




          (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial
designs, Copyrights, advertising matter or other industrial or intellectual property rights, in
advertising for sale and selling Inventory and other Collateral and to collect any amounts due
under Accounts, contracts or Negotiable Collateral of such Grantor; and




          (g) The Collateral Agent on behalf of the Holders shall have the right, but shall not be
obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and
Intellectual Property Licenses and, if the Collateral Agent shall commence any such suit, the
appropriate Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and
execute any and all proper documents reasonably required by the Collateral Agent in aid of such
enforcement.



     To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an
interest and shall be irrevocable until this Agreement is terminated in accordance with the terms
hereof and the Indenture.



     14. Collateral Agent May Perform. Upon the occurrence and during the continuance of a Default or an Event of Default, if any
Grantor fails to perform any agreement contained herein, the Collateral Agent may (but shall not be
obligated to) itself perform, or cause performance of, such agreement, and the reasonable expenses
of the Collateral Agent incurred in connection therewith shall be payable, jointly and severally,
by Grantors.



     15. Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral
Agent’s interest in the Collateral, for the benefit of itself and the other Second Priority
Obligees, and shall not impose any duty upon the Collateral Agent to exercise any such powers.
Except for the safe custody of any Collateral in its actual 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 not be responsible for
filing any financing or continuation statements or recording any documents or instruments in any
public office at any time or otherwise perfecting or maintaining the perfection of any Security
Interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any Collateral in its actual possession if such Collateral is
accorded treatment substantially equal to that which the Collateral Agent accords its own property
and shall not be liable or responsible for any loss or



26









 




diminution in the value of any of the Collateral, by reason of the act or omission of any
carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.
The Collateral Agent shall not be responsible for the existence, genuineness or value of any of
the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of
the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment
contained therein, for the validity of the title of the Company to the Collateral, for insuring the
Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral.




     16. Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the continuation of an Event of Default, the
Collateral Agent or the Collateral Agent’s designee may (a) notify Account Debtors of any Grantor
that such Grantor’s Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been
assigned to the Collateral Agent, for the benefit of itself and the other Second Priority Obligees,
or that the Collateral Agent has a Security Interest therein and (b) collect such Grantor’s
Accounts, General Intangibles and Negotiable Collateral directly, and any collection costs and
expenses (including reasonable attorney fees and expenses) shall constitute part of such Grantor’s
Secured Obligations under the Transaction Documents.



     17. Disposition of Pledged Collateral by the Collateral Agent. None of the Pledged Collateral existing as of the date hereof are, and none of the Pledged
Collateral hereafter acquired on the date of acquisition thereof will be, registered or qualified
under the various federal or state securities laws of the United States and disposition thereof
after an Event of Default may be restricted to one or more private (instead of public) sales in
view of the lack of such registration. Each Grantor understands that in connection with such
disposition, the Collateral Agent may approach only a restricted number of potential purchasers and
further understands that a sale under such circumstances may yield a lower price for the Pledged
Collateral than if the Pledged Collateral were registered and qualified pursuant to federal and
state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if
the Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged
Collateral or any portion thereof to be sold at a private sale, the Collateral Agent shall have the
right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm
(but shall not be obligated to seek such written advice and the failure to do so shall not be
considered in determining the commercial reasonableness of such action) as to a commercially
reasonable manner in which to offer the Pledged Collateral or any portion thereof for sale and as
to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be
conclusive evidence that the Collateral Agent has handled the disposition in a commercially
reasonable manner.



     18. Voting Rights.



          (a) Upon the occurrence and during the continuation of an Event of Default, (i) the Collateral
Agent may, with prior notice to any Grantor, and in addition to all rights and remedies available
to the Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all
voting rights, and all other ownership or consensual rights in respect of the Pledged Collateral
owned by such Grantor, but under no circumstances is the Collateral Agent obligated by the terms of
this Agreement to exercise such rights, and (ii) if the Collateral






27









 







Agent duly exercises its right to vote any of such Pledged Collateral, each Grantor hereby
appoints the Collateral Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE
PROXY to vote such Pledged Collateral in any manner the Collateral Agent shall determine advisable
for or against all matters submitted or which may be submitted to a vote of shareholders, partners
or members, as the case may be. The power-of-attorney granted hereby is coupled with an interest
and shall be irrevocable.




          (b) For so long as any Grantor shall have the right to vote the Pledged Collateral owned by
it, such Grantor covenants and agrees that it will not vote or take any consensual action with
respect to such Pledged Collateral which would adversely affect the rights of the Collateral Agent
and or any other Second Priority Obligee.




