Related Property
29
9.5
Grant of Intellectual Property
License
30
9.6
Intellectual Property
30
9.7
Cash Proceeds;
Deposit Accounts
32
Section 10.
ADMINISTRATIVE AGENT
32
Section 11.
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
33
Section 12.
STANDARD OF CARE; ADMINISTRATIVE AGENT MAY PERFORM
34
Section 13.
MISCELLANEOUS.
34
SCHEDULE 1.1(A) - DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
SCHEDULE 1.1(B) - EXISTING MANAGEMENT AGREEMENTS
SCHEDULE 1.1(C) - LIMITED PARTNERSHIP AGREEMENTS
SCHEDULE 2.2(C) - EXCLUDED ISSUERS
SCHEDULE 2.2(D) - DEFERRED FEE AGREEMENTS
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 - FINANCING STATEMENTS
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - TRADEMARK SECURITY AGREEMENT
EXHIBIT E - COPYRIGHT SECURITY AGREEMENT
EXHIBIT F - PATENT SECURITY AGREEMENT
ii
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of dated as of
November [
], 2011 (this "Agreement"), is entered into by and among
OZ MANAGEMENT LP, a Delaware limited partnership ("Borrower"), OZ ADVISORS LP, a
Delaware limited partnership ("Advisors"), OZ ADVISORS II LP, a Delaware limited
partnership ("Advisors II"), certain other Guarantors party hereto from time to
time, whether as an original signatory hereto or as an Additional Grantor (as
herein defined) (each, a "Grantor"), and GOLDMAN SACHS CREDIT PARTNERS L.P.
("GSCP"), as agent for the Secured Parties (as herein defined) pursuant to the
Credit Agreement and the New Credit Agreement (as herein defined) (in such
capacity, together with its successors and permitted assigns, "Administrative
Agent").
RECITALS:
WHEREAS, reference is made to that certain Amended and Restated Credit and
Guaranty Agreement, dated as of October 26, 2007 (as amended to date and as
hereafter amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), by and among Borrower, Advisors, Advisors II and
certain other Guarantors party thereto, as Guarantors, the lenders party thereto
from time to time (the "Lenders"), GSCP, as joint lead arranger, joint
bookrunner and Administrative Agent, Lehman Brothers Inc., as joint lead
arranger and joint bookrunner, and Lehman Commercial Paper Inc., as syndication
agent;
WHEREAS, subject to the terms and conditions of the Credit Agreement, certain
Grantors have entered into or may hereafter enter into one or more Hedge
Agreements with one or more Lender Counterparties;
WHEREAS, in consideration of the extensions of credit and other accommodations
of Lenders and Lender Counterparties as set forth in the Credit Agreement and
the Hedge Agreements, respectively, each Grantor has agreed to secure such
Grantor's obligations under the Credit Documents and the Hedge Agreements under
that certain Pledge and Security Agreement dated as of December 31, 2007 (the
"Original Pledge and Security Agreement");
WHEREAS, the Grantors, certain New Lenders (as defined herein) and Goldman Sachs
Lending Partners LLC ("GSLP"), as administrative agent (in such capacity, the
"New Agent"), and GSCP, as collateral administrative agent (in such capacity,
together with its successors and permitted assigns, "Collateral Administrative
Agent"), have entered into that certain Credit and Guaranty Agreement dated as
of November 15,