     19. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default:



          (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein, in the other Transaction Documents, or otherwise available
to it, all the rights and remedies of a secured party on default under the UCC or any other
applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees
that, in any such event, the Collateral Agent, without demand of performance or other demand,
advertisement or notice of any kind (except a notice specified below of time and place of public or
private sale) to or upon any of Grantors or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC
or any other applicable law), may take immediate possession of all or any portion of the Collateral
to the extent not prohibited by applicable law and (i) require Grantors to, and each Grantor hereby
agrees that it will at its own expense and 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 one or more locations where such Grantor regularly maintains Inventory and (ii)
without notice except as specified below, sell 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, and upon such other terms as may be commercially reasonable. Each Grantor agrees that,
to the extent notice of sale shall be required by law, at least ten days written notice to any of
Grantors 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 and specifically such notice shall constitute a
reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the
UCC. 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.




          (b) The Collateral Agent is hereby granted a license or other right to use, without liability
for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any
name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain
names, industrial designs, other industrial or intellectual property or any property of a similar
nature, whether owned or licensable by any of Grantors or with respect to which any of Grantors
have sublicensable rights under license, sublicense, or other agreements,






28









 







as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any
Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure
to the benefit of the Collateral Agent.




          (c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the
Collateral Agent in respect of any sale of, collection from, or other realization upon all or any
part of the Collateral shall be applied against the Secured Obligations in the order set forth in
Section 6.10 of the Indenture, subject to the Intercreditor Agreement to the extent then in
effect. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured
Obligations in full, each Grantor shall remain jointly and severally liable for any such
deficiency.




          (d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial
transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral
Agent shall have the right to an immediate writ of possession without notice of a hearing. The
Collateral Agent shall have the right to the appointment of a receiver for the properties and
assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and,
to the fullest extent permitted by law, hereby waives any objection such Grantor may have thereto
or the right to have a bond or other security posted by the Collateral Agent.




     20. Remedies Cumulative. Each right, power, and remedy of the Collateral Agent as provided for in this Agreement or
in the other Transaction Documents or now or hereafter existing at law or in equity or by statute
or otherwise shall be cumulative and concurrent and shall be in addition to every other right,
power, or remedy provided for in this Agreement or in the other Transaction Documents or now or
hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of
the exercise by the Collateral Agent, of any one or more of such rights, powers, or remedies shall
not preclude the simultaneous or later exercise by the Collateral Agent of any or all such other
rights, powers, or remedies.



     21. Marshaling. The Collateral Agent shall not be required to marshal any present or future collateral
security (including but not limited to the Collateral) for, or other assurances of payment of, the
Secured Obligations or any of them or to resort to such collateral security or other assurances of
payment in any particular order, and all of its rights and remedies hereunder and in respect of
such collateral security and other assurances of payment shall be cumulative and in addition to all
other rights and remedies, however existing or arising. To the extent that it lawfully may, each
Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral
which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies
under this Agreement or under any other instrument creating or evidencing any of the Secured
Obligations or under which any of the Secured Obligations is outstanding or by which any of the
Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.



     22. Indemnity and Expenses.



          (a) Each Grantor, jointly and severally, agrees to indemnify the Collateral Agent and the
other Second Priority Obligees from and against all claims, lawsuits and liabilities






29









 







(including reasonable attorneys fees) in connection with or resulting from this Agreement
(including enforcement of this Agreement) or any other Transaction Document to which such Grantor
is a party, except claims, losses or liabilities resulting from the gross negligence or willful
misconduct of the party seeking indemnification as determined by a final non-appealable order of a
court of competent jurisdiction. This provision shall survive the termination of this Agreement
and the Indenture and the repayment of the Secured Obligations.




          (b) Grantors, jointly and severally, shall, upon demand, pay to the Collateral Agent all the
expenses (including reasonable legal expenses) which the Collateral Agent may incur in connection
with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of,
or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the
Collateral in accordance with this Agreement and the other Transaction Documents, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure
by any of Grantors to perform or observe any of the provisions hereof.




     23. Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver
of any provision of this Agreement, and no consent to any departure by any of Grantors herefrom,
shall in any event be effective unless the same shall be in writing and signed by the Collateral
Agent, and then such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No amendment of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the Collateral Agent and each of
Grantors to which such amendment applies. Upon the request of the Grantors to which such amendment
applies and of the required Holders pursuant to Section 9.02 of the Indenture (and receipt of an
Officers’ Certificate and Opinion of Counsel as required by Section 9.06 of the Indenture), the
Collateral Agent shall enter into any such amendment.



     24. Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and
manner and delivered to the Collateral Agent at its address specified in the Indenture, and to any
of the Grantors at their respective addresses specified in the Indenture or a supplemental
indenture, as applicable, or, as to any party, at such other address as shall be designated by such
party in a written notice to the other party.



     25. Continuing Security Interest; Assignments of the Notes. This Agreement shall create a continuing Security Interest in the Collateral and shall (a)
remain in full force and effect until the Secured Obligations have been paid in full in cash, or
upon a Legal Defeasance or Covenant Defeasance, in each case in accordance with the provisions of
the Indenture and the other Transaction Documents, (b) be binding upon each Grantor, and their
respective successors and assigns and (c) inure to the benefit of, and be enforceable by, the
Collateral Agent, and its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (c), any Holder may, in accordance with the provisions of the Indenture,
assign or otherwise transfer all or any portion of the Notes held by it to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect thereof granted to
such Holder herein or



30









 




otherwise. Upon payment in full in cash of the Secured Obligations, or upon a Legal
Defeasance or Covenant Defeasance, in each case in accordance with the provisions of the Indenture
and the other Transaction Documents, the Security Interest granted hereby shall terminate and all
rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such
time, the Collateral Agent will, at the request and expense of the Grantors, file or authorize the
filing of appropriate termination statements to terminate such Security Interest. No transfer or
renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other
Transaction Document, or any other instrument or document executed and delivered by any Grantor to
the Collateral Agent nor the taking of further security, nor the retaking or re-delivery of the
Collateral to Grantors, or any of them, by the Collateral Agent, nor any other act of the Holders,
or any of them, shall release any of Grantors from any obligation, except a release or discharge
executed in writing by the Collateral Agent in accordance with the provisions of the Indenture.
The Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived
any of its rights or remedies hereunder, unless such waiver is in writing and signed by the
Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent
of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such
right or remedy which the Collateral Agent would otherwise have had on any other occasion.




     26. Governing Law.



          (a) THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF,
AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED
HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.




          (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE COLLATERAL AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE THE COLLATERAL
AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE
COLLATERAL AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT
EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 26(b).




          (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COLLATERAL AGENT AND EACH GRANTOR
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT






31









 







CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. THE COLLATERAL
AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT
OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




     27. New Subsidiaries. Pursuant to Section 4.18 of the Indenture, any new Domestic Subsidiary (whether by
acquisition or creation) of the Company or any of its Restricted Subsidiaries is required to enter
into this Agreement by executing and delivering in favor of the Collateral Agent a Supplement to
this Agreement (a “Supplement”) in the form of Exhibit A attached hereto. Upon the
execution and delivery of the Supplement by such new Domestic Subsidiary, such Domestic Subsidiary
shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor
herein. The execution and delivery of any instrument adding an additional Grantor as a party to
this Agreement shall not require the consent of any Grantor hereunder. The rights and obligations
of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any
new Grantor hereunder. In addition, pursuant to Section 9.01 of the Indenture, the execution and
delivery of the Supplement by the Collateral Agent shall not require the consent of the Holders.



     28. Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable
by the “Collateral Agent” shall be a reference to the Collateral Agent, for the benefit of itself
and the other Second Priority Obligees.



     29. Miscellaneous.



          (a) This Agreement may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method
of transmission (including pdf) shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission (including pdf) also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.
The foregoing shall apply to each other Transaction Document mutatis mutandis.




          (b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such provision in any
other jurisdiction.




          (c) Headings used in this Agreement are for convenience only and shall not be used in
connection with the interpretation of any provision hereof.







32









 








          (d) The pronouns used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform thereto.




          (e) Unless the context of this Agreement or any other Transaction Document clearly requires
otherwise, references to the plural include the singular, references to the singular include the
plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where
otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,”
“herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Transaction
Document refer to this Agreement or such other Transaction Document, as the case may be, as a whole
and not to any particular provision of this Agreement or such other Transaction Document, as the
case may be. Section, subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Agreement or in any other Transaction
Document to any agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements set forth herein). Any reference herein or in any other Transaction Document to
the satisfaction or repayment in full of the Secured Obligations shall mean the repayment in full
in cash (or cash collateralization in accordance with the terms hereof) of all Obligations other
than unasserted contingent indemnification Obligations. Any reference herein to any Person shall
be construed to include such Person’s successors and assigns. Any requirement of a writing
contained herein or in any other Transaction Document shall be satisfied by the transmission of a
Record and any Record so transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.




          (f) In connection with its execution and acting hereunder, the Collateral Agent is entitled to
all rights, privileges, protections, immunities, benefits and indemnities provided to it under the
Indenture, all of which are incorporated by reference herein, mutatis mutandis.




     30. Termination or Release.



          (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other
security interests granted hereby shall terminate as provided in Section 10.05 of the Indenture.




          (b) A Grantor and any specific item of Collateral shall automatically be released from its
obligations hereunder and the Security Interests created hereunder as provided in Section 10.04 of
the Indenture.




     31. Intercreditor Agreement.



          (a) REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT






33









 







OF ITSELF AND THE OTHER SECOND PRIORITY OBLIGEES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE
OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECOND PRIORITY OBLIGEES HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT TO THE EXTENT THEN IN EFFECT. IN THE
EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT TO THE
EXTENT THEN IN EFFECT AND THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL CONTROL.




          (b) Without limiting the generality of the foregoing, and notwithstanding anything herein to
the contrary, until the ABL Obligations Payment Date (as defined in the Intercreditor Agreement),
any obligation of any Grantor hereunder with respect to the delivery or control of any Collateral
that constitutes ABL Priority Collateral (as defined in the Intercreditor Agreement) shall be
deemed to be satisfied if the Grantor delivers or provides control of such ABL Priority Collateral
to the ABL Agent (as defined in the Intercreditor Agreement) in accordance with the requirements of
the corresponding provision of the applicable ABL Document (as defined in the Intercreditor
Agreement).




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




34









 





     IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through
their duly authorized officers, as of the day and year first above written.



	 	 	 	 	 	 	 

	GRANTORS:	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	CPM HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Chief Financial Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	CPM ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM WOLVERINE PROCTOR, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Manager	 	 
	 

	 	 	 	 	 	 







 









 






	 	 	 	 	 	 	 

	 	 	CROWN IRON WORKS COMPANY	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN BIOFUELS, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM SA, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Douglas Ostrich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Authorized Signatory	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COLLATERAL AGENT:	 	WILMINGTON TRUST FSB, solely in its

 capacity as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jane Schweiger	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jane Schweiger	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 











36









 








EXHIBIT A




FORM OF SUPPLEMENT



     Supplement No. _____ (this “Supplement”), dated as of ________________, _____, to the
Pledge and Security Agreement, dated as of August 18, 2009 (as amended, restated, supplemented or
otherwise modified from time to time, the “Security Agreement”), by each of the parties
listed on the signature pages thereto and those additional entities that thereafter become grantors
thereunder (collectively, jointly and severally, the “Grantors” and each, individually, a
“Grantor”) and WILMINGTON TRUST FSB, solely in its capacity as collateral agent, for the
benefit of itself and the other Second Priority Obligees (together with its successors and assigns
in such capacity, the “Collateral Agent”).



WITNESSETH:




     WHEREAS, CPM Holdings, Inc., a Delaware corporation (the “Company”) has issued and
sold 10 5/8% Senior Secured Notes due 2014 in the aggregate principal amount of $200,000,000 (the
“Initial Notes” and, together with all notes given in replacement or exchange therefor, the
“Notes”) to the initial purchasers as set forth in the Purchase Agreement, dated as of
August 11, 2009, by and among the Company, each of the other Grantors and Jefferies & Company,
Inc., as representative of the initial purchasers named therein (the “Purchase Agreement”);



     WHEREAS, the Company, the other Grantors and Wilmington Trust FSB, as trustee (the
“Trustee”) and Collateral Agent, have entered into that certain Indenture, dated as of
August 18, 2009 (as the same may from time to time be amended, modified, supplemented or restated,
the “Indenture”), in connection with the Notes;



     WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement or the Indenture, as applicable;



     WHEREAS, in order to induce the initial purchasers of the Notes to purchase the Initial Notes,
the Grantors have agreed to enter into the Security Agreement; and



     WHEREAS, pursuant to Section 4.18 of the Indenture, new Domestic Restricted
Subsidiaries of the Company and its Restricted Subsidiaries, must execute and deliver to the
Collateral Agent certain Transaction Documents, including the Security Agreement, and the execution
of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New
Grantors”) may be accomplished by the execution of this Supplement in favor of the Collateral
Agent, for the benefit of itself and the other Second Priority Obligees;



     NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor
hereby agrees as follows:



     1. In accordance with Section 27 of the Security Agreement, each New Grantor, by its
signature below, becomes a “Grantor” under the Security Agreement with the same force and



 









 




effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to
all of the terms and provisions of the Security Agreement applicable to it as a “Grantor”
thereunder and (b) represents and warrants that the representations and warranties made by it as a
“Grantor” thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, each New Grantor, as security for the payment and performance in full of the Secured
Obligations, does hereby grant, assign, and pledge to the Collateral Agent, for the benefit of
itself and the other Second Priority Obligees, a continuing security interest in and security title
to all assets of such New Grantor including, all property of the type described in Section
2 of the Security Agreement (including the exceptions listed therein) to secure the full and
prompt payment of the Secured Obligations, including, any interest thereon, plus reasonable
attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are
collected by law, through an attorney-at-law, or under advice therefrom. Each reference to a
“Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security
Agreement is incorporated herein by reference.




     2. Each New Grantor represents and warrants to the Collateral Agent and the other Second
Priority Obligees that this Supplement has been duly executed and delivered by such New Grantor and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and
general principles of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).



     3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute but one and the same
instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission
shall be as effective as delivery of a manually executed counterpart hereof.



     4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force
and effect.



     5. This Supplement shall be construed in accordance with and governed by the laws of the State
of New York, without regard to the conflict of laws principles thereof.



     6. In acting under this Supplement, the Collateral Agent shall have all of the rights,
protections and immunities given to it in the Security Agreement and the Indenture, all of which
are incorporated by reference herein, mutatis mutandis.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




2









 





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



	 	 	 	 	 	 	 

	NEW GRANTORS:	 	[Name of New Grantor]:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COLLATERAL AGENT:	 	WILMINGTON TRUST FSB, solely in its capacity as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










 









 








EXHIBIT B




COPYRIGHT SECURITY AGREEMENT



     This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”), dated as of
August 18, 2009, by and among the GRANTORS (as defined below) and WILMINGTON TRUST FSB, solely in
its capacity as collateral agent, for the benefit of itself and the other Second Priority Obligees
(together with its successors and assigns in such capacity, the “Collateral Agent”).



W I T N E S S E T H:




     WHEREAS, CPM Holdings, Inc., a Delaware corporation (the “Company”), has issued and
sold 10 5/8% Senior Secured Notes due 2014 in the aggregate principal amount of $200,000,000 (the
“Initial Notes” and, together with all notes given in replacement or exchange therefor, the
“Notes”) to the initial purchasers as set forth in the Purchase Agreement, dated as of
August 11, 2009, by and among the Company, each of the other Grantors and Jefferies & Company,
Inc., as representative of the initial purchasers named therein (the “Purchase Agreement”);



     WHEREAS, the Company, the other Grantors and Wilmington Trust FSB, as trustee (the
“Trustee”) and Collateral Agent, have entered into that certain Indenture, dated as of
August 18, 2009 (as the same may from time to time be amended, modified, supplemented or restated,
the “Indenture”), in connection with the Notes;



     WHEREAS, in order to induce the initial purchasers of the Notes to purchase the Initial Notes,
the parties have entered into that certain Pledge and Security Agreement, dated as of August 18,
2009, by and among the Collateral Agent and each party named therein as a Grantor (collectively,
jointly and severally, the “Grantors” and each, individually, a “Grantor”)
(including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and



     WHEREAS, pursuant to the terms of the Security Agreement, the Grantors are required to execute
and deliver to the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, this Copyright Security Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:



     1. Defined Terms. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement.



     2. Grant Of Security Interest In Copyright Collateral. Each Grantor hereby grants to
the Collateral Agent, for the benefit of itself and the other Second Priority Obligees, a
continuing first priority security interest (subject to First Priority Claims) in all of such
Grantor’s right, title



 









 




and interest in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Copyright Collateral”):




     (a) all of such Grantor’s Copyrights and rights in and to Copyright Licenses to which it is a
party, in each case, including but not limited to those referred to on Schedule I hereto;



     (b) all reissues, restorations, reversions, continuations or extensions of the foregoing; and



     (c) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future infringement or dilution of any Copyright or any
Copyright licensed under any Intellectual Property License.



     3. Security For Obligations. This Copyright Security Agreement and the Security
Interest created hereby secures the payment and performance of all the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the foregoing, this
Copyright Security Agreement secures the payment of all amounts which constitute part of the
Obligations and would be owed by the Grantors, or any of them, to the Collateral Agent, the other
Second Priority Obligees or any of them, whether or not they are unenforceable or not allowable due
to the existence of an Insolvency Proceeding involving any Grantor.



     4. Security Agreement. The security interests granted pursuant to this Copyright
Security Agreement are granted in conjunction with the security interests granted to the Collateral
Agent, for the benefit of itself and the other Second Priority Obligees, pursuant to the Security
Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the
Collateral Agent with respect to the security interest in the Copyright Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein, and in the event of any conflict
between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall
control.



     5. Authorization To Supplement. The Grantors shall give the Collateral Agent prompt
notice in writing of any additional United States copyright registrations or applications therefor
after the date hereof. Grantors hereby authorize the Collateral Agent unilaterally to modify this
Agreement by amending Schedule I to include any future United States registered copyrights
or applications therefor of Grantors. Notwithstanding the foregoing, no failure to so modify this
Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or
detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not
listed on Schedule I.



     6. Counterparts. This Copyright Security Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. In proving this Copyright Security
Agreement or any other Transaction Document in any judicial proceedings, it shall not be necessary
to produce or account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail
transmission shall be deemed an original signature hereto.



2









 





     7. Construction. Unless the context of this Copyright Security Agreement or any other
Transaction Document clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the terms “includes” and “including” are not
limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Copyright Security Agreement or any other Transaction Document refer to this
Copyright Security Agreement or such other Transaction Document, as the case may be, as a whole and
not to any particular provision of this Copyright Security Agreement or such other Transaction
Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein
are to this Copyright Security Agreement unless otherwise specified. Any reference in this
Copyright Security Agreement or in any other Transaction Document to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject
to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or
in any other Transaction Document to the satisfaction or repayment in full of the Obligations shall
mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof)
of all Obligations other than unasserted contingent indemnification Obligations. Any reference
herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein or in any other Transaction Document shall be satisfied
by the transmission of a Record and any Record so transmitted shall constitute a representation and
warranty as to the accuracy and completeness of the information contained therein.



     8. Further Rights. In connection with its execution and acting hereunder, the
Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and
indemnities provided to it under the Indenture, all of which are incorporated by reference herein,
mutatis mutandis.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




3









 





     IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 	 	 

	GRANTORS:	 	CPM HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM WOLVERINE PROCTOR, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 

	 	 	CROWN IRON WORKS COMPANY	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN BIOFUELS, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM SA, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ACCEPTED AND
ACKNOWLEDGED BY:	 	WILMINGTON TRUST FSB, solely in its capacity as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










5









 








SCHEDULE I

TO

COPYRIGHT SECURITY AGREEMENT




COPYRIGHT COLLATERAL



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Country	 	 	Copyright	 	 	Registration No.	 	 	Registration Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Copyright Licenses




 









 





EXHIBIT D




PATENT SECURITY AGREEMENT



     This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”), dated as of August
18, 2009, by and among the GRANTORS (as defined below) and WILMINGTON TRUST FSB, solely in its
capacity as collateral agent, for the benefit of itself and the other Second Priority Obligees
(together with its successors and assigns in such capacity, the “Collateral Agent”).



W I T N E S S E T H:




     WHEREAS, CPM Holdings, Inc., a Delaware corporation (the “Company”), has issued and
sold 10 5/8% Senior Secured Notes due 2014 in the aggregate principal amount of $200,000,000 (the
“Initial Notes” and, together with all notes given in replacement or exchange therefor, the
“Notes”) to the initial purchasers as set forth in the Purchase Agreement, dated as of
August 11, 2009, by and among the Company, each of the other Grantors and Jefferies & Company,
Inc., as representative of the initial purchasers named therein (the “Purchase Agreement”);



     WHEREAS, the Company, the other Grantors and Wilmington Trust FSB, as trustee (the
“Trustee”) and Collateral Agent, have entered into that certain Indenture, dated as of
August 18, 2009 (as the same may from time to time be amended, modified, supplemented or restated,
the “Indenture”), in connection with the Notes;



     WHEREAS, in order to induce the initial purchasers of the Notes to purchase the Initial Notes,
the parties have entered into that certain Pledge and Security Agreement, dated as of August 18,
2009, by and among the Collateral Agent and each party named therein as a Grantor (collectively,
jointly and severally, the “Grantors” and each, individually, a “Grantor”)
(including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and



     WHEREAS, pursuant to the terms of the Security Agreement, the Grantors are required to execute
and deliver to the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, this Patent Security Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:



     1. Defined Terms. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement.



     2. Grant Of Security Interest In Patent Collateral. Each Grantor hereby grants to the
Collateral Agent, for the benefit of itself and the other Second Priority Obligees, a continuing
first priority security interest (subject to First Priority Claims) in all of such Grantor’s right,
title



 









 




and interest in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Patent Collateral”):




     (a) all of such Grantor’s Patents and rights in and to Patent Licenses to which it is a party,
in each case, including but not limited to those referred to on Schedule I hereto;



     (b) all reissues, continuations, continuations-in-part, substitutions, extensions or renewals
of, and improvements on, of the foregoing; and



     (c) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future infringement or dilution of any Patent or any Patent
licensed under any Intellectual Property License.



     3. Security For Obligations. This Patent Security Agreement and the Security Interest
created hereby secures the payment and performance of all the Secured Obligations, whether now
existing or arising hereafter. Without limiting the generality of the foregoing, this Patent
Security Agreement secures the payment of all amounts which constitute part of the Obligations and
would be owed by the Grantors, or any of them, to the Collateral Agent, the other Second Priority
Obligees or any of them, whether or not they are unenforceable or not allowable due to the
existence of an Insolvency Proceeding involving any Grantor.



     4. Security Agreement. The security interests granted pursuant to this Patent
Security Agreement are granted in conjunction with the security interests granted to the Collateral
Agent, for the benefit of itself and the other Second Priority Obligees, pursuant to the Security
Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the
Collateral Agent with respect to the security interest in the Patent Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein, and in the event of any conflict
between this Patent Security Agreement and the Security Agreement, the Security Agreement shall
control.



     5. Authorization To Supplement. If any Grantor shall obtain rights to any new
patentable inventions or become entitled to the benefit of any patent application or patent for any
reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement
shall automatically apply thereto. Grantors shall give prompt notice in writing to the Collateral
Agent with respect to any such new patent rights. Without limiting Grantors’ obligations under
this Section 5, Grantors hereby authorize the Collateral Agent unilaterally to modify this
Agreement by amending Schedule I to include any such new patent rights of Grantors.
Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend
Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s
continuing security interest in all Collateral, whether or not listed on Schedule I.



     6. Counterparts. This Patent Security Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. In proving this Patent Security
Agreement or any other Transaction Document in any judicial proceedings, it shall not be necessary
to produce or account for more than one such counterpart signed by the party against



2









 




whom such enforcement is sought. Any signatures delivered by a party by facsimile
transmission or by e-mail transmission shall be deemed an original signature hereto.




     7. Construction. Unless the context of this Patent Security Agreement or any other
Transaction Document clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the terms “includes” and “including” are not
limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Patent Security Agreement or any other Transaction Document refer to this
Patent Security Agreement or such other Transaction Document, as the case may be, as a whole and
not to any particular provision of this Patent Security Agreement or such other Transaction
Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein
are to this Patent Security Agreement unless otherwise specified. Any reference in this Patent
Security Agreement or in any other Transaction Document to any agreement, instrument, or document
shall include all alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject
to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or
in any other Transaction Document to the satisfaction or repayment in full of the Obligations shall
mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof)
of all Obligations other than unasserted contingent indemnification Obligations. Any reference
herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein or in any other Transaction Document shall be satisfied
by the transmission of a Record and any Record so transmitted shall constitute a representation and
warranty as to the accuracy and completeness of the information contained therein.



     8. Further Rights. In connection with its execution and acting hereunder, the
Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and
indemnities provided to it under the Indenture, all of which are incorporated by reference herein,
mutatis mutandis.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




3









 





     IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 	 	 

	GRANTORS:	 	CPM HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM WOLVERINE PROCTOR, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 

	 	 	CROWN IRON WORKS COMPANY	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN BIOFUELS, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM SA, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ACCEPTED AND

ACKNOWLEDGED BY:	 	WILMINGTON TRUST FSB, solely in its capacity as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










5









 








SCHEDULE I

TO

PATENT SECURITY AGREEMENT




PATENT REGISTRATIONS/APPLICATIONS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Country	 	 	Patent Number	 	 	Title	 	 	Filing Date	 	 	Filing Status	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Patents Not Currently In Use




Patent Licenses



 









 





EXHIBIT E




PLEDGED COLLATERAL ADDENDUM



     This Pledged Collateral Addendum, dated as of __________ __, ____ is delivered pursuant to
Section 5(a)(ii) of the Security Agreement referred to below. The undersigned hereby
agrees that this Pledged Collateral Addendum may be attached to that certain Pledge and Security
Agreement, dated as of August 18, 2009 (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), made by the undersigned, together with the
other Grantors named therein, to Wilmington Trust FSB, as the Collateral Agent. Initially
capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Security Agreement or the Indenture, as applicable. The undersigned hereby agrees that the
additional Collateral listed on this Pledged Collateral Addendum as set forth in the
Schedule attached hereto shall be and become part of the Pledged Collateral pledged by the
undersigned to the Collateral Agent in the Security Agreement with the same force and effect as if
originally named therein.



     The undersigned hereby certifies that the representations and warranties set forth in
Section 6 of the Security Agreement of the undersigned are true and correct as to the
Pledged Collateral listed herein on and as of the date hereof.



	 	 	 	 	 	 	 

	 	 	[                    ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










 









 








SCHEDULE

TO

PLEDGED COLLATERAL ADDENDUM




PLEDGED SHARES:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name of	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of	 	Pledged	 	 	Number of	 	 	Class of	 	 	Percentage of	 	 	 	 
	Pledgor	 	Company	 	 	Shares/Units	 	 	Interests	 	 	Class Owned	 	 	Certificate No.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





PLEDGED DEBT:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original Principal
	Name of Pledgor	 	Name of Maker	 	Description	 	Amount
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 










 









 








EXHIBIT F




TRADEMARK SECURITY AGREEMENT



     This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”), dated as of
August 18, 2009, by and among the GRANTORS (as defined below) and WILMINGTON TRUST FSB, solely in
its capacity as collateral agent, for the benefit of itself and the other Second Priority Obligees
(together with its successors and assigns in such capacity, the “Collateral Agent”).



W I T N E S S E T H:




     WHEREAS, CPM Holdings, Inc., a Delaware corporation (the “Company”), has issued and
sold 10 5/8% Senior Secured Notes due 2014 in the aggregate principal amount of $200,000,000 (the
“Initial Notes” and, together with all notes given in replacement or exchange therefor, the
“Notes”) to the initial purchasers as set forth in the Purchase Agreement, dated as of
August 11, 2009, by and among the Company, each of the other Grantors and Jefferies & Company,
Inc., as representative of the initial purchasers named therein (the “Purchase Agreement”);



     WHEREAS, the Company, the other Grantors and Wilmington Trust FSB, as trustee (the
“Trustee”) and Collateral Agent, have entered into that certain Indenture, dated as of
August 18, 2009 (as the same may from time to time be amended, modified, supplemented or restated,
the “Indenture”), in connection with the Notes;



     WHEREAS, in order to induce the initial purchasers of the Notes to purchase the Initial Notes,
the parties have entered into that certain Pledge and Security Agreement, dated as of August 18,
2009, by and among the Collateral Agent and each party named therein as a Grantor (collectively,
jointly and severally, the “Grantors” and each, individually, a “Grantor”)
(including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and



     WHEREAS, pursuant to the terms of the Security Agreement, the Grantors are required to execute
and deliver to the Collateral Agent, for the benefit of itself and the other Second Priority
Obligees, this Trademark Security Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:



     1. Defined Terms. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement.



     2. Grant Of Security Interest In Trademark Collateral. Each Grantor hereby grants to
the Collateral Agent, for the benefit of itself and the other Second Priority Obligees, a
continuing first priority security interest (subject to First Priority Claims) in all of such
Grantor’s



 









 




right, title and interest in, to and under the following, whether presently existing or
hereafter created or acquired (collectively, the “Trademark Collateral”):




     (a) all of its Trademarks and rights in and to Trademark Intellectual Property Licenses to
which it is a party, in each case, including but not limited to those referred to on Schedule
I hereto;



     (b) all goodwill, trade secrets, proprietary or confidential information, technical
information, procedures, formulae, quality control standards, designs, operating and training
manuals, customer lists, and other General Intangibles with respect to the foregoing;



     (c) all reissues, continuations, extensions, modifications or renewals of the foregoing;



     (d) all goodwill of the business connected with the use of, and symbolized by, each Trademark
and each Trademark Intellectual Property License; and



     (e) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future (i) infringement or dilution of any Trademark or any
Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill
associated with any Trademark or any Trademark licensed under any Intellectual Property License.



     3. Security For Obligations. This Trademark Security Agreement and the Security
Interest created hereby secures the payment and performance of all the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the foregoing, this
Trademark Security Agreement secures the payment of all amounts which constitute part of the
Obligations and would be owed by the Grantors, or any of them, to the Collateral Agent, the other
Second Priority Obligees or any of them, whether or not they are unenforceable or not allowable due
to the existence of an Insolvency Proceeding involving any Grantor.



     4. Security Agreement. The security interests granted pursuant to this Trademark
Security Agreement are granted in conjunction with the security interests granted to the Collateral
Agent, for the benefit of itself and the other Second Priority Obligees, pursuant to the Security
Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the
Collateral Agent with respect to the security interest in the Trademark Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein, and in the event of any conflict
between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall
control.



     5. Authorization To Supplement. If any Grantor shall obtain rights to any new
trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.
Grantors shall give prompt notice in writing to the Collateral Agent with respect to any such new
trademarks or renewal or extension of any trademark registration. Without limiting Grantors’
obligations under this Section 5, Grantors hereby authorize the Collateral Agent to
unilaterally modify this Agreement by amending Schedule I to include any such new trademark
rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark Security
Agreement or amend Schedule I shall in any way affect, invalidate or detract from the



2









 




Collateral Agent’s continuing security interest in all Collateral, whether or not listed on
Schedule I.




     6. Counterparts. This Trademark Security Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. In proving this Trademark Security
Agreement or any other Transaction Document in any judicial proceedings, it shall not be necessary
to produce or account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail
transmission shall be deemed an original signature hereto.



     7. Construction. Unless the context of this Trademark Security Agreement or any other
Transaction Document clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the terms “includes” and “including” are not
limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Trademark Security Agreement or any other Transaction Document refer to this
Trademark Security Agreement or such other Transaction Document, as the case may be, as a whole and
not to any particular provision of this Trademark Security Agreement or such other Transaction
Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein
are to this Agreement unless otherwise specified. Any reference in this Trademark Security
Agreement or in any other Transaction Document to any agreement, instrument, or document shall
include all alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or
in any other Transaction Document to the satisfaction or repayment in full of the Obligations shall
mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof)
of all Obligations other than unasserted contingent indemnification Obligations. Any reference
herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein or in any other Transaction Document shall be satisfied
by the transmission of a Record and any Record so transmitted shall constitute a representation and
warranty as to the accuracy and completeness of the information contained therein.



     8. Further Rights. In connection with its execution and acting hereunder, the
Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and
indemnities provided to it under the Indenture, all of which are incorporated by reference herein,
mutatis mutandis.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




3









 





     IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 	 	 

	GRANTORS:	 	CPM HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN ACQUISITION CORP.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM WOLVERINE PROCTOR, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 

	 	 	CROWN IRON WORKS COMPANY	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN BIOFUELS, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CPM SA, LLC	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ACCEPTED AND 

ACKNOWLEDGED BY:	 	WILMINGTON TRUST FSB, solely in its capacity as
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










5









 








SCHEDULE I

TO

TRADEMARK SECURITY AGREEMENT




TRADEMARK REGISTRATIONS/APPLICATIONS



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application/	 	 
	Grantor	 	Country	 	Mark	 	Registration No.	 	App/Reg Date
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





Trade Names 




Common Law Trademarks



Trademarks Not Currently In Use



Trademark Licenses